GENERAL SALES AND SUPPLY TERMS AND CONDITIONS

 

ECO warehouse

   

Article 1 General

 

1.1   These terms and conditions are applicable to all sales and deliveries of the closed partnership with limited liability Eco warehouse B.V., located on the Zwolleweg 23, 3771NR Barneveld (Netherlands), hereafter to be called: 'Seller' on all agreements between the seller and a buyer, hereafter to be called: 'buyer'

 

1.2  Additional and/ or deviant terms and conditions - including purchase conditions - of the buyer are not part of the agreement between Seller and Buyer and do not bind the Seller, unless the Seller completely or partially accepts the terms and conditions of Buyer in writing.

 

1.3   Deviation from these terms and conditions will only be valid and enforceable if expressly agreed to by all parties in writing and, exclusively for the sales and (additional) conditions that they apply to. With regards to the other sales and (additional) conditions these terms and conditions will apply fully.

 

1.4  'Written' in these terms mean: by letter, by telefax or by electronic means.

 

1.5   In so far that these conditions are formatted in another language than Dutch, the Dutch text is deciding with differences.

 

1.6  If any stipulation of these terms and conditions is void or is destroyed, then the other stipulations will stand completely, and the void or destroyed stipulations of these terms and conditions will be replaced by valid stipulations where as much as possible of the void and destroyed stipulations will be taken into consideration.

 

 

Article 2 Sales, prices and establishment of the agreement

 

2.1  All sales of the Seller are non-binding

 

2.2  All shown images, drawings, models, colors and other specifications are only an indication. These are only binding if this is confirmed by the Seller explicitly in writing.

 

2.3   Unless otherwise agreed by the seller explicitly in writing, all specified by the seller prices in euros, excluding VAT, duties and other taxes, levies or royalties. The prices are base on Ex Works,

Zwolleweg 23, Barneveld, Netherlands (EXW, Incoterms® 2010) unless otherwise specified in writing.

 

2.4  Any alteration in one or more of the cost-determining factors such as purchase price (if changed with retroactive effect), exchange ratios, import duties, exchange taxes, increase of the raw materials, production costs or currency changes, that occur after the order confirmation but before delivery, will

give the seller the right at its own discretion, to charge a higher price or to cancel the order, without the buyer having any right to damages in this regard.

 

2.5  The agreement is concluded by acceptance in writing by the buyer. The confirmation is deemed to be accurate and complete. Additional agreements and/ or changes, by any person whatsoever, are only binding, if this has been confirmed by the seller in writing.

 

 

Article 3 Delivery

 

3.1   Delivery will take place based on the agreed upon destination site of Delivered At Place, (DAP, Incoterms® 2010) or Free Carrier, Barneveld, Netherlands (FCA, Incoterms® 2010).

 

3.2  The transport costs will be charged to the Seller if the net-value is more than: 100,- euros with domestic deliveries

250,- euros with deliveries in Belgium, Denmark, Germany and Austria; 500,- euros with deliveries in other EU countries.

 

3.3  The delivery period is agreed upon per transaction. Specified delivery periods are only only an indication and are not to be considered fatal. Seller is not previously in default with regards to the delivery period, after he has been put into default by the buyer, if she has been given the opportunity to still deliver within a reasonable period and the seller has not given any effect.

 

3.4  The delivery period does not start before an agreement has been concluded in accordance with what has been determined in article 2, and if the buyer has supplied the necessary data to the Seller to perform the agreement and the Seller has received the advance payment from the Buyer.

 

3.5  As soon as the Seller notices that the specified period has been exceeded, the Seller will contact the Buyer. The obligations of the Buyer will remain unchanged. Only with excessive overrun (more than

(8) weeks) of the agreed upon delivery period, the Buyer has the right to terminate the agreement, unless the termination is cause by force majeur. However the buyer is never entitled to any fines or damages.

 

3.6  The Seller is entitled but not obligated to deliver the products in shares, in which case the terms (payment) described below will also apply to each share sale.

