VERENIGDE BEDRIJVEN JANSEN - WIJSMULLER & BEUNS B.V.
Article 1 - APPLICABILITY
1. These conditions of sale and delivery shall be applicable to, and form an integral part of all offers, confirmations of orders, agreements and deliveries between Verenigde Bedrijven Jansen - Wijsmuller & Beuns B.V., hereinafter to be called seller, and each and any buyer/principal of seller, hereinafter to be called buyer.
2. Additional and deviating conditions shall only be applicable if and in so far as they have been expressly accepted by seller.
3. Any buying conditions that may be applicable, shall remain intact in so far as they do not conflict with our conditions of sale. In the event that the provisions of the buying conditions are in conflict with the provisions in these conditions of sale, the provisions in these conditions of sale shall be binding.
Article 2 - OFFERS
1. All offers shall be subject to confirmation, unless it has been expressly agreed otherwise.
2. Purchase agreements concluded through representatives or intermediaries shall be effective only after a written confirmation by seller.
3. The contents of this confirmation shall be binding upon both parties, unless a written objection has been made within eight days after the dispatch of the confirmation.
4. If buyer places an order for delivery at such short notice that previous confirmation in writing is not possible, buyer shall be obliged to complain within two days after receipt of the goods for wrong delivery, faulty delivery, calculation of prices or applicability of these conditions, and confirm this complaint in writing by return of post, returning at the same time the goods delivered freight paid and giving evidence that his order has not been executed correctly; complaints at a later time shall not be possible.
Article 3 - SAMPLES
Any samples that may have been supplied shall be considered to be type samples; deviations in structure, colour, weight in grams, size, quality, finish, moisture content, etc. are expressly reserved. Seller may, if so desired, as yet send an invoice for samples already supplied - if applicable with sample rebate - or demand the return of the sample material if no purchase has followed.
Article 4 - DELIVERY
Delivery takes place by the surrender of goods to the forwarding agent or conveyor in charge of the transportation. Deliveries in the Netherlands with an invoice value of over € 158,82 (in Belgium € 216,89), not incl. VAT, are made free domicile, with the exception of acid-free boxes and folders. Below this amount, freight expenses are charged for. In the option of seller delivery may take place by his own means of transportation and presentation to the buyer's establishment. However, the goods shall always travel for buyer's risk.
Article 5 - TIME OF DELIVERY
1. Times of delivery shall apply by approximation. Exceeding the time of delivery shall not constitute a ground for compensation or dissolution of the agreement made. If the delay in delivery is due to force majeure or circumstances as a result of which the (timely) delivery by seller cannot be demanded, or to some act or negligence on the part of buyer, the time of delivery shall be extended by such a period as will be reasonable under the circumstances. Force majeure shall be understood to be any circumstance independent of seller's will or intention, which prevents the fulfillment of the agreement temporarily or permanently. In case of force majeure the seller shall have the right either to extend the time of delivery of the goods with the duration of the force majeure, or to cancel the agreement in so far as it has not yet been executed, without having to pay any compensation in one of these cases.
2. If, for any reason whatsoever, buyer does not take delivery of the goods sold, seller shall be entitled to store these goods for buyers account and risk, without prejudice to buyer's obligation to pay the fuII purchase price and buyers obligation to pay a fine of at least 15% of the purchase price and without prejudice to buyer’s obligation to pay the full amount of the damage sustained by seller. Goods delivered are never taken back.
Article 6 - COMPLAINTS
The acceptance of the goods by conveyors without any remark on the consignment note or the receipt shall serve as evidence that the consignment has been handed over complete and in apparent good order and condition. The copy of the forwarding advice, consignment note, receipt or other form of acknowledgement of receipt, signed by buyer, shall serve as evidence that the goods mentioned therein have been received by buyer complete and in apparent good order and condition, unless the acknowledgement of receipt contained a statement to the contrary. In so far as complaints do not have to be made within two days in accordance with article 2 they shall be submitted in writing within ten days after receipt of 1he consignment at the latest. Later complaints shall not be possible, unless the complaints concern hidden defects. However, complaints concerning such defects shall have been brought to seller's attention in writing within three months alter delivery, if they are to be considered for admission.
