Terms and conditions
Article 1 *Applicability of these terms*
These terms and conditions apply to any offer or agreement between the company Hakbijl Glass B.V., hereinafter referred to as Hakbijl, and the counter party, hereinafter referred to as the Client, to which Hakbijl has declared these conditions to be applicable, insofar as these conditions have not been specifically modified in writing.
Article 2 *Quotations*
No quotation made by Hakbijl shall be binding; quotations shall be valid for a period of 15 days, unless otherwise indicated, and on condition that the items to be supplied are un-sold and in stock.
Article 3 *Delivery*
a. Unless otherwise agreed, deliveries shall be made ex-works.
b. The Client is obliged to purchase the items on the date on which, in accordance with the agreement, they are put at its disposal. In the event that the Client refuses to purchase, or neglects to supply information or instructions required for delivery, the items will be stored at the Client’s own risk. The Client shall, in such case, be liable for all supplementary costs including, in all such cases, the cost of storage.
Article 4 *Delivery period*
An agreed delivery period is not binding unless specifically agreed upon. Should Hakbijl fail to meet a delivery schedule the Client shall give written notification of this breach. In the event that the failure to deliver is due to circumstances beyond the control of Hakbijl (force majeure) the circumstances under which a normal delivery should be made shall be declared invalid. This force majeure shall also apply in the event of late or non-delivery to Hakbijl by its supplier or suppliers or when items sold by suppliers do not reach Hakbijl or do not reach Hakbijl in time. In such cases Hakbijl reserves the right to reschedule the delivery and to notify the Client of the new date, or to annul the agreement. The Client is, except in the case of force majeure, entitled to annul the agreement only if Hakbijl, after the agreed delivery period has passed, and after written notification has been given, and where Hakbijl have been given a reasonable time period for fulfilment, is considered to have defaulted and that such default cannot be deemed to be due to exceptional circumstances. Exceeding the delivery period in any way whatsoever shall not entitle the Client to compensation or absolve them from any obligation resulting from this or any related agreement. In such cases where Hakbijl is deemed to be responsible for delaying the delivery period the Client may claim compensation of 0.5% of the invoice value for each full week of delay up to a maximum value of 5%.
Article 5 * Changes to the ordered items*
Hakbijl may deliver items which differ from those agreed upon in respect of changes to the items to be delivered, or in cases where the packaging or accompanying documentation does not comply with the appropriate legal regulations, or in such cases where minor changes may be seen to be an improvement to the order.
Article 6 *Termination of the agreement*
a. The claims of Hakbijl upon the Client shall be considered immediately in force in the event of the following: . – That, after completion of the agreement with Hakbijl, circumstances show that the Client shall not fulfil its obligations;
– That Hakbijl has requested a security from the Client for the fulfilment of the agreement and that this security has not been met, or is insufficient. In such cases Hakbijl reserves the right to suspend any further operation of the agreement and to instigate an annulment, without prejudice to the right of Hakbijl to claim damages.
b. That persons and/or materials required by Hakbijl for the fulfilment of the agreement are of such nature that the execution of the agreement is rendered impossible and/or so disproportionately expensive that the fulfilment of the agreement can no longer be reasonably executed, in which case Hakbijl reserves the right to annul the agreement.
Article 7 *Rights of ownership*
a. Any items delivered by Hakbijl remain the property of Hakbijl until the Client has fulfilled all of the requirements of the Hakbijl purchase agreements, including the following:
– The return service(s) with regard to the delivered or to be delivered services/items;
– Possible claims with regard to the Client failing to fulfil the sales agreement(s)
b. Items delivered by Hakbijl, in accordance with subsection a. above, may only be resold under the terms of a normal company business. The Client may not use such items as asset value of its company or claim any other rights.
c. In the event of the Client failing in its obligations or if there are grounds to believe that this may occur then Hakbijl reserves the right to remove, or have these items removed, from the Client or third parties, under the terms of subsection a. In such case the Client is required to co-operate fully and shall be liable for a penalty of 10% per day of the moneys due.
d. In the event of a third party wishing to claim or make a claim upon the rights of the
– delivered items under the under the terms of reservation of ownership, then the Client is required to inform Hakbijl as soon as reasonably possible.
