Terms and Conditions

GENERAL TERMS AND CONDITIONS OF DELIVERY

Jabeco BV

  1. IN GENERAL
  2. All our offers, agreements and the executions thereof are exclusively governed by the present conditions. Deviations should be expressly agreed with us in writing.
  3. Under “the other party” in these conditions is understood, any (legal) person who has entered into or wishes to enter into, respectively, an agreement with our company in relation to purchasing from us and/or the provision of services by us and/or instructions to us and in addition, their representative(s), authorised person(s), entitled person(s) and heirs.
  4. Unless accepted expressly in writing by us, the general conditions of the other party are not valid.
  5. In the event that we have entered into an agreement with the other party whereby the applicability of these conditions has been agreed, then these conditions shall at the same time be applicable to any further verbal, telephonic, telegraphic or fax instructions or orders given in any other manner by the other party, regardless of any written confirmation from our side.

 

  1. OFFER
  2. All our offers are without any obligation, unless they contain a term for acceptance.
  3. All price lists, brochures and other data supplied with an offer are stated as accurately as possible. They shall only be binding if they are expressly confirmed in writing by us.
  4. We reserve the right to refuse orders or to supply on cash on delivery terms without giving reasons.

 

  1. AGREEMENT
  2. If an offer contains a proposal without any obligation which is then accepted, we have the right to retract the proposal, in any case within two working days after receipt of the acceptance.
  3. Our obligation shall begin after and inasmuch as we have accepted an order in writing and also if the execution of the agreement is signified by our verbal acceptance; any later, supplementary arrangements or confirmations that deviate from the previously mentioned written acceptance shall only be valid if they have been accepted or confirmed by us in writing.
  4. We are entitled, at or after entering into the agreement and prior to (further) performance, to require assurances from the other party that both the payment and any other obligations shall be fulfilled.
  5. Orders lower than 100 euros excluding VAT will not be accepted by us.
  6. Slight deviations with regard to the images shown, the original design, drawing, copy, model or test with no diminution of the quality, shall not provide reason for the dissolution of the agreement or entitlement to any form of compensation.
  7. We are authorised – if we deem it necessary or desirable – to employ the services of other parties to ensure the proper execution of the agreement.

 

  1. PRICES
  2. Unless otherwise stated, all quotes are subject to change.
  3. Unless otherwise stated, our prices are:
  • based on the prevailing purchase price levels, freight, insurance premiums and other costs at the time of the offer or the order date, respectively;
  • based on delivery from our company, warehouse or other repository;
  • excluding VAT, import duty, other taxes, levies and duties;
  • stated in Dutch currency; any exchange rate fluctuations will be passed on.
  1. In the event of an increase in one or more cost-determining factors, such as an increase in the value of the dollar and increases in the prices of raw materials, we shall be entitled to increase the order price accordingly, taking into account any relevant existing legal regulations.
  2. Agreements concerning reductions and/or increases in price shall only be binding after our consent is obtained in writing.
  3. With compound offers there is no obligation to the delivery of a part of the total performance for an amount stated in the proposal for this part or for a proportional part of the price quoted for the whole.

 

