Terms and Conditions PVO Internatonal B.V EN
These General Terms and Conditions relate to PVO International BV, a private company with limited liability established in (5248 NL) Rosmalen located on Graafsebaan 139, registered with the Chamber of Commerce under number 59720301. PVO International BV is hereinafter referred to as “PVO”;
1 APPLICABILITY
1.1 These General Terms and Conditions apply to all legal relationships between PVO and its contracting parties (“Client”).
1.2 It is only possible to divert from these Standard Terms and Conditions in writing if such a diversion is signed by two PVO directors acting together.
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 a similar meaning, insofar possible, so that it can be invoked. The other provisions of the General Terms and Conditions remain in full force.
1.4 PVO reserves the right to change these General Terms and Conditions.
2 OFFERS / AGREEMENT
2.1 Every offer from PVO is without obligation.
2.2 An agreement is created between PVO and Client when PVO and Client sign a purchase agreement or at the time Client agrees to a quotation of PVO, or in case of a transaction under an existing contract / framework agreement, if Client has received a sales order confirmation from PVO.
2.3 PVO has the right to dissolve the agreement at any time if objections emerge from the compliance check to be carried out by PVO that are contrary to the acceptance policy set by PVO.
2.4 The purchase agreement or the quotation / sales order confirmation referred to in clause 2.2, together with these General Terms and Conditions, form the complete agreement between parties. The general terms and conditions of Client are rejected and are never applicable to the agreement between PVO and Client. The Agreement can only be changed in writing by means of a document duly signed by authorized representatives.
2.5 In the event of a conflict between these General Terms and Conditions and the sales confirmation, the General Terms and Conditions shall prevail, unless otherwise agreed in writing.
3 PRICES
3.1 All prices are exclusive of sales tax (VAT) and Free Carrier (FCA; Incoterms 2020).
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 amend the prices to be charged to Client, whereby PVO will provide Client with written corroboration. Client is obliged to pay to PVO the extra charges passed on as a result.
3.3 PVO can invoke a reservation with regard to obvious typing errors such as an obvious clerical error or calculation error.
4 PAYMENT
4.1 Prior to the delivery of the Products, PVO sends to Client the sales order confirmation and/or relevant invoices. The agreed purchase price must be paid by Client before delivery, but at the latest within the agreed payment term.
4.2 Payment by Client must be made in Euro without any right of setoff, discount, deduction or suspension for whatever reason.
4.3 In the event of overdue payment, Client is automatically in default without any notice of default being required and Client 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. In such case PVO has the right to require from Client to provide adequate security for its payment obligations.
4.4 In the event of overdue payment, liquidation, bankruptcy, deferral of payment or other payment difficulties of Client, all payment obligations of Client shall become immediately due and payable and PVO shall be entitled to suspend further performance of the agreement or to terminate the agreement, all this without prejudice to the right of PVO to claim compensation. In addition, Client will then ensure 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, Client will owe extrajudicial collection costs of twenty (20)% of the invoice value, with a minimum of EUR 500.00.
4.6 PVO is always entitled to set off a claim of PVO on Client (whether payable or not) against a claim of Client on PVO (whether payable or not).
5 DELIVERY
5.1 Only after receipt of the payment of the purchase price, or in case of purchase on account, provided the credit limit is considered sufficient by PVO, PVO shall proceed to deliver the Products Free Carrier (FCA; Incoterms 2020), on the premises of the warehouse where the Products are located and on the (indicative) date as stated on the sales order confirmation. PVO can provide the transport for Client for a charge based on the applicable (transport) charges and terms and conditions to be separately agreed.
5.2 The delivery date and time of delivery shall never be deemed to be firm deadlines. The Products are at Client’s expense and risk from the time of delivery, even if delivery occurs at PVO’s warehouse. As soon as the Products have been delivered, the Products are no longer covered by PVO’s insurance policy. If Client’s Products are stored in PVO’s warehouse, the FENEX 2014 terms and conditions of storage (LSC – Logistics Service Conditions 2014) apply.
