General terms and conditions Bonteboktrading B.V.
Article 1. Definitions
In these general terms and conditions, unless the context otherwise requires, the definations will have the following meanings
1.1 Bonteboktrading: Bontebok Trading B.V., having its registered office in (8403 BD) Jonkersland and registered in the Commercial Register of the Chamber of Commerce under number: 72906111.
1.2 Opposite Party: every natural person or legal entity on whose instruction Bonteboktrading delivers products and/or services or with whom Bonteboktrading enters into an agreement or with whom Bonteboktrading is in consultation or negotiation regarding the conclusion of an agreement.
1.3 Agreement every agreement that is formed between the Opposite Party and Bonteboktrading, any change or addition thereto, as well as all acts in preparation and for execution of that agreement.
Article 2. Applicability
2.1 These general terms and conditions apply to all offers and contracts issued or concluded by Bonteboktrading.
2.2 The present general terms and conditions apply to all following offers and contracts issued to or concluded with the same Opposite Party, regardless whether they are related to or subsequent to offers already made or contracts already concluded.
2.3 Changes in or additions to these general terms and conditions must be explicitly confirmed by Bonteboktrading in writing and are only applicable to the offer or contract for the issue or conclusion of which the change or addition was made.
2.4. These general terms and conditions will in any case be deemed to have been accepted by the Opposite Party when he has paid an invoice from Bonteboktrading.
2.5 The applicability of any general terms and conditions of the Opposite Party are rejected. The general conditions, regardless of their designation, is hereby expressly rejected. Genaral terms and conditions of the Opposite Party only apply if they have been confirmed in writing by Bonteboktrading.
2.6 If any provision of the general terms and conditions or the contract is declared void, or voidable or
otherwise invalid or inapplicable, this will not affect the remaining provisions of the general terms and
conditions and the contract.
2.7. In that case, the parties will consult with each to agree a new provision to replace the invalid provision
and in doing so will take account of the object and purpose of the invalid provision as far as possible.
Article 3. Offers
3.1. All offers -including quotations and pricelists- made by Bonteboktradingare subject to contract, unless explicitly stated otherwise; in that case the offer is valid during one month.
3.2. Bonteboktrading cannot be held to its offer if the Opposite Party should in all fairness understand that the offer, or part thereof, contains an obvious mistake or error in writing.
3.3. An agreement will be formed if Bonteboktrading has confirmed by telephone or in writing, including electronically or by means of sending the invoice, to accept the Opposite Party offer or assignment. If no separate confirmation of the assignment is sent, the invoice will also be regarded as a confirmation of the assignment.
3.4. Bonteboktrading will not be bound by oral promises by or arrangements with employees of Bonteboktrading or third parties engaged for the performance of the contract, unless they are confirmed in writing by Bonteboktrading as referred to in paragraph 3 above.
3.5. Agreements cannot be cancelled by the Opposite Party without the permissions of Bonteboktrading unless the parties reach agreement regarding the compensation that the Oppositie Party owes to Bonteboktrading in the event of termination of the agreement.
3.6. Bonteboktrading had the authority to refuse an order from the order party without specifying the underlying reason.
Article 4. Price and price adjustment
4.1 All agreed prices are exclusive of any due VAT, transport and insurance costs, costs of towing, loading and unloading, administration charges, costs of (obtaining) the required documents and licenses, import and export duties and other government levies, unless explicitly stated otherwise.
4.2 All amounts are stated in euros, unless explicitly agreed otherwise.
4.3. If the turnover tax (VAT) rate is changed by the government, parties will settle this in
accordance with the statutory provisions.
Article 5. Delivery and risk
5.1 Delivery takes place after payment of the invoice, at the company of Bonteboktrading, unless parties have agreed otherwise.
5.2 If a certain term is agreed within which delivery must take place, this term is pursued by Bonteboktrading based on reasonableness and fairness, but it is not binding.
