Terms of delivery
Your partner in the chemical-, pharmaceutical- and food industry
Terms of Delivery:
Art. 1 General.
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These terms of delivery apply to all offers, orders, agreements, and commitments of any kind made by RVS Afvoergoten B.V. – hereinafter referred to as: RVS Afvoergoten – with third parties – hereinafter referred to as: the counterparty or the buyer – as well as the execution thereof. Deviations from these terms can only be made through a document signed by the management of RVS Afvoergoten, in which case these terms will continue to apply for all other matters, and the deviating terms will only apply to the order for which they were agreed upon. The applicability of general (purchase) conditions of the counterparty or buyer is expressly rejected by RVS Afvoergoten.
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In these terms of delivery, “goods” refers to all products, goods, and/or materials supplied by RVS Afvoergoten.
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Agreements or contracts with members of the staff of RVS Afvoergoten do not bind RVS Afvoergoten unless they have been confirmed in writing by the management of RVS Afvoergoten. For this purpose, all employees and workers who are not part of the management of RVS Afvoergoten are to be regarded as staff members.
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By providing an (oral or written) order or allowing the execution thereof to begin, the buyer is deemed to fully agree to the applicability of these general terms of delivery. Deviations from these general terms of delivery must always be expressly agreed upon in writing with RVS Afvoergoten in advance and apply only to the specific quotation or agreement for which they have been agreed upon.
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If one or more provisions of these general terms of delivery are void, the remaining provisions of these general terms of delivery remain fully applicable. The management of RVS Afvoergoten and the buyer will then consult to agree on new provisions to replace the void provisions that, as closely as possible, resemble the purpose and scope of the void provision(s).
Art. 4 Delivery Times and Force Majeure.
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The delivery times provided by RVS Afvoergoten apply from the date of the written confirmation as referred to in Article 2 of these terms of delivery. These delivery times are approximate and are never to be considered as a deadline.
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In the event of force majeure and other circumstances of such nature that, reasonably, timely compliance with the transaction cannot be demanded from RVS Afvoergoten—including pandemics and epidemics, and cases where RVS Afvoergoten is unable to deliver due to its own suppliers, regardless of the reason—the delivery time will be extended by a duration equal to the duration of those circumstances. If, after accepting the order, it appears that the order is unexecutable due to circumstances unknown to RVS Afvoergoten, RVS Afvoergoten has the right to demand that the order be modified, if possible, so that execution will be feasible. If, in RVS Afvoergoten’s opinion, the extension of the delivery time exceeds three months, or if compliance becomes entirely impossible, RVS Afvoergoten is entitled to cancel the transaction for the part not yet executed. In the case of partial execution, the buyer will owe a proportionate part of the total price.
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Exceeding the delivery times—regardless of the cause—does not obligate RVS Afvoergoten to compensate for any damage suffered by the buyer or by third parties, unless the delay arises from intent or gross negligence on the part of the management or supervisory personnel of RVS Afvoergoten. Furthermore, the buyer does not acquire any right to dissolve the agreement or to fail to comply with any obligations that may rest on them as a result of the involved or any other transaction entered into. However, if there is a significant exceeding of the stated delivery time, the buyer, after having put RVS Afvoergoten in default in writing and having granted it a reasonable period to still meet its delivery obligations, is entitled to dissolve the agreement. However, dissolution does not entitle the buyer to compensation from RVS Afvoergoten, nor does it grant the right to fail to comply with any obligation that may rest on them from other transactions entered into.
Art. 5 Delivery and Shipment.
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RVS Afvoergoten commits to delivering the agreed quantity unless market or production disruptions necessitate a reduction in the agreed quantity. RVS Afvoergoten will inform the buyer of such a disruption as referred to in the previous sentence of this article, after which it will be entitled to deliver a lesser quantity that it reasonably determines.
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If delivery is agreed to be free of charge, this means that the transportation costs to the agreed place of destination are included in the price to be calculated by RVS Afvoergoten. These deliveries are made using means of transport on paved roads (provided that these roads are suitable for such transport) to all locations within national borders, except for the Wadden Islands. Unless otherwise agreed, the place of delivery is the storage/processing area of RVS Afvoergoten. Delivery is deemed to have taken place if the goods are set aside for transport to the buyer at a location designated by RVS Afvoergoten on its premises or elsewhere.