  1. DELIVERY AND DELIVERY PERIOD
  2. Unless otherwise agreed, delivery shall take place from our company or another agreed place where the goods are located at the time of entry into the agreement.
  3. Only if expressly agreed shall there be delivery to the house/company of the other party. In such a case we shall be entitled to recover the costs associated with the delivery and transport from the other party. For shipments with an invoice value under 500 euros there is a charge of 20 euros per order.
  4. The stated delivery times may not be regarded as fatal terms unless otherwise expressly agreed. In the event of untimely delivery moreover, we must be given notice of default in writing, whereby the other party shall allow us another reasonable term in which to fulfil our obligations.
  5. The agreed delivery period shall commence on the date upon which the agreement is made and we are in possession of the necessary documentation, data, etc., and we have received from the other party the advance payment which, according to the agreement, should be paid before commencement of the activities.
  6. With orders subject to further instructions, approval or the provision of necessary products, materials and/or drawings, the delivery period shall commence after we have received the further instructions, approval or products and materials from the other party.
  7. As the date of delivery the point in time at which we have placed the goods in the domain of the other party, or the date upon which we have notified the other party that the goods are available at a given location is valid.
  8. In the event that after the expiry of the delivery term the goods referred to in paragraph 6 have not been accepted by the other party, we shall notify the other party of the default in writing and also allow a reasonable term for acceptance. In the event that the other party shall still be in breach with regard to acceptance after the expiry of the reasonable term, we shall store the goods at the expense and risk of the other party. In the event that the goods are subject to rapid loss or deterioration, or when the retention thereof would provoke serious objections or incur unreasonable costs, we are entitled to the [private] sale of these goods. The proceeds of the sale of the goods in question shall then substitute for those goods, whereby we reserve the right to set off the damage suffered and the costs incurred by us as a result of the breach of the other party with the proceeds of the sale.
  9. Orders delivered on demand, including orders whereby the time of delivery is dependent on the requirements of the other party, then allocation, demand and acceptance must occur within a period of six months, calculated from the day of entry into the purchase agreement or another expressly agreed term, unless otherwise expressly agreed in writing. Solely by the expiration of the period, the other party shall be in breach and we shall be entitled to charge the goods not accepted by the other party. Article 4 paragraph 2 of these conditions is applicable to orders delivered on demand.

 

  1. TRANSPORT/RISK.
  2. If it is expressly agreed with the other party that the goods will be delivered to the house/company of the other party, than the means of transport, shipment, packaging, etc., if no further indication is given to us by the other party, shall be determined according to sound commercial practice. In the event that the other party has specific wishes with regard to shipment, the extra costs thereof shall be separately specified and provided to the other party upon entering into the agreement and these extra costs shall also be at the expense of the latter.
  3. The transportation of the goods shall always take place at the expense and risk of the other party. Also in the event that post-paid delivery is agreed, the risk of the transport shall be at the expense of the other party, even though the carrier claims that on delivery notes, transport addresses, etc., the clause is included that all damage during transportation shall be at the expense and risk of the sender. The other party should be adequately insured against this transport risk.
  4. The other party may return packaging that is still in good condition, post-paid, after receipt of which we will deduct the same amount that was originally charged for the packaging.
  5. If it is expressly agreed in writing that the risk of the transport shall be at our expense, or if, for whatsoever reason, a claim pursuant to article 6 paragraph 2, is unsuccessful, then we shall not be obliged to pay any compensation more than the amount we receive from the carrier or the insurer with regard to the loss of or damage to the goods in question during transportation. If necessary, at the other party’s request, we will assign our claim on the carrier or the insurance company to the other party.

 

  1. FORCE MAJEURE.
  2. Under force majeure is understood in this agreement: any circumstance independent of the will of the parties, or unforeseeable circumstance as a consequence of which fulfilment of the agreement by the other party can no longer be reasonably required. Under “force majeure” is in any case included: industrial action, excessive absenteeism due to illness of our personnel, transport difficulties, fire, governmental measures, including in any case import and export restrictions, fixing of quotas and interruption of operations affecting us or our suppliers, including breach of contract by our suppliers as a result of which we are not (no longer) able to fulfil our obligations towards the other party.
  3. In the event that such a situation of force majeure should occur, we shall not be deemed to be in breach and we shall be entitled to suspend the execution of the agreement if, and insofar as there is a temporary inability to fulfil our obligations or to definitively dissolve the agreement if, and insofar as there is a permanent inability to fulfil our obligations. In the case of force majeure, the other party shall have no right to compensation.
  4. We are entitled to collect payment for the activities carried out during the execution of the agreement in question, prior to the circumstances leading to the force majeure becoming known.

