Terms of use
GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY OF YARKEL B.V.
These general terms and conditions apply to all offers from, transactions with, agreements with and other sales-oriented actions of YARKEL BV. and its future subsidiaries. YARKEL B.V. authorizes all its (future) subsidiaries to enter into purchase agreements with buyers on its behalf. YARKEL B.V. is responsible for the implementation of these purchase agreements, including delivery and invoicing. In addition to YARKEL B.V. stands the relevant subsidiary, which on behalf of YARKEL B.V. acts as a proxy for concluding the purchase agreement with the buyer (hereinafter: “the buyer”) for the performance of the purchase agreement. YARKEL B.V. and its subsidiaries are hereinafter referred to as "seller". These general terms and conditions explicitly also apply to all offers from, transactions with, agreements with and other sales-oriented actions of the seller that take place electronically, including via fax, internet, e-mail and related electronic systems. By placing an order with, requesting a quote from and concluding an agreement with the seller, the buyer or prospective buyer acknowledges having taken cognizance of these general terms and conditions and to agree with their content.
Article 1. Offers and confirmation 1. All offers from the seller, by whatever name and in whatever way they are made, are entirely free of obligation, unless the seller expressly indicates otherwise in writing. 2. The seller is not bound by an obvious mistake or error in an offer. 3. An offer from seller does not automatically apply to future agreements. 4. The seller is only bound by a quotation if it has explicitly stated in writing that this quotation is binding on it or if and because the seller has confirmed an order at a certain price. 5. If the accuracy of a written confirmation from the seller is not disputed within eight working days, both parties are bound by this. 6. Purchase agreements or other agreements concluded by representatives or other intermediaries of the seller, as well as promises made by representatives or other intermediaries of the seller, are only binding on the seller after written confirmation by the seller or, if such confirmation is not provided, after a period of fourteen days after concluding the relevant agreement or making the relevant commitment, all this if and insofar as the seller has apparently accepted the agreement or commitment within that period by actual action. 7. The seller is entitled not to accept an order or to cancel an order that has already been confirmed if it appears that the creditworthiness of the buyer is or has been under discussion, which may be apparent from, among other things, the lack or reduction of the internal or external credit limit (and ) with regard to copper. The assessment not to deliver to buyer (anymore) is solely up to seller. The seller is not liable for the consequences that result for the buyer.
Article 2. Prices 1. If, between the dates of the offer by the seller and the acceptance thereof by the buyer, also if the seller has made a binding offer, or between the dates of purchase and delivery due to reasons beyond the seller's control, a price increase of offered or sold goods should occur, for example due to an increase in material prices, production costs, import and export duties, taxes, exchange rates of foreign currencies, transport costs and the like, then the seller is entitled to pass on this price increase to the buyer. 2. Unless explicitly stated otherwise by the seller, all prices are exclusive of VAT. 3. The prices quoted by the seller are in Euros.
Article 3. Delivery time 1. The delivery time is estimated by the seller as accurately as possible, but can only be considered as a target date / period and never as a strict deadline. 2. Seller reserves all unforeseen circumstances, since many things must be ordered by seller from third parties (such as suppliers or factories). 3. The buyer is not entitled to any compensation in the event of a possible exceeding of the delivery time estimated by the seller. 4. In the event that the delivery time estimated by the seller is exceeded, the buyer cannot cancel the order, the buyer cannot terminate the purchase agreement and the buyer cannot refuse the receipt and / or payment of the goods in question.
Article 4. Delivery and risk 1. If carriage-paid delivery has been established, the goods travel at the expense and risk of the seller. 2. In all other cases, the goods travel for the account and risk of the buyer. 3. The choice of the means of transport rests with the seller. 4. In the case of delivery carriage paid, suitable seller does not transport the goods further than where the vehicle can reach a properly passable (made) site. Unless otherwise stipulated, the buyer must ensure timely transport within the transport area, if any permissible permits, exemptions and permits. Delivery is required next to the means of transport, while the buyer is obliged to take the goods there upon receipt. Buyer and seller take care of the unloading. If the buyer fails to do so, the resulting costs will be entirely at his expense. 5. Loss / delivery of goods outside working hours can only occur in consultation between buyer and seller. 6. In the absence of the buyer upon delivery of the goods by the seller, the goods are unloaded at the risk of the buyer. 7. If an order requested by the seller cannot be delivered because the supplier of the seller cannot or can no longer deliver (for whatever reason), the seller is entitled to offer the buyer an alternative. If the buyer cannot agree to the offered alternative, the seller has the right to invoke the dissolution of that part of the agreement that can no longer be executed, without judicial intervention. The seller is not liable for the non-delivery or incomplete delivery of the order for the consequences thereof.
