General sales and delivery conditions of:
Banfield Woodworks
Voorofscheweg 252
2771 MN Boskoop
Chamber of Commerce registration number: 60365463
ARTICLE 1: APPLICABILITY
1. These conditions apply to all offers and all agreements of Banfield Woodworks, established in Boskoop, hereinafter referred to as the user.
2. The client / buyer will be referred to below as the other party.
3. Other terms and conditions are only part of the agreement concluded between parties if and insofar as both parties have explicitly agreed in writing.
4. Accepting and retaining a quotation or order confirmation, on which reference has been made to these conditions, by the other party without comment, constitutes acceptance of the application thereof.
5. The possible non-applicability of a (part of a) provision of these general terms and conditions does not affect the applicability of the other provisions.
6. Agreements and additions or changes thereto shall only become binding after written confirmation from the user.
ARTICLE 2: OFFERS
1. All offers, quotations, price lists, delivery times etc. of the user are without obligation, unless they contain a period for acceptance. If a quotation or offer contains a non-binding offer and this offer is accepted by the other party, the user has the right to revoke the offer within five days of receiving the acceptance.
2.
A. If wages, employment conditions or social provisions are changed between the date of conclusion of the agreement and the implementation of the agreement by the government and / or trade unions, the user is entitled to pass on these increases to the other party. If a new price list is issued by the user and / or suppliers between the aforementioned times and comes into effect, the user is entitled to charge the other party for the prices stated therein.
B. If the other party is a natural person who does not act in the exercise of a profession or business, it applies that price increases may be charged / charged three months after their creation in the aforementioned sense. In the event of price increases in the shorter term, the other party is entitled to terminate the agreement.
ARTICLE 3: THIRD PARTY ENTRY
1. The user is authorized to engage third parties to implement what has been agreed.
2. If the assignment entails that the user must cooperate with several third parties, the other party has the obligation to appoint a leader among them, as well as to determine a division of tasks between them. The other party can delegate this authority to it in consultation with the user and depending on the user’s consent.
ARTICLE 4: DELIVERY AND DELIVERY PERIOD
1. Specified delivery times and periods within which work must be carried out can never be regarded as a strict deadline, unless explicitly agreed otherwise. In the event of late delivery, the user must therefore be given written notice of default.
2. If the late delivery is related to the nature of the goods to be delivered in relation to the season, the user will never be in default. Root goods can only be delivered in the period from November to March, root ball only in the period from October to April.
3. In the case of partial deliveries, each phase is considered as a separate transaction.
4. If it has been agreed that the goods to be planted must be of a certain size, size or circumference, the user will make every effort to comply with that agreement. If the user finds that, despite his efforts in this respect, he cannot comply with the agreement, the user will consult with the other party about the alternatives.
5. If it turns out not to be possible to deliver the goods to the other party, the user reserves the right, after he has given notice of default to the other party, and the period specified in the notice of default has expired, for the goods that work has been purchased for the account and risk of the other party to store or to destroy these goods, if these goods cannot reasonably be stored. The foregoing is without prejudice to the obligation of the other party to pay the purchase price.
6. Delivery takes place once at an address specified by the other party even though the goods ordered are intended by the other party to be distributed over different addresses, unless expressly agreed otherwise. The other party guarantees good accessibility of the place of destination and is responsible for the unloading. The other party must also ensure that the soil to be worked is sufficiently accessible for the user, his staff, his machines and tools.
7. The other party is obliged to inform the user about the soil condition, including regarding contamination and the pressure resistance of the substrate of the soil to be worked. The other party must also guarantee the correctness of this data.
8. The other party is obliged to inform the user about the nature and substrate of the pavement, around which the user must perform his work. The other party is responsible for the accuracy of the information provided, all the more so as the user must make a decision on the basis of any precautionary measures to be carried out, to prevent damage / subsidence of the pavement as a result of overpass by machines etc.
9. The other party is obliged to inform the user about the location of cables, pipes and the like in the broadest sense of the word, in the soil to be worked.
10. The garden to be set up must be free of excess materials, debris and weeds at the start of the work. Furthermore, the garden to be laid out must be cleaned and any necessary groundwork must be carried out. If this provision is not complied with at the start of the work, the costs for performing this work will be borne by the other party, unless agreed otherwise in writing.