 

  1. LIABILITY.
  2. Our liability for damage is limited to an amount equal to the net invoice value of the delivered items or services or, if it is higher, the amount for which we are insured.
  3. Trading losses do not qualify for compensation. The other party should insure against this form of damage if required.
  4. If the relationship of the performance to be delivered by the other party with regard to the scope of the damage suffered by the other party gives due reason, the amount of compensation paid by us will be mitigated.
  5. We are not liable for damage caused intentionally or by the gross negligence of our subordinates.
  6. We are not liable for damage to materials and/or goods, which were provided to us by the other party, caused by our operations on or processing of these materials and/or goods, if the other party has not informed us in writing, at latest upon entry into the agreement, of the treatment, properties, quality, composition and applications of the goods supplied.
  7. If concessions are made by us or guarantees have been given with regard to the quality of the items [such as the tensile force of the heavy belt delivered by us] then those concessions or guarantees are valid only for the term indicated by us and for as long as the items remain in the same state as they were when supplied. All concessions or guarantees expire as soon as the items delivered by us are adapted or processed or become a component of a larger whole. Specifically, concessions regarding the tensile force of, for example, the heavy belt shall then expire. We are not liable for damage suffered by the other party or third parties in this regard. The other party shall safeguard us in matters regarding claims by third parties.

 

  1. COMPLAIN MANAGEMENT.
  2. The other party is obliged to inspect the items immediately upon delivery for any defects or visible faults, or to carry out this inspection after notification from our side that the goods have been placed at their disposal.
  3. Any complaints shall only be entertained by us if the other party, within 8 days of delivery of the goods or services, has notified us thereof in writing, with an accurate statement of the nature and the grounds for the complaints, including when and in what manner the defect was discovered.
  4. Complaints about invoices should likewise be in writing and within 8 days after the postal date of the invoice.
  5. After the expiration of this term(s), the other party shall be deemed to have approved the delivered goods or services or the invoice, respectively. In that case, complaints will no longer be entertained by us.
  6. Without prejudice to the stipulations in the previous paragraphs of this article, no complaints will be entertained for goods that have been adapted or processed by the other party in any manner or form. The submission of a complaint shall not relieve the other party of its obligations to pay pertaining to us.
  7. Return of the delivery may only occur with our prior written consent, under conditions to be determined by us.

 

  1. RETENTION OF TITLE, RIGHT OF RECOVERY AND RIGHT OF RETENTION.
  2. All delivered goods and items awaiting delivery shall remain our property. Ownership shall first be transferred to the other party when all claims that we have or shall have on the other party with regard to deliveries or services rendered, including in any case the claims referred to in article 3:92 paragraph 2 of the Netherlands Civil Code (BW) and including interest and costs, have been settled in full.

 

  1. As long as ownership of the items has not been transferred to the other party, these items may not be mortgaged or any form of rights granted on them to third parties, excluding those within normal business practice. The other party is obliged at our first request to co-operate in the establishment of a right of pledge on claims that the other party has received or shall receive with regard to resale to his customers.
  2. The other party is obliged to store the items delivered under retention of title with the necessary care and recognisably as our property.
  3. We are entitled at all times to (have taken) take away the items delivered under retention of title that are still the possession of the other party, with the other party or its keepers, if the other party is in breach of the fulfilment of its obligation to pay or is in financial difficulties or under threat thereof. The other party shall at all times allow free access to its grounds and/or buildings for the inspection of our items and/or to exercise our rights. If the other party, despite a written demand, refuses to extend its co-operation in the recovery of the delivered items, it shall forfeit a penalty of 500 euros per day that it is/remains in breach.
  4. We have the right to retain items in our possession belonging to the other party until all that is owed to us by the other party has been paid, regardless of whether orders supplied by the other party are related to the aforementioned or other items belonging to the other party. We also retain the right of retention in case of the bankruptcy of the other party.

