Terms & Conditions
MULCOL INTERNATIONAL B.V., 1 March 2017 These terms and conditions have been filed with the Chamber of Commerce under file reference number 65334094 ‘In the event of a conflict of interpretation, the original Dutch text of this translation prevails.’
Article 1 Definitions- General Terms and Conditions: the following terms and conditions of sale, purchase, delivery and payment.
- Supplier: Mulcol International B.V., as well as its legal successors by universal title.
- Goods/delivery: in these terms and conditions, goods/delivery are taken to mean fire-resistant products in the broadest sense of the word, as well as services provided to the Buyer by the Supplier.
- Agreement: every written arrangement between the parties with regard to the purchase and delivery of goods or the provision of services by the Supplier, including every addition or change thereto and all legal acts, including offers submitted to the Buyer by the Supplier in preparation and execution of the Agreement.
- Buyer: every natural person, every contractual company form or every legal entity that buys products from the Supplier, or with whom the Supplier concludes an agreement to buy and deliver the products and/or services or with whom the Supplier negotiates about the conclusion of an agreement with the Supplier.
Article 2 General Provisions2.1 These General Terms and Condition apply at all times to all Agreements concluded between the Supplier and the Buyer.
2.2 Other general terms and conditions, including terms and conditions or stipulations of the Buyer, do not form part of the Agreement concluded or to be concluded between the Supplier and the Buyer and are explicitly rejected by the Supplier.
2.3 During the formation of an Agreement between the Supplier and the Buyer, these General Terms and Conditions form an integral part of that Agreement, unless the Supplier has explicitly agreed to the application of other terms and conditions and/or stipulations in writing.
2.4 The nullity or nullification of one or more provisions of these General Terms and Conditions does not affect the applicability of the other provisions of these General Terms and Conditions. The Supplier and the Buyer will consult in order to replace null or nullified provisions of these General Terms and Conditions with provisions that reflect the purpose and purport of the null or nullified provision to the greatest possible extent.
Article 3 Offers3.1 All offers made by the Supplier, including tenders, quotes and/or the time of delivery of the goods are without obligation, unless agreed otherwise in writing. Prices are exclusive of VAT. The Supplier may assume that the documents and information provided by the Buyer are correct. The Supplier will prepare his offer or quote on the basis of the information provided. The Supplier is not liable for any damage caused by or to be caused by the incorrect, incomplete or late submission of documents and information by the Buyer.
3.2 An Agreement between the Supplier and the Buyer is concluded after the Buyer has received the order confirmation sent by the Supplier. If the Buyer does not object to the order confirmation in writing within eight days, the agreement is deemed to have been formed.
3.3 Information given in the catalogues, (technical) drawings, images, advice or otherwise additional information provided by the Supplier will not bind the Supplier unless this is explicitly confirmed by the Supplier in writing.
Article 4 Prices4.1 The prices given and quoted by the Supplier are expressed in Euros. The prices given and quoted by the Supplier are exclusive of all direct and indirect taxes, insurance premiums, import duties, excise duties and transport costs and are payable by the Buyer unless agreed otherwise in writing.
4.2 If no explicit price has been agreed upon conclusion of the Agreement, the price stated on the price list as it applies at the time of the order will apply, in accordance with annual arrangements.
Article 5 VAT registration number5.1 The parties are mutually obliged to provide each other with their correct VAT registration numbers, and to immediately notify the other of any changes therein.
5.2 Without prejudice to rights of suspension and other rights, the Supplier is entitled to suspend all other deliveries until the Buyer has fully fulfilled the obligations set out under 5.1.
Article 6 Price increases6.1 The Supplier is entitled to increase the agreed price of goods yet to be delivered if after an offer or after the conclusion of the Agreement the costs of raw materials or consumables have increased.
6.2 Raw materials and consumables are in any case taken to mean: electricity, goods purchased from third parties by the Supplier, wages, salaries, social security contributions, government charges, freight costs and insurance premiums.
6.3 A price increase pursuant to this article of more than 5% will give the Buyer the right to terminate the Agreement for anything not yet executed, up to no more than two weeks after the Supplier has notified the Buyer of the price increase.
Article 7 Delivery/delivery period7.1 Deliveries worth EUR 750.00 or more are made free domicile, which the Supplier and the Buyer take to mean that the goods are at the expense of the Supplier up to the unloading location of the Buyer unless agreed otherwise in writing between the Supplier and the Buyer.
7.2 Delivery times are as accurate as possible, but can never be deemed fatal deadlines.
7.3 The delivery address has to be reasonably accessible and the Buyer has to ensure there are enough loading and unloading facilities.