11. The number of working hours included in the quotation also includes the hours that the user’s employees need to travel to the place where the work is to be performed. This provision also applies if it concerns maintenance work.
12. The user is entitled, with regard to the fulfillment of the other party’s financial obligations, to demand advance payment or security from him before proceeding to delivery.
ARTICLE 5: PROGRESS, PERFORMANCE WORK
1. If delivery cannot be made normally or without interruption due to causes beyond the fault of the user, the user is entitled to charge the other party for the resulting costs.
2. If the goods required by the user for the performance of the agreement are not delivered to the user in time, without the fault of the user, and this causes a delay in the performance of the agreement, the user is not liable
for the resulting damage. In particular, this provision will apply if it concerns rare or difficult to deliver plants, trees or other special goods.
3. If during the execution of the works adopted by the user it appears that they are impracticable, either as a result of circumstances unknown to the user or due to force majeure, the user has the right to claim that the
instruction given by the user is changed in such a way that the execution of the work becomes possible, except when due to the unknown circumstances or force majeure it will never be possible. The user is then entitled to full compensation for the work already performed by the user.
4. All expenses incurred by the user at the request of the other party are entirely for the account of the latter, unless otherwise agreed in writing.
5. If, during the execution of the work, the other party wishes to change the design of the garden and thus also the quotation, at its request, this is only possible if the user agrees. The user is then, at his option, entitled to charge the other party the additional costs, including administration costs and the costs of any new quotation that this modified design entails, or a lump sum of 10% of the original total amount. to charge the other party extra.
ARTICLE 6: TRANSPORT
1. Shipment of ordered goods takes place in a manner to be determined by the user, but at the expense and risk of the other party.
2. The user is not liable for damage, of whatever nature and form, that is related to the transport, whether or not suffered from the goods.
3. The other party must take out adequate insurance against the aforementioned risks.
4. Non-accepted goods that have been ordered by the other party will be stored or destroyed by the user at the expense and risk of the other party, all in accordance with the provisions of article 4 paragraph 5.
ARTICLE 7: COMPLAINTS / RETURNS
1. The other party is obliged to inspect the goods immediately upon receipt. If visible defects or irregularities are found, this must be noted on the waybill and / or accompanying slip and / or during the
delivery must be registered, but always be notified to the user within 24 hours at the latest, with immediate written confirmation. Other complaints, also with regard to work performed, must be sent by registered letter
to be notified by the other party within 8 days after receipt of the goods or the completion of the work to be performed.
2. If the aforementioned complaint has not been made known to the user within the periods referred to therein, the goods are deemed to have been received in good condition and the work performed is then deemed to have been properly performed.
3. Complaints do not suspend the payment obligation of the other party.
4. The user must be enabled to investigate the complaint.
5. If a return shipment proves necessary, it will only be for the account and risk of the user if the latter has thereby given his explicit written consent in advance. If the return shipment relates to a complaint as above
referred to, the return shipment will only take place at the expense and risk of the user if the complaint is declared valid by him. In such cases, return shipments are made in a manner to be determined by the user.
6. If the goods have changed in nature and / or composition after delivery, have been wholly or partially worked or processed, damaged or repackaged, any right to claim will lapse.
7. The user grants a one-off growth guarantee of three months on perennials, shrubs and trees to be supplied by him. Of course, these perennials, trees and shrubs must be properly cared for during this period and the lack of growth must not have been caused by a circumstance that is for the account and risk of the other party. The warranty explicitly excludes any guarantee regarding turf.
8. In the event of justified complaints, the damage will be settled under the provisions of Article 8.
ARTIKEL 8: AANSPRAKELIJKHEID/GARANTIE
1. De gebruiker kwijt zich van zijn taak zoals van een bedrijf in zijn branche mag worden verwacht, doch aanvaardt geen enkele aansprakelijkheid voor schade, met inbegrip van gevolgschade, die het gevolg is van zijn handelen of nalaten in de ruimste zin des woords,
behoudens voorzover aan diens grove schuld, grove nalatigheid en/of opzet is te wijten. De gebruiker is slechts aansprakelijk voor zover de schade wordt gedekt door enige verzekering. Eenzelfde beperking geldt ten aanzien van personeelsleden en/of derden die de gebruiker bij
de uitoefening van zijn werkzaamheden inschakelt.
