General conditions of sale, delivery and payment
Head office: Marssteden 40, 7547 TC Enschede
Telephone: 053 - 434 43 43
Fax:053 - 433 71 05
Website: www.carellurvink.nl
E-mail address: [email protected]
Carel Lurvink Facility B.V.
Company number: 06063324
VAT number: NL800478253B01
IBAN: NL80ABNA0445053259
BIC: ABNANL2A
General terms and conditions:
Our general terms and conditions are filed with the Chamber of Commerce under number KvK03/2217952.
View the general conditions.
Carel Lurvink Industry B.V.
Company number: 80843212
VAT number: NL861822110B01
IBAN: NL70ABNA0884994708
BIC: ABNANL2A
General terms and conditions:
Our general terms and conditions are filed with the Chamber of Commerce.
View the general terms and conditions.
Carel Lurvink Medical B.V.
Company number: 80842453
VAT number: NL861821877B01
IBAN: NL48ABNA0884994813
BIC: ABNANL2A
General terms and conditions:
Our general terms and conditions are filed with the Chamber of Commerce.
View the general terms and conditions.
Carel Lurvink Pharmacy & Food B.V.
Company number: 80843948
VAT number: NL861822341B01
IBAN: NL79ABNA0884994449
BIC: ABNANL2A
General terms and conditions:
Our general terms and conditions have been filed with the Chamber of Commerce.
View the general conditions.
Carel Lurvink Logistics B.V.
Company number: 67631266
VAT number: NL857100671B01
IBAN: NL15ABNA0538346604
BIC: ABNANL2A
General terms and conditions:
Our general terms and conditions have been filed with the Chamber of Commerce.
View the general conditions.
1.1
These terms and conditions apply to all our offers and to all agreements entered into by us, however named. In particular, these terms and conditions apply to agreements entered into by us for the sale and supply and repair and maintenance of cleaning, painting and safety equipment.
1.2
Wherever reference is made in these general conditions to “purchaser” this should be understood to mean any natural or legal person who has a contractual relationship with us, by virtue of a purchase or other type of agreement concluded with us, as well as any natural or legal person who wishes to enter into a purchase or other type of agreement with us. In particular, “purchaser” also means the person on whose instructions and for whose account items (cleaning, painting and safety items) are delivered, repaired and/or maintained.
1.3
The provisions of these General Terms and Conditions can only and exclusively be deviated from if and insofar as expressly agreed in writing.
1.4
If the buyer also refers to its general terms and conditions, the buyer's terms and conditions do not apply. This is only different if and insofar as the applicability of the buyer's terms and conditions has been expressly accepted by us in writing and insofar as the buyer's terms and conditions do not conflict with the provisions of our general terms and conditions. Should the buyer's terms and conditions thus conflict with our general terms and conditions, only the provisions of our terms and conditions shall apply. Any contrary stipulation in the Buyer's terms and conditions shall not affect the foregoing.
1.5
Wherever these general terms and conditions refer to “ (delivery of) goods” this also includes the rendering of services and (advisory, repair and maintenance) activities of any nature whatsoever relating to the goods.
Article 2
Article 2 OFFERS
2.1
All our offers should be regarded as invitations to the potential buyer to make an offer. They therefore do not bind us in any way, unless the offer itself expressly and unambiguously provides to the contrary in writing.
The order given to us is considered an offer, which is deemed to be accepted by us only after written confirmation by us (the so-called order confirmation).
If no term is indicated, offers made by us are valid for 6 weeks from the date of the offer.
2.2
The designs, drawings, descriptions, illustrations and the like as well as any appendices and documents relating to our quotations form part of our quotations.
All this remains our property, must be returned to us at our request and may not be copied or given to third parties without our express written permission, such under penalty of an immediately payable fine of € 10,000.00 (in words: ten thousand Euros) per violation. We also reserve all intellectual and industrial property rights.
