GENERAL TERMS AND CONDITIONS
General terms and conditions of the private limited company See You Groothandel BV, having its registered office in Someren.
ARTICLE 1 GENERAL
- Unless otherwise agreed in writing, these terms and conditions apply to all offers, requests, communications and agreements of the private limited company See You Groothandel BV, hereinafter referred to as: “See You”, including the execution thereof; all agreements whereby See You acts as a service provider as well as all agreements concluded with See You for the purchase and sale of goods, as well as all mixed agreements.
- Any deviating terms and conditions, such as the other party’s purchase conditions, will only be binding for See You if the management of See You has agreed to these expressly in writing and on occasion.
- In case of a conflict between the general terms and conditions and any corresponding conditions, including the purchasing conditions of the buyer and the general terms and conditions of the client, the general terms and conditions of See You shall apply exclusively, unless otherwise agreed and confirmed in writing by the management of See You.
Article 2 OFFERS
- The offers, made in whatever shape or form, and the information that can be found in the publications of See You are without any obligation and are revocable. Information from printed matter, issued on behalf of See You, can be subject to changes, without See You being obliged to give notice of this.
- The prices specified by See You are exclusive of VAT, exclusive of insurance, freight and delivery costs.
Additional costs for C.O.D. and express shipments are to be paid by the buyer. See You reserves the right to send ordered goods C.O.D., without having to state the reasons for doing so.
- All time limits mentioned in the offer are only made for See You and should not be considered by the other party as hard dates. Acceptance of an offer is always revocable, even when it contains a time limit. All dates provided by See You should only be considered as target dates.
Article 3 PRICES
- The agreed prices are based on exchange rates, gold and silver rates, the cost of materials, transport, wages, taxes and levies, import duties and other price-determining factors, all valid on the day of the conclusion of the agreement.
- See You is at all times entitled to adjust the prices without prior notice, also after the order confirmation, or after a special offer insofar as these prices refer to a special offer, in the event that any increase of price-determining factors takes place as mentioned in the first paragraph of this article, even when this takes place pursuant to foreseeable or unforeseeable circumstances when the agreement was concluded. In the event that the stipulated price is increased within three months after entering into the agreement and the buyer is a natural person not acting for purposes relating to his or her business or profession, the buyer shall in that case be entitled to dissolve the agreement. See You shall notify the client of this price increase as soon as possible and including specifications. The payment of a possible extra charge, pursuant to this article, shall take place simultaneously with the payment of the principal amount or respectively its last term.
- The provisions from paragraph 2 also apply when the price changes that are mentioned therein occur at a supplier, as a result of which the supplier adjusts its price with regard to See You.
Article 4 VAT ON INTRA-COMMUNITY SUPPLIES
- The other party can request See You to consider a delivery as an intra-community supply exempt from Dutch VAT See You will only do this if, in its opinion, the following conditions have been met.
* the other party is an undertaking established within the European Community within the meaning of the Dutch Turnover Tax Act 1968 and acquires the purchased goods within the framework of this undertaking;
* the (international) VAT number provided by the other party is listed in the file of valid international VAT numbers of the Dutch tax authorities and the name in this file corresponds with the name the other party uses in dealings with See You;
* it is certain that the goods sold will actually be transported to another Member State and will be received there by or on behalf of the other party;
* all other requirements that apply to the exemption for intra-Community supplies pursuant to the Turnover Tax Act 1968 have been met.
With each supply of goods, See You remains entitled to charge the other party VAT on the purchase price, without having to state the reasons for doing so, even if the other party has made the aforementioned
Article 5 CONCLUSION AND CONTENT OF THE AGREEMENT
- An agreement only becomes effective through confirmation in writing by the See You management and/or their authorised representatives, as evidenced by the trade register. Any additional agreements or changes that are made at a later stage only come into effect when the management of See You has
- confirmed these in writing and the other party does not raise any objections to them in writing.
- The date of dispatch of the confirmation shall count as the conclusion date of the agreement.
A sales order or invoice sent by See You is also considered as a confirmation with regard to the purchase agreement, which includes the items mentioned on the sales order, consignment note or invoice.
- Agreements with, or statements from, See You subordinate staff members are not binding, insofar as they have not been confirmed in writing by See You. Subordinate staff members in this context are all
employees who, according to the trade register, have no power of attorney.
- In the event of changes to and/or cancellation of the order, the other party is still bound to its order
irrespective of the reason for the change and/or cancellation, including circumstances beyond its control, and irrespective of acceptance of the reason by See You, and shall be obliged to reimburse the losses that See You has incurred – costs already incurred, loss of profit, loss of interest and the like.
The loss of profit that is referred to is deemed to amount to at least 40% of the purchase amount. See You retains the right to prove and claim a higher loss amount.