Article 7 - DEVIATIONS IN DELIVERIES, EXCESS OR SHORT DELIVERIES
1. For the purpose of answering the question as to whether the goods delivered deviate too much from what has been agreed upon, the total consignment shall be judged: rejection can only take place if more than 20% of the consignment shows improper deviations. The weight in grams of the goods delivered may only deviate 10% from the weight agreed upon. The same percentage is allowed for deviations in thickness and size, the latter, however, only with untrimmed and trimmed sizes. With formats cut to size pursuant to a written order an allowance of 1% with a minimum of 5mm is permissible, while also an allowance of 1% in the 90° square cut is permissible, which percentage is calculated by taking the length of one of the sides measured perpendicularly thereon. Buyer shall bear all risks if mistakes have been caused by the fact that he has only given oral instructions, so not in writing, for the cutting to size.
2. Seller shall have the right, in case of indent orders, to deliver quantity maximally 10% more or less than the quantity ordered, naturally with invoices adjusted accordingly and without any right to compensation. In deviation from the above a deviation not exceeding 20% shall be permissible for deliveries of specially manufactured paper and cardboard up to a quantity of 3,000 kilograms.
Article 8 - PRICES
The purchase prices are always strictly net, and do not include sales tax. Prices are based on the
purchase and/or cost price, rates, wages, taxes, duties, excise duties etc., existing at the time of the offer. If an increase has taken place in the time between the offer for the order and the execution thereof in one of these factors, including any increases charged on to seller by suppliers, seller shall have the right to charge on these increases to buyer and buyer shall be obliged to pay the price thus increased.
Article 9 - PAYMENT
1. Payment shall be made without any discount or compensation within thirty days after delivery. Any complaints or disputes whatsoever shall not give buyer the right to delay payment.
2. If payment has not been made within the period stated buyer shall be in default without any reminder or summons being required and buyer shall then owe an interest of 2% on top of the legal interest on the principal sum as of the period stated.
3. All collection costs, both judicial and extrajudicial, shall be for buyer's account. The extrajudicial
costs are fixed at 15% of the principal sum with a minimum of € 33,94.
4. All payments shall first be applied to reduce the amounts due for costs and interest and
subsequently the oldest unpaid debts.
5. If buyer neglects to pay to seller any one invoice amount due to seller or neglects to receive, at the time agreed upon, orders placed, seller shall have the right to suspend the execution of all orders from buyer until buyer has met all his obligations.
6. Seller shall at all times have the right, before making delivery or before continuing the execution of the order, to demand sufficient security from buyer as he may deem necessary for the fulfillment by buyer of his obligations to pay. This provision shall also apply if a credit has been stipulated.
Article 10 - LIABILITY
1. It is known to buyer that it is seller's business to deal in - not manufacture - paper, cardboard, bookbinding, restoration and conservation materials, self-adhesive foil, etc. all of this in the widest sense. Seller does not accept any liability for non-delivery by seller's suppliers to seller nor for defects of the goods supplied to seller in so far as this liability exceeds the liability of seller's suppliers to seller if this is consequent upon full or partial negligence on the part of seller’s suppliers. Furthermore any right to claim compensation shall cease to exist as soon as the goods have been fully or partly processed, or sold and transferred to third parties. If a complaint to seller is well-founded, seller shall have the right, either to make a new delivery - subject to a period (or later delivery, equal to the time of delivery originally agreed upon - or to credit that part of the invoice amount to which the complaint is related. Indirect or further damage shall never form a ground for compensation and liability for such damage will not be accepted.
