General Conditions of Purchase
Van der Windt Verpakking: General Conditions of Purchase
1) Applicability.
These purchase conditions apply to all our confirmations of purchase and all our commercial contracts whereby we act as purchaser/party entitled to delivery. The Dutch text of these conditions of purchase is binding and no rights can be derived from translations. Supplementary conditions or conditions deviating from these conditions apply only when they have been accepted by us in writing. General conditions of sellers/suppliers do not apply, unless they have been accepted by us in writing in explicit wording.
2) Conclusion of agreements.
Conclusion of an agreement with us is binding only after we have confirmed it in writing. Verbal promises by and/or agreements with our employees only bind us after and insofar as they have been confirmed by us in writing.
3) Supply/delivery and claims.
Deliveries and dates and terms of delivery agreed on are binding. Non-fulfilment on the part of the seller/supplier causes him to be in default immediately, without notice of default being required and entitles us to dissolve the underlying agreement.
The seller/supplier is obliged to inform us in writing without delay about every expected delay in delivery. If we consider the delay to be unacceptable we will be entitled to dissolve the underlying agreement wholly or in part.
The seller/supplier shall provide sound and protective packing on which the contents must be stated in terms clearly understandable by us.
The seller/supplier is obliged to deliver the goods bought to our address or to any other location we may designate and thereby to transfer the ownership of the goods to us, free of extraordinary charges or restrictions. He indemnifies us against all claims to those goods from third parties.
The goods delivered to us should be of good quality and must fully conform to the numbers/quantities and other specifications stated by us.
Up to the moment when the goods shall have been treated or processed we are entitled to refuse delivered goods which in our judgement do not conform to the agreement, and either to demand a prompt replacement delivery which does conform to the agreement or to dissolve the agreement wholly or in part, without prejudice to our right to damages.
In case of dissolution the seller/supplier is obliged immediately to refund the payments made by us for the delivery concerned. Not until we have received the refund are we obliged to return the goods concerned to the seller/supplier, under reservation of our further rights. From the moment of dissolution seller/supplier bears the full risk for the goods to be taken back and we shall not be liable for them in any way. The seller/supplier is obliged to retake possession of the goods at his expense and risk.
Signing in acknowledgement of receipt exclusively concerns the directly visible outward appearance of the packing, without opening it.
4) Costs of transport.
Unless we carry out the transportation ourselves, the transport costs for goods delivered to us are at the expense of the seller/supplier. Up to the moment when the goods bought by us have been delivered to and accepted by us the seller/supplier bears the risk for all direct and consequential damage to these goods and for any direct or consequential loss that may be incurred by us or third parties due to such damage.
5) Payment.
The seller/supplier is obliged to submit to us an itemized and well-arranged invoice clearly specifying to which agreement/order and delivery it refers.
We are obliged to make the payment within 30 days after we have received and accepted all goods pertaining to the agreement/order in question, unless otherwise explicitly agreed on in writing. We are entitled to set off all outstanding debts owed by seller/supplier. Payment on our part does not mean that the goods have been accepted.
6) Force majeure and dissolution.
If the seller/supplier, invoking force majeure rightly or wrongly, states not to be able to deliver in time, or at all, we are entitled to dissolve the underlying agreement wholly or in part.
Seller/supplier is not entitled to invoke force majeure if his/her failure to meet his/her obligations results from production machinery, means of transport, auxiliary equipment, computers, other data carriers and/or software including so-called embedded software, used by him/her, by his/her suppliers, by his/her auxiliary persons, and/or by other persons employed by him/her in some other way, not being “millennium-proof”.
Being “millennium-proof” means that neither the performance nor the functionality of the hardware and software referred to in the preceding sentence is affected unintentionally by dates before and of the year 2000 and that the year 2000 is recognized as a leap year.
7) Dissolution and indemnification.
In all cases in which we invoke dissolution of an agreement, wholly or partially, this will not prejudice our right to full indemnification.
In all cases in which the seller/supplier is in default and/or in which we dissolve the agreement, wholly or partially, the seller/supplier is obliged to indemnify us for the direct and consequential damage sustained by us in the case concerned up to that moment or later, always and immediately after having been notified of such damage, except in cases in which he/she is entitled to invoke force majeure.
8) Confidentiality.
The seller/supplier shall not make any communication concerning his relationship with Van der Windt to third parties, except as required by law, nor give information about this relationship in any other way.
9) Disputes.
Internal Dutch law shall apply to all agreements. Insofar as deviation from the statutory rules of competence is permitted, the competent court in the district of Groningen shall have jurisdiction over all disputes that might arise between ourselves and the purchaser, unless we should prefer to submit the dispute to the court competent statutorily.
10) General provisions.
These general terms and conditions do not preclude the exercise of our statutory rights.
