General sales and delivery conditions of Global Industries.
Stenenkamerseweg 49, 3882 NG Putten the Netherlands (hereinafter referred to as: "Supplier").
1. General provisions
1.1 These terms and conditions apply to all offers made by the Supplier or agreements to be concluded with its customers, irrespective of whether they have been concluded verbally or in writing or confirmed in writing by the Supplier, unless and insofar as explicitly deviated from in writing.
1.2 General terms and conditions, whatever their name, which a customer uses, never bind the Supplier, unless these are expressly accepted by the Supplier in writing.
2. Offers and quotations
2.1 All offers and quotations from the Supplier are without obligation and apply for up to 4 weeks after the date of release. An agreement between the Supplier and a buyer is only concluded after the Supplier has accepted or confirmed the orders or orders from the buyer and any special agreements in writing or has actually commenced dispatch of the goods to be delivered by the Supplier.
2.2 In the event of a difference between the order or order from the customer and the written confirmation from the Supplier, only this confirmation is binding.
2.3 The Supplier is authorized to suspend the execution of the agreement concluded wholly or in part during the time that, in the reasonable opinion of the Supplier, the financial situation of the buyer gives cause for this, without prejudice to the right of the Supplier to compensation if there are terms and without this customer can make any claim to compensation.
3. Delivery time
3.1 Specified delivery periods will be adhered to as far as possible, but do not constitute a strict deadline for the Supplier, unless agreed otherwise in writing. If exceeded, the customer cannot claim any compensation from the Supplier or claim dissolution of the agreement.
4. Collection, transport, unloading
4.1 The Supplier has the choice of the method of transport of the goods to be delivered, unless agreed otherwise or if the buyer collects the goods himself or has them collected from the warehouse of the Supplier.
4.2 If, irrespective of the agreed method of transport, the goods to be delivered to the customer are ready for collection and the Supplier has notified the customer of this, the customer is obliged to take delivery within a reasonably shortest possible time after this notification.
4.3 If the transport of the goods to be delivered is carried out by or on behalf of the Supplier, the customer is obliged to take care of the reasonably quickest possible unloading of the means of transport after it has arrived at the agreed place of destination.
4.4 Non-compliance by the buyer of an obligation mentioned in one of the previous two paragraphs gives the Supplier the right to store the goods at the expense and risk of the buyer, respectively to keep them stored and to charge the costs thereof to the client without the buyer has the right to suspend payment of the agreed price.
5.1 Unless explicitly agreed otherwise, the prices apply from the Supplier's warehouse and are in Euros, excluding VAT. The costs of packaging and the disbursements with regard to freight and other related costs are charged separately.
6.1 Unless otherwise agreed, the customer shall pay the agreed invoiced amount to the Supplier within the period stated on the invoice without the customer being entitled to any discount not expressly agreed or to the application of set-off or settlement. If the payment period is not specified on the invoice, the customer will pay within 30 days after the invoice date.
6.2 If the customer has not fully paid the agreed invoiced amount after the payment term has expired, the customer will be in default without any notice or notice of default being required.
6.3 During the period that the customer is in default as referred to in the previous paragraph, the customer owes interest on what has remained unpaid, equal to the statutory interest plus 1.5%.
6.4 All judicial and extrajudicial costs for the collection of the amount owed by the customer, including the costs of legal assistance, are for the account of the customer. The extrajudicial costs amount to at least 15% of the invoice amount.
6.5 Payments made by the customer always serve primarily to settle all interest and costs owed and subsequently to due and payable invoices that have been outstanding the longest, even if the customer states that the payment relates to a later invoice. For invoices of the same date, the payment of each invoice is made proportionally.
7. Retention of title
7.1 All goods delivered by the Supplier remain the property of the Supplier until the moment that the buyer fully meets his payment obligations with regard to those goods, the work (to be performed) on them, and with regard to the claims for failure to comply with the agreement. Until that moment, the customer only has the right to use these for his own use with regard to those items. The customer will never encumber, sell or make these goods available to third parties in any other way.
