1.1 These conditions are applicable to all purchase agreements that are concluded with our counterparty as the seller and us as the purchaser.
1.2 Clauses derogating from these conditions only apply if and to the extent they have been confirmed by us in writing and exclusively apply for the agreement that they were made for.
Agreements with us are adopted through our written acceptance of an offer of the counterparty or through the timely acceptance of a written order from us by the counterparty. The counterparty upholds his quotation/offer for a 4-week term.
Established delivery terms counts as strict time limits. Through the simple non-compliance therewith, the counterparty falls into default.
The matters to be delivered to us remain at the risk of the counterparty until they have been delivered to us at the established location. Delivered matters that have not been delivered at the established location and/or do not correspond with the agreement, are always deemed to have remained at the risk of the counterparty.
5.1 In case of the supply of products, the product must be provided, e.g., with a CE marking and meet the requirements thereof. If no requirements for the CE level are set in the specifications, the product must meet the harmonized product standards and if such standards do not exist yet, the product must meet the national standards.
5.2 Upon receipt of the maters, we will control whether the correct matters were delivered to us in the correct quantities and we will control these matters for visible defects. If defects become apparent during this control, we will accordingly inform the counterparty within fourteen days after receipt of the matters.
5.3 The approval by or on behalf of us of mattes delivered by the counterparty does not constitute recognition on our part that the matters are compliant with what was established.
5.4 We will communicate any possible hidden defects to the counterparty within fourteen days after they have been discovered.
6.1 We are authorized to determine that the matters to be delivered or delivered to us are inspected by us or by a third party to be designated by us for soundness. Our counterparty is obliged to render its assistance for such an inspection, if necessary by making available, free of charges, staff, equipment, and such other facilities as may be required and are available at the counterparty. If the matters to be inspected are found to be defective, all costs of returning and investigation are borne by the counterparty.
6.2 Approval does not relieve the counterparty of any guarantee or liability as these flow from the agreement or the law.
7.1 Without prejudice to his liability on account of the agreement and the law, the counterparty guarantees for the duration of the period to be determined in the agreement, failing which a period of five years applies, that the delivered matters:
– are of good quality, without defects in design, construction, assembly, or material;
– correspond with what was established in the agreements and are suitable for the purpose they are intended for;
– are fully compliant with all standards, quality marks, laws, and other government regulations that were effective at the time of delivery.
7.2 Without prejudice to our other rights of claim, the counterparty will restore all defects arising during the warranty period as soon as possible. After such repairs, a warranty period becomes effective anew.
If the delivered matters and the associated documentation are subject to industrial and/or intellectual property rights, we acquire a license in the matter, with the right of granting such a license to our purchasers. Our counterparty safeguards us against claims by third parties on account of infringement on industrial and/or intellectual property rights, both in the matter of the use and of the restoral of the delivered matters.
The counterparty will make a statement before delivery regarding the components of the sold matters and of the packaging which, immediately or later on, are harmful for people and the environment. We are authorized to demand that the counterparty recovers the packaging at its expense.
10.1 All prices are fixed. No setoffs take place for any factors that increase costs.
10.2 Payment of the established purchase price occurs within thirty days after the day on which the purchased maters were delivered at the established location and we have received an invoice from the counterparty.
11.1 We have the right to rescind the agreement without any prior default notice if:
a. the established delivery time is not complied with;
b. the* sold matters are not delivered at the established location;
c. the matter does not have the characteristics that we were allowed to expect on grounds of the agreement.
d. the counterparty (in case of natural person) passes away;
e. the counterparty applies for suspension of payments or is under suspension of payments;
f. the counterparty is declared bankrupt, applies for his bankruptcy, or his bankruptcy is filed for;
g. in case of the immobilization or liquidation of the enterprise of the counterparty or of the transfer of his enterprise;
h. in case of the dissolution of (a part of) the company of the counterparty;
i. in case of a substantial change to the shareholder- and/or voting structure within the enterprise of the counterparty;
j. an attachment is levied on (a part of) the assets of the counterparty;
k. the counterparty is unable as a result of force majeure to comply with its obligations towards us and such situation of force majeure continues for at least 20 days. If we invoke the rescission of the agreement on one or several of these grounds, we do not owe compensation of damages to the counterparty.
11.2 If the agreement is rescinded by us, the counterparty owes us a fine that is equal to 10% of the purchase price that the counterparty stipulated for us. If the counterparty is in default and instead of rescission of the agreement we want compliance therewith, the counterparty owes a fine to us for each day that it is negligent to comply of 1% of the purchase price stipulated by the counterparty up to a maximum of 10% of that purchase price. The fines referred to here are forfeited without any default notice being required to such effect.
11.3 Without prejudice to what is established in article 11.2, the counterparty is liable for all damage we incur as a consequence of non-compliance with the obligations by the counterparty.
The counterparty safeguards us against any claim by third parties based on the contention that the matters delivered by our counterparty to us cause damage in any manner.
13.1 It is not possible for the counterparty to cede or pawn claims it has or will obtain on us pursuant to an agreement with us to third parties, nor to encumber or transfer such otherwise. By this article, effect in the field of property law is expressly intended.
13.2 The counterparty declares to waive rights of suspension and retention that fall to him.
The counterparty and we are obliged to observe the secrecy of the information received from the other that was shared with confidentiality or the confidential nature of which must be understood.
15.1 All agreements that these conditions are applicable to completely or in pat are subject to Netherlands Law.
15.2 All disputes will be settled in the first instance by the competent court in the District of Midden-Nederland, unless the law prescribes a different court of law in a mandatory manner.
General purchasing conditions of HUIBERS Elektrotechnische Isolatiesystemen BV
established in Maarsbergen, November 2023