General Terms and Conditions
Article 1: Definitions
1. Hima Bioproducts BV established in Geldrop, Chamber of Commerce number 74642340, is referred to as seller in these general terms and conditions.
2. The other party of the seller is referred to as the buyer in these general terms and conditions.
3. Parties are seller and buyer together.
4. The agreement means the purchase agreement between the parties.
Article 2: Applicability of general terms and conditions
1. These conditions apply to all quotations, offers, agreements and deliveries of services or goods by or on behalf of the seller.
2. Deviation from these conditions is only possible if the parties have explicitly agreed in writing.
Article 3: Payment
1. The full purchase price is always paid immediately in the store. With reservations, a deposit is expected in some cases. In that case, the buyer will receive proof of the reservation and the advance payment. The seller offers the possibility of companies registered with the Chamber of Commerce to purchase on account. In that case the seller sends an invoice digitally, which must be paid no more than 30 days after signature.
2. If the buyer does not pay on time, he is in default. If the buyer remains in default, the seller is entitled to suspend the obligations until the buyer has fulfilled his payment obligation.
3. If the buyer defaults, the seller will proceed to collect the debt. The costs related to that collection are for the account of the buyer. These collection costs are calculated on the basis of the Reimbursement for Extrajudicial Collection Costs Decree.
4. In the event of liquidation, bankruptcy, seizure or suspension of payment of the buyer, the claims of the seller on the buyer are immediately claimable.
5. If the buyer refuses his cooperation in the execution of the order by the seller, he is still obliged to pay the agreed price to the seller.
Article 4: Offers, quotations and price
1. Offers are free of obligation, unless a period of acceptance is specified in the offer. If the offer is not accepted within that stated period, the offer will expire.
2. Delivery times in quotations are indicative and do not give the buyer the right to dissolution or compensation if they are exceeded, unless the parties have explicitly agreed otherwise in writing.
3. Offers and quotations do not automatically apply to repeat orders. Parties must agree explicitly and in writing.
4. The price stated on offers, quotations and invoices consists of the purchase price including the VAT owed and any other government levies.
Article 5: Right of withdrawal
1. After receiving the order, the consumer will be entitled to dissolve the agreement without giving any reason within 14 days (right of withdrawal). The period starts from the moment that the (entire) order is received by the consumer.
2. There is no right of withdrawal if the products are tailor-made according to its specifications, can only be kept for a short time and because they are mostly hygiene products, the right of withdrawal does not apply to opened or damaged packaging.
3. The consumer can use a seller's withdrawal form. The seller is obliged to make this available to the buyer immediately after the buyer's request.
4. During the cooling-off period, the consumer will handle the product and the packaging with care. He will only unpack or use the product to the extent necessary to assess whether he wishes to keep the product. If he exercises his right of withdrawal, he will return the unused and undamaged product with all supplied accessories and - if reasonably possible - in the original shipping packaging to the seller, in accordance with the reasonable and clear instructions provided by the entrepreneur. Shipping costs are borne by the buying party.
Article 6: Amendment of the agreement
1. If during the execution of the agreement it appears that for a proper execution of the assignment it is necessary to change or supplement the work to be performed, the parties will adjust the agreement accordingly in a timely manner and in mutual consultation.
2. If the parties agree that the agreement will be amended or supplemented, the time of completion of the implementation may be affected. The seller will inform the buyer of this as soon as possible.
3. If the change or supplement to the agreement has financial and / or qualitative consequences, the seller will inform the buyer in writing in advance.
4. If the parties have agreed on a fixed price, the seller will indicate to what extent the change or supplement to the agreement will result in this price being exceeded.
5. Contrary to the provisions of the third paragraph of this article, the seller cannot charge additional costs if the change or supplement is the result of circumstances that can be attributed to him.
Article 7: Delivery and transfer of risk
1. As soon as the purchased item has been received by the buyer, the risk passes from seller to buyer.
Article 8: Research, complaints
1. The buyer is obliged to inspect the goods delivered at the time of delivery or delivery, but in any case within the shortest possible time. In addition, the buyer should investigate whether the quality and quantity of the delivered goods correspond to what the parties have agreed, at least that quality and quantity meet the requirements that apply in normal (trade) traffic.
2. Complaints with regard to damage, shortages or loss of delivered goods must be submitted in writing to the seller within 10 working days after the day of delivery of the goods by the buyer.
3. If the complaint is found to be well-founded within the stipulated period, the seller has the right to either repair, to deliver again, or to refrain from delivery and to send the buyer a credit note for that part of the purchase price.
4. Minor and / or standard deviations and differences in quality, number, size or finish cannot be invoked against the seller.
5. Complaints regarding a certain product have no influence on other products or parts belonging to the same agreement.
6. No complaints will be accepted after the buyer has processed the goods.
Article 9: Samples and models
1. If a sample or model has been shown or provided to the buyer, then it is presumed to have been provided only as an indication, without the goods to be delivered having to meet that. This is different if the parties have expressly agreed that the item to be delivered will correspond to this.
2. In the case of agreements concerning immovable property, indication of the surface area or other dimensions and indications is also presumed to be intended merely as an indication, without the object to be delivered having to meet that.
