Terms and Conditions
Article 1. General
1. These terms and conditions apply to every offer, quotation and agreement between Plastic pallet plaza, hereinafter referred to as “User”, and a Counterparty to which User has declared these terms and conditions applicable, insofar as these terms and conditions are not expressly stated by the parties in writing. has deviated.
2. The present conditions also apply to agreements with User, for the implementation of which the User must involve third parties.
3. These general conditions are also written for the employees of the User and his management.
4. The applicability of any purchase or other conditions of the Other Party is explicitly rejected.
5. If one or more stipulations in these general terms and conditions at any time wholly or partially become null and void or become void, then the other provisions in these general conditions remain fully applicable. The User and the Other Party will then enter into consultation in order to agree on new provisions to replace the null and void or nullified provisions, whereby as much as possible the purpose and intent of the original provisions will be observed.
6. If there is a lack of clarity regarding the interpretation of one or more provisions of these general terms and conditions, then the explanation must take place ‘in the spirit’ of these provisions.
7. If a situation arises between the parties that is not regulated in these general terms and conditions, this situation must be assessed in the spirit of these general terms and conditions.
8. If the User does not always demand strict compliance with these conditions, this does not mean that the provisions thereof do not apply, or that the User would in any degree lose the right to demand strict compliance with the provisions of these conditions in other cases. .
Article 2 Quotations and offers
1 All quotations and offers from the User are without obligation, unless a deadline for acceptance has been set in the offer. A quotation or offer expires if the product to which the quotation or offer relates is no longer available in the meantime.
2 User can not be held to his offers or offers if the Counterparty can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or error.
3 The prices stated in a quotation or offer include VAT and other government levies as well as any costs to be incurred in the context of the agreement, including travel, accommodation, shipping and administrative costs, unless otherwise indicated.
4 If the acceptance (whether or not on minor points) deviates from the offer included in the quotation or the offer, the User is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless User indicates otherwise.
5 A composite quotation does not oblige the User to perform part of the assignment against a corresponding part of the stated price. Offers or quotations do not automatically apply to future orders.
Article 3 Contract duration; delivery times, execution and modification agreement; price increase
1. The agreement between the User and the Other Party is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.
2. If a period has been agreed or stated for the completion of certain work or for the delivery of certain goods, this is never a strict deadline. In the event that a period is exceeded, the Other Party must therefore give User notice of default in writing. User must be offered a reasonable period in which to still execute the agreement.
3. User has the right to have certain work done by third parties.
4. The User is entitled to execute the agreement in different phases and to invoice the thus executed part separately.
5. If the agreement is executed in phases, the User can suspend the execution of those parts that belong to a following phase until the Other Party has approved the results of the preceding phase in writing.
6. If the User requires information from the Other Party for the performance of the agreement, the execution period shall not commence earlier than after the Other Party has made it available to the User correctly and completely.
7. If it becomes apparent during the execution of the agreement that it is necessary for a proper implementation thereof to change or supplement, the parties shall proceed to the adjustment of the agreement in time and in mutual consultation. If the nature, scope or content of the agreement, whether or not at the request or instruction of the Other Party, of the competent authorities, etc. is changed and the agreement is thereby amended qualitatively and / or quantitatively, this may have consequences for what was originally agreed. As a result, the originally agreed amount can be increased or decreased. User will make a quotation of this as much as possible in advance. Due to an amendment of the agreement, the originally stated term of execution can be changed. The Other Party accepts the possibility of changing the agreement, including the change in price and term of execution.
8. If the agreement is changed, including a supplement, then the User is entitled to perform this first after it has been approved by the person authorized by the User and the Other Party has agreed to the price stated for the performance and other conditions , including the then to be determined time at which it will be implemented. The non-execution or non-immediate performance of the amended agreement also does not result in breach of contract by the User and is no reason for the Other Party to terminate the agreement.