For orders to manufacture items on the basis of data, drawings etc. supplied to us by the Buyer, the Buyer indemnifies us completely against any infringements of third-party rights.
2.3
The contents of leaflets, printed matter, price lists etc. do not bind us unless expressly referred to in writing in the agreement.
Article 3 ADVICE, DESIGN AND MATERIALS
3.1
Information and advice provided by us are of a general nature only and without obligation.
3.2
We accept no responsibility for any design prepared by or on behalf of the buyer, nor for any advice given in response to that design.
The functional suitability of materials prescribed by purchaser is the responsibility of purchaser. Functional suitability means the suitability of the material for the purpose for which it is intended according to the purchaser's design.
3.3.
In the case of commissioned designs not made by or on behalf of us, we only assume responsibility for manufacture in accordance with the order and for the soundness of the materials used, insofar as these materials are not prescribed by the purchaser.
Buyer shall be entitled to examine materials not prescribed by him before processing (or have them examined). The costs involved shall be for his account. After processing the materials, the Buyer cannot claim that the materials used are functionally unsuitable, nor can he claim any other defects which he could and/or should reasonably have discovered on examination.
3.4
If, at the time of the order, the purchaser wishes to transfer responsibility to us for the design made by him or on his behalf, we need not accept responsibility.
Sufficient time must be left to us to make a decision on this assignment. We must thereby have the opportunity to study and check the entire design and the purchaser must provide us with all documents necessary or useful for this purpose.
3.5
We cannot be required to carry out the examination referred to in the previous paragraph free of charge.
3.6
We never accept any responsibility for parts and/or materials made available by the Buyer himself or prescribed by the Buyer.
3.7
We do our best to display the colours of the articles as truthfully as possible. Nevertheless, it is possible that the colours in the photo’s differ from the real colours. This may depend on your computer screen, for example. If you have any doubts about a colour, you can always contact us.
.
Article 4 CONFORMITY OF THE AGREEMENT
4.1
Agreements are only concluded electronically (by internet; by e-mail) when we accept (confirm) an order given to us electronically (by e-mail).
We will confirm the order as soon as possible after receiving it electronically (by e-mail). The order is deemed to have been received by us at the time the order has become accessible to us.
An agreement is deemed to have been concluded at the moment we send our order confirmation electronically (by e-mail). The date of acceptance/confirmation of the order is the date on which we send the order confirmation electronically (by e-mail).
4.2
Agreements are only concluded when we accept an order given to us in writing. An agreement is deemed to have been concluded when we send our order confirmation. The date of acceptance/confirmation of the order is the date we send the order confirmation.
4.3
The order confirmation sent by us to the buyer is deemed to fully and correctly reflect the contents of the concluded agreement. The buyer shall be deemed to agree to the contents of the order confirmation unless he informs us in writing within seven days of the date of the order confirmation that he does not agree with its contents.
4.4
Any additional agreements and/or undertakings made and/or given by our employees or made and/or given on our behalf by other persons acting as representative(s) shall only be binding on us if these agreements and/or undertakings have been confirmed in writing by our directors authorised to represent us.
4.5
All quotations from us are subject to these general terms and conditions as if they were included verbatim therein.
Article 5 PRICES
5.1
Our prices are, unless expressly agreed otherwise in writing, exclusive of turnover tax, other government levies, transport and packaging costs.
5.2
The method of packaging and shipment is determined by us. Packaging will not be taken back by us unless agreed otherwise in writing.
5.3
The prices stated in offers, contracts, price lists and order confirmations are based on the cost factors applicable at the time the agreement was made, such as exchange rates, raw material and material prices, wage and transport costs, taxes, import duties and other government levies.
5.4
We reserve the right, if after the date of conclusion of the agreement but before the day of delivery increases occur in one or more of the cost factors, to charge these increases to the buyer.