5.3 Delivery takes place immediately prior to the moment on which the loading of the goods in or on a transport device made available by or on behalf of the Opposite Party or by Bonteboktrading has started.
5.4 If the Opposite Party does not take delivery of the goods within two months after presentation for delivery, Bonteboktrading has the right to terminate the contract on which the delivery is based, without judicial intervention being required, and to sell or take back the goods to be delivered. The Opposite Party will then owe a remuneration in the amount of the lost profit and all costs made in this respect. The remuneration amounts to at least 10% (in words: ten per cent) of the net invoice amount with a minimum of € 1,000 (in words: one thousand euros), without prejudice to Bonteboktrading right to claim further damages.
5.5. The risk of loss, damage or the full or partial destruction of the goods to be delivered will be borne by the Opposite Party as from the moment of the delivery or from the moment when and the place where the delivery must take place in accordance with the contract.
5.6 The costs related to the delivery of goods, including in any case the costs of transport, insurance, costs of (obtaining) the required documents and licenses, costs of towing, loading and unloading, will be borne by the Opposite Party.
Article 6. Transport arrangements
6.1 The transport takes place at the Opposite Party’s risk and account. Bonteboktrading is not liable for full or partial loss or for damage to the delivered goods, arisen during its transport. Bonteboktrading is also not liable for delayed delivery.
6.2 Any other terms and conditions applicable to the transport must be laid down in writing by the parties.
Article 7. Retention of title
7.1 As security for the correct and complete fulfilment of the Opposite Party’s obligations, Bonteboktrading retains the right of ownership of the delivered goods until the moment the Opposite Party has fulfilled all his obligations towards Bonteboktrading, of whatever nature. Obligations referred to in this respect are obligations regarding the consideration due to Bonteboktrading relevant to:
- the delivered goods or yet to be delivered goods under any contract;
- work to be performed for the Opposite Party under any contract;
- claims due to failure to comply with a contract.
7.2 As long as the ownership of the delivered goods has not transferred to the Opposite Party, the Opposite Party is not allowed to transfer the ownership of the delivered goods, to encumber the goods with any real right whatsoever or to sell the goods, under any title whatsoever, and the Opposite Party is obliged to hold the goods for Bonteboktrading with due care and as apparent property of Bonteboktrading. Any marks or signs affixed in, on or to the goods must remain visible for everyone.
7.3 Bonteboktrading has the right to take back the goods delivered under retention of title if and in so far as the Opposite Party remains in default to comply with any obligation towards Bonteboktrading, or if the Opposite Party has payment difficulties in Bonteboktrading‘s opinion.
7.4 Should Bonteboktrading wish to take back the delivered goods or check the actual presence of the delivered goods on the Opposite Party’s company premises, the Opposite Party gives Bonteboktrading the irrevocable right to access the company premises or to have them accessed by a third party to be appointed by Bonteboktrading.
Article 8. Guarantee and complaints
8.1 Bonteboktrading does not provide a guarantee on the goods it delivered, They will be delivered ‘‘as ware is”, unless parties explicitly agree to a guarantee commitment or if Bonteboktrading has a statutory guarantee commitment.
8.2 Bonteboktrading does not offer the possibility to return the purchased goods by Opposite Party.
8.3 The buyer is given the opportunity by Bonteboktrading to have a purchase & safety inspection or inspection carried out at his own expense.
8.4 Not covered by any guarantee commitment are defects that fully or partially have their origin in:
- improper treatment by the Opposite Party;
- changes made to the delivered goods by the Opposite Party;
- wear and tear that is not excessive in view of the use that is made of the delivered
goods as foreseeable by Bonteboktrading;
- use of the delivered goods other than in accordance with the guidelines and
specifications provided with them or other than in accordance with the purpose for
which the delivered goods were delivered;
- the compliance with any government regulation.
8.5 The Opposite Party will take care of obtaining such permit himself. so far as a permit is required for the possession or use of the delivered goods.
