GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY OF IMS GROUP B.V. IN BARNEVELD
I. GENERAL INFORMATION
1. These general terms and conditions are applicable to all sales, quotations, offers and supplies of goods and services, unless otherwise agreed in writing by us
2. If all or part of any of the provisions from these general terms and conditions should be void, invalid or unenforceable, this will not affect any of the other provisions from these terms and conditions and the parties will consult together regarding a replacement provision.
II. QUOTATIONS AND PRICES
1. All quotations and offers are without obligation. If a quotation is accepted, we are entitled to dissolve the agreement within working days of receiving the acceptance.
2. Orders which are given to intermediaries only become binding for IMS Group B.V. after they have been confirmed by the latter in writing. Insofar as IMS Group B.V. is acting as an agent, orders to supply goods will not be regarded as having been accepted until they have been confirmed in writing by the manufacturer/supplier.
3. The seller is entitled to adjust the price agreed on with the purchaser if a change is made to one of the items included within the purchase price after the conclusion of the purchase agreement but prior to delivery.
4. The seller is also entitled to correct pricing errors after sending the order confirmation.
5. The seller may add a 3% credit limit to the net invoice amounts on his invoices. An amount of € 3.50 may be included for administration costs on invoices which amount to less than € 25.00 including VAT.
III. CALL-OFF ORDERS
1. If call-off deliveries are to be made within a certain period of time, either periodically or in instalments, the purchaser will not be able to make any further calls for delivery of those goods if their period for delivery has expired. On the other hand, IMS Group B.V. will be entitled to proceed to make deliveries at any time after the period has expired. If no period is agreed on between the parties, the purchaser will in any case have to call off the whole order within 6 months of the date of conclusion of the agreement.
IV. ORDERS AND DELIVERIES
1. The lead times, technical specifications, dimensions, etc. specified are approximations and estimates. The seller will indicate if there is a deviation in the specification provided for the purchaser. In that case, the purchaser will be entitled to declare the agreement terminated by means of a written declaration, within 3 working days of receiving any such notification from the seller, failing which the purchaser will be deemed to have accepted the change in the seller’s specification. A deviating specification from the seller will never result in the purchaser being entitled to any compensation, unless otherwise agreed in writing.
2. If the invoice value of the goods sent is less than € 185.00, the shipping costs are to be paid for by the purchaser. The costs of express and cash on delivery shipments will always be paid for by the purchaser.
3. The time of delivery is always regarded as the time the goods leave the seller’s warehouse or the factory insofar as there is direct delivery by the manufacturer. The seller is always entitled to supply goods ex works, unless otherwise agreed in writing. If required, IMS Group B.V. is prepared to mediate for the purpose of insuring the said risk. The seller is also free to choose the means and method of transport.
V. FORCE MAJEURE
1. In the case of ongoing force majeure, which must be understood to refer to any impediment beyond the seller’s control and therefore which can also include the seller’s failure to deliver, the seller will be entitled to declare the agreement terminated by means of a written declaration, in which case the purchaser will not be entitled to any compensation.
2. In the case of temporary force majeure, the seller will be entitled to postpone the delivery date or extend the period of time within which the services must be provided by the length of time during which the temporary impediment is present. In that case, the purchaser or customer can demand termination of the agreement if he can no longer be reasonably expected to accept the goods or services due to the delay, without him being entitled to compensation. In such cases, the purchaser or customer can only demand termination of the agreement within 3 working days of being notified of the delay.
1. Complaints, both in respect of the type and the quality of the product and in respect of the calculated prices and conditions, must be submitted to the seller by the purchaser in writing within 5 days of receipt of the goods
2. The seller does not have to accept complaints which are not made in writing but rather e.g. via agents, resellers, representatives, etc.
3. If a complaint is made in good time, the purchaser will give the seller the opportunity to investigate whether or not the complaint is justified. If it is justified, the purchaser will give the seller the time required in order to repair or replace the item.
4. Complaints will not entitle the purchaser to suspend payment or claim compensation.
5. The purchaser is to record deviations relating to the number of packages immediately on receipt on the waybill. Complaints relating to the quantity or external damage to the goods supplied or an incorrect delivery are to be reported to the seller within 1 working day of receipt. This rule applies unless expressly agreed otherwise with the purchaser and Physical Distributor.
6. Complaints relating to part deliveries are to be reported to the seller in writing by the purchaser within 1 working day of receipt.
7. Complaints relating to full container deliveries abroad are to be reported to the seller in writing by the purchaser within 5 working days.
8. Complaints will not be dealt with if any part of the item – other than in an emergency – has been changed or if the item has been repaired.
9. Returns will only be accepted if the seller has given his written consent regarding these. All unfranked returns will be rejected.
