Riethandel Jos van Rees en ZN
In these General Terms and Conditions the following terms shall have the following meanings:
- General Terms and Conditions: all provisions of the General Terms and Conditions described below.
- Jos van Rees: the private limited liability company Jos van Rees B.V. as registered in the trade register under number: 05072409
- Counterparty: any natural person, partnership, legal entity or other entity that has made or has made an Offer or quotation with Jos van Rees B.V., or to whom or on whose behalf a delivery is or has been made by or on behalf of Jos van Rees, or on whose behalf or for the benefit of whom one or more services are or have been performed by or on behalf of Jos van Rees B.V.
- Agreement: the agreement between Jos van Rees B.V. and the other party.
- Debtor: the person in whose name the invoice from Jos van Rees B.V. is made out.
- These terms and conditions apply to all offers, sales and deliveries made by Jos van Rees B.V. to third parties, to all work performed by Jos van Rees B.V. on behalf of third parties, as well as to all agreements in the broadest sense of the word entered into by Jos van Rees B.V. with third parties.
- These terms and conditions apply both within and outside the Netherlands, regardless of the place of residence or establishment of the parties involved in the agreement, and regardless of the place where the agreement was concluded or should have been executed.
- If the other party uses general terms and conditions, these are not binding for Jos van Rees B.V. to the extent that they deviate from these general terms and conditions.
- Any deviations from these conditions, applied/allowed by Jos van Rees B.V. in any way for the benefit of the buyer or client, shall never give the latter the right to subsequently invoke them or to claim the application of such a deviation as established for him/her.
- The quotations made by Jos van Rees B.V. are without obligation; they are valid for 14 days, unless otherwise indicated. The prices stated in the quotation are exclusive of VAT, unless otherwise indicated.
- If the other party refuses to accept delivery or fails to provide information or instructions necessary for delivery, the goods will be stored at the risk and expense of the client. In that case, the client will be liable for all additional costs, including but not limited to storage costs.
- In case of delivery carriage paid, the goods travel at the expense and risk of Jos van Rees B.V.
- In all other cases, the goods travel at the expense and risk of the client.
- The risk of damage is always borne by the client.
- If it has been agreed that the goods will be delivered on direct supply from abroad, the risk of poor – both quantitatively and qualitatively -, late and no arrival, as well as the risk of and during the supply, is entirely for the account of the principal. If the shipper or the person from whom and/or the person with whose mediation the goods purchased abroad are obtained, remains in full or in part, after due notice, in default with the fulfilment of his obligations, regardless of the cause, then Jos van Rees B.V. has the right to cancel the agreement with the principal.
- In case of delivery carriage paid, Jos van Rees B.V. is obliged to transport the goods to where the vehicle is on a properly drivable (made) terrain. The buyer is obliged to receive the goods there and unload them immediately. If the buyer fails to do so, the costs incurred as a result will be for his account.
- Each sale or supply takes place under the express condition that the price (prices) is (are) based on cost factors applicable at the time the sale is concluded, including, but not limited to;
- Export duties in the area of origin
- Freight and insurance
- Discharge costs
- Import duties
- Levies
- Taxes
- Unless otherwise agreed, delivery will take place from the company/warehouse of Jos van Rees B.V. in Genemuiden.
- The client is obliged to take delivery of the purchased items at the time they are delivered to him or at the time they are made available to him in accordance with the agreement.
- In case of delivery carriage paid or not carriage paid, Jos van Rees B.V. has the choice of the means of transport, unless otherwise agreed.
- Unless otherwise agreed, the usual packaging is free of charge for the client.
Packaging material will only be taken back at the charged price if such a matter has been expressly agreed and the packaging is returned to Jos van Rees B.V. in good order.
- An agreed delivery time is not a fatal term, unless expressly agreed otherwise. In the event of late delivery, the client must therefore give Jos van Rees B.V. written notice of default.
