Terms of Sales & delivery

GENERAL CONDITIONS OF SALE AND DELIVERY OF ATTEMA B.V. ESTABLISHED IN GORINCHEM

1.	GENERAL
	These general conditions constitute a part of all our offers and agreements, regardless of whether they serve for the delivery of goods or other performances, to the extent that no agreement to the contrary has been made in writing. They shall prevail at all times over the purchasing or other conditions of our customers
2.	ORDERS AND OFFERS
	All of our offers are without obligation. An order or instructions are only binding upon us following our written acceptance. The costs of an offer that does not lead to an agreement are for the account of the person who requested the offer. We are only obliged to make a change to the order after we have confirmed the change in writing and the customer has reimbursed us for all extra costs which arise for us from that change.
3.	DETAILS
	a. The measurements, weights and other details stated in offers, folders, catalogues or other documentation, and also the pictures of our products included therein, have an informative character. These details and/or pictures shall not bind us unless the contrary appears from the offer. b. All descriptions, calculations, sketches, schedules, designs, drawings, samples and models which have been made by us and/or have been provided to our customers shall remain our property, and without our written permission may not be copied or shown or made available to third parties, in whole or in part. They must be returned to us upon our request. c. Our customers shall guarantee us the correctness of the drawings, calculations, estimates and other details that they have provided. We accept no liability whatsoever in connection with these details. d. If we manufacture products on the basis of drawings, samples, models or in general instructions that have been made available to us by the customer, it shall guarantee us that the products do not infringe any intellectual or industrial property right of third parties in The Netherlands or in the country of destination, and the customer undertakes to indemnify us completely from all claims of third parties in that respect. We shall immediately notify the customer of all claims of third parties on the grounds of infringement of any intellectual or industrial property right. Upon the receipt of such objections we shall have the right to cease production and delivery of the products and to demand compensation from the customer for all damages or costs which might arise for us by virtue thereof.
4.	DIES, CASTS AND MOULDS
	a. The property of and the risk for dies, casts and moulds which are made by us or according to our instructions for the account of the customer shall pass over to the customer at the time that they are taken into use for the manufacture of the products destined for the customer. These dies, casts and moulds will not be delivered to or made available to the customer earlier that two (2) years after the last product which has been manufactured therewith, or at a later time, being after all claims which we have on the customer have been paid. In the meantime we will keep the dies, casts and moulds for the risk of the customer as long as they are suitable for further production. During the aforesaid period of two (2) years the maintenance costs shall be for our account, but after that time for the account of the customer. We shall only be liable for loss or damage if this is the result of purposeful action or gross negligence. In such a case we shall ensure that repairs or replacements are made for our own account, as we choose, but we shall never be liable for any other or further damages or costs, of any nature whatsoever. If the customer has not requested delivery one (1) year after the aforesaid period of two (2) years has passed, or as earlier as a die, cast or mould is no longer suitable in our opinion for normal production, we shall be entitled to dispose of the dies, casts or moulds as we think fit, without having to account therefor or pay damages on that account to the customer. b. If and to the extent that we have indicated in our offer or order confirmation the number of days or products that the die or cast or mould will be usable under normal circumstances, then after this number the die, cast or mould will be deemed to be unsuitable for further production. If no number of days or products has been stated in the offer or order confirmation we shall, as soon as we think that the die, cast or mould is no longer suitable for normal production, report this to the customer. In all cases we shall notify the customer of the costs connected with the repair or replacement of a die, cast or mould which is no longer suitable for normal production. c. We are only obliged to commence manufacture of a die, cast or mould after the customer has paid us the agreed payment or, if no payment has been agreed upon, the costs which are involved according to reasonable standards with the manufacture of the die, cast or mould. The foregoing is likewise applicable to any changes, improvements or repairs of a die, cast or mould.
5.	PRICES
	a. DThe prices stated in an offer are based on the costs of wages and materials that apply at the time that the offer is issued. We may charge on changes of the cost price of our products as a result of a change in the costs of wages or materials after an offer is issued to our customers, to the extent that the change could not reasonably be known to us at the time the offer was issued, unless fixed prices have been expressly agreed upon. b. We shall have the right to charge the customer for duties, levies and taxes on products or on raw materials from which the product is made to the extent that they have been introduced or increased after the date on which an offer is issued, as well as for all increases of transport and insurance costs, and the consequences of changes in currency exchange rates. c. Unless the contrary is stated in our offer or the agreement all prices do not include turnover tax.