Article 5. Delivery and call-off. In the event that delivery on demand has been agreed, without deadlines for calls being set, the seller is entitled, if not all goods have been called up within three months after the conclusion of the purchase agreement, to summon the buyer to specify a period within which all matters must be called for. The term to be specified by the buyer may not exceed a period of three months, counting from the day that the buyer could reasonably have become aware of the seller's summation. The buyer is obliged to comply with the aforementioned demand. Failing this, the seller is entitled, after the expiry of a period equal to the longest period that the buyer would have been entitled to charge, and if the risk of the goods still rests with the seller and at the risk of the buyer. store, or dissolve the purchase without judicial intervention and, if desired, claim compensation. Equal powers accrue to the seller if the buyer, despite mentioning a term, does not comply with it.
Article 6. Quantity 1. A bill of lading, delivery note or similar document provided with the delivery of goods is deemed to accurately reflect the quantity of the delivered unless the buyer reports his objection to the seller immediately upon receipt of the goods. Manco's and / or damage must be noted immediately by the buyer on the delivery document. All this under penalty of forfeiting the right to invoke such defects or shortcomings. 2. Even if the buyer notifies the seller in a timely manner that he has been delivered less than indicated on the document referred to in the first paragraph of this article, this shall not entitle him to defer payment.
Article 7. Capacity and inspection 1. If and in so far as nothing has been agreed in writing regarding the capacity, the buyer can only claim a capacity in accordance with what is normal and customary in the trade in the matter concerned. 2. In the case of an offer or delivery in accordance with the sample, the sample is only valid for determining the average quality of the structure, appearance and color of the goods to be delivered. 3. If and insofar as it has been agreed with regard to the quality that this will be in accordance with a specification and / or that the delivery will take place at the discretion and / or to the satisfaction of a client of the buyer or his building management, the buyer can only derive claims from this that go beyond what has been stipulated elsewhere in these general terms and conditions, if and insofar as those more far-reaching claims have been explicitly agreed in writing and result from the buyer's commitment to specifications, the content of which the buyer has communicated to the seller in writing and in a timely manner, so that the seller thereby submits his offer has been able to take into account. 4. The buyer has the right to inspect the goods at his expense. 5. The buyer can only derive claims against the seller for defects in the capacity of the goods - such as in quality, dimensions or number per unit of trade - insofar as the goods have not been processed and provided that the buyer reports the existence of such objections: a. in the case of free delivery to the work / delivery address: within five working days after receipt of the goods; b. in the event of delivery free at shore or free at station: as soon as possible after receipt of the goods; c. in all other cases: before loading, subject to the provisions of paragraph 6 of this article. 6. The samples used and shown by the seller are factory samples. The seller is not liable for any color deviations from the samples. 7. In the cases as referred to in paragraph 5 under c of this article, the seller, if the buyer has requested this and to the extent that this can reasonably be requested from the seller, is obliged to inform the buyer in good time of the time and place of loading. on which the inspection can take place. If the seller has not complied with this obligation, the buyer is authorized to report his objections as soon as possible, within a reasonable period of time but no later than eight working days after receipt of the goods. 8. Defects that could not reasonably have been detected by the inspection within the aforementioned periods must be notified in writing to the seller within eight days of discovery, under penalty of forfeiting the right to invoke defects or shortcomings. 9. Complaints can no longer be made with regard to defects that are still discovered after 1 (one) year and one day after delivery. 10. If the buyer can assert a claim against the seller according to the above provisions, this does not give him the right to suspend payment or to request settlement.
Article 8. Liability 1. The seller's liability, as referred to in the previous article of these general terms and conditions, as well as any other liability arising from other facts or circumstances, never goes beyond the reimbursement of the net invoice value (being the gross invoice value). minus any surcharges, VAT, any other government levies on the price and, where appropriate, additional costs such as those of transport and / or insurance) or re-delivery of the goods of the delivery to which the damage relates, such at the discretion of the buyer and for to the extent that the seller is able to deliver similar goods. Processing by the buyer or third parties of the delivered goods implies that any form of liability on the part of the seller is canceled. 2. Third parties can never assert claims against the seller. The buyer indemnifies the seller against all claims, for whatever reason, from third parties, including buyers from the buyer, who claim to have suffered damage as a result of goods and / or services supplied to the buyer by the seller. The buyer himself is responsible for whether or not to take over advice from the seller regarding the processing or processing of goods. In the event of incorrect processing or processing by third parties, the Seller is not liable further than in accordance with the provisions of Article 8 paragraph 1 of these General Terms and Conditions. 3. The seller is never liable for consequential damage, such as (but not limited to) indirect damage, stagnation damage, delay in construction, loss of orders, loss of profit, processing costs, etc. Nor is the seller liable for costs, damage and interest that are the result of acts. , negligence or advice from persons employed by the seller, except for intent and gross negligence on the part of the seller, and / or persons engaged by the seller in the performance of the agreement. 4. The seller is not liable for any incorrect application and processing of delivered goods by the buyer or third parties. 5. The seller is not liable for damage of whatever nature caused by the seller's assumption of incorrect and / or incomplete information provided by or on behalf of the buyer.
