GENERAL TERMS AND CONDITIONS BSL B.V.
Spaarpot 19 5667 KV Geldrop
Chamber of Commerce no 60 85 73 82
To be referred to below as ‘BSL’
Article 1 Definitions
In these general terms and conditions the following terms are used in the following meaning, unless explicitly stated otherwise.
BSL: the user of the general conditions.
Buyer: the other party of BSL.
Agreement: the agreement for the sale of articles.
Sales: the delivery of goods for payment.
Article 2 General
- These terms and conditions apply to every offer, quotation and agreement between BSL and a counterparty to which BSL has declared these conditions applicable, insofar as the parties have not deviated from these conditions explicitly and in writing.
- These conditions also apply to all agreements with BSL, for the execution of which third parties must be involved.
- Any deviations from these general terms and conditions are only valid if explicitly agreed in writing.
- The applicability of any purchasing conditions or other conditions of the buyer is explicitly rejected.
- If one or more provisions in these general terms and conditions are null and void or become void, the other provisions of these general terms and conditions remain fully applicable. BSL and buyer will then consult with each other in order to agree on new provisions to replace the null and void or nullified provisions, whereby the purpose and intent of the original provision will be taken into account as much as possible.
- BSL strives to observe the greatest care when compiling the website and promotional writing. However, deviations regarding provisions included on the website or any promotional letter such as, dimensions, weight, descriptions etc. can never be a reason to terminate or cancel the agreement and do not provide non-conformity.
Article 3 Offers and quotations
- The offers made by BSL are without obligation; they are valid for 30 days, unless stated otherwise. BSL is only bound by the offers if the acceptance thereof is confirmed by the buyer in writing within 30 days, unless stated otherwise.
- As soon as the buyer wishes to accept a quotation, he will date the quotation, within 30 days of receipt, and sign it at the appropriate location on the quotation. The signed offer will be faxed to BSL or sent by e-mail or mail. As soon as the signed offer has been received by the BSL, with due observance of Article 3, paragraph 3, the agreement has been confirmed. From that moment on there is an agreement.
- If the acceptance deviates (on subordinate items) (including declaring the general terms and conditions of the buyer to be applicable) from the offer included in the quotation, BSL is not bound by this. The agreement will then not be concluded in accordance with this deviating acceptance, unless BSL indicates otherwise.
- The prices in the aforementioned offers and quotations are exclusive of VAT and other government levies, as well as any costs to be incurred within the context of the agreement, including shipping and administration costs, insurance premium, unless stated otherwise.
- A combined quotation does not oblige BSL to deliver a part of the ordered goods at a corresponding part of the stated price.
- As a guarantee, the agreement may state that a payment guarantee will be requested and whether a down payment will be made to the total amount stated in the agreement. The agreement will be suspended by BSL if the agreement on payment guarantee and / or down payment is not fulfilled.
- If on the day of the execution of the agreement it is not fulfilled what is described in article 3 paragraph 6, article 8 will be applied.
- Offers or quotations only apply to the buyer named on the offer and do not automatically apply to future assignments.
Article 4 Reservation
- BSL will reserve the materials mentioned in the agreement in accordance with the agreement.
- In the event of cancellation of the agreement, costs for reservation and other costs will be charged to the buyer.
Article 5 Execution of the agreement
- BSL will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. All this on the basis of the current state of knowledge at that time.
- If and insofar as a proper execution of the agreement so requires, BSL has the right to have certain parts of the agreement performed by third parties.
- The buyer shall ensure that all data, of which BSL indicates that these are necessary or of which the buyer should reasonably understand that these are necessary for the execution of the agreement, are provided to BSL in time. If the data required for the execution of the agreement are not provided to BSL in time, BSL has the right to suspend the execution of the agreement and / or charge the buyer for the additional costs resulting from the delay according to the usual rates.
- BSL is not liable for damage, of whatever nature, because BSL has assumed incorrect and / or incomplete information provided by the buyer, unless this incorrectness or incompleteness should have been known to BSL.
