General Sales Conditions

GENERAL SALES, DELIVERY AND PAYMENT TERMS

The private company with limited liability incorporated under Dutch law known as IPT B.V. is located in Tilburg at the Zevenheuvelenweg 8-10. IPT is registered in the commercial register of the Chamber of Commerce West-Brabant under number 18090416.

1. General

1.1 Unless the contrary has been expressly agreed in writing and STATED on IPT’s sales confirmation these conditions apply to all our offers, on orders received by us from the buyer and on the sale and supply of all our articles, even if the agreement is established pursuant to an acceptance of an offer by the side of buyer.

1.2 These conditions also apply to all agreements with IPT for the execution of which third parties should be involved.

1.3 Any derogation from these general terms and conditions are valid only if expressly agreed in writing.

1.4 The applicability of any purchase or other conditions of buyer is expressly disclaimed.

1.5 If one or more provisions in this agreement are null and void or may be destroyed, the remaining of these general terms and conditions will stay in full force and effect. In this case IPT and buyer will consult to new stipulations replacing the null and void or destroyed provisions, where if and as far as possible the purpose and intent of the original provision are complied with.

 

2. Quotes

Our offers and quotations are – if applicable – only valid for a period indicated explicitly, and moreover are also completely free of obligation, as well as our communications relating to qualitative skills, etc. of our articles, unless the contrary is expressly and in writing. A sample shown applies only to denote, and obliges us to deliver a never equal thing. The in this tender mentioned prices are excluding VAT unless otherwise indicated.

 

3. Orders

3.1 Subject to orders (co-) related to commercial goods (raw materials) an order is only accepted by IPT by written or electronic confirmation of the order.

3.2 Only if and to the extent that our order confirmation differs from the buyers confirmation and is in their disadvantage or otherwise incorrect the buyer is allowed to object in writing within 24 hours after dispatch of the order confirmation by IPT, his objection applies – if not honoured – as a withdrawal of his order.

 

4. Price

4.1 The sale prices which have been specified and/or in accordance agreed upon by us are based on taxes, levies, purchase prices, currency rates etc. prevailing on the date that the buyer enters into an agreement. Unless otherwise agreed, all our prices are ex-factory (ex-Works) Tilburg and in EUROS excluding VAT and excluding the cost of transport to the buyer by desired destination and other transport related costs.

4.2 Unless otherwise expressly agreed, we are entitled to increase the agreed prices should one or several of the following circumstances occur after the conclusion of the contract: rise in the cost of materials or services required for executing the contract, rise in the cost of forwarding, the introduction of new and the increase in existing government levies on raw material, substantial changes in currency rates or, generally speaking, other circumstances that are comparable with the above.

 

5. Delivery time

5.1 In the order or order confirmation included delivery times will be held as much as possible, but never held for IPT as fatal term, unless otherwise agreed in writing.

5.2 Except in the case there is a final and fatal delivery date that has been agreed, in the wording and with the consequences as defined in paragraph 1 of this article, buyer will not blame any exceeding of the delivery term and in case of any overshoot allows us a reasonable period of time of at least 30 days in which we can still fulfill our commitments. Crossing this term indicates buyer has the right to dissolve the agreement. In no event shall we be liable for compensation for damage.

5.3 If no term of delivery is agreed goods will be delivered by us as soon as possible, or within a in our opinion, given the nature of the articles and the other relevant circumstances known to us, reasonable term. Buyer may ask us a not fatal-period to determine within what term the articles have to be delivered and at which base he then has the right to dissolve the agreement. In no event shall we be liable for compensation for damage.

5.4 For agreements, whereby a non-firm delivery time of not more than 15 working days applies in all cases that we have agreed, for a period of five working days after the exceeding of the delivery date to meet our obligations without default.