- The stated delivery times are approximate. If no terms for the call-off have been set for delivery on call, Jos van Rees B.V. is entitled to payment 3 months after ordering. If not all or not all items have been called off within 3 months, Jos van Rees B.V. is entitled to send the client a written notice stating a term within which the total quantity will have been called off, which notice the client is obliged to comply with within 5 working days. The term to be stated by the client after the notice may not exceed a period of 3 months.
- Jos van Rees B.V. is permitted to deliver sold items in parts. This applies if a partial delivery has an independent value.
If the items are delivered in parts, Jos van Rees B.V. is authorised to invoice each part separately.
- The claims of Jos van Rees B.V. on the buyer are immediately due and payable in the following cases, which cannot be regarded as an exhaustive list:
- If, after the conclusion of the agreement, Jos van Rees B.V. becomes aware of circumstances that give good reason to fear that the client will not meet his obligations. If the client has requested security for compliance when concluding the agreement and this security is not provided or is sufficient.
- In the aforementioned cases, Jos van Rees B.V. is authorized to suspend further execution of the agreement or to terminate the agreement. All this without prejudice to the right of Jos van Rees B.V. to claim damages.
- If circumstances arise with regard to persons and/or materials that Jos van Rees B.V. uses or is accustomed to using in the performance of the agreement, which are of such a nature that the performance of the agreement becomes impossible or so difficult and/or disproportionately expensive that further performance of the agreement can no longer reasonably be required, Jos van Rees B.V. is entitled to terminate the agreement.
- The goods delivered by Jos van Rees B.V. remain the property of Jos van Rees B.V. until the client has fulfilled all subsequent obligations arising from all purchase agreements concluded with Jos van Rees B.V.
- The consideration(s) relating to the item(s) delivered or to be delivered.
- The consideration(s) relating to services performed or to be performed by Jos van Rees B.V. under the purchase agreement(s).
- Any claims due to non-compliance by the client with (a) purchase agreement(s).
- Items delivered by Jos van Rees B.V. that fall under the retention of title pursuant to section 8.1 may only be resold in the context of normal business operations. Furthermore, the buyer is not authorized to pledge the items or to establish any other right to them.
- If the buyer fails to meet his obligations or there is a well-founded fear that he will not do so, Jos van Rees B.V. is entitled to remove or have removed delivered goods, to which the retention of title referred to in paragraph 8.1 applies, from the client or third parties holding the goods for the client. The client is obliged to provide full cooperation for this purpose, under penalty of a fine of 10% of the amount owed by him per day.
- If third parties wish to establish or assert any right to the goods delivered under retention of title, the buyer is obliged to inform Jos van Rees B.V. as soon as may reasonably be expected.
- The client undertakes to provide Jos van Rees B.V. with the following information at the first request:
- to insure and keep insured the goods delivered under retention of title against fire, explosion and water damage against theft and to make the policy of this insurance available for inspection.
- To pledge all claims of the buyer on insurers with regard to the goods delivered under retention of title to Jos van Rees B.V. in article 3.239 of the Civil Code.
- To pledge to Jos van Rees B.V. the claims that the client obtains against its customers when reselling goods delivered under retention of title by Jos van Rees B.V. in the manner described in Article 3.239 of the Dutch Civil Code.
- The goods delivered under retention of title are to be marked as the property of Jos van Rees B.V.
- To cooperate in other ways with all reasonable measures that Jos van Rees B.V. wishes to take to protect its property rights with regard to the goods and which do not unreasonably hinder the client in the normal exercise of its business.
- The buyer must examine the purchased items upon delivery or within 5 working days thereafter. In doing so, the client must check whether the delivered items correspond to the agreement, namely:
- or the correct items have been delivered
- or whether the delivered goods correspond in terms of quantity (for example, the number or amount) with what was agreed.
- or whether the delivered goods meet the agreed quality requirements or – if these are lacking – the requirements that may be set for normal use and/or commercial purposes.
- If visible defects or shortages are found, the client must report these in writing to Jos van Rees B.V. within 7 working days of delivery.
- The client must report any hidden defects in writing to Jos van Rees B.V. within 7 days of discovery, but no later than 14 days after delivery.
