General terms of sales N Light BV
In these terms it is understood by:
2. Principal: the opponent of the instructor in
agreements concerning the delivery of goods
and/or the service.
3. Delivery: the delivery of goods and/or the service.
2. Realization agreement
1. Offers of instructor are without committing oneself and revocable until the agreement comes off. The agreement first comes off after definite written acceptance of the order through the principal. An agreement first comes off when the acceptance of the order by the instructor differs from the order on minor points, in spite of possible objections of the principal.
2. An order of the principal comes off (among others) by completing the order-sheet by the principal or by the representative of the instructor in consult with the principal. The copy of the order-sheet which is in the possession of (the representative of) the principal counts as an evidence of completing as intended in the former sentence, except counter-evidence. This order is irrevocable.
3. Terms of delivery
1. Every mentioned term of delivery from instructor to the principal is only valid by approximation. The agreement cannot be dissolved by the principal on account of exceeding the terms of delivery, unless the instructor does not carry out or does not complete the order within a to him by registered letter noticed reasonable term of delivery of the principal, after expiry of the original mentioned term of delivery. However, dissolve is only permitted as far as from the principle cannot be required in reasonableness that the agreement lasts.
2. An exceed of the terms of delivery is not valid when a to the instructor imputed shortcoming is the consequence of a beyond the power of the instructor, whatever foreseeable circumstance. Anyway in such a circumstance are valid: war or thereupon liking situations, rebellion, sabotage, boycott, strike, occupation, blockade, shortage of raw materials, illness of the instructor or his staff, shortcoming of suppliers and/or forwarders, measures of the authorities (a foreign authority and international organisation included) such as transport-, import-, export- or production embargo (including disabilities by quota-settlements, as well as not allowing one or more export licences to suppliers of instructor, as well not allowing one or more import licences to the instructor), catastrophes, bad weather, thunderstruck, fire, explosion and stream out of dangerous substances or gases.
1. The risk of loss of, destruction of and/or damage to the goods to be delivered goes to the principal after delivery. Under "delivery" is understood: a. in case the goods are collected through or in the name of the principal at the warehouse of the instructor or at a through the instructor indicated factory: the receipt of the goods through or in name of the principal: b. in case it is agreed upon between the principal and the instructor that the goods will be forwarded through a third person to one by the principal indicated or to be indicated place: the receipt of the goods through the third party. c. in case the goods are not received on the agreed point of time by the principal or the third party or on this point of time no agreement can be reached: the shipment by the instructor of a letter to the principal, in which this last is informed that the transactions can be received through or in name of him or a third party, as well as wherein, for so far as possible, the transactions which are intended for delivery to the principal are individualised.
2. The principal is obliged to sign for receipt upon delivery through parties who are authorized to do this in his name. While signing for receipt these persons have to mention their initials and surname, as well as placing their signature and a company stamp.
1. Unless it is was agreed upon otherwise explicit in written all prices are excluding V.A.T. and other authority taxes, as well as excluding possible licence cost. When the amount to be paid through the instructor to obtain property of (the raw material for) the goods to be delivered to the principal, after acceptance of the order through the instructor, increases as a result of changes in the value of foreign currencies, the instructor has the right to pass on this increase to the principal.
2. The instructor is obliged to charge increases other than the, in the preceding paragraph meant, costs which appear for him also in connection with the delivery p.e. increase of the purchase prices, wages and transport costs pass on to the principal, as far as these costs appear after three months have passed after the realization of the agreement.
6. Payment; security
1. Unless it is agreed upon otherwise and undiminished the right to require a payment in advance or cash payment when the instructor has any reason for that, the payment has to be made within 30 days after date of the concerning invoice. The instructor has the right to make sub-deliveries and to send sub-invoices.
2. The delivered goods remain property of the instructor until the principal has settled all of which he owes to the instructor on account of or in connection with deliveries. The instructor has the right to take back the goods which belong to him with his own hands wherever they may be, in case the payment does not take place in time. The principal grants on the first request of the instructor other, all or not additional security for the payment.