 

6. Dissolution of the agreement

6.1 The agreement of sale is achieved by (tacit) acceptance by IPT of a placed order.

6.2 If a buyer with one of his obligations out of any agreement with us is in default, and we are entitled to terminate that agreement, we are entitled not only to proceed to dissolution of the agreement but also of earlier and other agreements with him, in whole or in part and irrespective of whether or not such, in whole or in part, have been implemented. In that case the purchaser is obligated to us on our first request and based on delivered articles of our choice to redeliver them to the extent that the returned articles from the buyer have been paid to us, and credit buyer for an amount equal to 25% of the original invoice value, unless the articles have specifically been manufactured for this customer, and without prejudice to our claims for payment of delivered and non-returned items and without prejudice to our entitlement to compensation for damage.

 

7. Place and time of delivery

7.1 Each delivery is ex-factory (ex-Works) Tilburg, and occurs from the moment that the articles there by (the carrier of) or on behalf of purchaser are taken into receipt, or for transmission to him are loaded. From this moment on the risk is for the buyer.

7.2 IPT reserves the right to an accepted order in parts. Any portion of a delivery applies as a separate and independent delivery. IPT is entitled to invoice each partial delivery separately.

7.3 We reserve the right at all times to deliver C.O.D. (Cash on Delivery), against prepayment or against cash payment, if we believe that this is necessary or desirable.

7.4 If the articles despite the counterpart with buyer cannot be delivered at the address indicated by him, as a result of circumstances which are not allocated to us, we will nevertheless be deemed to have fulfilled our delivery obligation by keeping the items in our warehouse or in that of the transport company at the disposal of the buyer for 14 working days after the date on which the articles were ready for shipment the date of which the buyer in writing and by registered letter is informed by us.

7.5 The buyer is obligated to take the delivery into receipt respectively in the case referred to in paragraph 4 the articles to take off at the address indicated to us.

7.6 Not received or not timely picked-up articles shall be stored for account and risk of the buyer. We are in no way liable for damage to the articles, if they cannot be stored due to lack of a suitable storage space that is not, not at all, only partially and/or flawed. The buyer will in any case be accounted for any additional costs, including the storage costs.

 

8. Transport

8.1 Unless otherwise agreed, by order, for account and at risk of the buyer we take care of the transportation of the articles to the destination specified by the buyer. The to be delivered articles will never be insured/assured. If this is desired by the purchaser, he shall submit in writing to sales confirmation/order and to be arranged transport will be insured at his expense. The conclusion of the agreement to buy brings with it the order of buyer to us in the name and for account and risk of purchaser conclusion of the transport agreement, unless otherwise agreed.

8.2 If we have committed in relation to the goods sold to enter into a contract of carriage, it will, with everything that belongs to this end, be considered part of the contract of sale. If the carrier fails, also in the case this is contracted by us, we are not liable for the consequences; in such a case we will entirely acquit ourselves towards the purchaser by assigning the relevant rights obtained in this contract of carriage to the buyer.

 

9. Warranty

9.1 We provide no warranty, other than described in the agreement.

9.2 We do not vouch for the quality of supply of raw materials and semi-finished products, other than that they meet normal common quality standards under normal conditions of use. We never guarantee, even if a sample of the to be delivered material has been provided to purchaser in advance, that the delivered is appropriate for achieving the purpose for which the purchaser wishes to use, consume or process it.

9.3 With regard to articles which guarantee granted by a law appeal to us is done, we will pass to free replacement of the articles.

9.4 The warranty does not apply to deficiencies or defects, which are caused as a result of violence from the outside, use, natural wear and other causes beyond the control of the IPT, including cleaning and/or processing by or on behalf of the buyer.

9.5 Minor in the usual trade and/or technical inevitable deviations are never covered by the warranty and commit ourselves never to any fee, and do not give the buyer the right to change or refuse the receipt or payment of articles delivered. We are not liable for any direct and/or indirect damage suffered by the buyer due to delayed, incorrect or faulty delivery or defects in or to the articles, other than in accordance with the provided in these conditions.

 

10. Liability

10.1 If IPT should be liable, then this liability is limited to what is regulated in this provision.

10.2 If we are liable for direct damage, then said liability shall be limited to a maximum of two times the declared amount, at least that portion of the order to which the liability relates, at least up to EURO 25.000,00 (say: twenty five thousand euros). The liability is at all times limited to the maximum amount the insurer of IPT in the common case to provide benefit, plus our own risk under which insurance.