- Unless expressly stated otherwise at the time of sale, normal quality will be delivered and, as far as dimensions, numbers, etc. per trading unit are concerned, normal trade practices will be considered as agreed.
- Delivery subject to approval of the management shall only take place if this has been agreed in writing by the client and accepted in writing by the clients. The approval must take place within 2 working days after receipt of the delivered goods.
- Jos van Rees B.V. may request inspection before proceeding with the shipment or processing, including drying, of the goods. The inspection must take place within 2 working days after Jos van Rees B.V. has made its request known.
- No complaints will be accepted on batches that have been opened or processed in whole or in part.
- Complaints do not give the buyer the right to suspend payment, unless compensation is expressly excluded.
- If the complaint is justified, Jos van Rees B.V. will, at its discretion, either pay a fair compensation for damages up to the invoice value of the delivered goods that were complained about, or replace the goods after returning the originally delivered goods. Jos van Rees B.V. is not obliged to pay compensation for damages. Indirect damage will never be compensated.
- If Jos van Rees B.V. agrees a certain price with the client, Jos van Rees is nevertheless entitled to increase the price. Jos van Rees B.V. may pass on price increases in the price. If the price increase is more than 10%, the client has the right to terminate the agreement.
- If a price increase occurs during the first 3 months after the conclusion of the agreement, the client can terminate the agreement regardless of the percentage of the increase.
- Payment must be made within 30 days of the invoice date unless otherwise agreed.
- by means of legal tender at the office of Jos van Rees B.V.
- by transferring the amount due to Rabobank account number 32.14.06.818 in the name of Jos van Rees B.V. Greenteweg 7, 8281 RC in Genemuiden.
- After 30 days have elapsed after the invoice date, the buyer will be in default; from the moment of default, the client will owe statutory interest on the amount due at the interest rate applicable at that time per month, excluding a surcharge of 5%.
- In the event of liquidation, the failure of the suspension of the transaction to take place, the failure to comply with the transaction will take place in the near future.
- Payments made by the client will always be used to settle, first, all interest and costs due, and secondly, the oldest outstanding invoices, even if the client states that the payment relates to a later invoice.
- If the client is in default or in breach of one or more of his obligations, all reasonable costs to obtain sufficient out-of-court compensation shall be borne by the client. In any case, the buyer is liable for 15% extrajudicial collection costs.
- The client is liable to pay Jos van Rees B.V. the legal costs incurred by Jos van Rees B.V. in all instances, unless these are unreasonably high. This only applies if Jos van Rees B.V. and the client conduct legal proceedings in relation to the agreement to which these general terms and conditions apply and a legal decision becomes final and binding in which the client is found to be completely or predominantly in the wrong.
- If payment is not made at the agreed time, the buyer is liable to pay interest. The interest rate is that of the statutory interest, increased by 2. This interest is calculated over the period between 30 days after the invoice date and the date of receipt of the purchase price by the seller. The interest is payable without notice of default by Jos van Rees B.V.
- For defects in delivered goods, liability applies as regulated in article 14 of these conditions.
- With regard to additional services, the liability of Jos van Rees B.V. is limited to the invoice value.
- The above limitations do not apply if the damage is due to intent or gross negligence on the part of Jos van Rees B.V. or its managerial subordinates.
- Furthermore, the statutory rules apply to liability.
- The guarantee for delivered goods and/or services provided does not generally extend beyond the free delivery of new goods. For goods to which the factory guarantee applies, only the guarantee conditions of the relevant factory apply, without any further recourse being possible. The goods delivered by Jos van Rees B.V. to which the guarantee applies, with the exception of the factory guarantee, can be taken back by Jos van Rees B.V. at its discretion and replaced by new ones, while the amount already paid will be offset against the newly delivered goods. The guarantee period for the range of natural fences and thatched roofing is a maximum period of 36 months, unless otherwise agreed. Any claim under the guarantee shall lapse if third parties carry out or have carried out repairs or work on the delivered goods without the written permission of Jos van Rees B.V.