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The buyer is obligated to accept the goods and ensure prompt and effective unloading at the agreed location. If assistance is provided by RVS Afvoergoten during unloading, this is done without RVS Afvoergoten accepting any liability for it. If the buyer fails to accept the goods, they will be unloaded at the agreed location by RVS Afvoergoten at the risk and expense of the buyer. Unless agreed otherwise in writing, RVS Afvoergoten is entitled to deliver an order in its entirety or, following the successive availability of the goods, in parts. If RVS Afvoergoten delivers in parts, it is entitled to demand payment per invoice related to a partial delivery in accordance with the applicable payment terms.
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RVS Afvoergoten is not obliged to carry out installation work in connection with its deliveries unless otherwise agreed in writing.
Art. 6 Execution of the Order.
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The order will be executed in mutual consultation between RVS Afvoergoten and the counterparty; however, the manner in which the order is executed will be determined by RVS Afvoergoten. The counterparty is obliged to provide RVS Afvoergoten with all documents, drawings, and materials that RVS Afvoergoten needs to properly execute the order, as well as to provide all necessary information and cooperation if RVS Afvoergoten requests it, without any costs being charged to the counterparty. If RVS Afvoergoten deems it important for the proper execution of the order, the counterparty and/or their employees are obliged to consult with RVS Afvoergoten and provide all necessary cooperation.
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RVS Afvoergoten has the right to use or enlist the help of third parties in executing the order, without informing the counterparty and without the counterparty being able to raise any objections, all in consideration of reasonableness.
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RVS Afvoergoten strives to execute the order to the best of its ability. However, it can never be required to execute an order that infringes on a right, violates a legal obligation, or contravenes what is customary in social relations according to unwritten law.
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RVS Afvoergoten is only bound to a cancellation or modification of the order if it has been confirmed in writing and accepted by RVS Afvoergoten.
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RVS Afvoergoten reserves the right to make minor changes to the order without being liable for damages as a result and/or without the counterparty having the right to terminate or dissolve the order.
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In the event of a defect in the order, RVS Afvoergoten has the right to rectify this within a reasonable period without being liable for damages and/or without the counterparty having the right to terminate or dissolve the order, all in consideration of reasonableness and fairness.
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The order will be executed by RVS Afvoergoten during normal business hours unless otherwise agreed.
Art. 7 Debtor Default.
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If the counterparty does not accept the goods before the delivery period expires and/or refuses the goods, RVS Afvoergoten may store the goods at the counterparty’s expense and risk, including the risk of quality deterioration. During the storage period, the counterparty can only remedy their default by accepting the goods that have been stored. The counterparty will be informed in writing of this storage, accompanied by the invoice related to the delivery.
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All costs incurred and to be incurred by RVS Afvoergoten in connection with the storage of the goods are at the counterparty’s expense.
Art. 8 Right of Retention.
- RVS Afvoergoten is entitled to suspend the delivery of goods, materials, and other items of the counterparty or third parties under the order until all payments to RVS Afvoergoten have been made.
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Art. 9 Risk and Transfer of Ownership.
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Ownership of goods supplied by RVS Afvoergoten only transfers to the buyer after the buyer has fulfilled all obligations to RVS Afvoergoten regarding the delivery of those goods (including not only the purchase price but also any interest and costs).
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If the buyer has transferred goods before ownership has passed to them, the buyer acts as custodian of the goods for RVS Afvoergoten; the buyer is obliged to indicate this reservation upon transfer. The buyer and/or the custodian must, upon first request from RVS Afvoergoten, indicate the location where the relevant goods are stored and allow RVS Afvoergoten to retrieve the goods.
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As long as ownership has not transferred to the buyer, the buyer may not pledge the goods, establish a silent pledge in favor of a third party, or grant any other rights to third parties. If third parties wish to establish or assert any rights to goods delivered under retention of title, the buyer is obliged to immediately inform RVS Afvoergoten in writing. If the buyer unexpectedly fails to fulfill any of their obligations, RVS Afvoergoten is entitled to reclaim the goods supplied by RVS Afvoergoten for which, as previously indicated, full payment has not been received, both from the buyer and from third parties after the transfer as described above. The buyer will be credited by RVS Afvoergoten for the value that, in RVS Afvoergoten’s reasonable assessment, should be assigned to those goods, minus the costs incurred for the retrieval, without prejudice to RVS Afvoergoten’s right to compensation for any damage arising from this matter. If the goods are processed, RVS Afvoergoten also remains the owner of the processed goods, even if another product is created through processing.
