Általános értékesítési feltételek

Általános értékesítési feltételek

Source B.V.
Terms and conditions of sale

1. Definitions
The company, us, we, means Source B.V. The customer means a person, firm, company or organisation to whom or which the company agrees, or has agreed to sell goods.
Goods mean the produce, products or materials contracted to be sold by the company to the customer pursuant to an order, placed by the costumer and accepted by the company.
The delivery point means the place of delivery of the goods agreed between the company and the customer or in the absence of agreement the premises of the company.
References to statutes of statutory provisions shall include those statutes or statutory provisions as from time to time re-enacted or replaced.

2. General.
1. All our inquires, offers, contracts and the execution thereof shall be exclusively governed by these conditions. Any deviations should be expressly agreed upon in writing.
2. The customer, party’s own conditions remain intact as far as they are not in conflict with the terms at hand. In that case our conditions shall prevail at all times, even if preference has been claimed otherwise.

A. A quotation by the company does not constitute an offer and the company reserves the right to withdraw or revise the same at any time prior to the company’s acceptance of the customers order.
B. All quotations are given, orders accepted, and goods delivered by the company subject to and upon the following terms and conditions of sale to which no addition or variation shall apply unless specifically agreed in writing by an authorised representative of the company.
In the absence of such agreement the customer shall upon delivery of the goods or (where delivery is by instalment) of the first item thereof be deemed to have given final and absolute acknowledgement of its acceptance of these terms and conditions in the form here is set out.
C. No other terms and conditions shall apply notwithstanding any provision to the contrary which may appear on the order form or purchase order or any other document issued by the customer whether or not the same shall be signed by or on behalf of the company and whether issued either before or subsequent to the acceptance by the company to the customers order.
D. Where the customer has not received express of implied notice of the company’s Terms and conditions of sale prior to the receipt of the company’s sale confirmation contract may within 72 hours of issue of that contract cancel its order of goods, provided that the company has not by that time itself incurred any expenditure of liability to a third party in furtherance of the order and in consideration of such right of cancellation the customer shall, if it does not exercise the right, be deemed to have accepted the company’s terms and conditions of sale.

3. Offers.
1. All offers made by us, in any form whatever, are free of all obligation, unless expressly stated otherwise
2. Forwarding of offers and/or (other) documentation does not oblige us to accept an order. The customer will be informed by us of non-acceptance as soon as possible, but at any rate within a period of six days.
3. We reserve the right to deliver reimbursement or to refuse orders without explanation.

4. Contracts.
1. Subject to the stipulations hereafter, a contract with us is considered to have been effected as soon as we have started execution or as soon as we have confirmed the order in writing, in which case the date of confirmation will be the determining factor. The order confirmation is considered to correctly and completely reflect the contract, unless the customer has immediately protested against this in writing.
2. Any subsequent supplementary agreements or modification shall be considered binding only if confirmed by us in writing.
3. The invoice is held to state the contract in an exact and complete way for transactions for which according to their nature and extend. No offer or confirmation of order is sant out, unless objections to it are announced within three working-days.
4. All contracts are made by us under the suspensive condition, that the customer appears -exclusively at our discretion- to have sufficient credit to allow the monetary fulfillment of the contract.
5. On entering into, or subsequent to this contract, we have the right, before complying with our obligations (any further), to insist upon the customer’s giving of certainty that pecuniary, as well as all other obligations, will be met.
6. We are authorised –should we consider it necessary or desirable- after consultation with the customer, call upon others for the correct implementation of the order made to us pursuant to the contract, the costs of which shall be charged to the other party in conformity to the quotation made.

5. Prices.
1. Unless otherwise stipulated our prices are:

Based on delivery from our company, store or other accommodation.
exclusive of V.A.T., import duties, other taxes, levies and duties.
exclusive of the costs of packaging, (un)loading, transport and insurance.
In Euro currency, any alterations in the exchange rate shall be charged (unless otherwise expressly stated)
2. In the case of increases in one or more of the cost price factors, we reserve the right to raise the agreed order price: this shall take into account any relevant legal obligations, with the understanding that future price-rises already known when the order was confirmed shall be stated.

6. Payment terms.
Unless otherwise agreed in the contract of sale.
1.Within 21 days after delivery of the goods to the delivery point the amount of the invoice has to be in the account of the company. This period includes the time for clearing cheques.No forbearance or indulgence by the company shown or granted to the costumer shall in any way effect or prejudice the right of the company or be taken as a waiver of the terms of this or any other clause herein.

In case the customer:

Is declared bankrupt, had submitted a request for suspension of payment, disposes of his assets, calls in the receiver, or all or part of his assets are seized.
Dies or is placed under legal guardianship.
Fails to meet any of the contractual obligations imposed on him by the Law or by these conditions,
Fails to pay an invoice sum or part thereof within the stipulated period,
Is subject stoppage of the transfer of his business or a significant part thereof, including of the incorporation of its in a company already existing or to be founded, or proceeds to change the goal of its firm.
we have the right, pursuant to the occurrence of any one of the aforementioned circumstances, to regard the agreement as void, without the necessity for any legal intervention and to demand in its entirety any sum owed us by the opposite party for services rendered by us, immediately and without warning or the necessity of proof default, without prejudice to our right to compensation for costs, damages and interests.