9. Without being in default, the User may refuse a request to amend the agreement if this could have qualitative and / or quantitative consequences, for example for the work to be performed or the goods to be delivered in that context.
10. If the Other Party is in default in the proper performance of what he is obliged to User, then the Other Party is liable for all damage (including costs) on the part of the User thereby directly or indirectly.
11. If the User agrees a certain price when concluding the agreement, the User is nevertheless entitled to increase the price under the following circumstances, even if the price was not originally stated with reservation.
– If the price increase is the result of an amendment to the agreement;
– if the price increase arises from a power accruing to the User or an obligation on the User pursuant to the law;
– In other cases, with the proviso that the Other party not acting in the exercise of a profession or business, is entitled to terminate the agreement by a written statement if the price increase exceeds 10% and takes place within three months after the close of the agreement, unless the User is still prepared to execute the agreement on the basis of the originally agreed, or if it is stipulated that the delivery will take place more than three months after the purchase.
Article 4 Suspension, dissolution and premature termination of the agreement
1. User is entitled to suspend the fulfillment of the obligations or to dissolve the agreement immediately and with immediate effect if:
– the Other Party does not, not fully or not timely fulfill the obligations under the agreement;
– after the conclusion of the agreement User learns of circumstances giving good ground to fear that the Other Party will not fulfill the obligations;
– the Other Party was requested at the conclusion of the agreement to provide security for the fulfillment of its obligations under the agreement and this security is not provided or is insufficient;
– If due to the delay on the part of the Other Party the User can no longer be required to fulfill the agreement against the originally agreed conditions, the User is entitled to dissolve the agreement.
– if circumstances arise which are of such a nature that fulfillment of the agreement impossible or unmodified maintenance of the agreement can not reasonably be demanded of the User.
2. If the dissolution is attributable to the Other Party, User is entitled to compensation of the damage, including the costs, thereby directly and indirectly arising.
3. If the agreement is dissolved, the claims of User on the Other Party are immediately due and payable. If User suspends fulfillment of the obligations, he retains his rights under the law and agreement.
4. If the User proceeds to suspension or dissolution on the grounds referred to in this article, he shall in no way be obliged to compensate damage and costs thereby arising in any way whatsoever or indemnification, while the Other Party, on account of breach of contract, however, compensation or compensation is required.
5. If the agreement is prematurely terminated by the User, the User shall, in consultation with the Other Party, arrange for the transfer of work still to be performed to third parties. This unless the cancellation is attributable to the Other Party. Unless the interim termination is attributable to the User, the costs for transfer to the Other Party will be charged. The User shall inform the Other Party in advance of the extent of these costs as much as possible. The Other Party is obliged to pay these costs within the period specified by the User, unless the User indicates otherwise.
6. In the event of liquidation, (application for) suspension of payments or bankruptcy, of attachment – if and insofar as the attachment has not been lifted within three months – at the expense of the Other Party, of debt restructuring or any other circumstance as a result of which the Other Party does not The User is free to terminate the agreement freely and with immediate effect or to cancel the order or agreement without any obligation on his part to pay any compensation or indemnification. The User’s claims against the Other Party are immediately due and payable in that case.
7. If the Other Party cancels an ordered order in whole or in part, the ordered or prepared items, plus any delivery and delivery costs thereof and the labor time reserved for the execution of the agreement, will be fully charged to the Other Party. are being brought.
Article 5 Force majeure
1. The User is not obliged to fulfill any obligation towards the Counterparty if he is prevented from doing so as a result of a circumstance that is not due to fault, and neither under the law, a legal act or generally accepted for his account. coming.
2. Force majeure is understood in these general terms and conditions, in addition to what is understood in the law and jurisprudence, all external causes, foreseen or not foreseen, on which the User can not exert influence, but as a result of which the User is unable to fulfill his obligations. to come. User also has the right to invoke force majeure if the circumstance that prevents (further) performance of the agreement occurs after User should have fulfilled his obligation.
