General Conditions All Care B.V.
1. Definitions and General
a. Unless explicitly stated otherwise, the following terms shall have the following meaning:
- All Care: All Care B.V., a private company with limited liability, incorporated under the laws of the Netherland;
- Purchaser: every contract party of All Care.
b. These general conditions form part of any sales agreement made between All Care and the purchaser or any other agreement of which the supply of goods form part, unless expressly agreed otherwise in writing.
c. The applicability of any conditions used by the purchaser are hereby excluded, unless agreed otherwise in writing. Should there be any discrepancy in latter case between the present conditions and the conditions employed by the purchaser, the present conditions are to prevail.
2. Tender / orders
a. All tenders, made in whatever form, are without obligation unless agreed otherwise in writing.
b. Orders are only then binding on All Care when they have been confirmed in writing by All Care or on the actual execution thereof.
c. Offers and orders placed verbally or by electronic transmission shall only become legally binding if they have been confirmed via a purchase orde rnumber from All Care.
d. All Care determine a reasonable minimum size of the order until delivery.
3. Weight, quality and advice
a. All Care grants no single express or implicit guarantee apart from the fact that the goods sold, at the time that these leave the factory or warehouse of All Care, meet the norms that are valid for the sale of such goods, including the knowledge of the specifications made available by All Care to the purchaser.
b. Processing, application and other advice, as also supervision and instructions do not lay on All Care any obligation for the execution and the final result. Every liability in this case hereby excluded.
a. All prices are valid excluding value added tax, unless agreed otherwise.
b. Should no price have been expressly agreed on the realization of the agreement, the price is valid as stated in the price catalogue or circular valid at the time of the order.
c. Any packing included in the sale price is not refuncable.
d. Any pallets included in the sale price are not refundable.
5. VAT registration number
a. The parties are mutually obliged to give to the other the correct VAT number and to give immediate mention of any alteration to it.
b. Should the purchaser not observe the obligations staed in 5.a, the purchase price will automatically be increased by the VAT and other amounts to the extent that All Care is liable to pay them as a consequence of this non-observance. The retention of tile of All Care also includes this obligation to pay.
c. Without prejudice to suspension or other rights, All Care has the right to suspend all further deliveries until such time as the purchaser has me the obligations stated in cluases A and B.
d. Should All Care not observe the obligation referred to in clause A, All Care is to recompense the purchases for the VAT and other sums to the extent that the purchaser owes them as a consequence of such non-observance
6. Prices increases
a. All Care is entitled to increase the price if after a tender has been brought out, regarding the realization of the agreement the costs of raw materials or aids, expressed in the currency of the agreed price, are subject to increase.
b. Raw materials and aids are in any case taken to include: electicity goods that All Care obtains from third parties, wages, salaries, part, social charges, charges of the authorities, freight cost and insurance premiums.
7. Delivery / periods of delivery
a. The delivery of goods occurs Ex Works unless agreed otherwise in writing. If it is agreed to carriage paid that is never to mean more than the freight is for the account of All Care to the unloading bay of the purchaser.
b. The delivery address is to be reasonably accessible for such means of transport, which are normally used by suppliers. The purchaser is to ensure sufficient loading and unloading facilities at the delivery address. The purchaser is to make avialable at no charge sufficient personnel and (mechanical) aids to unload the goods and the loading of any return freight. The purchaser is to do all possible to ensure that the waiting period between the time of report of arrival at the delivery address and the time at which the unloading of the goods delivered can be commenced should be reduced to a minimum.
c. The sole contravention of the agreed term of delivery is not to result in default by All Care. The purchaser is entitled to request in such cases that the delivery should still be made within a reasonable period, on default of which, excepting that determined in article 13, the purchaser is entiled to rescind the contract unilaterally by registered letter with regards to the part not executed. The purchaser does not have this right if he is in default on his side.
d. All Care has the right at all times to deliver the goods cash on deliver or to require payment in advance or a guarantee in the form requested by him.