Furthermore, in such a case we shall be entitled to declare the agreement wholly or partly dissolved without judicial intervention being required. The latter right shall also accrue to the buyer, however, only if within 3 months of the conclusion of the agreement we take the view that change in costs results in an increase in the price stated in the order confirmation. If the buyer exercises this right, he must invoke rescission within 5 days of receiving the relevant communication from us by registered letter.
5.5
If items offered for processing do not correspond in terms of composition with what was known to us at the time of concluding the agreement, we are entitled to charge the Buyer for the resulting additional work.
Article 6 DELIVERY AND DELIVERY TIMES
6.1
The delivery times specified by us start on the day the agreement is concluded (provided that all the information we need to execute the order is in our possession) and, if and insofar as it concerns deliveries outside the Netherlands, we have received payment of the purchase price (unless expressly agreed otherwise).
6.2
The delivery times specified by us shall never be regarded as deadlines, unless expressly agreed otherwise in writing. Delivery times shall be extended by the time during which the buyer has left any amount due, once it has become due and payable, unpaid.
In the event of late delivery, we must therefore be given written notice of default.
In case – contrary to the above – a penalty for exceeding in the delivery time has been expressly agreed in the individual agreement, it shall not be due if the exceeding of the delivery time is a consequence of the cases of force majeure mentioned in article 12 of these general terms and conditions.
6.3
We have the right to execute an order in parts, in the sense that we deliver goods to the buyer according to the extent to which they are ready. In that case we are entitled to invoice the buyer immediately for goods already delivered.
6.4
Unless expressly agreed otherwise in writing, delivery of the goods shall be carriage paid. Delivery shall only be made to paved roads and addresses accessible by the means of transport used by us. The Buyer shall ensure that at the time of delivery by us at the place of unloading, one or more persons from the Buyer's side are available to assist us in unloading the goods to be delivered by us.
6.5
As soon as the goods to be delivered are unloaded from the means of transport at their destination, the risk where these goods are concerned shall pass to the purchaser.
We shall never be liable for further compensation than the amount that we can obtain from the carrier and/or insurer in connection with loss or damage during transport. At the buyer's request we shall assign our claim against the carrier and/or insurer to the buyer in lieu of indemnification of the buyer by us.
6.6
If the buyer requests delivery of goods in a way other than the usual way, we may charge the buyer for the costs involved.
6.7
The buyer is obliged to take delivery of the goods within the agreed period. If we fail to do so, we shall be entitled – to do so at our discretion – to claim on the basis of the provisions of Article 6:60 of the Civil Code that the competent court shall release us from our obligation to deliver the agreed goods, or to claim payment of the purchase price of the part not taken without prior notice of default. If the buyer does not fulfil his payment obligations, we shall be entitled to dissolve the agreement without judicial intervention.
If, in accordance with the above, the Buyer fails to take delivery of the goods within the agreed period and we demand payment of the purchase price, the goods shall be deemed to have been delivered and we shall store the goods for a period of 30 days at the Buyer's expense and risk against payment of all resulting costs, after which we may sell and deliver the goods to third parties, without the Buyer being able to assert any further claims to the goods or to any compensation or indemnification.
If no period for purchase has been agreed, we shall be entitled to take the measures mentioned in this paragraph if the goods have not been purchased by the buyer within 1 month of our invitation to do so.
6.8
Contrary to the provisions of the previous paragraph, in case of delivery on call, the delivery terms or –periods shall be determined by us in consultation with the buyer and confirmed in writing. Unless otherwise stated in our order confirmation, in case of an agreed delivery on call, the buyer is obliged to take delivery in full within 2 months. If in our opinion the data required for the execution of the order are not in our possession on time, the delivery time shall be determined and confirmed in writing by us again after receipt of the data, in consultation with the buyer.
6.9
Delivered quantities may deviate from the agreed quantities. Buyer shall be obliged to receive and pay for the excess quantity delivered if that excess does not deviate by more than 10% from the agreed quantities. Buyer is obliged to take delivery of the lesser delivered quantity, if that lesser quantity does not deviate more than 10% from the agreed quantities, after which we will credit buyer accordingly.