10.3 Under direct damage shall mean only:

  • the reasonable costs to establish the cause and extent of the damage, as far as the determination relates to damage within the meaning of these conditions;
  • any reasonable costs incurred to the poor performance of IPT on the agreement, unless this can be attributed not to us;
  • the reasonable costs incurred to prevent or minimize damage, as far as purchaser shows that these costs have led to the limitation of direct damage as meant in these terms and conditions;

10.4 We are under no circumstance liable for indirect damage, including in any case consequential damage, loss of profit, missed savings and damage by business stagnation.

10.5 The included in these terms and conditions, limitations of liability for direct damage shall not apply if the damage is due to intent or gross negligence of IPT or our employees.

10.6 The provisions of this article shall also apply to third parties enabled by IPT. The buyer shall indemnify IPT for claims from third parties.

10.7 The liability of IPT ends in any case at the time of resale by the buyer. The buyer hereby indemnifies IPT for claims of this retailer.

 

11. Claims or Complaints

11.1 The purchaser is obliged following the receipt to check on the delivery quantities, as indicated on the Bill of Lading or receipt and the condition of packaging, and is regarded to have received the mentioned quantities in good condition if he doesn’t make any annotation or mentions any reservations on the Bill of Lading or receipt.

11.2 In addition, the customer is obliged within 24 hours after reception of the delivery to him to check if the articles delivered are consistent with the contract, in particular all qualities and attributes that are visible to external control. The articles delivered to purchaser are presumed to comply with the order confirmation, unless and insofar as the buyer has sent his objections to us in writing per fax within 24 hours after reception.

11.3 Claims with regard to other visible or invisible defects can only be exercised if the absence thereof is guaranteed by us, and in addition to this written and reported directly to us within five working days after reception of the articles, or – if the purchaser establishes that even after proper control he was not able to discover these defects within five working days after buyer has discovered or ought to have discovered this, on penalty of the deprivation of the right to do any defects on this appeal.

11.4 After use or cleaning or after total or partial processing of the articles the right to claim no longer exists. Claims concerning small in the usual trade or technical inevitable deviations are not accepted.

11.5 If a claim is recognized by us as legitimate, we can, and with exclusion of any right of the buyer to damages, improve or replace the articles free of charge.

 

12. Return shipments

The buyer never has the right to return articles supplied if and as long as we do not accept this in writing. The indemnities of returned articles are for account and risk of the buyer, as long as we, admitted to the provisions of article 8 or 9 have not let us known that we take back the articles. The granting of permission to return the articles does not mean that we recognize any claim or warranty. Nor can there be a right to damages derived.

 

13. Payment/retention/collateral

13.1 Payment is payable per the date of delivery. It should in any case be made within fourteen days after invoice date unless otherwise stated on the invoice. Claims of buyer do not give him the right to suspend its payment obligations.

13.2 By the buyer payment made of a certain undertaking attributable sum is still primarily to reduce the costs including the costs of legal assistance, then deducted from the interest and finally to reduce the principal and the accrued interest.

13.3 If buyer carries out a payment that could be allocated to two or more payment obligations towards us allocation shall be made on the commitments that the buyer designates upon payment, failing which the allocation takes place successively to the underwriting commitments, the most serious, or finally on the oldest. If the payment obligations in addition, the same age than happens allocation of payment to proportionality.

13.4 If the purchaser after the expiry of the agreed term of payment has not paid, he is immediately and by the mere expiration of the term, without a prior notice required by law and in failure, to pay an interest of 2% above the legal commercial interest as referred to in article 6: 119a Dutch civil code. Also all the by us judicial and/or extrajudicial and other made costs are borne by the buyer, unless these costs are unreasonably high.

13.5 Due to extrajudicial costs buyer is borne to pay administration costs of 1% of the outstanding amount for each payment reminder or warning sent by us and again the amount of a minimum of 15% of the invoice amount with a minimum of EURO 500,00 plus VAT, if and when we hand over the collection of our claim.