8.6 Complaints do not give the Opposite Party the right to suspend payment or to settlement. In case of complaints the Opposite Party will still be obliged to take-up and pay other ordered goods.
8.7 The Opposite Party must give Bonteboktrading the opportunity to investigate a complaint or to have it investigated. If the complaint is found correct, Bonteboktradinghas the right to repair the defect in the good delivered free of charge, or to fully replace the good delivered by an equivalent good. To his discretion, he can also comply with his guarantee commitment by crediting the entire price or part of the price.
8.8 In case of repair of the good or goods delivered, the following applies:
- Bonteboktrading will make an effort to perform the repair or to have the repair performed as
soon as possible under the given circumstances. The Opposite Party will provide all the
- the repair will be done at a place designated by Bonteboktrading as much as possible. The
transport to and from that place will be for the Opposite Party’s account and risk;
3.in case of remedy outside the Netherlands, the travel and lodging expenses of those
performing the investigation and the repair works will also be borne by the
4.goods or parts that become available due to the repairs, automatically become the
property of Bonteboktrading;
5.in so far as there are defects in goods Bonteboktrading has acquired from a third party, the
repair will only be free of charge in so far as that third party pays the costs of remedy.
8.9 If it is established that the Opposite Partys complaint is unjustified, the Opposite Party must refund the costs made by Bonteboktrading, such as traveling expenses and research costs.
8.10 If Bonteboktrading is not given the opportunity to repair the defects, but the Opposite Party instructs a third party to do so, the costs made in this respect will be borne by the Opposite Party and every guarantee commitment of Bonteboktrading will be cancelled.
8.11 During the period in which the Opposite Party is in default to comply with any obligation resulting for him from the present contract or any other contract relating to this agreement, Bonteboktrading will not be obliged to give any guarantee.
8.12 The Opposite Party agrees to take care of the (user) manual of the machine before commissioning, and also provide the machine, if obligated, with a CE inspection and other (obligated) safety inspections.
Article 9. Liability
9.1 The liability of Bonteboktradingfor all direct costs and damage that is in any way related to or caused by an error or failure in the performance of the contract, is always limited to the net invoice amount regarding the order or to the amount for which Bonteboktrading has taken out insurance for such harmful events and for which cover is actually provided, or, if Bonteboktrading has not taken out insurance for such harmful events, the amount for which entrepreneurs otherwise comparable to Bonteboktrading usually take out insurance.
9.2 Bonteboktrading is never liable for any indirect costs or indirect damage, including consequential loss or damage, loss of profit, lost savings, loss due to business interruption or reputational damage, that is in any way related to or caused by an error or failure in the performance of the contract.
9.3 The Opposite Party indemnifies Bonteboktrading against all claims by third parties to compensate damage or otherwise, that are directly or indirectly related to the performance of the contract between Bonteboktrading and the Opposite Party.
9.4 The limitation of liability laid down in paragraphs 1 and 2 also applies to the non-executive subordinates of Bonteboktrading.
9.5 The limitations of Bonteboktrading’s liability laid down in this article do not apply if the damage is the result of the intent or gross negligence of Bonteboktrading or his executives.
Article 10. Payment
10.1 All payments must be made prior to delivery, without any right to discount or settlement, also in bankruptcy, at the office of Bonteboktrading or by transfer to a bank account appointed by the latter.
10.2 If the Opposite Party has not paid at the time or within the period specified at the note, it shall be in default by operation of law without prior notice of default being required.
10.3 Complaints about inadequacies of the invoice must be filed in writing within five work days after the invoice date.
10.4 All costs resulting for Bonteboktrading from the non-compliance, late compliance or improper compliance by the Opposite Party with any of his obligations resulting from this contract will be borne by the Opposite Party. These costs include the costs of demand, termination, debt collection, bailiff, legal assistance as well as all other judicial and extrajudicial costs. Bonteboktrading and the Opposite Party establish these costs at a minimum of 15% (in words: fifteen per cent) of the due principal sum or, if there is a statutory maximum to this amount, the amount of this statutory maximum. The Opposite Party is in default by the fact of non-compliance or improper compliance.