6.10
A return to us must always be sent within 30 days, in original packaging and carriage paid, stating reasons. A damaged item must be reported within 5 working days of delivery. If these conditions are not met, we are entitled to refuse the return shipment and/or to send it back at the buyer's expense. Return shipments are at the expense and risk of the buyer, on the understanding that invoices relating to items returned by the buyer for reasons not attributable to us will be credited at 75%. Orders placed are irrevocable in the event of special circumstances and/or actions and cannot be returned after delivery.
Article 7 RECLAME
7.1
The buyer guarantees the accuracy and completeness of, and is responsible for, the data he has provided us with. Where the data, sizes and weights, colour fastness etc. provided by us in our offers, or what forms part of them in accordance with article 2 paragraph 2 of these general terms and conditions, are concerned, the buyer must take account of the usual tolerances and of minor changes in constructions or parts insofar as these are necessary for a proper execution.
The goods delivered by us may therefore deviate from the description in the order if and insofar as it concerns small size differences, differences in models and the like and minor changes in constructions or parts necessary for a good execution.
7.2
The buyer is obliged – under penalty of forfeiture of the right to complain – to test (or have tested) the goods delivered by us within 8 days of delivery. If during the test it appears that there is an erroneous delivery and/or defects to goods which are externally perceptible, the buyer is obliged to inform us of this as soon as reasonably possible, but not later than 8 days after the test.
The purchaser is obliged to inform us of any defects to goods which are externally perceptible.
This must be done by registered letter, giving an accurate description of the complaint and specifying the invoice with which the items in question were delivered.
7.3
Deficiencies which were not externally visible at the time of delivery and testing must be brought to our notice by the buyer in the manner stated in the preceding paragraph within 10 days of these deficiencies coming to light, but no later than 6 months after the relevant goods have been delivered to the buyer.
7.4
Every right of claim of the Buyer against us, relating to defects in the goods delivered by us, lapses if:
- the defects have not been notified to us within the periods specified in paragraphs 2 and 3 and paragraph 4 of this article and/or not in the manner specified therein;
- the buyer does not cooperate with us or cooperates insufficiently with regard to an investigation into the merits of the complaints;
- the purchaser has used and/or maintained the items contrary to the regulations, or at least in an abnormal manner, or if the purchaser has carried out repairs and/or alterations to the items without our express written permission;
- the warranty period stated in the individual agreement has expired, or if there is no such’period, the complaints are only expressed after a period of more than 12 months has elapsed since the delivery date;
- the application and use of the goods, in respect of which the complaints have been made, are continued by the purchaser;
7.5
Complaints regarding calculated prices and other complaints regarding the invoice must be submitted to us in writing within 8 days of the invoice date, failing which any claims by the buyer against us in this respect shall lapse.
7.6
The submission of complaints does not entitle the purchaser to refuse or suspend receipt and/or payment of the goods.
7.7
The buyer shall at all times give us the opportunity to rectify any defect.
7.8
Article 8 LIABILITY
8.1
Only if the guarantee obligations in respect of goods delivered by us have not been assumed by third parties can the Buyer assert (guarantee) claims against us as referred to in Article 7 of these general terms and conditions.
Our liability shall in that case be limited to defects resulting from manufacturing and/or material faults.
8.2
If we are liable as referred to in the previous paragraph, we shall only be obliged, at our discretion:
Repair the defects (free of charge), or
to
- delivery of replacement items after (return) receipt of the defective items, or
- reimbursement of the purchase price received or crediting of the invoice sent to the buyer, with dissolution of the concluded agreement without judicial intervention, all insofar as the purchase price, the invoice and the agreement relate to the delivered goods, or
- a compensation to be determined in consultation with the buyer in a form other than that referred to above.