- If it has been agreed that the agreement will be executed in phases, BSL can suspend the execution of those parts belonging to a following stage until the buyer has approved the results of the preceding phase in writing.
- The buyer indemnifies BSL against any claims by third parties that suffer damage in connection with the execution of the agreement and which can be attributed to the buyer.
Article 6 Reservation of ownership
- All delivered and still to be delivered goods remain the exclusive property of BSL, until all claims that BSL has or will acquire on its buyer, including in any case the claims mentioned in BW 3:92, paragraph 2, have been paid in full.
- As long as the ownership of the goods has not been transferred to the buyer, he may not pledge the goods or grant any other right to third parties, except within the normal course of his business. At BSL’s first request, the buyer undertakes to cooperate with the establishment of a right of pledge on the receivables that the buyer acquires or will receive from his customers on account of the delivery of goods.
- The buyer is obliged to keep the goods delivered under reservations of ownership with due care and as the recognizable property of BSL.
- BSL is entitled to take back the goods that have been delivered under reservation of ownership and that are still present at the buyer if the buyer is in default with the fulfilment of his payment obligations or is or is at risk of payment difficulties. The buyer shall at all times grant the seller, or third party engaged by BSL, free access to his premises and / or buildings for the inspection of the goods and / or to exercise the rights of the seller.
- The aforementioned provisions included in 6.1 to 6.4 are without prejudice to the other rights accruing to BSL.
Article 7 Payment / Deposit payment
- Payment and advance payment must be made within 14 days of the invoice date, or as indicated in the agreement, in a manner to be indicated by BSL in the currency in which it is declared. Objections against the amount of the invoices do not suspend the payment obligation.
- If the buyer fails to pay within the period of 14 days, or the agreed term, then the buyer is legally in default. The buyer will then owe an interest of 1% per month, unless the statutory interest is higher, in which case the statutory interest will apply. The interest on the due and payable amount will be calculated from the moment that buyer is in default until the moment of payment of the full amount.
- In case of liquidation, bankruptcy, confiscation or suspension of payment of the buyer, the claims of BSL against the buyer are immediately due and payable.
- BSL has the right to have the payments made by the buyer to first of all to reduce the costs, then to reduce the interest still due and finally to reduce the principal sum and the current interest. BSL can, without being in default, refuse an offer of payment if the buyer designates a different order for the allocation. BSL can refuse full payment of the principal sum, if not also the interest and accrued interest as well as the costs are paid.
- In addition to Article 3.6, the buyer is always obliged to provide security at BSL’s first request for both the amounts owed by the buyer to BSL and for the amount still to be paid to BSL by the buyer.
- Buyer does not have the right to settle any outstanding invoices or future payment obligations under other agreements with BSL.
Article 8 Suspension and dissolution
- BSL is entitled to suspend the fulfilment of the obligations or to dissolve the agreement if:- Purchaser does not or not fully comply with the obligations from the agreement.
– After the conclusion of the agreement BSL becomes aware of circumstances that give good grounds to fear that the buyer will not fulfil his obligations. In the event that there is good reason to fear that the buyer will only partially or improperly fulfil his obligations, the suspension is only permitted insofar as the shortcoming justifies it.
– Buyer has been requested at the conclusion of the agreement or afterwards (3.6 and 7.5) to provide security for the fulfilment of his obligations under the agreement and this security is not provided or is insufficient.
- BSL is furthermore entitled to dissolve the agreement (or have it dissolved) if circumstances arise which are of such a nature that fulfilment of the agreement is impossible or, according to standards of reasonableness and fairness, can no longer be demanded, or if other circumstances arise of such nature that the unaltered maintenance of the agreement cannot reasonably be expected.
- If the agreement is dissolved, the claims of BSL against the buyer will be immediately due and payable. If BSL suspends fulfilment of the obligations, BSL will retain its rights under the law and agreement.