3. Settlement through principal with a withdrawal is only permitted as far as this counter-claim is specially approved by the instructor or in is fixed rightly irrevocable.
4. In case a payment has not taken place within the agreed period the principal is in default, without any default or dun is necessary, and on the amount due he is direct claimable interest payable of 1% per month or "if higher" the legal interest. A part of one month goes in this connection as a whole month. Moreover the instructor is able, as far as delivery has not taken place yet, to suspend the delivery completely until the complete payment of the amount due is received. When a payment, after a dunning letter within the noticed terms, fails to come the instructor is authorized to dissolve the agreement of his choice complete or partial by means of a written explanation, such without prejudice his right to a indemnification. All costs for the instructor, that are attended to the collection of what the principal is due to the instructor, will come for the account of the principal. The extra judicial costs (under which also a reasonable compensation for the instructor or his staff to spend time for the collection is included) amount to a minimum of 15% of the purchase price.
5. What the principal is due to the instructor owing to the agreement is fully directly claimable in case of: suspension of payment or bankruptcy of the principal or a request for that purpose, decision of the principal to full or partial suspension or transfer of the company, attachment under the principal, is not paid in time more than twice by the principal.In the first three cases the instructor is obliged to terminate all agreements with the principal immediately, when the principal has not provided a suitable security for everything what the principal is obliged to the instructor and still will be within 8 calendar days after a for that purpose in the instructor€s opinion extended request.
1. The principal is obliged to examine the deliveries as soon as possible after execution on possible shortages and confirm the found shortages within 8 calendar days in written to the instructor. At first sight perceptible shortages as well as complaints regarding the delivered quantity have to be notified in writing within 2 working days after delivery to the instructor. When abovementioned rules are not taken in consideration the right of the principal expires to appeal to the perceptible shortages.
2. Shortages, which are notified to the instructor in writing within the valid terms that are mentioned in the preceding paragraph, and further only those shortages in the delivered goods, which could not be found with reason at the inspection but however are found within 3 months after the delivery and are notified in writing within 14 days, will be, as far as these can be imputed demonstrable for shortage of the principal, cancelled free of charge by the instructor by means of "at the option of the instructor" repair and/or replacement.
3. The principal can never appeal to shortages in the delivered goods, in case and so far these goods have undergone preparations or operations after delivery by the instructor.
4. Shortages in the delivered goods do not give any ground for decomposition of the concerning agreement, unless it concerns shortages as mentioned in paragraph 2 and the instructor does not manage to solve the shortages acceptably after repeated efforts. In that case the principal is authorized to decompose, in case and so far the maintenance of the concerning agreement can not be demanded on him reasonably. Small differences in quality, composition, colour or otherwise, which in the technical point of view, are not to prevent or which only can be allowed according to common use, can never form a ground for decomposition by or on request of the principal.
5. Delivered goods may only be returned to the instructor after this one has given his permission in writing in advance. After obtained permission the goods have to be returned to the instructor, and not to one natural or corporate body who has appeared as his representative with respect to the principal. The principal has to bear all costs of the return shipment; insufficient post-paid return shipments are not accepted by the instructor. Neither giving permission by the instructor for return shipment nor take delivery of a parcel of returned goods does cause some right of the principal. Also after a return shipment the goods stay for the invoice and risk of the principal € under which the cost of storage - until the principal has agreed explicit in writing with the decomposition of the agreement regarding the returned goods, or the sentence has been entered the decomposition of it.
8. Responsibility for damage
For damage out or in connection with deliveries and/or services by or because of the instructor to or on behalf of the principal one thing and another in the widest sense for what the instructor can be hold responsible by right, as far as coercive judicial clauses involve nothing else applies the following.
1. Only that damage is considered for compensation of which the principal has proved beyond any doubt that this is the result of a circumstance or an event for which the instructor is responsible in justice.
2. 2a. Damage, as far as it concerns lacked profit or decreased turn-over, is not considered for compensation.
2b. Damage, in connection with damage or loss of a case or with an injury on a person, is considered for compensation to an amount of maximum the value of the delivered goods.