5.3 PVO is entitled to invoice and / or deliver an order in parts.
5.4 Client is obliged to accept the delivery of the purchased Products. If Client refuses the delivery or is negligent in providing information or instructions necessary for delivery and the receipt of the Products, the Products will be stored by PVO for a maximum of two (2) weeks at Client’s expense. PVO has the right, but not the obligation, to store the Products for a longer period of time at Client’s expense. It is only possible to divert from the original delivery dates shown in the sales order confirmation if such a diversion is requested in writing and approved by two PVO directors acting together.
Such a diversion never implies deferred payment terms and therefore a deferred delivery date will never result in Client being permitted to pay later.
5.5 If Client has not accepted delivery of the purchased Products or if Client indicates that he will not accept delivery of the Products, the delivery obligation of PVO is (automatically) cancelled and Client will forfeit an immediately due and payable penalty of 10% of the value of the invoice(s) regarding the Products concerned, without prejudice to any other right of PVO pursuant to this purchase agreement or the law, such as performance and / or compensation. PVO is then entitled to sell the Products concerned to a third party on terms that suit it. In such a case, Client undertakes to pay the price difference to PVO if the Products are sold to the above-mentioned third party at a lower price. Client shall also pay PVO the storage charge then applicable until the Products concerned have been delivered to this third party.
6 EXPORT CONTROL
6.1 Client agrees and undertakes to comply with all applicable export and re-export and in-country transfer control laws and regulations, including but not limited to those imposed, administered or enforced from time to time by the U.S. government through the U.S. Department of Treasury, the U.S. Department of Commerce, the U.S. Department of State or the European Commission, or the U.K. government through the UK Department for International Trade and the Export Control Joint Unit the UK Foreign and Commonwealth Office, or Her Majesty’s Treasury of the United Kingdom (Export Control).
6.2 At the time of Order, Client is required to inform PVO of any plans to export/re-export the Products and will obtain an end-use statement from the end-customer regarding the end-use of the Products in question.
6.3 PVO’s acceptance of any Order subject to an export licence is contingent on the issuance of applicable licence and PVO shall not be held liable for delays or failure to deliver as a result of not obtaining an applicable export authorization.
6.4 Neither Client nor any of its owners, affiliates, related parties or subsidiaries nor any of its directors or directors of its owners, related parties or subsidiaries, or any of its administrators, officers, board of directors (supervisory and management), members or employees is the subject or target of any E.U, U.S. or other national government financial and economic sanctions or trade embargoes or otherwise identified on a list of prohibited, sanctioned, debarred, or denied parties, including but not limited to those imposed, administered or enforced from time to time by the U.S. government through the U.S. Department of the Treasury, Office of Foreign Assets Control’s Specially Designated Nationals List, the Bureau of Industry and Security of the U.S. Department of Commerce, the US Department of Commerce’s Denied Persons List, Entity List or Unverified List or the U.S. Department of State, the United Nations Security Council, the European Union, or Her Majesty’s Treasury of the United Kingdom, or the Organization for Security and Co-operation in Europe (OSCE) (collectively Sanctions). Should this position change, Client will inform PVO within 48 hours of the Sanction being imposed.
6.5 Client has adequate controls and systems in place to screen, and is fully responsible for screening transactions of customers, sub-contractors, suppliers, vendors, and all other third parties who may assist, benefit from, or provide Products or services to, or receive Products or services from Client, and to ensure compliance with applicable laws pertaining to Sanctions. Client will not supply, sell, export, re-export or transfer (in-country or otherwise) the Products directly or indirectly to any country, entity or person which is subject to Sanctions.
6.6 Client agrees to fully indemnify and hold harmless PVO and its representatives from any third-party claims, damages, costs, losses, and/or liabilities arising out of Client’s non-compliance or alleged non-compliance with Export Control and Sanctions regulations. This clause will survive termination of the Agreement.
6.7 Nothing in these General Terms and Conditions is to be construed as authorization by PVO for Client to market or resell the Products in violation of the provisions of this clause 6.
7 RETENTION OF TITLE
Transfer of ownership of the Products delivered by PVO, will only take place under the suspensive precedent that 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, Client may not pledge the Products in question or establish any other right on the Products.
8 LIABILITY
8.1 PVO excludes its liability, insofar possible by law, for:
8.2 Any liability of PVO will always be limited to the amount that its insurance company pays out for the relevant liability under its liability insurance with a maximum of the total sum of invoice amounts (ex VAT) as invoiced by PVO to Client, and paid by Client to PVO for the relevant delivery.