3. During the period that the force majeure lasts, User can suspend the obligations from the agreement. If this period lasts longer than two months, then each of the parties is entitled to dissolve the agreement without any obligation to compensate the other party for damage.
4. If at the time of the occurrence of force majeure the User has in the meantime partially fulfilled his obligations under the agreement or will be able to fulfill them, and the part that has been fulfilled or to be fulfilled will be assigned independent value, the User will be entitled to comply with the already fulfilled or to be fulfilled. part of invoicing separately. The Other Party is obliged to pay this invoice as if it were a separate agreement.
Article 6 Payment and collection costs
1. Payment must always be made via ideal or in advance via a bank transfer, in a manner to be indicated by User in the currency in which is invoiced, unless otherwise indicated by User in writing.
2. If the Counterparty remains in default in the timely payment of an invoice, then the Counterparty is legally in default. The Counterparty will then owe an interest. In the case of consumer purchase, the interest rate is equal to the statutory interest. In other cases, the Other Party owes interest of 1.5% per month, unless the statutory interest is higher, in which case the statutory interest is due. The interest on the due and payable amount will be calculated from the moment the other party is in default until the moment of payment of the full amount due.
3. The User is entitled to have the payments made by the Other Party go first of all to reduce the costs, subsequently to reduce the interest still due and finally to reduce the principal sum and the current interest.
4. User can, without being in default, refuse an offer of payment if the Other Party designates a different order for the allocation of the payment. The User can refuse full payment of the principal sum if the vacant and current interest and collection costs are not also paid.
5. Objections to the height of an invoice do not suspend the payment obligation.
6. If the Other Party is in default or omission in the (timely) fulfillment of its obligations, then all reasonable costs incurred in obtaining payment out of court are at the expense of the Other Party. The extrajudicial costs are calculated on the basis of what is currently customary in Dutch debt collection practice, currently the calculation method according to Rapport Voorwerk II. If, however, the User has incurred higher costs for collection that were reasonably necessary, the costs actually incurred will be eligible for reimbursement. Any legal and execution costs incurred will also be recovered from the Other Party. The Other Party also owes interest on the collection costs due.
Article 7 Retention of title
1. All goods delivered by the User in the context of the agreement remain the property of the User until the Other Party has properly fulfilled all obligations arising from the agreement (s) concluded with the User.
2. Goods delivered by the User that fall under the retention of title pursuant to paragraph 1 may not be resold and may never be used as a means of payment. The Other Party is not authorized to pledge the items that fall under the retention of title or to encumber them in any other way.
3. The Counterparty must always do everything that can reasonably be expected of him to secure the property rights of the User.
4. If third parties seize goods delivered under retention of title or wish to establish or assert rights thereon, then the Other Party is obliged to immediately inform User of this.
5. The Counterparty undertakes to insure the goods delivered subject to retention of title and to keep them insured against fire, explosion and water damage as well as against theft and to provide the policy of this insurance to the User for inspection at the first request. In the event of a payment of the insurance, the User is entitled to these tokens. As far as necessary, the Counterparty undertakes towards the User in advance to grant its cooperation to everything that may prove necessary or desirable in that context.
6. In the event that User wishes to exercise his property rights as referred to in this article, the Other Party shall grant unconditional and non-revocable consent to User and third parties to be designated by the User to enter all those places where the User’s property is located and those items to take back.
Article 8 Guarantees, research and complaints
1. User guarantees, with due observance of the restrictions mentioned in these general terms and conditions, the soundness of the articles delivered by her provided that her instructions with regard to the use of the articles have been strictly followed and there is a (in the branch) normal use. The guarantee commences on the day of delivery of the articles, at least on the day the User reports that articles are ready for delivery. The warranty period expires 3 months later.