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To provide additional security for the full payment of all claims that RVS Afvoergoten may have or obtain against the buyer, RVS Afvoergoten is entitled to demand a silent pledge on all goods supplied to the buyer and on all claims that the buyer may obtain against their customers regarding goods and/or services supplied by RVS Afvoergoten.
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The buyer commits to providing RVS Afvoergoten, upon first request, with information about all existing and future claims that the buyer has against their customers, as referred to in the previous paragraph of this article, and to co-sign a document to that effect prepared by RVS Afvoergoten, as well as to cooperate in establishing the (silent) pledge. RVS Afvoergoten is authorized to notify the debtor of the pledged claim.
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In the event of the threat of seizure, suspension of payments, or bankruptcy, the buyer must immediately inform RVS Afvoergoten in writing. In the case of seizure, suspension of payments, or bankruptcy or the threat thereof, the buyer must immediately inform the seizing bailiff, administrator, or trustee of RVS Afvoergoten’s retention of title.
Art. 10 Acceptance and Complaints.
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The buyer is obligated to examine immediately upon delivery whether the goods conform to the agreement, including but not limited to checking the quantity of the delivered batch. The quantity or number of items on the delivery note, packing slip, or any document verified for this purpose will be recognized as correct unless the buyer immediately notes any deficiencies on the relevant receipt. Such deficiencies must be confirmed by the buyer in detail to RVS Afvoergoten as soon as possible, but no later than 8 days via registered mail.
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Complaints regarding the quality of the goods and/or deviations from the specifications must also be submitted to RVS Afvoergoten no later than 8 days after receipt by the buyer. Defects that are not immediately apparent to the buyer must be communicated in writing to RVS Afvoergoten within 8 days after the buyer reasonably should have discovered them, but in any case within 2 months after delivery/completion of the services. The burden of proof that the delivered goods do not conform to the agreement rests with the buyer. The buyer’s right to complain expires if the purchased goods have been processed or transferred in whole or in part.
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The buyer must allow RVS Afvoergoten to inspect the goods in the unchanged condition as delivered, to determine whether the complaint is justified or not. Complaints do not give the buyer any right to suspend payment of the purchase price or additional costs, while any claim for compensation is expressly excluded. Complaints do not exempt the buyer from their obligation to accept previous or still-to-be-performed deliveries and/or to receive goods yet to be delivered.
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Failure to comply with the provisions of this article will lead to the expiration of rights.
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Goods that are the subject of complaints and that are located at a place other than RVS Afvoergoten’s warehouse must be stored by the buyer at their own expense and risk. In this case, the buyer must take care of the goods as a good custodian, including adequate insurance against usual risks.
Art. 11 Returns.
- Unless agreed otherwise in writing, delivered goods will not be taken back. If RVS Afvoergoten agrees to the return of delivered goods, the shipment must take place free of charge to the factory of RVS Afvoergoten. In this case, the returned goods travel at the buyer’s risk and will only be reimbursed if they are delivered in undamaged and usable condition to RVS Afvoergoten’s storage facilities. In that case, RVS Afvoergoten will reimburse the buyer a maximum of 70% of the sale price.
Art. 12 Price.
- Prices are net, excluding VAT. Information provided by RVS Afvoergoten in printed materials is subject to change, even without prior notice, and does not bind RVS Afvoergoten. For orders with an invoice value below €150 (excluding VAT), a surcharge of at least €12 (excluding VAT) will be applied.
Art. 13 Packaging.
- RVS Afvoergoten determines whether and how the goods to be delivered are packaged. Packaging costs will be charged to the buyer.
Art. 14 Price Increase.
- If, during the period between the date of the offer and the date of delivery, the prices of materials, transport costs, auxiliary materials and raw materials, electricity and fuels, components acquired by RVS Afvoergoten from third parties, wages, salaries, social charges, government levies, freight charges, or insurance premiums increase, including but not limited to price increases of materials and components due to currency risks, or if government measures are announced that result in outcomes not considered normal commercial risks, or if any other circumstance that has served as the basis for price calculation undergoes significant change, RVS Afvoergoten is entitled to increase the agreed price accordingly, taking into account any applicable legal provisions.