 

  1. PAYMENT.
  2. We are entitled to demand payment in advance, or interim payments wholly or partially in advance, or to require any other, in our opinion appropriate, form of security.
  3. Payment should take place without any form of abatement or setting off of debts and within 30 days of the invoice date. The value date indicated on our bank/giro statements is determinative and shall be regarded as the day of payment.
  4. In the event of payment within 10 days of the invoice date, it is possible, where we expressly agree in writing, to deduct 2% of the net invoice amount as a discount. For cash on delivery however, no discount is permitted.
  5. If any invoice amount or advance payment bill remains unpaid, we retain the right to suspend further activities.
  6. Any payment by the other party shall extend primarily for the settlement of any collection and/or administration costs incurred by us and subsequently for the settlement of the interest owed by the other party and will thereafter be deducted from the oldest due claims.

 

  1. INTEREST AND COSTS.
  2. The terms of payment referred to in the previous article are fatal terms. The other party shall consequently, without notice of default, be in breach at the expiry of the agreed term of the payment. As soon as the other party is in breach, it is liable from the date of expiry until the day of full payment, to an interest charge of 2% of the overdue amount per (part of a) month.
  3. All judicial and extrajudicial costs incurred by us shall be charged to the other party. The extrajudicial collection costs shall be calculated in accordance with the current collection rates of the Dutch Order of Advocates, with a minimum of 250 euros. The judicial costs shall be determined by the costs of litigation actually incurred.

 

  1. DISSOLUTION AND SUSPENSION.
  2. If the other party is in breach of any of these conditions or the obligations laid upon it by this agreement, then, by force of law, our claims shall become immediately due and we shall have the right, entirely at our own choice, to dissolve the agreement by notifying the other party by means of a written declaration to this effect, or to suspend our obligations with regard to the agreement.
  3. In cases where the other party:
  4. is declared to be bankrupt, assigns an estate, submits a petition for suspension of payment(s), or the whole or part of its property is seized, or
  5. should die or be placed under tutelage, or
  6. decides to cease trading or transfer its company or an important part thereof, or the inclusion of its company in a new or existing partnership, or decides to change the objectives of its company, then all claims shall immediately become due and we have the authority to suspend (wholly or partially) the fulfilment of our obligations until the other party has provided security for the fulfilment of its obligations.

 

  1. INTELLECTUAL PROPERTY RIGHTS.
  2. Designs, drawings, models, descriptions, photographs, etc., which have been made by us on the instructions of the other party may not, without written consent, be wholly or partly reproduced or shown to third parties, or supplied or used for any purpose whatsoever. The other party is liable to us for damages arising due to third parties having seen the drawings and other above-mentioned documentation or it having been made available to them. The drawings, etc., created by us or fabricated on our instructions, should be returned immediately upon the first request. We are in no way whatsoever liable for errors in drawings, etc., which have been provided by the other party for the benefit of the execution of the agreement.
  3. If, during the execution of an order, use is made of drawings, brands, data or advice provided to us by the other party, and if as a consequence trade models, rights of use, patent rights, copyrights, trademark rights of any other third-party rights are infringed, then the other party shall safeguard us against any claims with regard to the agreements in force.
  4. If any third party should object to fabrication and/or delivery on the grounds of any alleged right, we are entitled, without further ado, to immediately halt the manufacture and/or delivery and to demand compensation for the costs incurred, potentially increased by compensation required from the other party, without ourselves being held liable for any form of compensation.

 

  1. APPLICABLE LAW AND DISPUTES.

Dutch Law is exclusively applicable to all our offers, agreements and the execution thereof.

 

All disputes, including those which are only regarded by one party as such, pursuant to or in relation to the agreement upon which these conditions are applicable, or concerning the conditions in question themselves and the interpretation or execution thereof, of both a factual and a judicial nature, shall be heard by the authorised Civil Court, within the region in which our business is established, inasmuch as legal stipulations permit.

 

The stipulations in paragraph 2 do not impede our right to bring the dispute before the competent Civil Court in accordance with the usual rules of jurisdiction or, if agreement can be reached with the other party within a week of a proposal from us to this end, to have it settled by means of arbitration or binding advice.