This warranty is limited to:
– defects that have arisen within the warranty period and have also been reported to User within that period;
– manufacturing defects and therefore does not include damage as a result of wear and tear, improper, careless or inexpert use or inadequate treatment, handling, maintenance and storage;
– deliveries to the other party within the EU;
This warranty is void:
– in the case of operations, changes or changes by a party or a third party to or from the delivered goods;
– when used for a purpose other than that indicated or an abnormally high frequency of use;
2. In the event that the User is not the manufacturer of articles delivered by the User, the liability of the User and the guarantee to be provided shall be limited to the liability and the guarantee as accepted and provided by this supplier of these articles.
3. If a claim falls under the guarantee in time, the User will, at its option, perform again by delivering new items, or repair the defects, or take back the goods under crediting the (purchase) price. Any transport and shipping costs are at the expense of the other party.
4. Warranty is only provided on delivered materials, but not on wages, hours or additional costs, these are at the expense of the client.
5. In case of unjustified complaints, the User is free to charge the costs of research to the client.
6. Discounted items are not covered by the warranty.
7. As long as the other party does not fulfill his obligations arising from the agreements concluded by the parties, he can not invoke this guarantee provision.
Article 9 Liability
1. If User is liable, then this liability is limited to what is regulated in this provision.
2. User is not liable for damage, of whatever nature, caused because User has assumed incorrect and / or incomplete information supplied by or on behalf of the Other Party.
3. User is only liable for direct damage.
4. Direct damage is exclusively understood to mean:
– the reasonable costs for determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these conditions;
– any reasonable costs incurred in order to have the defective performance of the User comply with the agreement, as far as these can be attributed to the User;
– reasonable costs incurred to prevent or limit damage, insofar as the Other Party demonstrates that these costs have led to the limitation of direct damage as referred to in these general terms and conditions.
5. User is never liable for indirect damage, including consequential damage, loss of profit, missed savings and damage due to business or other stagnation. In the case of consumer purchase, this restriction does not extend beyond that which is permitted pursuant to Section 7:24 paragraph 2 of the Dutch Civil Code.
6. If User is liable for any damage, the User’s liability is limited to a maximum of three times the invoice value of the order, at least to that part of the order to which the liability relates.
7. The User’s liability is in any case always limited to the amount of the payment from his insurer, if applicable.
8. The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence of User or his managerial subordinates.
Article 10 Limitation period
1. Contrary to the statutory limitation periods, the limitation period for all claims and defenses against the User and the third parties involved by the User in the execution of an agreement shall be one year.
2. The provisions of paragraph 1 do not apply to legal claims and defenses based on facts that would justify the proposition that the delivered goods would not comply with the agreement. Such claims and defenses shall expire after two years after the Other Party has informed User of such non-conformity.
Article 11 Risk transition
1. The risk of loss, damage or depreciation is transferred to the Other Party at the time when goods are brought under the control of the Other Party.
Article 12 Indemnity
1. The Other Party indemnifies the User against any claims from third parties that suffer damage in connection with the performance of the agreement and whose cause is attributable to others than the User.
2. If the User should be held liable by third parties for this reason, then the Other Party is obliged to assist User both in and out of court and to immediately do everything that may be expected of him in that case. If the Other Party fails to take adequate measures, then User is entitled to proceed to it himself, without notice of default. All costs and damage on the part of the User and third parties as a result thereof are fully for the account and risk of the Other Party.
Article 13 Intellectual property
1. The User reserves the rights and powers that accrue to him on the basis of the Copyright Act and other intellectual laws and regulations. The User has the right to use the knowledge gained through the execution of an agreement for other purposes, insofar as no strictly confidential information of the Other Party is brought to the knowledge of third parties.
Article 14 Applicable law and disputes
1. All legal relationships to which the User is a party are exclusively governed by Dutch law, even if an obligation is fully or partially executed abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.
2. The parties will first appeal to the court after they have made every effort to settle a dispute by mutual agreement.
Article 15 Location and change conditions