2. Indien zich in de geleverde goederen kennelijke gebreken, materiaal- en/of abricagefouten voordoen die reeds op het moment van levering aanwezig moeten zijn geweest, verplicht de gebruiker zich die goederen kosteloos te vervangen. De gebruiker staat in voor de gebruikelijke normale kwaliteit en deugdelijkheid van het geleverde; de feitelijke levensduur ervan kan nimmer worden gegarandeerd.
3. Onverminderd het bepaalde in de overige leden en artikel 7 wordt de aansprakelijkheid van de gebruiker – uit welken hoofden ook – beperkt tot het bedrag van de netto verkoopprijs van de geleverde goederen, dan wel de netto prijs voor de verrichte werkzaamheden.
Voldoening aan deze garantie geldt als enige en volledige schadevergoeding.
4.
A. In alle gevallen is de termijn waarbinnen de gebruiker tot vergoeding van schade kan worden aangesproken beperkt tot 6 maanden.
B. Ingeval de wederpartij een natuurlijk persoon is die niet handelt in de uitoefening van een beroep of bedrijf, geldt een maximale termijn van 1 jaar.
5. Zo door de gebruiker geleverde goederen door de fabrikant van een garantie zijn voorzien, zal die garantie op gelijke wijze tussen partijen gelden.
6. De wederpartij verliest diens rechten jegens de gebruiker, is aansprakelijk voor alle schade en vrijwaart de gebruiker tegen iedere aanspraak van derden terzake van vergoedingen van schade indien en voorzover:
A. voormelde schade is ontstaan door ondeskundig en/of met instructies van de gebruiker strijdig gebruik en/of ondeskundige bewaring (opslag) van de afgeleverde goederen door de wederpartij;
B. voormelde schade is ontstaan doordat de wederpartij niet conform de door de verkoper gegeven instructies en/of adviezen heeft gehandeld;
C. voormelde schade is ontstaan door fouten of onjuistheden in gegevens, (materialen), informatiedragers e.d. die door of namens de wederpartij aan de gebruiker zijn verschaft en/of voorgeschreven.
ARTICLE 9: PAYMENT 1.
1. Payment must be made net cash within 30 days after the invoice date, even if delivery cannot be made in accordance with Article 4, unless expressly agreed otherwise in writing.
2. If an invoice is not paid in full after the expiry of the period referred to in paragraph 1:
A. the other party will owe the user a default interest of 2% per month to be calculated cumulatively on the principal sum. Parts of a month are considered as full months in this.
B. the other party, after being advised by the user, will pay the costs related to taking judicial and extrajudicial collection and / or enforcement measures, including costs of a bankruptcy petition. With regard to extrajudicial costs, the other party will owe a minimum of 15% of the sum of the principal sum and the default interest with an absolute minimum of € 70.00.
3. At the user’s option, the agreement can be wholly or partially dissolved in previous or corresponding circumstances, without further notice of default or judicial intervention, whether or not combined with a claim for compensation.
4. If the other party has not fulfilled its payment obligations in time, the user is entitled to suspend the fulfillment of the obligations to the other party for delivery or the performance of work until payment has been made or proper security has been provided for this. The same applies even before the moment of default / default if the user has a reasonable suspicion that there are reasons to doubt the creditworthiness of the other party.
5. Payments made by the other party always serve to settle all interest and costs due and subsequently to claimable invoices that have been outstanding the longest, even if the other party states that the payment relates to a later invoice.
ARTICLE 10: OWNERSHIP DESIGNS
1. The user is entitled to industrial and intellectual property rights with regard to content and form of reports, drawings, designs and the like.
2. Only after payment of the amount owed to the user as a result of a concluded agreement does the other party have the right to use the foregoing.
ARTICLE 11: RETENTION OF TITLE
1. The user retains ownership of the goods delivered and to be delivered until the time at which the other party has fulfilled its related payment obligations to the user. Those payment obligations consist of paying
of the purchase price, plus claims in respect of work performed in connection with that delivery, as well as claims in respect of any compensation for failure to meet obligations on the part of the other party.