7.2 The Supplier is irrevocably authorized, without notice of default being required, to take back the goods that have been delivered to the Buyer but are the property of the Supplier by removing them or having them removed from the place where they are located in the event that:
the customer is in default for more than 2 months;
b. the customer requests suspension of payment or is in a state of bankruptcy;
c. an attachment is levied on one or more properties of the customer.
7.3 In the event that goods supplied by the Supplier are taken back, the purchase price will be credited to the customer, after deduction of 25% for costs and damage, without prejudice to any further rights to compensation.
8. Quality and warranty, liability
8.1. Complaints regarding the delivered goods must be submitted by the customer in writing to the Supplier within 8 days of the actual delivery.
8.2. The Supplier vouches for reasonably accepted quality requirements for the normal use of the goods supplied by the Supplier. The supplier is only responsible for specific quality requirements or specific quality standards for delivered goods insofar as these requirements or standards have been expressly agreed. The supplier never guarantees, even if a sample of the delivered goods has been provided to the buyer in advance, that the delivered goods are suitable for achieving the purpose for which the buyer wishes to use, consume or process the delivered goods. The Supplier does not accept any liability for advice, data, calculations or other statements provided by or on behalf of the Supplier with regard to the items supplied.
8.3. Insofar as a complaint from the customer with regard to the quality requirements or quality standards with regard to the delivered goods is justified, the Supplier shall, at its own discretion, repair or replace the delivered goods with another, similar item.
8.4. The supplier is not liable in any way other than that referred to in the previous paragraph for damage suffered by the buyer, in whatever form, insofar as this does not conflict with any applicable mandatory legal provision. In the event of an unlawful act on the part of the Supplier or its (managerial) subordinates, the Supplier is only liable for compensation for damage caused by death or personal injury. In that case the liability is limited to € 45,378.21.
8.5. If the agreement relates to the delivery of goods which the Supplier obtains or has obtained from third parties, the liability of the Supplier is limited to that for which that third party is or appears to be actually liable towards the Supplier, in the form and extent to which that third party is liable expressly acknowledges. This provision only applies if the application is more favorable to the buyer than the provisions of the previous paragraphs.
9. Non-attributable shortcoming (force majeure)
9.1 The Supplier is authorized at its discretion to declare the agreement with the customer dissolved by means of a written notice to the customer, or to suspend the performance of the agreement, all this without any right to compensation arising if the performance of the agreement is complicated or impeded as a result of force majeure. Force majeure includes:
a. business disruption or business interruption of any kind, insofar as this disruption or interruption has arisen as a result of circumstances that cannot reasonably be attributed to the Supplier;
b. delayed or late delivery by supplier (s) of Supplier;
c. transport difficulties or transport impediments of any kind, as a result of which transport to or from the location of the Supplier's business is hindered or impeded, insofar as these difficulties or obstacles are not attributable to the Supplier due to traffic views;
d. one or more circumstances as referred to in Article 7.2 under a to c.
10. Disputes and applicable law
10.1. Dutch law applies exclusively to all agreements between Supplier and buyer.
10.2. All disputes arising from or in connection with an agreement or the conclusion thereof with a customer established in the Netherlands will be settled by the competent court of the place of business of the Supplier, unless the customer chooses within one month after the Supplier has made a written appeal to the present clause. for settling the dispute by the competent court according to the law.
10.3. All disputes arising from or related to an agreement or the conclusion thereof with a buyer not established in the Netherlands will be settled by an independent third party to be designated in joint consultation in accordance with the Arbitration Regulations of the Netherlands Arbitration Institute in Rotterdam. If the parties cannot reach an agreement on the arbitrator to be appointed, each of the parties will appoint an arbitrator. The then appointed arbitrators will jointly settle the dispute according to the Arbitration Regulations of the Netherlands Arbitration Institute in Rotterdam.