Terms and Conditions Dutch Cups BV
GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY OF DUTCH CUPS BV REGISTERED IN LELYSTAD, THE NETHERLANDS, HEREINAFTER TO BE CALLED DUTCH CUPS.
Article 1. General
Subject to express written deviation, the conditions below apply to all offers and purchase agreements that relate to the goods carried by Dutch Cups.
Article 2. Quotations
a. A written quotation from Dutch Cups is open for written acceptance during the term stated therein.
b. A quotation that is not accepted within the stipulated period or does not state a term for acceptance is without obligation in the sense that a purchase agreement is only concluded if an order placed on the basis of the quotation is accepted in writing by Dutch Cups.
c. Likewise, a verbal quotation is without obligation, until the moment of written acceptance of an order made by Dutch Cups.
Article 3. Prices
a. The prices stated in the quotation are based on the factory prices, exchange rates, import duties and other levies due upon import, insurance rates, freight, taxes, margin schemes and other price-determining factors applicable at the time the quotation was made.
b. If a change occurs in one or more of these factors after the quotation has been issued, Dutch Cups has the right, even if the purchase agreement has been established, to adjust the prices to the changed factors in a fair manner.
c. Unless stated otherwise in the quotation, the prices quoted are per unit and exclusive of sales tax.
Article 4. Delivery Times
a. Unless otherwise agreed, the delivery times of Dutch Cups are not binding.
b. In the event of force majeure, the delivery time will be extended by the duration of the force majeure situation.
c. Force majeure is defined as any circumstance independent of Dutch Cups’ will, as a result of which the execution of the agreement is temporarily or permanently prevented, or can no longer reasonably be expected from Dutch Cups, as well as, insofar as not already included, in the event that Dutch Cups is not enabled to deliver the goods by its suppliers, regardless of the reason.
d. If the execution of the agreement is suspended for more than three months as a result of force majeure, both Dutch Cups and the buyer are entitled to cancel the agreement without being bound to pay any compensation to the other party.
Article 5. Delivery
a. Unless otherwise agreed, the goods are delivered on the condition “not free of freight”.
b. With regard to the delivery of small orders, Dutch Cups reserves the right to charge additional costs.
c. Dutch Cups is authorised to deliver an order in parts and to demand payment for each partial delivery in accordance with the provisions of Article 9 of these terms and conditions.
d. The goods are at the buyer’s risk from the moment they have left the warehouse of Dutch Cups, or if the goods are delivered directly from the factory or warehouse of a third party, as soon as they have left the latter factory or warehouse, without prejudice to the provisions in the next paragraph.
e. If the buyer is negligent in performing an act with which he must cooperate in the delivery of the goods, the goods, contrary to the above, are already at the risk of the buyer from the moment they are ready for shipment.
Article 6. Ownership Transfer
a. Dutch Cups reserves the right of ownership of the goods delivered to the buyer until its claims against the buyer, for whatever reason, have been paid in full.
b. As long as the ownership of the goods has not passed to the buyer, the latter may not pledge the goods, transfer title to them as security, or grant any other right thereto to a third party, subject to the provisions set out under d. of this article. The buyer is obliged to store the goods delivered under retention of title with due care and as recognisable property of Dutch Cups. The buyer is furthermore obliged to insure the goods for the duration of the retention of title against fire, aircraft, explosion and water damage, as well as against theft and to provide the policies of these insurance policies to Dutch Cups for inspection on first demand.
All claims of the buyer against the insurers of the goods under said insurance policies will, as soon as Dutch Cups so desires, be assigned to it as additional security for the payment of its claims against the buyer.
c. Dutch Cups is entitled, if the buyer is in default with the fulfilment of his payment obligations, or has payment difficulties, to take back the goods delivered under retention of title that are still present at the buyer. When the goods are taken back by Dutch Cups, the buyer will be credited for the market value (which can in no case be higher than the original purchase price), reduced by the costs involved in recovering the goods.
d. The buyer is permitted to sell and deliver the goods delivered under retention of title to third parties in the course of his business. In the case of sales on credit, the buyer is obliged to stipulate a retention of title from his buyers on the basis of the provisions of this article. The buyer undertakes not to assign claims that it can assert against its customers to third parties without the prior written consent of Dutch Cups, as well as to assign the said claims to Dutch Cups, as soon as Dutch Cups expresses the wish to do so, as additional security for payment of its claims against the buyer.
e. The buyer grants Dutch Cups the right to inspect its books and records from the moment of order until the moment that everything has been paid.