e. The Client is required, upon the first request of Hakbijl:
– To insure, and keep insured, the delivered items against fire, explosion and water damage and theft, under the terms of the rights of ownership, and to produce the policy for examination on request;
– All claims made by the Client to his insurers with regard to delivered items that fall under the reservation of ownership shall be assigned to Hakbijl under the terms of article 3:329 BW;
– Any claims which the Client shall receive from his purchasers upon the reselling of delivered items, under the rights of ownership by Hakbijl, shall be assigned to Hakbijl under the terms of article 3:329 BW;
– To brand items delivered by Hakbijl as the property of Hakbijl;
– To take any and all reasonable measures to protect the rights of ownership of Hakbijl with regard to the items and shall not unreasonably hinder the company in the normal practise of its business.
Article 8 *Breach of contract; complaints terms/claims*
a. The Client is required to inspect the purchased items upon delivery and thereby ascertain that the items conform to the agreement, specifically:
– That the correct items have been delivered:
– That the correct quantity has been delivered:
– That the delivered items comply with the agreed quality requirements and that, in the event that these are not applicable, that they conform to the requirements for normal use and/or trade purposes.
b. Should any visible faults or shortcomings be ascertained, the Client is required to inform Hakbijl in writing within 8 days of the delivery.
c. Such a claim does not negate the Clients payment obligations under the terms of the agreement. Prior written permission is required for the items to be returned to Hakbijl and in such case Hakbijl shall issue a credit note to the Client.
Article 9 *Price increase*
Regardless of the price agreed, the Client is obliged to pay the price applicable on the date of delivery and Hakbijl reserves the right to increase the price to the Client to that stated in the current valid price list. In the event that the price increase exceeds 15% of the original agreed amount the buyer has the right to annul the agreement.
Article 10 *Payment*
a. Payment shall be made, unless agreed otherwise, within 15 days of the stated invoice date, either:
– By means of a legal tender payment at the offices of Hakbijl;
– By bank transfer of the stated amount to ING Bank IBAN number NL91 INGB 0006 8867 40 in the name of Besloten Vennootschap Hakbijl Glass B.V. in Lelystad stating *debit number, invoice number and invoice date.* The Client shall be deemed to be in breach of agreement if payment is not made within 15 days of the invoice and as such shall be liable for a 2% interest payment in accordance with the legal requirements in such matters.
b. In the event of liquidation, bankruptcy or that the Client has ceased trading then all obligations of the Client shall immediately be claimable.
c. Payment shall be made without discount or settlement.
Article 11 *Packaging*
The Client is required to return all loaned packaging, including one-way pallets, empty and undamaged to Hakbijl within 30 days. In the event that the Client does not fulfil this requirement they will be deemed to be responsible for all costs arising from this. These costs include the costs arising from late return, replacement, repair or cleaning.
Article 12 *Surcharge* not applicable
Article 13 *Debt recovery charges*
When the Client is deemed to be in breach of, or in default on, one or more of its obligations, then the Client shall be liable for all reasonable costs made in reaching a settlement. The Client shall in all cases be liable for:
Article 14 *Liability*
Hakbijl shall not be liable for any damages, direct or indirect, of any nature incurred by the Client. Hakbijl shall not be held responsible for any compensation or damages that have occurred, or are caused by the use of the items, or by inappropriate use of the supplied items that the Client has purchased. Acceptance of the supplied items by, or on behalf of, the Client inures Hakbijl against all possible claims by the Client and/or third parties for payment of damages notwithstanding damage resulting from a fault in manufacture or any other cause. In the event that the Client holds Hakbijl responsible, the claim for any damages shall not exceed the invoiced amount for the items supplied by Hakbijl, irrespective of the liability.
Article 15 *Settlement of dispute*
In deviation of the legal regulations for the competence of a civil judge, any dispute between Hakbijl and the Client, in the event that the court is so qualified, shall be settled by the County Court in Zwolle. Hakbijl reserves the right to summon the Client before a qualified judge in according with national law or international treaty.
Article 16 *Appropriate law*
Dutch Law shall be applicable to any agreement between Hakbijl and the Client.