8.3
If the buyer has carried out repairs and/or alterations to the goods or had them carried out without our express prior written consent, any guarantee obligation on our part shall lapse.
8.4
Subject to any obligation(s) we may have by virtue of the above, we are never obliged to pay damages of any kind to the Buyer or to others, unless there is intent or gross negligence on our part (to be proven by law by the party holding us liable).
Furthermore we shall not be liable for consequential or trading losses, direct or indirect losses by whatever name, including loss of profit and loss caused by standstill, suffered by the Buyer, his employees and those employed by him or by third parties, caused by the whole or partial (re-)delivery of goods, delayed or faulty delivery or the absence of delivery of the goods or by the goods themselves.
8.5
The buyer shall not be entitled to return the goods about which there is no justified complaint. If this happens without valid reasons, all costs for returning the goods shall be borne by the buyer. In this case we are free to store the goods at the expense and risk of the buyer.
8.6
The buyer is obliged to indemnify us against all claims which third parties may enforce against us in connection with the execution of the agreement. More specifically, the buyer indemnifies us against claims by third parties in connection with the manufacture and delivery of an item which has been made by us on his instructions or which we have had made on his instructions.
The purchaser shall also indemnify us against all costs and damages that may arise for us from possible legal actions by third parties, this insofar as the law does not prevent the relevant damages and costs from being borne by the purchaser.
8.7
The buyer is liable for all damage resulting from loss, theft, fire or damage to our goods, tools and materials as soon as they are at the work site, insofar as this cannot be attributed to a shortcoming on our part.
8.8
If pursuant to the provisions of articles 7 and 8 of these general terms and conditions we are liable and obliged to pay damages or compensation to the buyer, such damages or compensation shall at all times be limited to an amount equal to 3 (three) times the amount of the invoice by which the defective items in question were charged to the buyer.
8.9
If the buyer is given access by us to our customer-specific ordering system (CLOIS) and is assigned a login code by us for that purpose, we are in no way liable for any damage suffered by the buyer and/or third parties due to use and/or misuse of that login code. The Buyer is liable for the use and/or misuse of the login code and therefore for any damage suffered by the Buyer and/or third parties as a result of that use and/or misuse, fully indemnifying us in this respect.
Article 9
9.1
The goods delivered by us remain our property until full payment of the relevant invoice. The goods delivered by us to the buyer are delivered under the condition precedent of full payment of the invoice by the buyer. On full payment of the invoice amount the ownership of the delivered goods passes to the buyer by operation of law.
9.2
If, as a result of treatment or processing by the purchaser, our right of ownership to the goods delivered by us is lost, the purchaser is immediately obliged to establish a non-possessory pledge for us on the goods created by treatment or processing.
9.3
The buyer is entitled to sell or use the goods within the framework of his normal business operations, in which case he is obliged to transfer the money obtained to us immediately or - if not sold for cash payment – to transfer the claim obtained to us immediately. The purchaser shall not be entitled to dispose of the goods in any way whatsoever, to encumber them with a limited security right or right of enjoyment, or otherwise to withdraw them from our recourse.
9.4
The buyer is obliged to inform us immediately of any claims or attempts by third parties to take control of or recover the goods owned by us. For his part the buyer is obliged to do everything possible to protect our property rights or rights of action.
9.5
If the Buyer fails to fulfil his obligations mentioned in this Article or if the provisions in paragraph 4 of this Article are violated, we are entitled, after notice of default but without judicial intervention being required, to take back the goods that are still our property on the grounds of the retention of title or otherwise. The buyer is obliged to indicate to us the place where the goods are located, to identify the goods as our property and shall grant us permission, now for then, to enter the sites and buildings concerned or to have them entered in order to recover the goods.
9.6
We shall at all times be entitled to repossess the goods which are in the possession of the buyer (or third parties) but belong to us as soon as we can reasonably assume that there is a real chance that the buyer will not fulfil his obligations. The foregoing does not affect our rights under common law: in particular we reserve the right to claim compensation from the buyer after we have taken possession of the goods.