2. Seller does not grant any guarantee whatsoever as regards the functioning and/or applicability of the goods delivered. Buyer himself ought to ascertain timely, by means of suitable tests and inspections, if the products suit the purposes envisaged. Any liability in this connection is expressly excluded.
Article 11 - RESERVATION OF TITLE
1. All goods supplied by seller, whether processed or unprocessed, shall remain the exclusive property of seller until buyer has met all his obligations ensuing from the relative agreement. Buyer shall not have the right to give such goods as security to third parties or to transfer their ownership. Buyer binds himself, in case seller deems it necessary to exercise his reserved rights, to return at seller's first request all goods delivered, against a receipt, and to give all necessary cooperation and information in this matter, such as granting access to the storage space, etc. Buyer shall inform seller at once as soon as a third party is of opinion, for any reason whatsoever, to be entitled to these goods and/or is taking or is going to take steps for that purpose. In case of a violation of the provisions of this paragraph seller shall have the right to consider claims not yet due for payment to be payable at once, and to claim back any goods delivered but not yet paid for, without prejudice to seller's right to claim compensation for any damage, loss of profit and interest.
2. In the event buyer is declared bankrupt, or has filed a petition for a moratorium, or is in default of fulfilling his obligations towards seller, seller shall have the right to suspend, or to declare wholly or partly dissolved by registered letter, any and all existing agreements without any judicial intervention. Seller shall furthermore be entitled to claim any full amount due by buyer, without any warning or without having to declare buyer in default all of this without prejudice to his right to compensation of costs, losses and interest, and further more to take back the goods falling under the reserve of title as referred to in the first paragraph of this article, buyer being obliged to afford seller an opportunity to do so.
Article 12 - LIABILITY FOR PRODUCTS
In so far as seller should be held liable by third parties in connection with the goods sold, buyer shall fully indemnify seller.
Article 13 - DISPUTES
1. Any and all disputes shall exclusively be submitted - except if it should concern disputes belonging to the competence of the cantonal judge - to the competent judge of seller's place of establishment, unless the latter should decide to submit the dispute to the competent judge in buyer's place of establishment.
2. All offers or agreements shall be governed by Dutch law. The Uniform Law on the international sales of goods and the Vienna Purchase Treaty of 1980 are expressly excluded.
GENERAL CONDITIONSOF SALE AND DELIVERY
CEKA HANDELSONDERNEMING B.V.
Article 1 - APPLICABILITY
1. These conditions of sale and delivery shall be applicable to, and form an integral part of all offers, confirmations of orders, agreements, and deliveries between CEKA Handelsonderneming B.V., hereinafter to be called seller, and each and any buyer/principal of seller, hereinafter to be called buyer.
2. Additional and deviating conditions shall only be applicable if and in so far as they have been expressly accepted by seller. 3. Any buying conditions that may be applicable shall remain intact in so far as they do not conflict with our conditions of sale. In the event that the provisions of the buying conditions are in conflict with the provisions in these conditions of sale, the provisions in these conditions of sale shall be binding.
Article 2 - OFFERS
1. All offers shall be subject to confirmation, unless it has been expressly agreed otherwise.
2. Purchase agreements concluded through representatives or intermediaries shall be effective only after a written confirmation by seller.
3. The contents of this confirmation shall be binding upon both parties; unless a written objection has been made within eight days alter the dispatch of the confirmation.
4. If buyer places an order for delivery at such short notice that previous confirmation in writing is not possible, buyer shall be obliged to complain within two days after receipt of the goods for wrong delivery, faulty delivery, calculation of prices or applicability of these conditions, and confirm this complaint in writing by return of post, returning at the same time the goods delivered freight paid and giving evidence that his order has not been executed correctly; complaints at a later time shall not be possible.
Article 3 - SAMPLES
All pictures, drawings, samples, technical specifications and other documentation supplied by seller to buyer are expressly reserved. Seller may, if so desired, as yet send an invoice for samples already supplied - if applicable with sample rebate - or demand the return of the sample material if no purchase has followed.