13.6 The ownership of the items sold goes first on buyer, after these have been delivered to him and everything is paid by the buyer to us what he is owed in respect of articles delivered by us including due interest and costs. Also in the case of any credit, by us for any reason whatsoever to purchaser and in case of any other fault of buyer to us, is the property of goods delivered by us only if we have given the buyer a valid proof of discharge.

13.7 Goods/articles delivered by us, under the retention of this article may be resold in the context of a normal business conduct.

13.8 The buyer shall not have jurisdiction over the matters covered by the retention of title delivered to pledge or any other right to settle here.

13.9 The buyer is always obliged to cooperate with IPT or by its third party to remove/return unpaid or partially unpaid goods. In case of un-fulfillment the buyer has to pay a penalty of 10% per day, calculated on the total payment by buyer’s outstanding invoice amount.

13.10 We are always, therefore both before and after delivery, entitled to demand certainty and proper fulfillment of outstanding payments and future payment obligations. As long as such a certainty after a request made on our part is not done, we can suspend our delivery obligation and terminate contract/orders as meant in article 6.

13.11 If the buyer has exceeded a time limit within which payment should have been made, is bankrupt, has provisional suspension of payment, obtains receivership or other circumstances which justify the expectation that he does not meet his payment obligations, whether or not future will comply with the agreement concluded with him then we have the right (s) or parts thereof to dissolve the contract with the consequences referred to in article 6. All judicial and extrajudicial costs incurred by us in relation to the non-performance by buyer of its obligations or in connection with the dissolution are for his account

13.12 The buyer undertakes in case the event that we wish to make use of our retention of title, all included articles, insofar as they are paid, also on first request and at his expense to give back against proof of delivery and on this matter provide all desired cooperation and supply information as to the provision of access to the storage space, etc. The buyer will warn us directly once, a third, for whatever reason, considers claims on the articles and/or relevant measures he is going to take.

13.13 If we make use of our right to take back the articles, we have the choice to keep these articles and to store on account of buyer, until buyer has met all his obligations towards us, or to sell the articles and the proceeds against the outstanding debts borne by buyer, or the purchasing contracts that have been entered into with the buyer, in so far as relating to indemnities paid to dissolve with the consequences, as referred to in article 6.

 

14. Insurance obligation

14.1 The buyer commits himself to preserve/keep/store received goods as a prudent man and will manage the preservation and conservation of received as a prudent man to satisfaction of IPT and will insure against fire, water damage, explosion and theft, this for the benefit of the IPT.

Buyer will ensure payment of insurance premium on time and will provide premium paid receipts on first requests to IPT. Buyer will arrange the insurance contract in such a way that he is an insurance premium payable only by a whole year.

14.2 The other party undertakes on first request of us all claims of the other party on insurers with respect to goods delivered subject to retention of title to pledge to IPT as described in article 3: 239 BW;

  • the demands obtained by the other party towards its customers in selling goods provided by us under retention of title to pledge to us  as described in article 3: 239 BW;
  • the goods provided subject to retention of title as the property of IPT;
  • otherwise to cooperate with all reasonable measures that IPT to protect its property law relating to the Goods intends to adopt and which hinder the other party not unreasonable in the normal exercise of its business.

 

15. Force majeure

15.1 Circumstances, that interfere with the production, delivery or shipment to us or to buyer because of circumstances that cannot be allocated, in any case including strike or lack of work forces, both inside and outside our company, lack of appropriate means of transport, block of traffic on land, water or in the air, default of our supplier(s), carrier(s) or other third parties engaged by us, and all other disasters of whatever nature, exempt us from our obligations arising from the agreement entered into with the purchaser without any obligation to pay in damages.

15.2 Without prejudice to the other, in these conditions we are liable only for damage, if the buyer proves that the damage resulted from our intentional or equivalent gross negligence. We are in no case liable for any damage or loss caused by errors of third parties.

 

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