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Algemene voorwaarden

Oh la la, the dreaded small print. It's for all our benefit, no confusion. That's what our lawyer tells us. Have fun reading it!
 
Sunday International B.V.
P.O. box 7183
5980 AD Panningen
Phone: +31 20-7080090
Fax: +31 20-7080099
 
Chamber of Commerce 12064959 (Venlo), BTW(VAT) Nr. NL817473051B01.
 
 
1.
Interpretation
1.1
The definitions and rules of interpretation in this condition apply in these conditions.
Buyer: company who purchases the Goods from the Company.
Company: Sunday International B.V.
Contract: any contract between the Company and the Buyer for the sale and purchase of the Goods, incorporating these conditions.
Delivery Point: the place where delivery of the Goods is to take place under condition 4.
Goods: any goods agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them).
 
2.
Application of terms
2.1
Subject to any variation under condition 2.3, the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).
2.2
No terms or conditions endorsed on, delivered with or contained in the Buyer's purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
2.3
These conditions apply to all the Company's sales and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by an authorised representative of the Company.
2.4
Each order or acceptance of a quotation for Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions.
2.5
No order placed by the Buyer shall be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company or (if earlier) the Company delivers the Goods to the Buyer.
2.6
The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate.
2.7
Any quotation is given on the basis that no Contract shall come into existence until the Company despatches an acknowledgement of order to the Buyer. Any quotation is valid for a period of 30 days only from its date, provided that the Company has not previously withdrawn it.
 
 
 
3.
Description
3.1
The quantity and description of the Goods shall be as set out in the Company's quotation or acknowledgement of order.
3.2
All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract and this is not a sale by sample.
 
4.
Delivery
4.1
Unless otherwise agreed in writing by the Company, the conditions for delivery shall be ex-works (as defined in the latest version of the ICC Incoterms 2000) at the Company's place of business.
4.2
The Buyer shall take delivery of the Goods within 7 days of the Company giving it notice that the Goods are ready for delivery.
4.3
Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time for delivery shall not be deemed to be firm as meant in article 6:83(a) of the Dutch Civil Code. If no dates are so specified, delivery shall be within a reasonable time.
4.4
If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations:
(a)
risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Company's negligence);
(b)
the Goods shall be deemed to have been delivered; and
(c)
the Company may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
4.5
The Company may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract. Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.
4.6
The Buyer may only return Goods to the Company after having received the Company's prior written approval to that effect.
 
5.
Risk/title
5.1
The Goods are at the risk of the Buyer from the time of delivery.
5.2
Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:
(a)
the Goods; and
(b)
all other sums which are or which become due to the Company from the Buyer on any account.
5.3
Until ownership of the Goods has passed to the Buyer, the Buyer shall:
(a)
hold the Goods on a fiduciary basis as the Company's bailee;
(b)
store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Company's property;
(c)
not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
(d)
maintain the Goods in satisfactory condition and keep them insured on the Company's behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Buyer shall produce the policy of insurance to the Company.
5.4
The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:
(a)
any sale shall be effected in the ordinary course of the Buyer's business at full market value; and
(b)
any such sale shall be a sale of the Company's property on the Buyer's own behalf and the Buyer shall deal as principal when making such a sale.
5.5
The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer's right to possession has terminated, to recover them.
 
6.
Price
6.1
Unless otherwise agreed by the Company in writing, the price for the Goods shall be the price set out in the Company's price list published on the date of delivery or deemed delivery.
6.2
The price for the Goods shall be exclusive of any values added tax and any costs or charges in relation to transport, loading and unloading of the Goods. The price for the Goods regarding orders with a value of € 750-- or more shall be inclusive of any costs or charges in relation to packaging and insurance. With respect to orders with a value less than € 750.--, the Company shall be entitled to charge a 3% surcharge for packaging and insurance.
 
7.
Payment
7.1
Payment of the price for the Goods is due in euros within 15 days of the date of the invoice.
7.2
The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer.
7.3
From the time that the Buyer is deemed to be in default, the Buyer shall be obliged to pay the Dutch statutory interest on the outstanding amount. All judicial and extra-judicial costs incurred by the Company in respect of recovery and collection of any overdue amount shall be borne by the Buyer. These costs shall be fixed at 15% of the amount due and payable with a minimum of € 250 (two hundred fifty euro). If the Company can prove that it has incurred higher costs, the Buyer shall be liable to pay such costs.
 
8.
Quality
8.1
Where the Company is not the manufacturer of the Goods, the Company shall endeavour to transfer to the Buyer the benefit of any warranty or guarantee given to the Company.
 
9.
Limitation of liability
9.1
The following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
(a)
any breach of these conditions;
(b)
any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and
(c)
any representation, statement or tortuous act or omission including negligence arising under or in connection with the Contract.
9.2
Subject to condition 9.1:
(a)
the Company's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and
(b)
the Company shall not be liable to the Buyer for indirect damages such as loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
9.3
The limitation of liability as referred to in the above paragraphs does not apply if damage is the result of wilful intent or deliberate recklessness on the part of the Company and/or its executives.
9.4
For any right to damages to exist, the Buyer must always report the damage or injury to the Company in writing as soon as possible after it occurs. Any claim to damages against the Company shall be extinguished by the mere lapse of 10 days after receipt of the Goods by the Buyer.
 
10.
Assignment
10.1
The Company may assign the Contract or any part of it to any person, firm or company.
10.2
The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.
 
11.
General
11.1
Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
11.2
If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
11.3
Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
11.4
Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
11.5
The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by The Netherlands and the parties submit to the exclusive jurisdiction of the competent court at Amsterdam, The Netherlands.