Article 4 - DELIVERY
Delivery takes place by the surrender of goods to the forwarding agent or conveyor in charge of the transportation. Deliveries in the Netherlands with an invoice value of over € 158,37 (in Belgium of € 216,89), not incl. VAT, are made free domicile. Below this amount freight expenses are charged for. In the option of seller delivery may take place by his own means of transportation and presentation to the buyer's establishment. However, the goods shall always travel for buyer's risk.
Article 5 - TIME OF DELIVERY
1. Times of delivery shall apply by approximation. Exceeding the time of delivery shall not constitute a ground for compensation or dissolution of the agreement made. If the delay in delivery is due to force majeure or circumstances as a result of which the (timely) delivery by seller cannot be demanded, or to some act or negligence on the part of buyer, the time of delivery shall be extended by such a period as will be reasonable under the circumstances. Force majeure shall be understood to be any circumstance independent of seller's will or intention, which prevents the fulfillment of the agreement temporarily or permanently. In case of force majeure the seller shall have the right either to extend the time of delivery of the goods with the duration of the force majeure, or to cancel the agreement in so far as it has not yet been executed, without having to pay any compensation in one of these cases.
2. If, for any reason whatsoever, buyer does not take delivery of the goods sold, seller shall be entitled to store these goods for buyer's account and risk, without prejudice to buyer's obligation to pay the full purchase price and buyers obligation to pay a fine of at least 15% of the purchase price and without prejudice to buyer's obligation to pay the full amount of the damage sustained by seller. Goods delivered are never taken back.
Article 6 - COMPLAINTS
The acceptance of the goods by conveyors without any remark on the consignment note or the receipt shall serve as evidence that the consignment has been handed over complete and in apparent good order and condition. The copy of the forwarding advice, consignment note, receipt or other form of acknowledgement of receipt, signed by buyer, shall serve as evidence that the goods mentioned therein have been received by buyer complete and in apparent good order and condition, unless the acknowledgement of receipt contained a statement to the contrary. In so far as complaints do not have to be made within two days in accordance with article 2, they shall be submitted in writing within ten days after receipt of the consignment al the latest. Later complaints shall not be possible, unless the complaints concern hidden defects. However, complaints concerning such defects shall have been brought to seller's attention in writing within three months after delivery, if they are to be considered for admission.
Article 7 - DEVIATIONS IN DELIVERIES, EXCESS OR SHORT DELIVERIES
1. Unless it has been expressly agreed in writing with buyer that certain prescribed maximum deviations are admissible, goods are supplied by seller with due observance of the usual tolerance. For the purpose of answering the question as to whether the goods delivered deviate too much from what has been agreed upon, the total consignment shall be judged; rejection can only take place if more than 20% of the consignment shows improper deviations. The weight in grams of the goods delivered may only deviate 1% from the weight agreed upon.
2. When supplying indent orders or in case of a delivery in conformity with a sample model or drawing supplied by or to buyer, seller shall have the right to deliver a quantity of maximally 10% more or less than the quantity ordered, naturally with invoices adjusted accordingly and without any right to compensation.
3. Unless otherwise agreed in writing all goods are delivered unassembled.
Article 8 - PRICES
The purchase prices are always strictly net, and do not include sales tax. Prices are based on the purchase and/or cost price, rates, wages, taxes, duties, excise duties etc. existing at the time of the offer. If an increase has taken place in the time between the offer for the order and the execution thereof in one of these factors, including any increases charged on to seller by suppliers, seller shall have the right to charge on these increases to buyer and buyer shall be obliged to pay the price thus increased.
Article 9 - PAYMENT
1. Payment shall be made without any discount or compensation within thirty days after delivery. Any complaints or disputes whatsoever shall not give buyer the right to delay payment.
2. If payment has not been made within the period stated buyer shall be in default without any reminder or summons being required and buyer shall then owe an interest of 2% on top of the legal interest on the principal sum as of the period stated.