2. In the event that the user invokes the retention of title, the relevant agreement shall be deemed terminated, without prejudice to the user’s right to claim compensation for damage, loss of profit and interest.
3. The other party is obliged to immediately inform the user in writing of the fact that third parties are asserting rights on matters that are subject to retention of title pursuant to this article.
ARTICLE 12: PROPERTY / WARRANTAGE
The other party is not authorized to give the goods / items delivered to third parties as collateral and / or to establish a possessionless pledge on them, and / or to place the items for storage in the actual power of one or more financiers (warrantage), as this will to become
classified as attributable non-compliance on its part. The user can then immediately, without being obliged to give notice of default, suspend his obligations from the agreement, or dissolve the agreement, without prejudice to the user’s right to compensation for damage, lost profit and interest.
ARTICLE 13: BANKRUPTCY, DISCLOSURE OF DISCLAIMERS, etc.
Without prejudice to the provisions in the other articles of these terms and conditions, the agreement concluded between the other party and the user will be dissolved without judicial intervention and without any notice of default being required, at the time when
the other party is declared bankrupt, applies for (provisional) suspension of payment, is affected by enforcement, is placed under guardianship or placed under administration, or otherwise loses the disposition and / or legal capacity with regard to its assets or parts thereof, unless the the bankruptcy trustee or the administrator regarding the (provisional) suspension of payment acknowledges the obligations arising from the agreement as estate debt.
ARTICLE 14: FORCE MAJEURE
1. In the event that compliance with that to which the user is bound by virtue of the agreement concluded with the other party is not possible and this is due to non-attributable non-compliance on the part of the user, or on the part of the agreement for performance of the agreement third parties / suppliers engaged by the user, or in the event that another serious reason arises on the part of the user, the user is entitled to dissolve the agreement concluded between the parties, or to fulfill his obligations towards the other party during a to suspend a reasonable period to be determined by him without being obliged to pay any compensation. If the above situation occurs when the agreement has been partially implemented, the other party is obliged to meet its obligations to the user up to that time.
2. The circumstances in which there will be non-attributable non-compliance will be understood to include: plant diseases and epidemics, war, riot, mobilization, domestic and foreign riots, government measures, import and export prohibited, strike and exclusion by workmen or threat of these and similar circumstances; disruption of the currency ratios existing at the time of entering into the agreement; business disruptions due to fire, accident or other occurrences and natural phenomena, irrespective of whether the non-compliance or late compliance takes place with the user, his suppliers or third parties whom he has
implementation of the undertaking.
3. In the event that the other party should in any way fail to meet the user promptly to meet its obligations, in the event of a suspension of payment, a request for (provisional) suspension of payment, bankruptcy, enforceable seizure, surrender of assets or liquidation of the enterprise of the other party , everything that it owes to the user on the basis of any contact will immediately become fully due and payable.
ARTICLE 15: CANCELLATION / DISSOLUTION
1. The other party waives all rights to dissolve the agreement pursuant to article 6: 265 et seq. Of the Belgian Civil Code or other legal provisions, unless cancellation has been agreed under this article.
2. Cancellation by the other party is only possible if the user agrees. In that case the other party is obliged to the user, in addition to reimbursement of at least 20% of the agreed price, to take delivery of already ordered goods, if not then processed or processed, against payment of the cost price. The other party is liable towards third parties for the consequences of the cancellation and indemnifies the user in this regard.
3. Amounts already paid by the other party will not be refunded.
ARTICLE 16: APPLICABLE LAW / COMPETENT COURT
1. The agreement (s) concluded between the user and the other party is exclusively governed by Dutch law. Disputes arising from this agreement (s) will also be settled under Dutch law.
2. Any disputes will be settled by the competent Dutch court, albeit that the user has the power to bring a case before the competent court in the place where the user lives or is established.
3. If the other party is a natural person who does not act in the exercise of a profession or business, it applies that within 1 month after the user has informed the other party that the matter will be submitted to the court, the other party will know
can make that he chooses to settle the dispute by the legally competent court.