Honselersdijk, 7th of October 1999
For:
Van der Windt Verpakking BV
J.A. Voetman
These purchase conditions apply to all our confirmations of purchase and all our commercial contracts whereby we act as purchaser/party entitled to delivery. The Dutch text of these conditions of purchase is binding and no rights can be derived from translations. Supplementary conditions or conditions deviating from these conditions apply only when they have been accepted by us in writing. General conditions of sellers/suppliers do not apply, unless they have been accepted by us in writing in explicit wording.
2) Conclusion of agreements.
Conclusion of an agreement with us is binding only after we have confirmed it in writing. Verbal promises by and/or agreements with our employees only bind us after and insofar as they have been confirmed by us in writing.
3) Supply/delivery and claims.
Deliveries and dates and terms of delivery agreed on are binding. Non-fulfilment on the part of the seller/supplier causes him to be in default immediately, without notice of default being required and entitles us to dissolve the underlying agreement.
The seller/supplier is obliged to inform us in writing without delay about every expected delay in delivery. If we consider the delay to be unacceptable we will be entitled to dissolve the underlying agreement wholly or in part.
The seller/supplier shall provide sound and protective packing on which the contents must be stated in terms clearly understandable by us.
The seller/supplier is obliged to deliver the goods bought to our address or to any other location we may designate and thereby to transfer the ownership of the goods to us, free of extraordinary charges or restrictions. He indemnifies us against all claims to those goods from third parties.
The goods delivered to us should be of good quality and must fully conform to the numbers/quantities and other specifications stated by us.
Up to the moment when the goods shall have been treated or processed we are entitled to refuse delivered goods which in our judgement do not conform to the agreement, and either to demand a prompt replacement delivery which does conform to the agreement or to dissolve the agreement wholly or in part, without prejudice to our right to damages.
In case of dissolution the seller/supplier is obliged immediately to refund the payments made by us for the delivery concerned. Not until we have received the refund are we obliged to return the goods concerned to the seller/supplier, under reservation of our further rights. From the moment of dissolution seller/supplier bears the full risk for the goods to be taken back and we shall not be liable for them in any way. The seller/supplier is obliged to retake possession of the goods at his expense and risk.
Signing in acknowledgement of receipt exclusively concerns the directly visible outward appearance of the packing, without opening it.
4) Costs of transport.
Unless we carry out the transportation ourselves, the transport costs for goods delivered to us are at the expense of the seller/supplier. Up to the moment when the goods bought by us have been delivered to and accepted by us the seller/supplier bears the risk for all direct and consequential damage to these goods and for any direct or consequential loss that may be incurred by us or third parties due to such damage.
5) Payment.
The seller/supplier is obliged to submit to us an itemized and well-arranged invoice clearly specifying to which agreement/order and delivery it refers.
We are obliged to make the payment within 30 days after we have received and accepted all goods pertaining to the agreement/order in question, unless otherwise explicitly agreed on in writing. We are entitled to set off all outstanding debts owed by seller/supplier. Payment on our part does not mean that the goods have been accepted.
6) Force majeure and dissolution.
If the seller/supplier, invoking force majeure rightly or wrongly, states not to be able to deliver in time, or at all, we are entitled to dissolve the underlying agreement wholly or in part.
Seller/supplier is not entitled to invoke force majeure if his/her failure to meet his/her obligations results from production machinery, means of transport, auxiliary equipment, computers, other data carriers and/or software including so-called embedded software, used by him/her, by his/her suppliers, by his/her auxiliary persons, and/or by other persons employed by him/her in some other way, not being “millennium-proof”.
Being “millennium-proof” means that neither the performance nor the functionality of the hardware and software referred to in the preceding sentence is affected unintentionally by dates before and of the year 2000 and that the year 2000 is recognized as a leap year.
7) Dissolution and indemnification.
In all cases in which we invoke dissolution of an agreement, wholly or partially, this will not prejudice our right to full indemnification.
In all cases in which the seller/supplier is in default and/or in which we dissolve the agreement, wholly or partially, the seller/supplier is obliged to indemnify us for the direct and consequential damage sustained by us in the case concerned up to that moment or later, always and immediately after having been notified of such damage, except in cases in which he/she is entitled to invoke force majeure.
8) Confidentiality.
The seller/supplier shall not make any communication concerning his relationship with Van der Windt to third parties, except as required by law, nor give information about this relationship in any other way.
9) Disputes.
Internal Dutch law shall apply to all agreements. Insofar as deviation from the statutory rules of competence is permitted, the competent court in the district of Groningen shall have jurisdiction over all disputes that might arise between ourselves and the purchaser, unless we should prefer to submit the dispute to the court competent statutorily.
10) General provisions.
These general terms and conditions do not preclude the exercise of our statutory rights.
Honselersdijk, 7th of October 1999
For:
Van der Windt Verpakking BV
J.A. Voetman