3. All collection costs, both judicial and extrajudicial, shall be for buyer's account. The extrajudicial costs are fixed at 15% of the principal sum with a minimum of € 34,94.
4. All payments shall first be applied to reduce the amounts due for costs and interest and subsequently the oldest unpaid debts.
5. If buyer neglects to pay to seller any one invoice amount due to seller or neglects to receive, at the time agreed upon, orders placed, seller shall have the right to suspend the execution of all orders from buyer until buyer has met all his obligations
6. Seller shall at all times have the right, before making delivery or before continuing the execution of the order, to demand sufficient security from buyer as he may deem necessary for the fulfillment by buyer of his obligations to pay. This provision shall also apply if a credit has been stipulated.
Article 10 - LIABILITY
1. It is known to buyer that it is seller's business to deal in - not manufacture - bookbinding materials, paper, technical tissues, binding systems, binding and perforating equipment, mechanisms, fastening systems etc. all of this in the widest sense. Seller does not accept any liability for non-delivery by seller's suppliers to seller nor for defects of the goods supplied to seller in so far as this liability exceeds the liability of seller's suppliers to seller, if this is consequent upon full or partial negligence on the part of seller's suppliers.
Furthermore any right to claim compensation shall cease to exist as soon as the goods have been fully or partly processed, or sold and transferred to third parties. If a complaint to seller is well-founded, seller shall have the right, either to make a new delivery - subject to a period for later delivery, equal to the time of delivery originally agreed upon - or to credit that part of the invoice amount to which the complaint is related. Indirect or further damage shall never form a ground for compensation and liability for such damage will not be accepted.
2. Seller does not grant any guarantee whatsoever as regards the functioning and/or applicability of the goods delivered. Buyer himself ought to ascertain timely, by means of suitable tests and inspections, if the products suit the purposes envisaged. Any liability in this connection is expressly excluded.
Article 11 - RESERVATION OF TITLE
1. All goods supplied by seller, whether processed or unprocessed, shall remain the exclusive property of seller until buyer has met all his obligations ensuing from the relative agreement. Buyer shall not have the right to give such goods as security to third parties or to transfer their ownership. Buyer binds himself, in case seller deems it necessary to exercise his reserved rights, to return at seller's first request all goods delivered, against a receipt, and to give all necessary cooperation and information in this matter, such as granting access to the storage space, etc. Buyer shall inform seller at once as soon as a third party is of opinion, for any reason whatsoever, to be entitled to these goods and/or is taking or is going to take steps for that purpose.
In case of a violation of the provisions of this paragraph seller shall have the right to consider claims not yet due for payment to be payable at once and to claim back any goods delivered but not yet paid for, without prejudice to seller's right to claim compensation for any damage, loss of profit and interest.
2. In the event buyer is declared bankrupt, or has filed a petition for a moratorium, or is in default of fulfilling his obligations towards seller, seller shall have the right to suspend, or to declare wholly or partly dissolved by registered letter, any and all existing agreements without any judicial intervention. Seller shall furthermore be entitled to claim any full amount due by buyer, without any warning or without having to declare buyer in default, all of this without prejudice to his right to compensation of costs, losses and interest and furthermore to take back the goods falling under the reserve of title as referred to in the first paragraph of this article, buyer being obliged to afford seller an opportunity to do so.
Article 12 - LIABILITY FOR PRODUCTS
In so far as seller should be held liable by third parties in connection with the goods sold, buyer shall fully indemnify seller.
Article 13 - DISPUTES
1. Any and all disputes shall exclusively be submitted - except if it should concern disputes belonging to the competence of the cantonal judge - to the competent judge of seller's place of establishment, unless the tatter should decide to submit the dispute to the competent judge in buyer's place of establishment.
2. All offers or agreements shall be governed by Dutch law. The Uniform Law on the international sales of goods and the Vienna Purchase Treaty of 1980 are expressly excluded.
