General terms and conditions

General conditions of Van Engelen & Evers B.V.

1. The following conditions apply to all sales, quotations, and supplies of Van Engelen & Evers B.V.

2.1. All offers are without engagement, unless agreed otherwise in writing.

2. Any contract/order between the seller and the buyer is fully binding upon both parties unless the seller notifies the buyer in writing within 8 days after ince

of the agreement/order that he is cancelling the contract.

3. Seller has the right to change after the agreement, within reasonable limits, certain specifications (like small adjustments in colours, dimensions, quantities,

etc).

3.1. Delivery has taken place when:

a. in case the goods are collected by or on behalf of the buyer: at the moment of receiving the goods

b. in case shipped by or on behalf of the seller: at the moment of the 1st offer or receipt of the goods by the buyer or delivery at the buyer’s warehouse or

other address provided by the buyer.

2. From the moment of delivery all goods are for the buyer’s risk.

3. The costs of transport will be for the buyer, except for shipments within the Benelux with an order value of €750 or more, in that case the costs for standard

transport are for the seller. If the buyer wants to have its goods shipped with express, these extra costs are for the buyer. Outward customs clearance will be

for the buyer’s account, unless otherwise agreed between the seller and the buyer.

4. Supplier is entitled to deliver the goods in several parts, unless parties agree otherwise.

5. Upon expiry of the (agreed) term or date of delivery a post‑delivery term of 15 working days automatically comes into effect, except for “fix” orders.

6. Stock orders must always be called by buyer within 6 months at the latest. After the expiration of this period, the seller may deliver the total quantity of

goods to be delivered to the buyer, who must accept and pay for them on the usual terms.

4.1. Claims are only valid if they are made in writing within 2 weeks of receipt of the goods, with a clear description of the complaint and in case the provided goods are still in the state in which they were delivered.
4.2. Slight deviations in quality, colour, dimensions, finish, permissible in the trade and/or technically unavoidable cannot be ground for complaint.
4.3 Seller is entitled to deliver up to an amount of maximum 10% more or less than agreed. In this case, buyer will pay for the delivered quantity.
4.4. In the event of justifiable claims, the seller has the choice of either crediting the goods or to replace or repair them within a reasonable term after receipt of the returned goods.

5.1. If the agreed deadline for payment is exceeded, any claim for payment discounts expires and the buyer is required to pay an interest for late payment at a rate of 10% per year on the amount due.
5.2. The buyer in default owes the seller compensation of the costs caused by his default, the extrajudicial collection costs in accordance with the statutory provisions, with a minimum of €25 per invoice. Irrespective from any court-ordered litigation costs if a claim has been dismissed by the seller or a third party on behalf of the seller.
5.3 Payments shall always be deducted from the oldest outstanding invoice(s). Notwithstandig this, only the seller is entitled to allocate a received payment to (a) newer outstanding invoice(s).

6.1. The seller has the right to cancel all orders, either wholly or partly, at his own discretion and without judicial intervention of the legal authorities, or to demand payment in advance for deliveries still to be made, and/or postpone these deliveries if:
a. he is unable to cover or cover sufficiently the financial risks of the respective order(s) with an insurer of his own choice;
b. seller has unpaid collectable invoices and/or the financial position of the buyer deteriorates before the order(s) has/have been delivered.
6.2. In case the seller wants to cancel an order based on article 6.1., he has to notify the buyer and offer the buyer 5 days to pay the order(s) in advance or provide a guarantee.

7.1. All goods supplied by the seller to the buyer, paid or unpaid, remain property of the seller until all invoices – including those not yet due – have been paid in full. For as long as the seller has outstanding invoices that have to be paid; for deliveries, interest or collection costs, the seller is entitled to recall the goods and the buyer is not entitled to transfer the seller’s goods in any form whatsoever (including as surety) to third parties nor to give them to third parties on consignment. In the case of recalled goods, the buyer will be credited for the same at the market value of the said goods on the date of recall.
7.2. A buyer may agree with a third party to pay the purchase price for him/her and be subrogated to the seller’s claim for that purpose. Upon payment by a third party subrogated to the seller’s claim, the retention of title shall not lapse.
7.3. In the case of subrogation as referred to in article 7.2, the seller shall deliver to the subrogated third party the retained title to the goods for which the third party has paid the purchase price. From the time of subrogation, the buyer shall hold the goods for the subrogated party.

8.1. The seller will immediately warn the buyer when circumstances of force majeure arise, which cause delay or prevent delivery of the goods. By force majeure is understood, in addition to what is understood in law and jurisprudence, all external causes, foreseen or unforeseen, beyond the seller’s control, but which prevent the seller from fulfilling its obligations in full or in part, such as but not exclusively: war, riots, strikes, government measures, events of any kind that disrupt seller’s production, disease (like SARS or Covid), disruptions in the normal supply of raw materials and ancillaries to the seller, and hold-ups (including outbreak of diseases like SARS or Covid) in the transport of the products by the means of transport chosen by the seller.
8.2. In the event of force majeure on the seller’s side, the buyer cannot claim compensation in any kind.
8.3. In the event of force majeure, the parties should make arrangements for the further execution of the agreement.

9.1. The seller’s liability is always limited to the amount which is covered by the insurance policy taken out by the seller.
9.2. If, for whatever reason, the liability insurer of the seller will not pay out, the contractual or extra-contractual liability of the seller will never extend the amount of the value of the invoice(s) which are claimed by the buyer.

10. Dutch law shall govern all agreements concluded under the terms of these conditions, to the exclusion of the applicability of the Vienna Sales Convention. All disputes which may arise between the parties, as a result of their agreement(s) or further agreements resulting from their existing or future legal relationship, shall be settled to the competent court of Eindhoven (The Netherlands) unless binding rules on jurisdiction prevent that choice. The seller may, however, elect to submit a dispute with the buyer to the court in the place where buyer’s business is registered or where buyer is officially domiciled if necessary, and may elect whether the law of the country where the buyer is registered/domiciled shall apply. Buyer agrees in advance with these choices by seller.