Article 7. Warranty and claim
a. Dutch Cups grants the buyer only those guarantees with regard to the goods delivered by Dutch Cups, which it has stipulated from the manufacturer of these goods, entirely under the same conditions.
b. All measurements, weights, images and other information regarding the purchased goods included on the Dutch Cups website or in quotations, brochures, catalogs and other advertising material are of an informative, non-binding nature.
c. Complaints regarding quantities and types of goods delivered and externally visible defects must be made within six working days after the delivery of the goods. If this term is exceeded any possible claim against Dutch Cups will lapse.
d. Complaints regarding defects that are not externally visible upon delivery and which manifest themselves within the guarantee period must be made within six working days after the occurrence of these defects. If this period is exceeded any possible claim against Dutch Cups with regard to the defects will lapse.
e. Complaints regarding the printing of goods must be made before taking the goods into use and within six working days after delivery of the goods. If this period is exceeded any possible claim against Dutch Cups will lapse. For damage arising as a result of printing results that deviate from the expectations of the buyer, with the exception of non-performance(s) on the part of Dutch Cups, Dutch Cups does not accept any form of liability for any form of compensation, by whatever name.
f. The liability of Dutch Cups for defects in the goods delivered by it is expressly limited to compliance with the guarantee obligation described in this article under a. Any claim against Dutch Cups for compensation of damage, except for non-compliance with the guarantee obligations described in this article under a., is excluded. The buyer indemnifies Dutch Cups against all damage, costs and interest that may arise for Dutch Cups as a result of claims from third parties related to the goods delivered by Dutch Cups.
Article 8. Packaging
a. Unless the goods are delivered in factory packaging, which is not charged separately by the manufacturer, packaging costs will be charged additionally to the buyer.
Article 9. Payment
a. The payment of the invoice amounts must always be made without discount or setoff as agreed in the agreement, either at the offices of Dutch Cups or by transfer to one of its bank accounts.
b. If the buyer does not pay within the term referred to under a. of this article, Dutch Cups has the right to charge interest of at least 1% per month from the due date. The interest rate can be increased or decreased by Dutch Cups if the interest rate on the capital and money market gives cause to do so, regarding which increase Dutch Cups will inform the buyer in writing in advance.
c. If Dutch Cups outsources the collection of its claims against the buyer because the buyer remains in default of meeting its payment obligations after being warned, the costs associated with this will be fully borne by the buyer. In such a case, at the discretion of Dutch Cups, the buyer can be charged for the actual costs of collection or for an amount equal to 10% of the principal sum owed to Dutch Cups, plus interest and administration and collection costs.
d. If the buyer is in default with regard to the fulfilment of its payment obligations towards Dutch Cups, Dutch Cups is authorised, subject to the other rights it is entitled to, to suspend the delivery of the goods purchased by the buyer from Dutch Cups for the duration of the default, or only to deliver these goods cash on delivery against cash payment or proper security, such at the sole discretion of Dutch Cups.
e. At all times, at the first request and to the satisfaction of Dutch Cups, the buyer will provide sufficient security for the fulfilment of the buyer’s payment obligations arising from the agreement. If, after a period of six working days after Dutch Cups has sent the buyer a request in the above sense, the buyer has not provided sufficient security or, in the opinion of Dutch Cups, has not provided sufficient security, Dutch Cups is entitled, subject to its other rights, to provide certainty for the delivery of the goods purchased by the buyer from Dutch Cups for the duration of the default, to suspend the delivery, or to deliver the goods cash on delivery against payment in cash.
Article 10. Disputes
a. All disputes arising from an agreement to which the present terms and conditions apply in whole or in part, or arising from further agreements that are a result of such an agreement, will be settled exclusively by the competent court in Lelystad. Dutch law is exclusively applicable to all agreements to which these terms and conditions apply in whole or in part.
- The buyer is the orderer or customer who buys or wishes to buy the goods carried by Dutch Cups.
- Delivery is the moment that the purchased goods are made available and at the expense of the buyer.
- Quotation is an offer of goods at a proposed price.
- The agreement is a written contract between Dutch Cups and the buyer in which agreements are laid down regarding the delivery of certain goods and services. Certain obligations also arise from the agreement for both parties that must be fulfilled.
- Delivery time is the period within which the ordered goods are received by the buyer. Warranty is the certainty that possible repairs due to unforeseen defects will be borne by the seller.
- Complaint is the complaint or filing an objection due to any unlawfulness of the ordered goods. Complaints must be made in writing within the term referred to in Article 7.
- Due date is the final day referred to in Article 9 on which payment of the purchased goods must be made by the buyer.