General Terms and Conditions of Greening Components BV, a private company with limited liability established in (5248 NL) Rosmalen located on Graafsebaan 135, registered with the Chamber of Commerce under number 59720301. Greening Components BV participates in trade under its trade name “PVO International“. Greening Components BV is hereinafter referred to as “PVO“;
1.1 These general terms and conditions apply to all legal relationships between PVO and its contracting parties (“Customer“).
1.2 These Terms and Conditions can only be deviated from in writing. Such a deviation must be signed by an authorized representative of PVO.
1.3 If it is not possible to invoke a provision in these General Terms and Conditions due to conflict with any legal provision, this provision shall have as much meaning as possible, so that it can be invoked. the other provisions of the General Terms and Conditions remain in full force.
2. OFFERS / COMPREHENSIVE OF AGREEMENT
2.1 Every offer from PVO is without obligation.
2.2 An agreement is created between PVO and the Customer at the time that the Customer gives an agreement on the quotation, or in case of a transaction under an existing contract / framework agreement, if the Customer has received a sales order confirmation from PVO.
2.3 The quotation / sales order confirmation mentioned in Article 2.2, together with the General Terms and Conditions, forms the complete agreement between the parties. The general terms and conditions of the Customer are never applicable. The Agreement can only be changed in writing by means of a document duly signed by authorized representatives.
2.4 In case of conflict between a sales order confirmation and the General Terms and Conditions, the sales order confirmation prevails.
3.1 All prices are exclusive of sales tax (VAT).
3.2 Changes of prices, such as but not limited to purchase, wage, material and freight costs, social and government charges, insurance premiums and taxes as well as other costs, entitle PVO to also change the prices to be charged to the Customer, whereby PVO will provide the Customer with written substantiation. The Customer is obliged to reimburse PVO for the extra costs charged in this way, unless the Customer dissolves the Agreement in writing within two working days after the date of the aforementioned written substantiation.
4.1 Prior to the delivery of the products, PVO sends to the Customer the sales order confirmation which must be paid by the Customer before delivery, but at the latest within the agreed payment term.
4.2 Payment must be made in Euro without settlement, discount, deduction or suspension for whatever reason.
4.3 In the event of overdue payment, the Customer is automatically in default and the Customer owes interest amounting to 1.5% per (part of the) month with a minimum of the statutory interest per year as referred to in Section 6: 119a Dutch Civil Code.
4.4 In the event of overdue payment, liquidation, bankruptcy, suspension of payment of or other payment difficulties of the Customer, all payment obligations of the Customer shall become immediately due and PVO shall be entitled to suspend further performance of the Agreement or to dissolve the Agreement, all this without prejudice to the right of PVO to claim compensation. In addition, the Customer will then ensure that adequate security is provided on PVO’s first written request, failing which PVO has the unconditional right to terminate the Agreement immediately.
4.5 In the event of overdue payment, the Client will owe extrajudicial collection costs of five (5)% of the invoice value, with a minimum of EUR 500.00.
4.6 PVO is always entitled to settle a claim of the Customer against PVO, whether or not due.
5.1 Only after receipt of the payment, or in the case of purchase on credit and the credit limit is sufficient, PVO shall proceed to deliver the products (Ex Works Incoterms 2010), at the place and (indicative) date as stated in the sales order confirmation. PVO can supply its customer via Incoterms DDP against payment at the applicable prices and conditions.
5.2 The delivery date and the time of delivery never apply as a deadline. In the event of late delivery, the Customer must give PVO written notice of default, whereby PVO and the Customer will agree on a reasonable term for the delivery to take place.
5.3 PVO is entitled to invoice and / or deliver an order partially.
5.4 The Customer is obliged to purchase the ordered products. If the Customer refuses the purchase or is negligent with the provision of information or instructions necessary for the delivery, the products will be stored for a maximum of two (2) weeks on behalf of the Customer.
5.5 If the Customer has not taken the products within the period referred to in Article 5.4 or if the Customer indicates that they will not purchase the products, the delivery obligation of PVO will cease and the Client will forfeit an immediately due and payable penalty of 10% of the invoice value of the products concerned, regardless of any other rights of PVO, such as performance and / or compensation.
6. PROPERTY CONTENTS
6.1 The products delivered by PVO remain its property until the Client has paid the purchase price in full. Products supplied by PVO, to which this retention of title applies, may only be sold or used within the framework of normal business operations (with direct payment). As long as the retention of title is in force, the Customer may not pledge the products in question or establish any other right.
7.1 PVO is not liable for any form of damage, including but not limited to:
7.2 PVO never accepts more liability than there is coverage under its liability insurance with a maximum of the total sum of invoice amounts (ex VAT) as invoiced by PVO to Customer, and paid by Customer to PVO, in the preceding six (6) months.
7.3 At the first written request of the Customer, PVO will send a copy of the current insurance policy to the Customer. The Customer has the right to request additional insurance whereby the Customer will bear the related additional insurance premium.
7.4 Any right to compensation shall lapse if the Customer fails to notify PVO of the occurrence of the damage, the scope and the cause, in writing and in detail, within five (5) working days after the event causing the damage.
7.5 The Customer indemnifies PVO against all damage that PVO might suffer as a result of claims from third parties that are related to the products delivered by PVO.
7.6 For any guarantee on the products purchased by the Buyer, PVO will refer the Customer to the relevant producer / supplier, whereby PVO will make a commercially reasonable effort to assist the Buyer with the claiming of any warranties, indemnities or other claims against such producers / suppliers, to the extent that PVO deems this opportune.
8.1 The Customer must inspect the delivered products upon delivery. In doing so, the Customer must check whether the delivered goods comply with the Agreement, namely:
8.2 If visible defects and / or imperfections are found, the Customer must state these on the delivery receipt and / or the transport document.
8.3 Non-visible defects must be reported to PVO in writing within five (5) working days after delivery, at least after observation has been reasonably possible, in writing and with reasons and stating the invoice details.
8.4 If the Customer does not make a written report of defects or complaints within the aforementioned periods, the complaint will not be processed and the Client’s rights in that respect will lapse.
8.5 Complaints about invoices must be reported to PVO in writing within five (5) working days of the invoice date.
8.6 Samples / models shown are valid for illustration only, without the products to be delivered having to comply with them. PVO is not obliged to deliver products if these products are taken from the production or sales program of PVO or its suppliers.
8.7 Claims and defenses based on facts that would justify the proposition that the delivered products do not comply with the Agreement expire by one year after delivery.
9.1 PVO, if not being the producer, does not grant (product) warranties. For this purpose, it refers to the factory warranties of the producer of the delivered products and in the event of a claim to this warranty by the Customer, PVO will be entirely free of obligation and with reference to the aforementioned article 7.6, to obtain such warranty (s).
10. INTELLECTUAL PROPERTY
In respect of intellectual property rights, PVO also accepts no liability for the products it supplies, for example if a product unexpectedly infringes intellectual property rights of a third party.
11. APPLICABLE LAW / COMPETENT JUDGE
11.1 Dutch law applies to all legal relationships between PVO and the Customer.
11.2 Disputes arising from the Agreement will be settled exclusively by the competent judge of the ‘s-Hertogenbosch District Court (the Netherlands), unless PVO, as claimant or requesting party, chooses the competent court of the Customer’s place of residence or place of business.