Article 9. Packaging 1. The Buyer will charge the Buyer as soon as possible (whether or not) by (collective) invoice for multiple times usable packaging. 2. For packaging returned at the expense of the buyer, as referred to in the first paragraph of this article, a credit invoice will be sent to the buyer soon after receipt by the seller. 3. Contrary to the provisions of the previous paragraphs of this article, the seller is not required to pay compensation for packaging that is returned in a damaged condition, as well as packaging that is not calculated or delivered by the seller. 4. Upon receipt of the seller's credit invoice, the buyer is only entitled to deduct the value of the returned packaging, up to the amount credited, from the amount that he owes the seller. 5. If the amount of the seller's credit invoice is more than the buyer still owes the seller on receipt of that invoice, the surplus will be paid to the buyer within 60 days of the date of the credit invoice.
Article 10. Return shipments 1. Return shipments are not accepted by the seller without prior written permission from the seller. 2. Goods fully or partially processed, damaged items and packaged items, the packaging of which is missing or damaged, can never be returned to the seller.
Article 11. Force majeure 1. If the seller is unable to deliver or deliver normally due to force majeure, the seller has the right to extend the delivery time by the duration of the force majeure or the order, insofar as this has not yet been executed. cancel, without the seller being liable to pay damages to anyone. 2. Force majeure includes situations such as, but not limited to: shortcomings on the part of the seller - in particular due to late or non-delivery - due to producers, suppliers and / or transporters, shortages on the market of required materials or labor, labor conflicts , strike and exclusion, riot, riots, acts of war, sabotage, unavailability of transport, supply stagnation, machine damage, theft from the seller's warehouses, natural disasters, bad weather, lightning strikes, fire, explosions, war, government measures such as transport, import, export or production bans, and all other situations that make compliance with the seller's obligations more difficult or impossible due to a foreseeable or unforeseeable circumstance beyond the seller's control.
Article 12. Retention of title, security and right of complaint 1. Without prejudice to the provisions concerning the transfer of risk, all goods delivered and to be delivered remain the exclusive property of the seller until all claims that the seller has or will have against the buyer - including at least the claims as referred to in Section 3:92 (2) of the Dutch Civil Code have been fully paid. The retention of title also applies in the case of processing or processing of goods or in the case of mixing of goods with other goods. The seller and buyer agree that the buyer transfers his claims from resale to the seller. 2. As long as the ownership of the seller's goods has not been transferred to the buyer, the buyer may not pledge the goods or grant any other right to them to third parties, except within the normal course of his business. The buyer undertakes at the seller's first request to cooperate in the establishment of a right of pledge on the claims that the buyer acquires or will acquire as a result of the resale of goods to its buyers. 3. The buyer is obliged to store the goods that have been delivered under retention of title with due care and as the recognizable property of the seller. 4. The seller is entitled to take back goods that have been delivered subject to retention of title and that are still present at the buyer if the buyer fails to meet his payment obligations towards the seller or if the buyer encounters or threatens to encounter payment difficulties. The buyer is obliged to grant the seller free access at all times to his grounds and / or buildings for the purpose of inspecting the goods and / or exercising the rights of the seller. 5. The aforementioned provisions included in paragraphs 1 to 4 of this article are without prejudice to the other rights vested in the seller. 6. The seller has the right to complain on the grounds of Article 7:39 of the Dutch Civil Code and may, on the basis of this, in the event of non-payment of the purchase price by the buyer, invoke the dissolution of the agreement and reclaim the goods from the buyer or his legal successor. . The seller retains the right to compensation for damage and interest as a result of the buyer failing.