 

3.7  The buyer has a purchase obligation. If the Buyer does not accept the products on the agreed upon date, the Buyer is in default and the Seller can (i) terminate the conditions without legal ramifications;

(ii) send the products to the buyer at their expense and risk; (iii) keep the products at the expense and risk of the Buyer. All costs resulting from above conditions, which includes possible capital loss, are to be charged to the Buyer. The above is unabated applicable to the rights of the Seller.

 

3.8  Buyer is responsible for getting the delivery note signed by a qualified employee.

 

 

Article 4 Payment

 

4.1  Unless agreed upon otherwise in writing, only (complete or partial) advance will be supplied.

4.2   If no (complete or partial) advance has been agreed upon, payment needs to occur by the Buyer within fourteen (14) days after the invoice date, unless specified otherwise in writing by the Seller. Payment needs to occur in euros without deduction of any discount, bank charges or any set-off, by deposit or transfer to the bank account specified by the Seller. Payment is deemed to have taken place first, as soon as the amount due has been irrevocably credited to Seller's bank account.

 

4.3   If the Buyer has not satisfied the payment obligation to the Seller within the agreed upon term, he is- without required prior notice or notice of default - in default, and from the start of the default due an interest of one and a half percent (1.5%) interest per month over the claimable amount, of which a part of the month counts as a whole month.

 

4.4   All costs, both the judicial and extrajudicial expenses, with regards to the collection of the by the Buyer owed amount and the not timely made amount, are to be charged to the Buyer. The extrajudicial costs will be fixed at a minimum of 15% of the concerned invoice amount, and will amount to at least EUR 150,= per claim

 

4.5   Any objections against a invoice need to be submitted within eight (8) days after the invoice date with the motivation by the Seller. After the end of this term complaints will no longer be taken into consideration, and the Buyer has processed his rights with regards to this. Complaints against the height of the submitted invoices do not suspend the payment obligation of the Buyer.

 

4.6    The Seller is entitled to suspend the fulfillment its obligations till the Buyer has settled all its claimable payment obligations.

 

 

Article 5 Retention of title

 

5.1  All products delivered to the Buyer will remain owned by the Seller till the moment of complete payment of all amounts, including any interests and costs, that the Buyer owes for the products delivered or still to be delivered under any agreement and / or failure to comply with such an agreement.

 

5.2   Buyer is obliged to take care of the careful handling of the products and to ensure that they are insured against the usual risks and do not have the right to, rent, alienate, use and / or deliver the products supplied, other than with the written consent of the Seller, as long as the Buyer has not fully fulfilled his obligations towards Seller. However, it is permissible for the Buyer to use or sell the products within its normal course of business, provided that, until Buyer has paid the products in full and has fulfilled his other obligations under similar agreements with the Seller, the Seller agrees with the rights of the Buyer towards service customers. The Buyer shall, as far as necessary, bear such rights to the Seller as to which the Seller accepts this transfer. However, the Buyer is not permitted to alienate the products in the course of his normal business at the time when Buyer has requested payment or if Buyer has been declared bankrupt.

 

5.3   If and as long as the Seller is owner of the products, the Buyer will immediately notify the Seller when the products will be seized or otherwise claim has been made on (any part of ) the products. Also, the Buyer will notify the Seller (in this case), where the products can be found that are owned by the Seller. With seizure or (temporary) suspension of payment the Buyer will immediately notify the summoner of the administrator to the (property) rights of the Seller. The Buyer is responsible for

getting the seizure of the products lifted.

 

5.4   If the same kind of products have been delivered on one or more of the unpaid invoices, the present products will be deemed delivered on the unpaid invoices.

 

Article 6 Confidentiality

 

6.1Buyer commits to confidentiality of all confidential information and data received as a part of the agreement with Seller. Information and data are considered confidential if this has been indicated as so by the Seller or if the nature of the information and/or date makes it so.