6.	DELIVERY TIME
	a. The delivery time is stated by us to the best of our knowledge and is not binding, unless we have guaranteed a fixed delivery time in writing. The delivery time commences as soon as we have accepted the order or the instructions in writing, and are furthermore in the possession of all details that are to be provided by the customer. b. As a result of transgression of the agreed delivery time alone, as a result of whatever cause, we shall not be in default, but in that event the customer shall be entitled to demand that delivery is made after all within a reasonable term. If this term too is transgressed, our customers may not demand performance, but are entitled to dissolve the agreement, without, however, being able to demand payment of the direct or indirect damages which the customer might suffer as a result of the transgression of the agreed delivery time. The customer renounces all of its rights with regard to late delivery for the event that it is itself in default. c. In the event of force majeure the agreed delivery time shall be postponed for the duration of the obstruction. Force majeure shall be taken to mean all circumstances outside of our powers, regardless of whether such a circumstance could be foreseen at the time of conclusion of the agreement, as a result of which we cannot reasonably, or cannot reasonably timeously, comply with our delivery obligation. As such shall also apply a disruption in the supply of raw and auxiliary materials, strikes or other circumstances that disrupt the normal progress in our business, and also breach of contract of our suppliers. If such a circumstance lasts for longer than three (3) months both we and the customer shall have the right to dissolve the agreement for the part which has not yet been implemented, solely by means of a written notification to the other party, without, however, being obliged or entitled to any compensation of damages. In the event of partial implementation the customer shall owe a proportional part of the agreed price. d. We are entitled to deliver an order in its entirety or in parts. In the case of delivery in parts each partial delivery shall apply as a separate agreement and invoices shall be sent for each partial delivery. If delivery on call has been agreed upon, the delivery shall be made as far as possible in equal amounts spread in equal instalments across the agreed delivery term.
7.	DELIVERY
	a. Our products are delivered ex warehouse Gorinchem and as far as The Netherlands are concerned under the condition "carriage and insurance paid ('free') to transport address". Unless agreement to the contrary has been made we shall take care of the dispatch of our products and the transport costs to the agreed delivery address are for our account. All further transport and other costs are for the account of the customer. For orders under an invoice amount, which we shall lay down, from time to time we reserve the right to charge the customer for the full transport and other costs, as well as a surcharge in accordance with the rates, which apply at the time of delivery. b. The customer is obliged to send us the necessary dispatch instructions in good time, failing which it shall be liable for the damages and costs which might arise from its default. We shall notify the customer timeously of the expected time of arrival at the place of destination. The customer must ensure that there are sufficient unloading facilities at the place of destination. It shall make personnel and mechanical aids available without charge for the unloading of our products. In general the customer shall do everything possible in order to ensure that the products are taken into receipt immediately after arrival of the means of transport. c. Packaging of our products which is intended for re?use shall remain our property. The customer shall keep this packaging at our disposal. The customer shall be liable for any damages or loss.
8.	PROPERTY AND RISK
	a. All products delivered by us shall remain our full and exclusive property until the customer has paid everything, which it owes us by virtue of the agreement on the grounds of which delivery of the products has been made. The customer is, however, entitled to sell on or to process the products which have been delivered to it, provided that this is done within the framework of its normal business operations. Without prejudice to our further rights we shall, in the event of breach of contract, bankruptcy or moratorium of payments of the customer, have the right to take back the products that are situated with the client. For that event the customer gives us the right of gaining access to its sites and buildings. b. Regardless of the provisions in article 7 and regardless of any other sale stipulation which may have been agreed upon, our products are for the risk of the customer as soon as they have left our warehouse or, in the event of delivery on transport of a third party, the factory or the warehouse of the third party concerned. If we have insured our products against transport or other risks the costs shall be for the account of the customer.