10.5 If payment has not been made in time, the Opposite Party is obliged to pay an interest equal to the statutory amount ex art. 6:119/119a BW, to be increased by a surcharge of 2%.
10.6 If and in so far as the Opposite Party is in default of payment, as well as in case of bankruptcy, request for a moratorium of payments, attachments made of the Opposite Party’s assets or the shutdown or liquidation of his business, all that the Opposite Party owes to Bonteboktrading is immediately due and payable.
10.7 Bonteboktrading has the right to offset any amounts which the Opposite Party or any company affiliated with the Opposite Party owes Bonteboktrading, by any amounts which Bonteboktrading owes the Opposite Party or any company affiliated with it, regardless of whether these payments are due or not.
10.8 Bonteboktrading has the right to suspend its obligation to deliver until the moment the Opposite Party has complied with all his obligations towards Bonteboktrading , no matter how these obligations have arisen.
10.9 Payment in discharge of an obligation cannot be made to employees of Bonteboktrading who do not have an explicit proxy to this purpose.
Article 11. Force majeure
11.1 Bonteboktradingis not obliged to comply with any obligation towards the Opposite Party if and in so far as he is impeded to comply with this obligation as a result of a circumstance that is neither due to him nor is attributable to him according to the law, a legal act or generally accepted practice. In such event Bonteboktrading has the right to suspend his obligations from the relevant contract during a term he finds reasonable.
11.2 Circumstances that are not attributable to Bonteboktrading include for instance: fire, water damage, extraordinary weather conditions, disasters, war and threat of war, contagious diseases, government measures, riots, wilful damage, strikes, lockouts, work-to-rule, breakdown of plant or machinery, interruption, a delay in the supply of rationing of raw and auxiliary materials and fuels, and non-compliance with an obligation of a third party from whom Bonteboktrading buys goods or services.
11.3 If any of the circumstances referred to in paragraphs 1 or 2 occurs, Bonteboktrading will notify the Opposite Party of this as soon as possible, on submission of the available evidence.
11.4 If Bonteboktrading has suspended the performance of the contract and the period of force majeure lasts longer than 3 (in words: three) months, both Bonteboktrading and the Opposite Party have the right to terminate the contract, without the obligation to pay costs or damages to the other party, except for the provisions of the following paragraph.
11.5 If upon the occurrence of the force majeure Bonteboktrading has already partly complied or will be able to comply with his obligations under the contract, and the part already performed or yet to be performed has an independent value, Bonteboktrading has the right to issue a separate invoice for this part already performed or yet to be performed. The Opposite Party is obliged to pay this invoice as if there were a separate contract.
Article 12. (Anticipatory) breach
12.1. As well the Opposite Party as Bonteboktrading has the right to dissolve the agreement, with immediate effect, if the Opposite Party or Bonteboktrading is declared bankrupt, or in the event of insolvency, suspension of payment or liquidation or the transfer or encumbrance of its business.
12.2 Without prejudice to its other rights, Bonteboktrading shall have the right to dissolve the Agreement in the interim, with immediate effect, in full or in part, through written notification of the Opposite Party, if the Opposite Party is in default with regard to its obligations.
12.3 Any and all debts that the Opposite Party owes or may owe Bonteboktrading on dissolution of the Agreement shall become payable immediately and in full.
Article 13. Applicable law and choice of forum
13.1 Dutch law applies to all contracts between Bonteboktrading and the Opposite Party. The applicability of the Vienna Sales Convention as well as any other international regulation that can be excluded, is explicitly excluded.
13.2 All disputes arising from the contracts between Bonteboktrading and the Opposite Party must in the first instance be brought before the court of Noord- Nederland in the Netherlands.
Article 14. Assignment
14.1 These General Terms and Conditions have been drawn up in Dutch and English. Should there be any difference in content or meaning, the Dutch text shall prevail.