Art. 15 Payment.
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Payment is to be made at the location of RVS Afvoergoten or to an account designated by RVS Afvoergoten.
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Unless otherwise agreed, payment will be made as follows: a. for counter sales, in cash; b. for orders with a net amount less than €3,000.00, 100% upon order; c. for orders with a net amount greater than €3,000.00:
- 50% of the total price upon order; and
- 50% of the total price upon delivery.
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Regardless of the agreed payment conditions, the buyer is obliged to provide sufficient security for payment at RVS Afvoergoten’s request. If the buyer fails to comply within the stipulated time, they will be in default immediately. In that case, RVS Afvoergoten has the right to terminate the agreement and recover damages from the buyer.
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The buyer’s right to offset their claims against RVS Afvoergoten is excluded, unless there is a bankruptcy of RVS Afvoergoten or judicial debt restructuring is applicable to RVS Afvoergoten.
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All costs related to payment, including bank fees, are the responsibility of the buyer.
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Complaints do not give the buyer the right to refuse or delay payment.
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The entire claim for payment is immediately due if: a. a payment term has been exceeded; b. the buyer has gone bankrupt or requests a suspension of payments; c. seizure is made of the buyer’s goods or claims; d. the buyer (company) is dissolved or liquidated; e. the buyer (individual) requests to be admitted to judicial debt restructuring, is placed under guardianship, or dies.
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If payment has not been made within the agreed payment term, the buyer owes interest to the contractor immediately. The interest rate is 12% per year, but is equal to the statutory interest if it is higher. In calculating interest, a portion of the month is considered a full month.
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Payments made by the buyer are first applied to settle any due interest and costs, and subsequently to overdue invoices that have been outstanding the longest, even if the buyer indicates that the payment relates to a later invoice.
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If payment has not been made within the agreed payment term, the buyer owes RVS Afvoergoten all extrajudicial costs with a minimum of €75. The costs are calculated based on the following table:
- on the first €3,000: 15%
- on the excess up to €6,000: 10%
- on the excess up to €15,000: 8%
- on the excess up to €60,000: 5%
- on the excess over €60,000: 3%
If the actual extrajudicial costs incurred exceed those calculated above, the actual costs incurred are due.
- If RVS Afvoergoten prevails in legal proceedings, all costs incurred in relation to these proceedings shall be borne by the buyer.
Art. 16 Warranty.
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RVS Afvoergoten guarantees the quality of the goods and/or services provided by RVS Afvoergoten. The goods supplied by RVS Afvoergoten meet the usual requirements and standards that can reasonably be imposed at the time of delivery and for which they are intended for normal use in the Netherlands. The warranty mentioned in this article applies only to goods intended for use within the Netherlands. When used outside of the Netherlands, the buyer must verify whether their use is suitable for that location and whether they meet the local conditions and requirements, for which RVS Afvoergoten accepts no liability. The warranty applies only to the extent that the relevant goods have been used for their intended purpose and in the customary manner and under conditions that can be considered normal and have been professionally installed, assembled, or processed, all in accordance with any instructions and/or guidelines provided by RVS Afvoergoten. Any form of warranty becomes void if (a) a defect arises as a result of or follows from improper or inappropriate use of the relevant goods or incorrect storage or maintenance by the buyer and/or third parties, (b) the buyer or third parties have made changes to the goods without prior written consent from RVS Afvoergoten or have attempted to make changes, (c) other goods were attached to them that should not be attached, or if they were modified or processed in a manner other than prescribed, and/or (d) no valid warranty certificate and proof of purchase are presented. The counterparty also has no claim to warranty if the defect arises from or is the result of circumstances over which RVS Afvoergoten has no control.
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The warranty also only applies if the buyer has fulfilled all their obligations towards RVS Afvoergoten and has immediately, but no later than within 48 hours after discovering the defect, informed RVS Afvoergoten in writing.
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If work is carried out by parties other than RVS Afvoergoten on the delivered and/or completed goods during the warranty period without prior written consent from RVS Afvoergoten, the warranty will expire.