- Jos van Rees B.V. will always give the client the opportunity to inspect the goods at its yard or shipping site prior to delivery, if requested. The parties are always aware that reed is a natural product, whereby quality fluctuations can occur due to the nature of the matter. If such an inspection has taken place and the client has found the reed in question to be in order, any right to complain will lapse unless Jos van Rees B.V. subsequently does not deliver the batch that has been inspected in this way. For the rest, complaints must be reported to Jos van Rees B.V. in writing, by fax or by e-mail, in detail within 7 days of receipt of the goods. Jos van Rees B.V. is expressly entitled to replace or supplement the goods sold. Jos van Rees B.V. is not obliged to pay any further compensation. Furthermore, complaints are not possible:
- regarding the presence of vermin in this natural product.
- after processing the reed, for example in a roof.
- Complaints must therefore be reported before processing and Jos van Rees B.V. must be given the opportunity to determine its position on the matter.
- After delivery, Jos van Rees B.V. is released from all claims for the goods, the use and any damage resulting from this use, unless this is not permitted on the basis of mandatory provisions. The client indemnifies Jos van Rees B.V. against all claims from third parties in respect of damage suffered by them after delivery.
- Goods that the client has ordered too much or incorrectly will only be returned by Jos van Rees B.V., after approval by Jos van Rees B.V. against a fee of 25% of the value. This will be charged with any wages and transport costs.
- On loads of reed that are returned rejected cg with regard to quality, Jos van Rees B.V. has the right to have them inspected by an independent specialist. Should it appear that the load of reed has been wrongly rejected by the client, then the inspection costs as well as wages and transport costs will be charged to the client at the rate applicable at that time.
- Force majeure is understood to mean circumstances that prevent the fulfillment of the obligation and that cannot be attributed to Jos van Rees B.V. This will also include (if and to the extent that these circumstances make fulfillment impossible or unreasonably difficult): non-, incomplete and/or delayed delivery by suppliers, war and threat of war, full or partial mobilization, import and export bans, measures by Dutch and/or foreign government bodies that make the execution of the agreement difficult and/or more expensive than could have been foreseen when concluding the agreement. Frost, strikes and/or occupations, epidemic, unworkable working conditions, traffic disruptions, loss or damage during transport, fire, theft, disruptions in the supply of energy, defects in machines, all both in the company of Jos van Rees B.V. and with third parties from whom Jos van Rees B.V. must purchase the required materials or raw materials in whole or in part and all other causes beyond the control and/or control of Jos van Rees B.V.
- Jos van Rees B.V. also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment occurs after it should have fulfilled its obligation.
- During force majeure, the delivery and other obligations of Jos van Rees B.V. will be suspended. If the period in which fulfillment of the obligations by Jos van Rees B.V. is not possible due to force majeure lasts longer than 3 months, both parties are entitled to terminate the agreement, without any obligation to pay damages in that case.
- If Jos van Rees B.V. has already partially fulfilled its obligations upon the occurrence of force majeure, or can only partially fulfill its obligations, it is entitled to invoice the part already delivered or the part that can be delivered separately and the buyer is obliged to pay this invoice as if it concerned a separate contract. However, this does not apply if the part already delivered or the part that can be delivered has no independent value.
- All disputes between the client and Jos van Rees B.V. which may arise from the agreement concluded by Jos van Rees B.V. with the client, will be settled, at the discretion of Jos van Rees B.V., by the court that has jurisdiction on the basis of statutory jurisdiction rules, or by the court that has jurisdiction in the district where Jos van Rees B.V. has its actual establishment.
- A natural person who is not acting in the exercise of a profession or business has the right, within 1 month after Jos van Rees B.V. has invoked the provisions of that article in writing against him, to choose for the dispute to be decided by the competent court according to the law.
- Dutch law applies to every agreement between Jos van Rees B.V. and the client.
- Jos van Rees B.V. is authorized to make changes to these conditions. These changes will enter into force at the announced effective date. Jos van Rees B.V. will send the changed conditions to the buyer in a timely manner. If no effective date has been communicated, changes will enter into force for the client as soon as the change has been communicated to him.
- Additional or deviating terms or conditions are only valid if they have been confirmed in writing by Jos van Rees B.V.