Article 13. Payment and security 1. All orders are subject to a deposit of 50% of the principal. (1st order 100%) The remaining payment by buyer must be made within the payment term indicated on the invoice from seller to buyer. If this payment term is missing or is not visible on the seller's invoice, then a payment term of 8 days after the invoice date, being the due date, applies. In the event of late payment by the buyer, the buyer is legally in default, without notice of default being required. a. Each party is invoiced, plus a credit limitation surcharge of 2% of the invoice amount. This surcharge is not payable if payment is made within 8 days of the invoice date. b. If no payment has been made within 8 days after the invoice date, the buyer will be in default without any notice of default being required. In that case, the buyer will owe the surcharge of 2% of the invoice amount referred to under a. Above the invoice amount. 2. The buyer owes interest to the seller on the invoice amount from the due date of the seller's invoice. This interest is 1.5% per month or part thereof. The seller is entitled to use the payments received primarily for debiting the interest and costs that have fallen due before proceeding to debit the payments on the principal sum due. If the buyer is in arrears with regard to (part of) his payments, the whole of the amount due to the seller becomes immediately due and payable; this also applies to the seller's invoices that have not yet expired at that time. 3. If, in the seller's opinion, there are reasons to do so, the seller is entitled at all times to demand that the buyer provide adequate security for payment. In the absence of such security by or on behalf of the buyer, the seller has the right to suspend delivery, even if delivery on demand has been agreed, or to terminate the agreement without judicial intervention and to claim damages if required. The purchase price of what has already been delivered will then become immediately due and payable. 4. What the buyer owes to the seller pursuant to the agreement, becomes fully payable immediately in the event that: (a) the buyer suspension of payment, bankruptcy or debt rescheduling, threatens to be granted or has been granted (b) the buyer decides to wholly or partially strike or transfer of his company. 5. In the event of non-payment by the buyer, the seller is entitled to suspend further deliveries without prior notice. The purchase price of the delivered item is also immediately claimable in this case. 6. A buyer who has not paid the amount owed by him to the seller in time is obliged to reimburse the seller for the costs incurred in collecting the seller's claim against the buyer, including the extrajudicial collection costs, legal costs (to be assessed by the court) and any execution costs. The seller estimates the amount of the extrajudicial collection costs in accordance with the scale in the Standardization of Extrajudicial Collection Costs Act.
Article 14. Limitation and expiry 1. Every claim from buyer against seller - for whatever reason - expires or expires after 1 (one) year and a day from the time that buyer is sufficiently aware of his claim against seller. The limitation period is only interrupted by a legal action by the buyer against the seller or written confirmation from the seller that he agrees with the extension of the period. 2. Any claim from buyer against seller expires or expires in any case 2 (two) years after a claim from buyer has become due and payable. 3. If a dispute arises between the seller and the buyer regarding the start of the aforementioned expiry or prescription period (s), then the buyer must sufficiently demonstrate that the expiration or prescription period has commenced as stated above in article 14.1. and 14.2 of these terms and conditions. If the buyer does not demonstrate this sufficiently, then the expiry and prescription period starts at the time that the agreement between the seller and buyer is concluded.
Article 15. Deviating clauses. Clauses originating from the buyer, including, for example, purchase terms and conditions, deviating from these general terms and conditions, are explicitly rejected by the seller and are only valid if they have been accepted in writing and explicitly by the seller and the seller has also explicitly stated that in the present case there is a waiver. of the applicability of its own general terms and conditions.
Article 16. Intellectual and industrial property rights 1. All intellectual and industrial property rights in connection with the goods delivered to the buyer by the seller are exclusively vested in the seller or its licensors or suppliers. The buyer is never permitted to copy these items or to infringe the intellectual and industrial property rights of the seller or its licensors or suppliers in any other way. 2. The buyer indemnifies the seller against claims from third parties against the seller that are related to any (alleged) infringement of intellectual and / or industrial property rights by the buyer, employees of the buyer or third parties engaged by the buyer.
Article 17. Applicable law and disputes 1. All agreements entered into with the seller are exclusively governed by Dutch law. 2. All disputes with regard to or arising from or in connection with an agreement or offer concluded by the seller, offer, order confirmation, delivery of goods and invoices from or by the seller will only be submitted to the competent court of Rechtbank Midden-Nederland for judgment, location Utrecht, subject to any domicile choice in the buyer's place of residence, which choice is expressly reserved for the seller and any exceptions under mandatory law.
Article 18. Sharing General Terms and Conditions. 1. Upon request, the seller will send a copy of these general terms and conditions to interested parties free of charge. 2. In the event of any conflict with the terms and conditions of the buyer, the provisions of these general terms and conditions shall prevail, unless the seller has acknowledged the terms and conditions of the buyer in writing, with separately expressly denying the applicability of its own general terms and conditions. 3. If an article in these general terms and conditions is void or voidable, the article in question will be replaced by an article that is as close as possible to the original article. The other articles of these general terms and conditions will then remain in full force. GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY OF YARKEL B.V.