 

 

Article 7 Claiming

 

  Buyer is required to check the packing and products for flaws and/or any other defects immediately after receiving the products. Any and all shortcomings, visible flaws and/or defects are to be noted on the transportdocument or receipt by the Buyer. Writter complaints should be sent to the Seller as quick as possible, but no later than two (2) days after receiving the products, by specifically reciting the nature of the complaint, in absence of this, the Buyer will be considered to have accepted the delivered products. Using the products means acceptance of them.

 

    In case of a complaint the Buyer is required to return the products at own cost and risk to Seller, so Seller can investigate them.

 

  A complaint does not give the Buyer the right to eschew his (payment) responsibility towards Seller, or to appeal to a discount, settlement or suspension.

 

  If a complaint is sent in timely and the Seller admits to the fault, then the Seller is bound to choose from either delivering the products as it was ordered, replacing (part of) the defective part or taking back the product and crediting the Buyer for the amount paid, where shipping and return costs are paid by the Seller. In no situation is the Seller required to reimburse other costs and/or damage.

If a complaint is not accepted by the Seller, the shipping and return costs are to be paid by the Buyer.

 

  The previous articles are not detrimental to the Buyer concerning the law of hidden defects to items delivered. Buyer is obligated to send a written complaint of hidden defects to the Seller in a timely fashion, which is two (2) days after they are established or could have been reasonably established, or definitely within four (4) months after they have been delivered.

 

  Minor commerce acceptable or technically unavoidable defects in quality, colour, model, finish, workmanship etc can not result in a complaint.

 

 

Article 8 Accountability

 

  The accountability of the Seller towards the Buyer is limited to the fulfillment of the obligations described in article 7.4.

  In the event of willful intent or gross negligence of Seller and subject to the legal accountability on the mandatory provisions of the law, the seller is not accountable for any losses suffered by the Buyer. Accountability for indirect damages, consequential damages, immaterial damages, trading loss, lost profit, defects resulting from damages, loss, theft of goods of the Buyer, or damages caused by the accountability of third parties, is furthermore explicitly excluded.

 

  In case and as far as possible, the Seller has any accountability arising from any and all situation, despite that which is mentioned above, then the accountability is limited to the net invoice amount of the concerning products in the understanding that the Seller can only be accountable for the maximum amount of (five thousand) 5.000,- euro for every case of damage. A series of related damaging events are for the purpose of this article considered to be one event/damage case.

 

  Unless the damages are a direct result of gross fault or intent of the Seller, the Buyer will indemnify the Seller to all claims of third parties, directly or indirectly connected to (the use of) the delivered products and will reimburse the Seller for all losses resulting from such third party claims.

 

Article 9 Suspension and dissolution

 

9.4The Seller is justified to suspend the agreement between himself and the Buyer, as far as this has not yet been carried out, without legal interference and without declaration of default within a reasonable timeframe and/or terminate the agreement without the obligation to pay damages, in the event the Buyer does not (timely), properly or fully meet the (payment) obligations following from the agreements made with the Seller, or in case there are grounds to believe that the Buyer will not meet his obligations in a timely fashion, including bankruptcy and moratorium of payment of the Buyer or from suspension or liquidation of his company.

 

  Suspension and dissolution does not change the obligations for products that have already been delivered. In addition the Seller is authorised to claim compensation of damages, cost and interest, from the Buyer, which includes the Seller's lost proft. These claims can be demanded immediately.

 

  If the Buyer is found in default or has not been able to meet one or more of his obligations. then all reasonable costs to ensure that the Buyer does meet these obligations, in as well as out of legal boundaries, the legal support the Seller needs as a result of the Buyer not meeting his obligations, is to be paid full by the Buyer.

 

Article 10 Annulment

 

  In general the cancellation of an order by Buyer is not possible. In case the Buyer still makes a partial or complete cancellation of the order for any reason whatsoever, he is obligated to pay all reasonable costs made by the Seller towards completing the order (this also includes costs made for preparation etc), the right of the seller to claim damages for lost profit remains undiminished in this. Furthermore the buyer is obligated to pay any costs following the cancellation of the order.

 

  The Buyer is also obligated to pay a cancellation fee. This amounts to 10% of the complete charge on which VAT is yet to be added.