Article 6 DELIVERY
- Unless expressly agreed otherwise, an agreed delivery period is only an approximate. See You is not liable for any deviation from the indicated delivery periods, due to whatever cause, and the buyer is therefore obliged to accept the items bought, also in case of deviation from the delivery period. Exceeding the
delivery period never entitles the buyer to compensation, nor to dissolve or change the agreement, nor to non-compliance with any obligations arising from this agreement.
- A contractual penalty expressly imposed on exceeding the delivery period, shall not be payable if
exceeding the delivery period is the result of force majeure.
- The delivery period has been determined with the expectation that See You will be able to work under the same conditions as when the offer was made and with the assumption that the necessary materials shall be delivered in time by third parties.
- Without prejudice to paragraph 1 of this article and unless otherwise expressly agreed to in writing, a delivery period shall only become effective after the specified order has been accepted by See You in
writing and all written information necessary for the execution are in the possession of See You, and in the event that partial or complete advance payments are required, only after these payments have been
received by See You.
- See You enters into each agreement under the condition that the other party appears to be sufficiently creditworthy. See You is entitled to demand that the other party provides sufficient security to cover its obligations towards See You to the satisfaction of See You. See You is entitled to suspend the execution of the agreement until the required security has been provided.
- Delivery is deemed to take place when the goods leave See You or its supplier’s warehouses for shipment to the address provided by the buyer.
- In the event of a purchase and delivery agreement, and if part of the order is ready for delivery, See You is free to choose to deliver part of the order, or to wait until the complete order is ready. In case of partial delivery, the buyer is bound to pay the invoices related to this, in accordance with the provisions of Article 9.
- If it has not been expressly agreed to that the delivery shall take place from stock, See You is entitled to deliver from stock of third parties. With regard to the dimensions, colours, weight and other properties of all materials, See You retains the right to use the standard tolerance as is customary with the manufacturer responsible for the production.
- The quantity of product delivered by See You will be deemed to be sufficiently in accordance with the agreed quantity if the difference between the quantity delivered and the agreed quantity is less than 2%.
- Deviations in colour and other properties, which fall within the tolerance accepted in the industry for the product in question, or are technically unavoidable, shall not constitute an attributable shortcoming on the part of See You. In case of a partial defect, smaller or equal to 1% of the delivered goods, this shall not
be deemed to be an attributable failure in See You’s execution of the agreement.
- In the case of goods sent on approval, delivery takes place under a condition precedent of confirmation of the purchase by the other party. If the other party has not returned the goods within 14 days of receipt, it shall no longer be entitled to refuse the goods and shall be deemed to have confirmed the purchase under the conditions in the relevant invoice.
The other party is not entitled to resell the goods before it has confirmed the purchase.
Article 7 RISK AND LIABILITY
- The goods to be delivered will be insured by See You against damage during transport. On request, See You will inform the other party about the insurance conditions. The other party is liable for all damages that may occur during the transport of the items, or to the items, including but not limited to fire and water damage, theft and embezzlement insofar as this is not covered by See You’s insurance.
- See You’s liability with regard to loss or damage to the delivered goods is explicitly limited to the amount paid out by See You’s insurer. Any claims by the other party against See You with regard to said damage shall only be claimable under the condition that See You has received payment from the insurer.
- Should See You be in default, See You shall only reimburse those damages that are to be regarded as an immediate and direct consequence of its failure to comply with, or its incomplete performance of, its obligations and this shall never include damages to movable or immovable property of the other party or damages that are due to the non-availability, incomplete or delayed availability of the ordered goods.
- The other party binds itself to indemnify See You against any third party compensation claims against
See You, for whatever reason, and is liable for all costs resulting from them.
- The goods are sold in the condition they are in.
- In case See You provides services, such as giving solicited or unsolicited advice, the following applies with regard to liability: When advice is given by or on behalf of See You, no liability can be accepted for this. The client indemnifies
See You for all third party claims against See You in connection with said advice.
- Also for not giving advice in cases where the client believes that advice should have been given, See You assumes no liability.
Article 9 PAYMENT
- Payment must take place within thirty days after the invoice date, without discount or set-off, at the offices of See Pack or a third party appointed by it. However, See You retains the right to deliver to certain clients on the basis of a shorter term of payment or cash on delivery. See You is entitled to require additional security from the buyer for the payment of the agreed price, if it deems this necessary.
- If the term of payment is exceeded, the other party is in default without any notice of default and the other party will owe See You default interest of 18% per year or part thereof on the entire invoice amount from the due date. All legal and non-legal expenses related to the collection shall be borne by the buyer. The non-legal expenses are set at a minimum of 15% of the amount to be collected plus VAT, with a minimum of K150, and are due at the time the claim is handed over for collection.
- Discounts for cash or early payment will not be granted, unless expressly agreed in writing. Besides the principal amounts relating to services and deliveries, the extra costs and interest as referred to in this
article, described in the terms and conditions , See You is entitled to claim from the client all costs incurred as a result of shortcomings in the fulfilment of the agreement.
