General sales, delivery and payment conditions of
"ProGlove B.V." established in Oss
1) In General
a) These conditions are applicable to all offers, agreements, deliveries and activities of ProGlove B.V.
b) Derogations in these conditions do not imply that the conditions are set aside or that the rights and obligations in these conditions are renounced in other cases.
c) Derogations in these conditions are only binding if and in so far as these have been confirmed in writing by us.
d) In the event of any conflict between these conditions and those of our clients, these conditions shall be applicable.
2) Offer/Order/Order Confirmation
a) All offers are without obligation unless otherwise expressly agreed upon.
b) In the event that we give samples with our offers or that reference is made to samples, these shall serve to give an impression of the product to be delivered and are not determining for the composition and/or quality to be delivered.
c) An order confirmation shall be sent to the client upon receipt of an order. This order confirmation is deemed to contain the only correct representation of everything that has been agreed upon, unless the client has denied the contents thereof within two days as from the dispatch thereof.
d) The acceptance of an order confirmation by the client has to be signed by a person competent in the matter. Acceptances may be sent by e-mail or by fax. ProGlove B.V. reserves the right to suspend the execution of an order until the signed copy of the signed order confirmation has been received.
e) After the dispatch of the artwork, the client shall receive a specimen copy of the artwork to be printed, a so-called ‘Artwork Proof’ or ‘pdf’ before the order is produced. It is possible to receive an artwork proof as finished product upon request.
3) Delivery
a) The given delivery times are approximate only and are calculated as from the date of the approval of the artwork. These times can never be considered to be strict deadlines.
b) The delivery shall take place on an address to be given by the client. Delivery of an order shall take place at once and on one address only (unless it has been otherwise agreed upon in writing).
c) The addressee is obliged to sign the delivery note for receipt immediately after unloading.
d) The addressee is bound to test the goods upon delivery thereof. Any liability for the delivered goods is excluded in the event that discovered defects have not been reported within eight days after the delivery.
e) Goods shall be delivered in standard packaging, dependent on the product, and piled on pallets with a height of 2.3 meter at the most, unless it has been otherwise agreed upon in writing with the client.
4) Price
a) Prices refer to one finished product exclusive of the once-only design costs per order. Prices are exclusive of transport (condition ‘Ex Works’).
b) Agreed prices are based on the prices of raw materials, materials, wages, insurance premiums, fiscal charges, transport costs, customs duties, exchange rates and any other factors determining prices, applicable on the day of the establishment of the agreement.
5) Payment
a) Net payment of the invoices shall take place within 30 days as from the date of invoice. In the event of payment within eight days as from the date of invoice, a discount for prompt payment of 2% may be deducted from the invoice amount.
b) If the client does not agree with our invoice, complaints shall be submitted in writing within eight days as from the date of invoice at the latest. After the expiry of this period, the client has lost his right to complain.
c) After the expiry of the net payment term, clients are bound to pay an interest of 1% per month on all amounts that have not been received in time.
d) As long as the client has not or not fully paid the delivered goods, these goods shall remain to be our property and we shall be entitled to take the goods concerned back without any notice of default, in which case we shall be entitled to dissolve the agreement and to claim compensation for the damage suffered.
e) We are at all times entitled to require security from the client – of a nature and to an extent to be determined by us – for the fulfilment of the payment obligations of the client, both before and after the execution of the agreement concerned.
f) Without prejudice to the stipulations under f, we shall require a down payment on the price of the order from new clients, dependent on the nature and the extent of the order. A down payment can also be applicable to any next order, dependent on the nature and the extent of the order. The down payment to be required (percentage) shall be mentioned in the offer and in the order confirmation.
g) In the event of the non-fulfilment of payment obligations in conformity with the payment conditions, the client shall be legally in default and bound to pay the interest and the compensation for the judicial and extrajudicial costs, aimed at the collection of amounts to be paid, mentioned under d.
h) In any event, the client shall be bound to pay extrajudicial collection charges if a third person has been engaged for the collection.
i) The extrajudicial collection costs amount to 15% of the principal sum, with a minimum of € 750, exclusive of the VAT payable on that.
6) Force Majeure
a) In the event that it appears, before or during the execution of the agreement, that (further) execution is not possible because of force majeure, or that (further) execution is considerably more difficult than foreseen when the agreement was entered into because of external causes or circumstances that cannot be attributed to us, we shall have the right to suspend the execution of the agreement or to dissolve the agreement without being bound to pay any compensation.
b) ‘Force majeure’ is understood to mean among other things: any involuntary operational breakdown and/or impediment such as storm damage and other natural disasters; fire; impediments by third parties; entire or partial strikes; lockouts, riots; war or threat of war in the Netherlands or elsewhere; practically all general diseases of our employees; import or export prohibitions; obstructing or encumbering stipulations from any government in the Netherlands or elsewhere; failure to deliver goods or to deliver goods in time by our supplier; and furthermore generally any circumstances, events, causes and consequences that are beyond our power or control.
7) Disputes
a) Dutch law shall exclusively be applicable to all our offers, agreements and activities.
b) Any and all disputes resulting from the legal relationship between parties shall be settled by the competent court in ‘s-Hertogenbosch (Netherlands).