Terms & Conditions
1. SCOPE OF THESE GENERAL TERMS AND CONDITIONS
1.1 These general terms and conditions apply to all offers from Euro Mouldings and to all agreements concluded between Euro Mouldings and its customers. If the general terms and conditions have become part of an agreement between Euro Mouldings and the customer, the general terms and conditions also apply to later agreements/orders between parties, this insofar as they relate to similar products. 1.2 Deviation from these general terms and conditions can only be agreed upon in writing.
1.3 The applicability of the customer’s general terms and conditions are explicitly rejected and will therefore not be applicable to offers and agreements as referred to in the first paragraph.
2. QUOTATIONS AND CONCLUSION OF AGREEMENTS
The offers of Euro Mouldings are without obligation, except as far as explicitly stated otherwise in the offer.
An agreement between parties is only established after written confirmation of the order placed by the customer. Orders placed by the customer are irrevocable.
3.1 All prices are net, i.e. excluding VAT, other taxes or levies, import and export duties and excise duties.
3.2 If after the offer and/or the conclusion of an agreement cost price-determining factors unexpectedly change by 5% or more, such as, but not limited to, an increase in purchase prices, wages, transport costs and/or energy costs, Euro Mouldings is entitled, with the provision of a sound justification of the price change(s), to adjust the prices accordingly, after which the customer shall be obliged to pay this adjusted price.
4.1 The product to be delivered by Euro Mouldings shall exclusively comply with
the (technical) specification agreed upon by the parties. In no case Euro Mouldings guarantees that the product is suitable for the specific application of the product required by the customer.
4.2 Insofar as the agreement does not contain a specification with maximum toler- ances of the requirements to be met by the product to be delivered by Euro Mould- ings, information concerning the filling volume and weight of the product to be delivered shall only indicate average values. Deviations within reasonable tolerances that inevitably occur during production do not lead to non-conformity.
4.3 Information about the possible applications of the product are without obligation. The responsibility for the use of the product rests exclusively with the customer of the product, except insofar as a specific use of the product has been included in the agreement.
4.4 Euro Mouldings recommends to store or keep the product, both empty and filled, free of weather influences. In particular Euro Mouldings warns against the influence of UV sun radiation.
5. DELIVERY AND TRANSFER OF RISK
5.1 All deliveries take place Ex Works (Incoterm 2010), unless explicitly agreed otherwise.
5.2 In case of delivery in accordance with the provisions of the first paragraph, the risk of the complete or partial loss of the product is transferred at the time the product is received by the carrier. In all other cases, the risk is transferred at the time of arrival at the agreed place of delivery.
5.3 Unless otherwise agreed in writing, delivery periods and/or delivery times are only given as approximations and are therefore not binding. If an approximate deliv- ery period is not met, Euro Mouldings is only in default, after the customer has given notice of default in writing and after a further period of at least two weeks as stated in the notice of default for delivery has elapsed.
5.4 Place of execution of the agreement and of all obligations of the parties result- ing from a concluded agreement is Nijverdal.
6. RETENTION OF TITLE
6.1 Euro Mouldings reserves the ownership of the delivered product until the invoiced purchase price has been paid in full.
6.2 In case the customer is located in a country where the extended retention of title can be lawfully agreed upon, such a retention of title shall be deemed to have been agreed upon between the parties. Extended retention of title is understood to mean a stipulation that, in the event that the customer incorporates the product into another product (e.g. by filling the product), the retention of title shall also apply to the newly created product. The extended retention of title is also under- stood to mean a stipulation that the retention of title to the delivered product shall not only apply to the unpaid product, but to all delivered products until all due and payable invoices for all delivered products have been paid.
7. CUSTOMER’S OBLIGATION TO INVESTIGATE
7.1 The Customer must inspect the product for conformity within five working days of delivery. If the customer does not comply with this obligation to investigate, the customer will be deemed to have accepted the delivered product as sound and this
will therefore lead to the loss of all rights based on non-conformity, except to the extent that a proper investigation of the delivered product would not have brought the non-conformity to light.