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To fulfill its warranty obligation, RVS Afvoergoten is entitled and obliged to either replace the relevant products or parts thereof or repair them, or to redo the agreed work, at the discretion of RVS Afvoergoten.
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If RVS Afvoergoten replaces the delivered goods and/or redoes the agreed work under its warranty obligation, the buyer is obliged to provide the item to be processed or the location to be worked on, free and/or empty for access. After obtaining prior permission from RVS Afvoergoten, the buyer shall take care of the dismantling of the items to be replaced at their own expense. RVS Afvoergoten is not obliged to carry out installation work in connection with fulfilling the warranty, unless otherwise agreed in writing.
Art. 17 Liability.
Compliance with the warranty obligation is considered the sole and complete compensation for damages. Therefore, RVS Afvoergoten is never liable for any indirect damage, such as personal accidents and/or damage to objects, machines, installations, buildings, business interruption, delays and/or disturbances, delays in the construction process, damage to the environment, or any other (business) damage of any kind or nature, unless the damage results from intent or gross negligence of the management or supervisory personnel of RVS Afvoergoten and unless there is product liability in the sense of Article 6:185 of the Dutch Civil Code and subsequent articles.
The buyer must fully inform RVS Afvoergoten in advance of all relevant circumstances regarding the purpose and use of the goods and the project in which the goods will be used so that RVS Afvoergoten can form a proper and considered opinion about the suitability of the goods for the intended purpose and the project in which they will ultimately be used. If RVS Afvoergoten is not adequately informed of the purpose for which the goods will ultimately be used, RVS Afvoergoten is not liable for any direct and/or indirect damage and indemnifies RVS Afvoergoten against any claims that third parties may make against RVS Afvoergoten regarding this, including but not limited to environmental damage.
RVS Afvoergoten is also not liable for any direct and/or indirect damage resulting from wear and tear or insufficient maintenance of the goods supplied by RVS Afvoergoten or improper installation.
Furthermore, RVS Afvoergoten is never liable for any direct or indirect damage caused by the operation or failure of the goods supplied or processed by it and/or the work performed or by non-executive personnel in its service, inflicted on any goods and persons.
If RVS Afvoergoten is liable for direct damage, that liability is limited to a maximum amount equal to the payment that RVS Afvoergoten’s insurer will provide for the respective claim, or at least to a maximum of the invoice amount, or at least that part of the agreement to which the liability relates.
Art. 18 Termination.
- In the event of the buyer’s default on their obligations, including the case where payment has not been made at the agreed time, RVS Afvoergoten is always entitled, at its discretion, to declare the agreement terminated in whole or in part or to demand performance, without prejudice to RVS Afvoergoten’s claims for compensation, while RVS Afvoergoten is also entitled to cancel all other transactions with the buyer that have not yet been executed under the same conditions; any cancellation will always make all amounts owed to RVS Afvoergoten immediately due.
Art. 19 Intellectual Property Rights.
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RVS Afvoergoten is and remains at all times the sole and exclusive owner of all intellectual property rights, including but not limited to trade secrets, trademarks, trade names, know-how, (technical) drawings, designs, patents, patent applications, database rights, and copyrights on all goods supplied by RVS Afvoergoten.
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The buyer shall not remove or alter any designation regarding copyrights, trademarks, trade names, or other intellectual property rights of the goods.
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If a set of user documentation has been provided to the buyer, the buyer is not permitted to reproduce this documentation except for personal use.
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The buyer is not permitted to reproduce the goods in whole or in part, apply reverse engineering to them, integrate or combine them with other goods, adapt them, make variations on them, or modify them.
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For any action in violation of the preceding paragraphs, the buyer is—without the necessity of a warning or notice of default—liable to pay an immediately payable penalty of €50,000, and €5,000 for each day that the infringement continues, without prejudice to RVS Afvoergoten’s right to claim full compensation for damages.
Art. 20 Disputes.
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All our agreements and any disputes arising therefrom are subject to Dutch law.
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Regarding disputes that may arise from all agreements concluded with RVS Afvoergoten, only the Court of Alkmaar will have jurisdiction, unless the cantonal court is required to hear the dispute according to the rules of absolute jurisdiction.