- In the case of non-payment of an outstanding amount, suspension of payment, an application for suspension of payment, bankruptcy or liquidation of the client, or the buyer, or when the client’s or buyer’s movable or immovable property is seized, See You shall have the right to cancel the agreement or cancel the part of it that still had to be executed on that date, without judicial intervention and without being obliged to pay any compensation. Consequently, See You shall have the right to cancel work that has not been carried out yet, or to reclaim the items that have not been paid for, without prejudice to See You’s right to compensation for shortcomings in the fulfilment of the agreement and the right to alternative
compensation. In the cases mentioned above, every claim of See You against the buyer shall be immediately due.
Article 10 COMPLAINTS
- Complaints regarding incomplete or incorrect delivery or defects must be submitted in writing, clearly defined and stating the reasons, as soon as possible, but no later than five days after the delivery. If no complaint has been submitted within the specified period, the goods delivered shall be deemed to have been accepted and approved.
- In the event that See You is accountable for failing in the execution of a purchase agreement, the
obligation to pay for damages is limited to repairing, replacing or refunding the items delivered by See You. All liability for consequential damage is excluded. See You is free to choose whether it will repair or replace the delivered items or reimburse the purchase price. All shipping costs are to be paid by the other party.
Defects that occur later than three months after delivery or were discovered after this period, or defects that are the result of incorrect use of the item, shall never be deemed to be an attributable shortcoming of See You. Submitting a complaint does not release the buyer from his or her obligations towards See You, nor does the buyer have the right to suspend these obligations.
Article 11 SEVERAL LIABILITY
All that – payment or otherwise – See You is entitled to with regard to the obligations arising from any agreement or these terms and conditions, nothing excepted, is jointly and severally owed by the owner or director of the other party, or by whoever has the authority to dispose of the goods, regardless of whether they have placed orders with See You for the delivery of goods or services in their own name and/or own account, or on behalf of third parties, on the understanding that performance by one of them shall discharge the other.
Article 12 FORCE MAJEURE
- Without prejudice to any of See You’s other rights, See You is entitled to suspend the execution of the agreement or to dissolve the agreement partially or completely through a written statement, at See You’s own discretion, without See You being liable to pay any compensation or otherwise, in the event that See You is hindered in the execution or timely execution of the agreement due to force majeure. This does not affect the client’s obligations to pay for the items already delivered and the costs already incurred.
- Force majeure means in this respect each circumstance that is not attributable to a fault on See You’s
behalf – even when it was already foreseeable at the time the agreement was concluded – as a result of which the compliance and/or timely execution of the agreement cannot be required in accordance with the requirements of reasonableness and fairness, including in any case war, revolution, danger of war, civil war, riots, strikes, worker lockouts, transport problems, fire and/or breakdowns within See You’s company or in the company of one or more of its suppliers, delayed delivery of materials, raw materials, ancillary materials or parts ordered in time, flood, storm, hurricane, hail, rain, mist, frost, snow-fall, black ice, traffic
interruptions, interruption in the supply of energy or drinking water, and government measures.
Article 13 RETENTION OF TITLE AND TRANSFER OF OWNERSHIP
- All goods delivered remain the property of See You until the buyer has fulfilled all his/her obligations
towards See You regarding the agreement in question or any related obligations. Until that moment the buyer is deemed to have the items of See You on loan. Therefore the buyer is not allowed to mix, process, sell, pledge or deliver, etc. the delivered items.
- The buyer is deemed to keep the goods for See You for no consideration, so that See You shall remain the owner and the possessor of the goods through the buyer.
- In the case of non-compliance or insufficient compliance, See You is irrevocably authorised by the buyer to reclaim the items delivered by See You and to enter the buildings and premises of the other party
without any notice of default.
Article 14 CUSTODY AND INSURANCE OF GOODS OF THE OTHER PARTY
- In the event See You has in its possession goods of the other party, specifically precious metal in processed or unprocessed state, for processing or custody, See You shall insure these goods against risks of fire and burglary under the terms and conditions of its general policy. On request, See You will inform the other party of these terms and conditions. See You’s liability with regard to loss of or damage to the items in custody is explicitly limited to the amount paid out by See You’s insurance company. Any claim of the other party against See You with regard to said damage shall only be claimable under the condition that See You has received payment from its insurance company.
- Any requests to See You by the other party for the supplementary insurance of its goods, must always be submitted in writing to See You in good time prior to the storage.
Article 15 APPLICABLE LAW AND DISPUTES
Dutch law is applicable to all agreements entered into by See You, as well as the obligations arising from these agreements. All disputes arising from, or related to these terms and conditions and the legal relationships that have arisen between parties, will, except for legal restrictions, in the first instance only be judged by the competent judge in The Hague, unless See You prefers to turn to the competent judge in the place of the client’s residence or registered office or to another competent judge.