- BSL always reserves the right to claim compensation.
Article 9 Liability and Indemnity
- BSL is, with the exception of the stipulations in the following paragraphs, never liable for any damage whatsoever, including loss of profits resulting for the buyer from an agreement concluded with VGT.
- If a complaint is rightly assessed by BSL, liability is limited to replacement of the defective good or part thereof, or to the return of the agreed price or proportionate part, at the discretion of BSL. The buyer is not entitled to any compensation on any basis.
- The limitations of liability for direct damage included in these conditions do not apply if the damage is due to intent or gross negligence of BSL or its subordinates.
- The Buyer shall indemnify BSL against all third-party claims, directly or indirectly related to (the use of) the products and shall compensate BSL for all damage, including (legal) advisory costs, that BSL suffers as a result of such claims.
Article 10 Collection costs
- If the buyer is in default or fails to comply with one or more of his obligations, all reasonable costs incurred in obtaining payment out of court will be borne by the buyer. If the buyer defaults in the timely payment of a sum of money, he will forfeit an immediately due and payable fine of 15% on the amount still owing. This with a minimum of € 150.00.
- If BSL has incurred higher costs, which were reasonably necessary, these will also qualify for reimbursement.
- The costs of a collection agency and / or bailiff, possibly called in by BSL, will be borne by the buyer.
- Any reasonable judicial and execution costs incurred will also be borne by the buyer.
- The Buyer owes the collection costs over the principal sum and the statutory interest.
Article 11 Transfer of risk and delivery times
- The risk of loss and / or damage of the items that are the object of the agreement passes to the buyer at the moment at which the transport takes place on the instructions of the other party or that the said objects are delivered to the buyer legally and / or actually and in the power of the buyer or of a third party to be appointed by the buyer.
- If products cannot be delivered due to the actions of the buyer, the buyer is then in default. In that case, the products are stored at the expense and risk of the buyer. The buyer continues to owe the purchase price plus interest and costs.
- Delivery times are observed by BSL as well as possible, but these are not binding. The buyer is not entitled to dissolution, compensation or suspension in the event of exceeding the delivery periods.
Article 12 Force majeure
- BSL is not obliged to comply with any obligation if it is prevented from doing so as a result of a circumstance that is not due to its fault, and that neither under the law, a legal act or generally accepted for its account.
- Force majeure is understood in these general terms and conditions in addition to what is understood in the law and jurisprudence, all external causes, foreseen or unforeseen, over which BSL cannot exert influence, but as a result of which BSL is unable to meet its obligations. Strikes in BSL’s company are included.
- BSL also has the right to invoke force majeure if the circumstance that prevents (further) fulfilment occurs after BSL should have fulfilled its obligations.
- In so far as BSL has at present fulfilled or will be able to fulfil its obligations under the agreement at the time of force majeure, and independent value is due to the part to be fulfilled or to be fulfilled, BSL is entitled to declare the obligations already fulfilled or to be fulfilled separately. Buyer is obliged to pay this invoice as if it were a separate agreement.
Article 13 Guarantee
- The guarantee that the buyer can invoke against BSL applies to the extent of the guarantee, guarantee period and warranty conditions as set by the supplier. BSL is never obliged to offer a further guarantee than that which BSL can claim against the supplier.
Article 14 Disputes
- All disputes relating to the agreements governed by these general terms and conditions will exclusively be settled by the court in Oost-Brabant.
- The parties will first appeal to the court after they have made every effort to settle a dispute in mutual consultation.
Article 15 Applicable law
- Dutch law applies to every agreement between BSL and the buyer.
Article 16 Other provisions
- These terms and conditions have been filed at the offices of the Chamber of Commerce in Eindhoven.
- In the event of an explanation of the content and scope of these general terms and conditions, the Dutch text will always be decisive.
- Applicable is always the last deposited version or the version that applied at the time of the conclusion of the agreement.