e. Return deliveries are only then permitted if All Care has expressly permitted the same in writing.
f. All Care is entitled to supply deliveries in installments and to invoice them, unless otherwise agreed in writing.
a. Should the goods supplied by All Care clearly not respond to the agreement, the purchaser is required to complain immediately on delivery and to state the deficiencies or have them stated on the delivery note presented for signature. Any complaint arising from other deficiencies is to made immediately upon the purchaser first noting the fact or within a reasonable period to note them, but not later than two weeks after the date of the invoice.
b. If a timely complaint is not lodged, the purchaser loses his claims on All Care and the delivery is regarded as unconditionally accepted. Should the purchaser make a timely complaint, he must be able to show that the deficiency already existed at the time of delivery; All Care will only be obliged to make a subsitute lot available to the purchaser. At the personal choice of All Care All Care may repay the amount already paid for such goods or credit the purchaser for the amount charged for such goods.
c. Complaints by telephone are to be confirmed in writing within the period stated in 8.a. on submittal of evidence, samples, quotation of product numbers etc.
d. Every right of complaint lapses on alteration of the nature, the composition or the packaging of the product by the purchaser or by third parties.
e. The purchaser does not have the right to complain based on the fact that the goods supplied by All Care do not possess the qualities by him for the desired use, unless the purchaser on entering in to the agreement has made known to All Care in writing that the goods are to possess such properties and that All Care has guaranteed these qualities in writing.
a. Payment is to be made within the period stated on the invoice, unless stated otherwise.
b. In the case of a new business relationship or for other reasons, All Care may request pre-payment or other securities as it sees fit.
c. Any differences between the purchaser and All Care regarding quality or on any other matter regarding complaints received from the purchaser do not give the right to suspension of payment.
d. Overdue accounts are subject to a 1.5% monthly service charge (18% annual) or the highest possible rate, according to applicable law.
e. In case of payment not being made on time the purchaser is bound to recompense all the extra-judicial cost regarding collection of any accounts outstanding to a minimum of 15% of the amount outstanding increased by any interest owing. All Care is to determine himself at all times to which outstanding invoice of the purchaser any payment is to be attributed.
10. Risk / retention of title
a. The risk regarding damage or loss of the goods delivered and of any damage arising there from is to be transferred to the purchaser immediately on delivery.
b. All goods supplied by All Care remain the property of All Care himself until the purchaser has settled the account. The purchaser is however entitled to sell the goods of process them within his own management, on the condition that the purchaser has informed his entire content of this article. All Care is always entitled to desire that the purchaser should only sell or deliver the goods after the purchaser has give a non-possessory lien for the benefit of All Care on the goods supplied. As soon as All Care has made such known to the purchaser there is automatic suspension of the qualification as referred to in the second sentence of this clause section.
c. Should the purchaser be negligent towards All Care in the correct and/or timely observation of one or more of his obligations, the qualification referred to in the previous section is automatically to laps. It comes into force once more with retroactive force onze the other pary has met his overdue obligations.
d. The purchaser is never entitled to mortgage and/or surrender them.|
11. Duty to exert due care
a. The purchaser undertakes to treat the goods with due care and in accordance with the instructions of All Care and not to undertake any actions whereby the quality or the safety of the goods or the reputation of the brand names of All Care are affected detrimentally.
12. Patent claims, protection rights
a. With any purchase, the purchaser acquires the product but no other rights associated with the product. In particular, All Care remains in possession of all intellectual property rights related to the manufacturing and composition of the product.
b. The use of trademarks in offers does not provide for the use of such trademarks. Permission for such use must always be obtained from All Care by the purchaser in advance of writing.
c. All Care does not offer any guarantee that the use or resale of its products will not violate the protection or patent rights of third parties.