8.3 At first written request of Client, PVO will send a copy of the current insurance policy to Client. Client has the right to request additional insurance whereby Client will bear the related additional insurance premium.
8.4 Any right to compensation shall lapse if Client 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.
8.5 Client indemnifies PVO for all damage that PVO might suffer as a result of third party claims in connection with the Products supplied by PVO, including but not limited to any claim as a consequence of not paying a recycling fee or not paying it in full or on time.
8.6 For any guarantee on the Products purchased by Client, PVO will refer Client to the relevant producer / supplier, whereby PVO will make a commercially reasonable effort to assist Client with the claiming of any warranties, indemnities or other claims against such producers / suppliers, to the extent that PVO deems this to be opportune.
9 DEFECTS
9.1 Client must inspect the delivered Products upon delivery. In doing so, Client must check whether the delivered Products comply with the agreement, namely:
9.2 If visible defects and / or imperfections are found, Client must state these on the delivery receipt and / or the transport document.
9.3 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.
9.4 If Client does not make a written report of defects or complaints within the aforementioned periods, PVO has the right to reject and not further process the complaint and Client’s rights in that respect will lapse.
9.5 Complaints about invoices must be reported to PVO in writing within five (5) working days of the invoice date.
9.6 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.
9.7 Claims and defences based on facts that would justify the argument that the delivered Products do not comply with the agreement expire by one year after delivery.
10 FORCE MAJEURE
10.1 If force majeure prevents (timely) fulfilment of any contractual obligation, PVO and Client shall consult with each other for the purpose of determining whether variations that are reasonable for both parties can be agreed, given the relevant force majeure situation. Force majeure includes flood, fire, government measures, strikes, riots, natural disasters and extreme weather conditions, epidemic or pandemic diseases, acts of terrorism and/or acts of war as well as any failure of fulfilment of obligations by any of PVO’s suppliers. If the Products are stored by or on behalf of PVO during the force majeure situation, Client will then pay PVO the applicable storage charge. The above-mentioned storage charges will be invoiced monthly in advance and they must be paid to PVO within fourteen (14) days following the invoice date. If, given the actual date of delivery of the Products, it turns out afterwards that Client has paid excessive storage charges, then PVO will repay the excess payment to Client within fourteen (14) days. Force majeure never discharges Client’s obligation of timely payment of the purchase price.
10.2 If the force majeure situation lasts longer than thirty (30) days, either party is entitled to terminate the agreement with immediate effect by means of a registered letter in which notification is given of the termination. If Client exercises this right, PVO will make every effort to sell the Products concerned to a third party on terms and conditions that suit it. In such a case, as of now Client undertakes to pay the price difference to PVO if the Products are sold to the above-mentioned third party at a lower price. Client shall also pay PVO the storage charge then applicable until the Products concerned have been delivered to the third party. PVO is prepared to waive its right to termination referred to in this article if Client states that it objects to such termination and subject to payment to PVO at the same time of the relevant (balance of the) purchase price and storage charges.
11 WARRANTY
PVO, not being the manufacturer of the delivered Products, does not grant (product) warranties. For this purpose, it refers to the factory warranties of the manufacturer of the delivered Products and in the event of a claim under such warranty by Client, PVO will support Client (free of obligation and with reference to the aforementioned article 8.6).
12 INTELECTUAL PROPERTY
In respect of intellectual property rights, PVO also accepts no liability for the delivered Products, for example if a product unexpectedly infringes intellectual property rights of a third party.
13 APPLICABLE LAW / COMPETENT COURT
13.1 Dutch law applies to all legal relationships between PVO and Client.
13.2 Disputes arising from the agreement between PVO and Client will be settled exclusively by the competent judge of the District Court in ‘s-Hertogenbosch (the Netherlands), unless PVO, as claimant or requesting party, chooses the competent court of Client’s place of residence or place of business.
These General Terms and Conditions have been drawn up in the Dutch language and subsequently these terms have been translated into English. In the event of a dispute on the content or the purport of these terms, the Dutch text will prevail.