9.7
The buyer is obliged to insure the risk of fire and theft in respect of the unpaid goods and to prove this insurance at our request.
Article 10 PAYMENT
10.1
Payment must be made in Dutch currency (Euro’s), without deduction of any discount, in cash at our place of business or by transfer to a bank or giro account designated by us, in both cases no later than 30 days after the invoice date; all this unless expressly agreed otherwise in writing.
In the case of payment by bank or giro, the day of crediting our bank or giro account shall be considered the day of payment.
10.2
If the purchaser does not make (full) payment on time, he shall be in default without any further notice of default being required and all our claims against the purchaser shall be immediately due and payable without notice of default being required.
In that case we shall be entitled, if and insofar as there is sufficient connection with the Buyer's non-performance, to suspend the fulfilment of all our obligations towards the Buyer, without prejudice to all other rights under common law.
We shall be entitled to demand cash payment for all deliveries still to be made before delivery of the goods or a guarantee of timely payment. Furthermore we shall then be entitled to dissolve the agreement without judicial intervention, in which case the Buyer shall be obliged to return the delivered goods or otherwise undo the performance(s) carried out by us, without prejudice to our right to compensation.
10.3
If the buyer is in default of payment on time he shall, without further notice from us, forfeit to us, from the due date until the date of payment in full, an interest equal to the current refinancing interest rate of De Nederlandsche Bank plus 7% per annum calculated on the purchase price or the part thereof still unpaid, which interest shall be payable immediately and without further notice of default.
Furthermore, the buyer shall be obliged to pay us the extrajudicial collection costs related to the collection of our claims. These costs are set at 15% of the principal sum, without prejudice to our right to charge further reasonable costs pursuant to Article 6:96(2)(c) of the Civil Code.
Furthermore, all adverse consequences of exchange rate losses or otherwise resulting from late payment or non-payment shall be borne by the Buyer, even if the Buyer has fulfilled his payment obligations on time according to the provisions in force in his country but circumstances or measures beyond his control have caused payment to be made in a way unfavourable to us.
10.4
Payments shall first be applied to the costs referred to in paragraph 3, then to the interest due and finally to the principal sum and current interest.
10.5
If there is a significant deterioration in the buyer's financial position after the conclusion of the agreement but before delivery of the goods, we shall be entitled to wholly or partly refrain from further performance of the agreement or to demand a change in the terms of payment.
10.6
Regulations of any authority whatsoever, which prevent the use of the goods to be delivered or already delivered, shall not change the monetary obligations of the buyer.
10.7
The Buyer's right to offset any claims against us is excluded.
10.8
The entire purchase price shall in any case be immediately due and payable in the event of non-timely payment, if the buyer becomes bankrupt, applies for a suspension of payments or his receivership is applied for, if any attachment is levied on the goods or claims of the buyer, and if he dies, goes into liquidation, or is dissolved.
10.9
If we are wholly or partly successful in legal proceedings, all costs incurred by us in connection with such proceedings shall be borne by the buyer.
Article 11 SECURITY
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We are entitled to demand that the Buyer provides security for the performance of his obligations, in particular also after conclusion of the agreement. If the security demanded by us is not provided, we shall be entitled to suspend the performance of our obligations and/or to dissolve the agreement without judicial intervention, without prejudice to our rights under common law.
Article 12 FORCE MAJEURE
12.1
Force majeure shall mean any circumstance beyond our control which is of such a nature that fulfilment of the agreement cannot reasonably be required of us (so-called non-attributable failure to perform).
Force majeure includes: war, riots and hostilities of any kind, blockade, boycott, strike, natural disasters, epidemics, lack of raw materials, hindrance and interruption of transport possibilities, disturbances in our company or in the company of our suppliers, import and export restrictions, obstructions caused by measures, laws or decisions of international, national or regional (governmental) bodies.