All legal and extra-legal costs shall be at the expense of the customer. The legal costs include all actual costs litigation and legal advice made in connection with a dispute, including those exceeding the Dutch ‘liquidatietarief’.
The customer shall owe extra- legal collection costs of at least 15% of the amount due, including the aforementioned interest.

7. Title.
Title to the goods shall not pass to the customer until payment in full of the price therefore. Until such payment is received the customer shall have possession of the goods as bailee for the company and stall store the goods in such a way as to enable them to be identified as the property of the company provided that the customer may, as trustee for the company, sell and deliver the goods to a third party in the ordinary course of the customers business on condition that until such payment as aforesaid the customer shall hold all proceeds of such sale in trust for the company an in a separate account. The customer agrees forthwith on receipt of written notice from the company so requesting to assign to the company all rights and claims which the Customer may have against his customers arising from such sales until payment is made as aforesaid.

8. Quantities.
1. Whilst every effort will be made to deliver the weights and /or quantities of goods ordered by the customer the company shall be deemed to have complied with its contractual obligations and completed the customers order notwithstanding that it may have delivered a weight or quantity of goods which varies from the weight of quantity of goods ordered.
2. In the event of such weight or quantity variation the total price payable by the customer in respect of the goods shall be increased or decreased pro rata to the quantity variation.

9. Delivery.
1. The company will use its best endeavours to comply with delivery dates but such dates are estimated only and are not guaranteed, neither shall they under any circumstances be deemed to be a term or condition to the contract of sale.
2. The company will accept no liability of whatsoever nature for failure to meet such dates and such failure shall not entitle the customer to repudiate or cancel the contract unless such failure shall have been caused by the wilful default or neglect of the company.
3. Delivery shall be deemed to take place on the physical delivery of the goods by or on behalf of the Company to the delivery point.
4. If the customer is not available to take delivery of goods on the agreed day of delivery the company will have the rights to store the goods and deliver later. All charges for storage and transport will then be for the customers account.

10. Loss/ damage in transit
The company shall accept no liability whatsoever for loss or damage to the goods in transit unless the customer has notified the company thereof in writing in the case of damaged goods within 2 days of the date of receipt by the customer of the goods or in case of non-receipt of the goods within 7 days of the date of their despatch en route to the delivery point. The company’s liability shall in any event be limited to a sum equivalent to the invoice price of the lost or damaged goods.

11. Force majeure.
In the event that the company shall be delayed in or prevented from carrying out all or any of its obligations under a contract of sale of goods as a result of any cause beyond its control including (but not by way of limitation) war, invasion, hostilities, civil strife of common strikes, lock outs, breakdown of plant, storm flood, fire, failure of third parties to deliver the goods or provide services connected therewith or any other cause it shall be relieved of all obligations and liabilities incurred under such contract in so far as and for so long as the fulfilment of such obligations and liabilities is thereby prevented, frustrated or impeded.

12. Liability
1. We exclude any liability as far as Law has not regulated it.
2. Our liability shall never exceed the total amount of the order involved.
3. Except for general legislation of public order and good faith, we exclude any liability for compensations of damages of any kind, direct or indirect, including industrial/commercial damages, to movables and/or immovables and/or persons, concerning both the customer as any third party.
4. In any case we are not liable for damage arising from, or caused by use of the goods delivered or by the unsuitability thereof for the purpose for which the customer has acquired them.
5. By the acceptance of the goods delivered by, or in the name of the customer, we shall be released from any claims of the customer and/or of third patties for the payment of damages, regardless of whether the damage results from installation and/ or manufacturing faults, or through any other cause.

13. Complaints
1. Complaints shall be accepted by us only in writing and if they have reached us –directly- within a period of 24 hours, and include specific mention of the nature and basis of the objections in question.
2. Complaints about invoices should also be submitted in writing within 14 days after date of invoice.
3. After expiration of the period, it shall be assumed that the customer has approved of the delivery and/or invoice, as the case may be, in which case complaints shall no longer be accepted.
4. Should the complaint be considered by us as well-founded, we shall then still be obliged only to comply with the delivery contracted.
5. Only if and in so far as, the complaint is considered well-founded shall the obligation to pay be suspended until such time as the complaint has been resolved.
6. Return of the delivery shall be permitted only with our written permission, according to terms determined by us.

14. Default or insolvency of customer.
If the customer defaults in any way in its commitments with the company or suffers any distress or execution upon its property or assets or makes or offers to make any arrangement or composition with its creditors or commits an act of bankruptcy or has a receiver appointment over all or a substantial part of its assets or a resolution passed or petition filed for winding up then the company shall have the right (without prejudice to any other remedies) to cancel any uncompleted order or to withhold or suspend delivery.

15. Cancellation.
In the event of an order being cancelled by the company in the above circumstances. Or being cancelled by the customer, the customer shall indemnify the company against all loss (incl. Profits), costs (incl. Labour and overheads) and all other expenses and damages incurred by the Company in connection with the order and its cancellation.

16. Dutch law.
Every contract to which these terms and conditions shall apply shall be construed in accordance with and governed in all respect by the Law of the Netherlands and the company and the customer agree to submit to the jurisdiction of the court of Amsterdam unless the company chooses to institute the case to the competent judge of the district court where the customer is domiciled or has his seat