VII. TERMS OF PAYMENT
1. Payment must be made within the period of time and using the method specified on the offer or the order confirmation and/or the invoice. If no specific term of payment has been agreed, the amount payable must be received by the seller within 30 days of the invoice date.
2. If a credit limit is included on the invoice, this may be deducted if the invoice is paid within 30 days of the invoice date, as indicated above in article VII.1.
3. All costs connected with the method of payment will be paid for by the purchaser. All lawful means of payment will only be accepted by the seller subject to the correct receipt of the full amounts.
4. In the event of bankruptcy, suspension of payment, seizure at the expense of the purchaser, liquidation of his business or if an instalment is not paid on time, the purchase price will become immediately payable in full. In such cases, the seller is also entitled to cancel current agreements or to suspend the performance thereof, without prejudice to the seller’s right to compensation or right of retention. When exercising the right of retention, IMS Group B.V. will be entitled to sell the goods by public auction.
5. The seller is entitled to demand payment in cash or to send the goods on a cash on delivery basis if circumstances warrant this, at the seller’s discretion.
6. If the term of payment is exceeded, the purchaser will owe interest equal to the statutory interest or interest equal to the promissory discount + 2% if the latter delivers a higher rate of interest. Notification of default is not required.
7. If the term of payment is exceeded, the purchaser will also owe 15% of the principal sum as extrajudicial collection costs, with a minimum of € 100.00. In the event of legal proceedings, the purchaser will also have to pay the associated court costs.
8. The purchaser can use the credit notes provided by the seller within a year of the date of the note.
9. If the seller delivers on account, the seller’s records will determine the amount of the debt, in the absence of proof to the contrary.
1. A warranty will be provided for a period of 12 months; warranty claims are to be submitted within this warranty period.
2. The warranty period will start from the time of delivery.
3. The warranty is subject to normal and periodic maintenance being carried out in accordance with the instructions for users and to the component being used for the purpose for which it was designed.
4. If changes are made to the items delivered without consent from IMS Group B.V., the warranty will become void.
5. Damages arising from installation and/or operating errors are excluded from the warranty.
6. Normal part wear and tear is excluded from the warranty.
7. The compensation provided for a part will not exceed the amount of the item supplied.
8. Settlement will always be in the form of a credit note; IMS Group B.V. will not accept any invoices for costs incurred.
9. A warranty claim will only be dealt with if it is accompanied by all the relevant information and submitted within 1 month of repair.
10. Parts replaced for which warranty compensation has been paid will become the property of IMS Group B.V.
11. IMS Group B.V. reserves the right not to handle a warranty claim if the warranty and/or general terms and conditions are not met.
12. If the warranty claim is rejected by the seller, the purchaser may collect or request the products within 14 days of receiving that rejection. Costs for returning goods will be paid for by the purchaser. At the end of the above-mentioned period, the purchaser will no longer be able to make a claim relating to the products. Parts which are no longer usable will be scrapped and the remaining parts which are usable will be reused by the seller. If no response is received by the seller within the above-mentioned period of time, the purchaser cannot claim any rights relating to the latter parts and will not be entitled to any compensation.
13. In accordance with the new European guidelines, a claim may only relate to goods supplied by IMS Group B.V.
1. The liability of the seller is limited to compliance with the warranty obligation described above in VIII.1. The purchaser is not entitled to claim compensation for anything other than non-compliance with the said warranty obligation. The presence of defects will not give the purchaser cause to terminate the agreement.
2. The seller will not be liable for damage suffered by the purchaser or third parties which is due to a shortcoming in the delivery, unless the damage is attributable to intent or gross negligence on the part of the seller.
3. The purchaser will indemnify the seller against claims by third parties on account of damage incurred in connection with the goods or services supplied by the seller. That indemnification will also include damage which is due to a defect in the goods or services supplied.
4. In the case of exports: the purchaser himself must verify whether the goods may be sold in the country concerned.
X. RETENTION OF TITLE
1. All goods will remain the property of the seller, for the account and risk of the purchaser, until the purchaser has paid any amounts outstanding owed to the seller from any delivery including the principal sum, interest and costs. That means that goods paid for will not become the property of the purchaser until the purchaser has paid all the amounts outstanding owed to the seller, for whatever reason.
2. The goods at the purchaser’s premises and included in the delivery programme of the seller will be deemed to have come from the seller in the absence of proof to the contrary.
3. If the purchaser defaults, the seller may terminate any agreements entered into with the purchaser unilaterally by means of a written statement and take back the goods.
XII. APPLICABLE LAW AND COMPETENT COURT
1. Agreements concluded with the seller will be governed by Dutch law.
2. Any disputes relating to a quotation, agreement or other agreement to which these general terms and conditions apply will be submitted to the competent court in Arnhem.
These terms and conditions have been filed with the East Netherlands Chamber of Commerce under dossier number 18129503.