12.2
If we are unable to fulfil the agreement (on time) due to force majeure, we have the right to execute the agreement at a later date or to regard the agreement as dissolved, at our discretion.
In case of force majeure, the buyer cannot claim compensation from us.
Article 13 RIGHTS OF INTELLECTUAL AND/OR INDUSTRIAL PROPERTY
13.1
In respect of goods delivered by us, we reserve all rights of intellectual and/or industrial property. The Buyer can never claim intellectual and/or industrial property rights in respect of goods delivered to him by us.
13.2
We reserve the right to mark goods with our own name and the manufacturer's mark.
13.3
If the buyer discovers that third parties are infringing our said rights of intellectual and/or industrial property, the buyer is obliged to notify us immediately.
13.4
Buyer is expressly not permitted to use any trademark or other distinctive sign that belongs to us or at least is used by us in any way.
Article 14 CHANGES IN THE ADOPTED WORK
14.1
All changes to the order, whether as a result of special instructions from the purchaser, or as a result of change(s) in the design or caused by the fact that the data supplied do not correspond to the actual execution of the order, should be regarded as additional work if this results in more costs, and as less costs if this results in less work.
14.2
More work will be calculated on the basis of the price-determining factors applicable at the time the extra work is carried out. Less work shall be settled on the basis of the price-determining factors applicable at the time the agreement is concluded.
Article 15 ASSEMBLY
15.1
If, according to the agreement, the goods must be assembled by us at the place indicated by the Buyer, the Buyer shall provide such facilities or have such facilities provided as can reasonably be required by us for the assembly.
15.2
We shall not proceed with assembly until the facilities required by us are present at the place in question.
We are not liable for any damage, in the broadest sense of the word, resulting from the fact that the facilities referred to above are not present (on time) at the place in question, including but not limited to damage caused by delay, in accordance with the provisions of Article 8, paragraph 4 of these general terms and
conditions.
The buyer is liable for damage, in the broadest sense of the word, resulting from the fact that the facilities referred to above are not present (on time) at the place in question, including but not limited to trading loss.
Article 16 TERMINATION
16.1
Full or partial dissolution of the agreement shall take place by a written declaration by the person entitled to do so. Before the purchaser addresses a written notice of dissolution to us, he shall at all times first give us written notice of default and allow us a reasonable period of time to still fulfil our obligations or to remedy any shortcomings, which shortcomings the purchaser must report precisely in writing.
16.2
Buyer shall not be entitled to dissolve the contract in whole or in part or to suspend his obligations if he himself was already in default of fulfilling his obligations.
16.3
If we agree to dissolve, without there being any default on our part, we shall always be entitled to compensation for all pecuniary damage such as costs, lost profit and reasonable costs of establishing damages and liability. In the event of partial dissolution, the buyer cannot claim any undoing of performances already performed by us, and we are fully entitled to payment for the performances already performed by us.
Article 17 EMBALLAGE
17.1
Packaging returned by the Buyer (carriage paid) entitles the Buyer to reimbursement of the value of that packaging charged by us if this packaging is returned to us within 6 (six) months of the date of the invoice concerned and is in sound condition and had been charged to the Buyer by us.
17.2
If packing returned by purchaser does not qualify for reimbursement, we shall inform purchaser immediately, after which purchaser may take back the packing within 30 (thirty) days, failing which we shall be free to dispose of the packing without any obligation to pay damages or any other form of compensation.
17.3
Article 18 APPLICABLE LAW
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All offers made by us and all agreements entered into by us are exclusively governed by Dutch law.
Article 19 DISPUTES
All disputes of whatever nature relating to or resulting from agreements entered into by us and deliveries made by us shall be settled by the competent court in Almelo, unless the buyer informs us in writing within one month after we have invoked this clause that he chooses the competent court according to the law to settle the dispute.
We reserve the right to apply to the court that has jurisdiction under common law.