Article 10: Delivery
1. Delivery takes place 'ex factory / store / warehouse'. This means that all costs are for buyer.
2. The buyer is obliged to take delivery of the goods at the moment that the seller delivers them to him or has them delivered, or at the time when these goods are made available to him in accordance with the agreement.
3. If the buyer refuses to take delivery or is negligent in providing information or instructions that are necessary for the delivery, the seller is entitled to store the item for the account and risk of the buyer.
4. If the goods are delivered, the seller is entitled to charge any delivery costs.
5. If the seller needs information from the buyer for the implementation of the agreement, the delivery time starts after the buyer has made this information available to the seller.
6. A delivery period specified by the seller is indicative. This is never a deadline. If the period is exceeded, the buyer must give the seller written notice of default.
7. The seller is entitled to deliver the goods in parts, unless the parties have agreed otherwise in writing or do not attribute independent value to partial delivery. Upon delivery in parts, the seller is entitled to invoice these parts separately.
Article 11: Force majeure
1. If the seller cannot fulfill his obligations under the agreement due to force majeure, not in time or properly, he is not liable for damage suffered by the buyer.
2. Force majeure means in any case any circumstance that the seller could not take into account at the time the agreement was entered into and as a result of which the normal performance of the agreement cannot reasonably be required by the buyer such as, for example, illness, war or danger of war, civil war and riot, molestation, sabotage, terrorism, energy disruption, flood, earthquake, fire, company occupation, strikes, worker exclusion, changed government measures, transport difficulties, and other disruptions in the seller's company.
3. The parties also understand by force majeure that suppliers who are dependent on the seller for the performance of the agreement do not comply with the contractual obligations towards the seller, unless the seller can be blamed for this.
4. If a situation as referred to above occurs as a result of which the seller cannot meet his obligations towards the buyer, then those obligations will be suspended as long as the seller cannot meet his obligations. If the situation referred to in the previous sentence has lasted 30 calendar days, the parties have the right to terminate the agreement in whole or in part in writing.
5. If the force majeure continues for longer than three months, the buyer has the right to terminate the agreement with immediate effect. Dissolution can only be done by registered letter.
Article 12: Transfer of rights
1. Rights of one party to this agreement cannot be transferred without the prior written consent of the other party. This provision applies as a clause with property law effect as referred to in article 3: 83, second paragraph, of the Dutch Civil Code.
Article 13: Retention of title and right of retention
1. The goods present at the seller and the goods and parts delivered remain the property of the seller until the buyer has paid the entire agreed price. Until that time, the seller can invoke his retention of title and take back the goods.
2. If the agreed amounts to be paid in advance are not or not paid on time, the seller has the right to suspend the work until the agreed part is still paid. There is then a default of creditors. A late delivery cannot in that case be invoked against the seller.
3. The seller is not authorized to pledge the goods falling under his retention of title nor to encumber them in any other way.
4. The seller undertakes to insure the goods delivered to the buyer under retention of title and to keep them insured against fire, explosion and water damage as well as against theft and to make the policy available for inspection on first request.
5. If goods have not yet been delivered, but the agreed advance payment or price has not been paid in accordance with the agreement, the seller has the right of retention. The item will not be delivered until the buyer has paid in full and in accordance with the agreement.
6. In the event of liquidation, insolvency or suspension of payment of the buyer, the obligations of the buyer are immediately claimable.
Article 14: Liability
1. Any liability for damage arising from or in connection with the implementation of an agreement is always limited to the amount that is paid out in the relevant case by the liability insurance policy / policies concluded. This amount is increased by the amount of the deductible according to the relevant policy.
2. The seller's liability for damage resulting from intent or willful recklessness on the part of the seller or his managerial subordinates is not excluded.
Article 15: Complaint obligation
1. The buyer is obliged to immediately report any complaints about the delivery made to the seller. The complaint contains a description of the shortcoming that is as detailed as possible, so that the seller is able to respond adequately.
2. If a complaint is justified, the seller is obliged to repair the goods and possibly replace them.
Article 16: Guarantees
1. If guarantees are included in the agreement, the following applies. The seller guarantees that the goods sold comply with the agreement, that they will function without defects and that it is suitable for the use that the buyer intends to use. This guarantee applies for a period of two calendar years after receipt of the sold item by the buyer.
2. The guarantee is intended to achieve a risk distribution between the seller and the buyer in such a way that the consequences of a breach of a guarantee are always fully for the account and risk of the seller and that the seller can never rely on a breach of a guarantee. article 6: 75 BW. The provisions of the previous sentence also apply if the infringement was known to the buyer or could have been known by conducting investigations.
3. The aforementioned guarantee does not apply if the defect has arisen as a result of improper or improper use or if - without permission - the buyer or third parties have made changes or tried to make or used the purchased for purposes for which it was not intended.
4. If the guarantee provided by the seller relates to an item produced by a third party, the guarantee is limited to the guarantee provided by that producer.
Article 17: Applicable law
1. Only Dutch law applies to this agreement between seller and buyer. The Dutch court has jurisdiction.
2. The applicability of the Vienna Sales Convention is excluded.
3. If in legal proceedings one or more provisions of these general terms and conditions are considered unreasonably onerous, the remaining provisions will remain in full force.
Article 18: Forum selection
All disputes arising from this agreement will be submitted exclusively to the competent court of the Zeeland-West-Brabant District Court.