7.2 Part of the required investigation shall in any case be the checking of the prod- uct by means of a relevant sample per batch delivered. In doing so, the customer shall examine whether the quality and/or quantity of the product delivered corre- sponds to what has been agreed between the parties.
8. DUTY TO COMPLAIN, OPPORTUNITY TO ASSESS THE COMPLAINT
8.1 If the investigation as referred to in the previous paragraph reveals a case of non-conformity, customer must notify Euro Mouldings in writing within three work- ing days, counting from the day following the day on which the investigation took place, under penalty of loss of all its rights resulting from the non-conformity found. In case of invisible defects discovered later, the term runs from the day of discovery of the defect.
8.2 The customer shall immediately give Euro Mouldings the opportunity to investi- gate the complaint at the first request.
9. PAYMENT, PAYMENT TERM AND SETTLEMENT
9.1 Unless otherwise agreed upon, the payment of invoices sent by Euro Mouldings for the delivery of the product is subject to a payment term of 30 days. Exceeding the term of payment leads to default of the customer by operation of law. If cus- tomer does not strictly comply with this payment term, Euro Mouldings reserves the right to change this payment term unilaterally and if necessary to demand advance payment or other forms of security for future deliveries. The same applies if based on other circumstances Euro Mouldings can derive justifiable doubt that the custom- er will fail in its payment obligation.
9.2 In case of exceeding the payment term, the customer owes a contractual inter- est of 1.5% per month on the entire invoice amount, without any further notice of default.
9.3 Payments made by the customer first serve to cover the costs due, then to settle the interest due and finally to settle the oldest invoice due, even if the customer states at the time of payment that the payment relates to a later invoice.
10. SETTLEMENT AND SUSPENSION
10.1 The reliance on settlement by the customer is excluded with regard to invoices sent by Euro Mouldings for the delivery of the product, except for as far as the claim of the customer has been established by law (with the force of res judicata), or as far as this claim has been acknowledged by Euro Mouldings.
10.2 The suspension of the payment of a due and payable invoice of Euro Mouldings in connection with any alleged shortcoming by the customer in the fulfilment of an agreement other than the agreement to which the invoice in question relates, is not permitted, except with the written agreement of Euro Mouldings.
11.1 In case of non-fulfilment of a contractual main and/or ancillary obligation by Euro Mouldings which originates from its own intent or conscious recklessness, or from intent or conscious recklessness of employees charged with its management, Euro Mouldings is liable for the direct damage resulting therefrom for the customer. In all other cases liability for direct damage, resulting from non-compliance as meant in the previous sentence, is limited to an amount equal to twice the gross invoice value of the product and/or delivery as a result of which or in connection with which the damage occurred. If Euro Mouldings is insured for a certain damage, the liability for this damage, except on the basis of the provisions in the previous two sentences, is in any case limited to the amount covered by this insurance in the specific case. 11.2 Any liability of Euro Mouldings for indirect damage, including but not limited to: loss of profit, personal injury, property damage, goodwill, immaterial damage, however caused, is excluded, except in case it is based on intent or gross negligence on the part of the employees in charge of its management.
12. DISPUTES, APPLICABLE LAW AND COMPETENT COURT
12.1 All offers of Euro Mouldings and agreements between Euro Mouldings and the customer are governed by Dutch law, including the Vienna Sales Convention.
12.2 All disputes between parties will be submitted by the most reasonable party to the exclusively competent court in Utrecht. Contrary to the provisions in the previous sentence, Euro Mouldings is authorized to bring a dispute before the court of the place of business of the customer.
13. OTHER PROVISIONS
13.1 If any provision in these general terms and conditions is wholly or partially non-binding, or becomes non-binding, the other provisions of these general terms and conditions will continue to apply in full. If the occasion arises, the parties will consult with each other with a view to replacing the non-binding provision of these general terms and conditions with a provision that comes as close as possible to the purpose and essence of the non-binding provision.
13.2 If these general terms and conditions are available in several languages, the Dutch text will be decisive in interpreting these general terms and conditions.