9.	GUARANTEES AND CLAIMS
	a. Before using or processing the goods that have been delivered to it the customer must check whether the products are in accordance with its order. We must be notified in writing or by telefax of defects or missing items immediately after the defect or the missing items have been determined. In the case of missing items or defects which are externally visible this must in any event be done within three (3) working days after delivery of the products, and in the case of all other defects within six (6) days after such a defect has occurred. If the products have been taken into receipt without comments when offered for transport as concerns the external condition or packaging, they shall be deemed to have been delivered in good condition. All obligations to replace or make extra deliveries of goods shall lapse with automatic legal effect if the customer fails to notify us timeously of the missing item or defect or if the products have been re?packed, processed or used in another manner after the delivery. b. Provided that the customer has complied in full with all of its payment and other obligations we shall replace or re?deliver the defective or missing products for our account or, as we shall choose, reimburse the customer for the new value thereof. In the event of replacement the customer must hold the defective goods at our disposal. The customer renounces all rights to sue for dissolution of the agreement due to a defect or a missing item. c. We provide no guarantee whatsoever with regard to the processing or application possibilities of our products. d. On products or parts of products which we obtain from third parties we provide the same guarantee and under the same conditions as those which we have stipulated from the suppliers of our products. e. We shall not be obliged to pay any compensation or make any performance other than compliance with the obligations described above. All claims to compensation of damages are excluded and in particular we accept no liability for any business or other consequential damages, but if it should be determined that we are liable for damages, then the amount which is to be compensated shall never amount to more than the net invoice value of the products which have led to the damages arising or, of this is higher, the amount which we can claim from our insurers. The customer shall indemnify us from all claims with regard to damages, of any nature whatsoever, in connection with delivery or use of our products for which third parties may bring a claim against us.
10.	PAYMENT
	a. Payment must be made within thirty (30) days after the invoice date, but regardless of the payment conditions we shall be entitled at all times to deliver products cash on delivery or to demand payment in advance or the provision of security. Unless agreement in writing is made to the contrary the customer may, in the event of payment within eight (8) days after the invoice date, deduct a deduction of two percent (2%) from the net invoice value of our products. All payments must be made without discount or set?off, either at our office of by means of transfer to one of the bank or giro accounts which are to be indicated by us, unless another manner of payment has been agreed upon. All duties, taxes or other levies are for the account of the customer. Any disputes shall not give the customer the right to postpone its payment obligation. b. If a customer has not paid an invoice in time it shall be automatically legally in default as from the date on which the payment term has passed without further demand, and it shall owe the statutory interest on the outstanding amount until the date of payment. We shall furthermore be entitled, if the customer should fail to comply with its obligations, to dissolve the agreement by means of a simple written declaration, without court intervention or further notice in default, without prejudice to our right to compliance or compensation of damages, while all of our other claims on the customer shall become immediately claimable. We shall have the same rights and entitlements if the customer is declared bankrupt or has requested a moratorium of payments or becomes unable to comply with its financial and/or other obligations, or ceases its business. All judicial or extra-judicial costs of recovery are for the account of the customer. The extra-judicial costs of recovery are set at at least fifteen percent (15%) of the outstanding amount, with a minimum of € 340,34. c. All companies of which more than half of the shares are held directly or indirectly by the company which also directly or indirectly holds the shares in our company shall, as a several fellow creditor, be entitled to everything which we have or shall acquire to claim from the customer, also in the sense that each of these companies shall individually be able to set?off such a claim against a claim which the customer might have on the company concerned. d. The customer is only entitled to a discount or bonus if this has been agreed upon in writing. The discount or bonus shall only be due after the customer has complied with all of its obligations towards us.
11.	APPLICABLE LAW; DISPUTES
	a. Dutch law is applicable. If any provision of these general conditions is contrary to obligatory provisions of Dutch law, then only the provision concerned shall be without effect, and the remaining provisions of these general conditions shall remain in force without restriction. b. All disputes that arise with reference to an agreement to which these general conditions are applicable shall be submitted to the competent Dutch court, on the understanding that disputes with regard to which the district court is competent shall be submitted to the district court in Breda. Contrary to this provision, we shall be entitled to have disputes with a customer established outside of The Netherlands judged by the competent foreign court.