13. Observation / Guarantee
a. All Care is to render good performance in accordance with the agreement and guarantees quality demands, which are reasonably set, considering the nature of the performance to be supplied.
b. In the case of non-observation of reasonable performance the purchaser may request All Care to repair the deficiency or defect, unless the shortcoming referred to is also due to the purchaser himself.
c. The purchaser can request replacement of the performance supplied should deviation from such performance in accordance with the agreed performance justify such and the purchaser has taken care of that performed with due care as debtor.
d. Regarding observation of that which is not fitting on the part of All Care is not to include slight deviation in measurement/number, slight colour differences.
14. Liablility and indemnification
a. Every liability of All Care for damage, extra-contractual liability included, arising out of goods supplied by All Care or otherwise connected to the agreement made between the purchaser and All Care is excluded.
b. Should the excluding of liability of All Care contained in article 14.a, or any claim to it, not be accepted by the court, then the liability of All Care is limited to the sum of payment All Care can claim with its liability insurance.
c. All Care is never liable for damage to the purchasers' company, including damage to turnover, loss of profit or damage to the good will.
d. Purchaser, on behalf of itself and its employees, agents, clients or other third parties, shall indemnify, defend and hold harmless All Care, its directors, officers, employees and its suppliers from and against any and al liabilities, claims, demands, damages, causes of action, losses, expenses and attorney's fees, whether known or unknown, arising out of goods supplied by All Care or otherwise connected to the agreement made between the purchaser and All Care.
15. Force majeure
a. Should All Care, as a consequence of any reason not be in a position to meet his duty to deliver, the All Care is entiled to suspend the delivery of the goods without being in default until such time as the circustances beyond his control are terminated.
b. Should be circumstances beyond his control last longer than one month, both All Care and the purchaser are entitled to terminate the agreement unilaterally by notification to the other party with regard to that part of if not executed without the intervention of any judiciary.
c. Circumstances beyond one's control are taken to include in any case: war, revolution, disturbances, fire, state of the elements, flood, transport hindrances, illness, measures of the authorities including measures affecting import and export, failed crops, disturbance in the supply or provision of raw materials, energy or company necessities, including the default of suppliers from whom All Care draws one thing and another, strikes, lack of or damage to machines, as also any other trouble in the business of All Care.
d. Furthermore circumstances beyond one's control are taken to inspective of the fact that this was to be anticipated at the time of realization of the agreement- which affects the observance of the agreement either temporarily or permanently or makes it considerably more difficult to expensive.
e. That determined above also applies if there is talk of circumstances which are due to the personnel of All Care.
a. All Care is entitled, without any compensation being payable to the purchaser in such case, to terminate the agreement and all other current agreements between the parties unilaterally, in whole or in part, without the intermediary of the law and to repossess the goods delivered if:
- The purchaser is in arrears with payment of the purchase price or any other sum that he owes All Care;
- The latter has been declared to be in a state of bankruptcy or has requested suspension of payment.
b. In the case of the termination of the agreement on the grounds stated in the previous selection, any claim that All Care may have on the purchaser will be immediately claimable in ints entirety.
c. In the case of bankruptcy or of suspension of payment of the purchaser, All Care is entitled, without there being any recompense due to the purchaser, to terminate the agreement and all other current agreements between the parties unilaterally without judicial intervention as regards that portion not executed. Article 13.b is of equal application.
d. That determined in this article does not hinder the right of the terminating party to complete recompense for the damage suffered.
a. The law of the Netherlands applies to all agreements made with All Care, unless and to the extent that it has been agreed otherwise in writing.
b. The stipulation of the Uniform act regarding the international purchase of moveable physical affairs (LUVI, The Hague, 1 July 1964) and the Treat of the United Nations regarding international purchase agreements (CISG, Vienna, 11 April 1980) do not apply unless agreed otherwise in writing.
c. All disputes between the parties are to be brought before the competent judge of the district Arnhem.
d. All Care nevertheless remains etitled to enter a claim to the judge who is competent according to law.
Veenendaal, May 2018