2c Other damage than meant under 2a and 2b is compensated till 50% of the net-invoice value € (being the gross invoice value minus the V.A.T. and other possible public taxes) € of that delivery c.q. that service, with which the damage is connected, on the understanding that from this damage nevermore is compensated than EURO 4550,00.
3. The mentioned compensations under 2b and 2c are valid for all damage cases together that result out of a delivery c.q. a service, with which the damage is connected.
4. Undiminished what is determinated in the beginning and in the preceding paragraphs the damage, that is suffered within six months after the delivery of the case in question and/or after the end of the service in question and which besides within that term within the on ground of article 7 applicable claim time is stated in writing to the instructor, is only considered for compensation.On penalty of complete expiry of the right on compensation the instructor is given all desired co-operation with his examination of the cause, nature and extent of the damage for which a compensation is required.Actions on account of damage expire within six months after discovery of the damage.Settlement with not accepted or not irrevocable in right determined claims are not permitted by the instructor.
5. The principal secures the instructor from progress on account of third persons whatsoever, who claim to have suffered damage by a case and/or a service, which the instructor c.q. has delivered to or respectively has lent on account of the principal.
6. (Corporate)bodies, which belong to the company of the instructor c.q. are in service with the instructor c.q. which are employed by the instructor for de execution of the agreement and which are applied for damage by the principal, can also appeal to above-mentioned conditions. From these (corporate)bodies and the instructor together never can be claimed more damage than the principal alone should have to make good.
7. If and for so far the limitation of responsibility in a certain case is judged unreasonable onerous or unacceptable, a limitation is valid that in all considering circumstances of the case is still acceptable.
9. Rights of industrial and intellectual property
1. The principal secures the instructor from all damage € including the costs attending the conduction of as well as the defence in judicial procedures € which the principal suffers when appears or is put by third persons that cases, which are delivered by the instructor in order to meet a to him supplied order by the principal, infringe the rights of industrial and/or intellectual property of third persons.
2. The principal is esteemed, in case the sales agreement is dissolved or the instructor obtains the right on any other ground to sell the goods to third persons, but the goods are provided in the meanwhile of a to the principal in property belonging brand or are packed in a packing that is protected or of which the parts are protected on ground of any to the principal rightful right of industrial or intellectual property, together with passing the order the instructor has been provided with a licence under all needed rights of industrial and intellectual property on behalf of the by the lastnamed realisation of the concerning affairs. As far as the principal is no owner but only licenceholder of the in the last paragraph meant rights of industrial and intellectual property, the principal is respected as far as permitted on ground of the to him provided licence the instructor a sublicence has been given on behalf of the by the lastnamed realisation of the concerning affairs. As far as the in the last paragraph meant licence agreement does not permit that the principal provides a sublicence to the instructor, the principal binds himself to do all what is possible to induce the owner of the concerning rights of industrial and intellectual property to provide the instructor with the necessary licence(s). The principal will settle all costs that are attached to the licences. In the case the rightful claimant is not provided with the necessary licence(s) the principal is responsible for the resulting damage for the instructor.
10. Returnshipment packing
1. The principal is obliged at his expense, when the instructor asks for it, to return to the instructor the packing(s) in which the goods are delivered to the principal. The principal is responsible for the damage towards the instructor that results in not meeting such a request for the instructor (in time).
11. Applicable conditions; applicable law; competent judge
1. As far as it is not agreed upon explicit in writing otherwise the by the principal applicable general conditions are not valid, neither besides the present General Conditions of the instructor. Of these last conditions cannot be deviated except by means of mutual explicit consensus of will.
2. On agreements and possible other applicable law between the instructor and the principal the Dutch law is applicable, under which the uniform law concerning the international purchase of movables is not included. As far as the agreement and/or the applicable General Conditions do not differ from that, the interpretation of the delivery conditions agreed upon as free domicile, f.o.b. and so on the conditions of the "Incoterms" are valid, as they were valid on the moment of confirmation of the order in writing by the instructor as meant in article 2, paragraph 1 of these conditions.
3. In respect of a dispute between the instructor and the principal the absolute competent judge of the District Court will take note of it in case of exclusion.