7.4 The mere transgression of the agreed delivery period does not constitute a default on the part of the Supplier. The Buyer has the option of demanding that delivery is made within a reasonable period of time after all.
7.5 The Supplier is at all times entitled to deliver the goods cash on delivery or to demand prepayment or security in the manner stipulated by him.
7.6 The Supplier is entitled to deliver and/or invoice orders in parts, unless agreed otherwise in writing by the Supplier and the Buyer.
Article 8 Return shipments8.1 Return shipments are allowed only subject to the explicit approval from the Supplier to that end.
8.2 Fully or partially processed goods, damaged goods and packed goods whose packaging is missing or damaged can never be returned.
Article 9 Complaints9.1 If the goods delivered by the Supplier visibly do not comply with the Agreement, the Buyer is obliged to make a complaint immediately upon delivery and to write down the defects on the document to be signed upon delivery. Complaints about other defects must be submitted within one working day after the Buyer discovered or should in all fairness have discovered these defects.
9.2 Failing a prompt complaint, the Buyer loses his claims towards the Supplier and delivery is deemed to have been accepted unconditionally. If in the case of a prompt complaint the Buyer demonstrates that the defects already existed at the time of delivery, the Supplier is only obliged to make a replacement batch available to the Buyer.
9.3 The Supplier, at his own discretion, can refund or credit the amount already paid for the goods instead of making a replacement batch available to the Buyer.
9.4 Complaints made by telephone must be confirmed in writing within the term given in 9.1.
9.5 Every right to complain lapses in the event the Buyer or third parties have changed the nature, composition or packaging of the product.
Article 10 Payment10.1 Payment must be made within the 30-day term given on the invoice unless agreed otherwise in writing by the parties.
10.2 Payment must be made without set-off and in Dutch currency unless agreed otherwise in writing by the parties.
10.3 The Supplier is at any time entitled to demand full advance payment of the purchase price, or to demand any other form of security before proceeding with or continuing the execution of the Agreement.
10.4 Any disputes between the Supplier and the Buyer about the quality or complaints submitted by the Buyer for other reasons will not give the Buyer the right to suspend payment.
10.5 In the case of late payment, the Buyer is in default by operation of law and he will owe statutory interest. He is furthermore obliged to pay all extrajudicial costs to be incurred by the Supplier for the collection of outstanding invoices.
10.6 The Supplier determines to which outstanding invoice any payment from the Buyer is allocated.
Article 11 Retention of title/Risk11.1 The risk transfers to the Buyer immediately after the goods have been delivered to the Buyer by the Supplier.
11.2 The Supplier reserves the right to recover delivered goods from the Supplier in replacement of a new batch of goods if the Supplier deems this necessary. In that case, the Supplier does not owe any compensation.
11.3 All goods delivered by the Supplier remain the property of the Supplier until the Buyer has paid the full purchase price, as well as any other claim within the meaning of Section 3:92, subsection 2 of the Dutch Civil Code.
11.4 On demand, the Buyer undertakes to establish a right of pledge in favour of the Supplier on the claims against third parties ensuing from the sale of the goods supplied by the Supplier.
Article 12 Duty of careThe Buyer treats the delivered goods with the necessary care and will not undertake anything that could affect the quality or safety of the goods or that could harm the good name of the brand or brands of the Supplier.
Article 13 Liability13.1 Every liability of the Supplier is limited to providing replacement goods or refunding the invoice value - which is at the discretion of the Supplier -in the event that the Supplier has delivered faulty goods.
13.2 Every liability of the Supplier beyond the provisions of article 13.1 is excluded, except:
a. when the damage is the result of intent or gross negligence on the party of the Supplier;
b. when the Supplier is liable pursuant to the product liability regulation, the Supplier can only be liable towards the ‘aggrieved party’ within the meaning of Section 6:192 of the Dutch Civil Code;
c. when a liability insurance of the Supplier covers the damage in question, the Supplier’s liability is limited to the amount paid out under the insurance in question in that specific case.
13.3 In derogation from the provisions of articles 13.1 and 13.2 all liability of the Supplier is fully excluded:
a. when the faulty goods are not made available to the Supplier;
b. when the Buyer or any subsequent users fail to strictly follow the safety instructions for the goods in question, as a result of which it is no longer possible to investigate the correctness of the complaint made by the Buyer.
13.4 The Supplier is never liable for indirect damage or trading loss, which also includes consequential damage, loss of sales volume, loss of profits and loss of goodwill.
13.5 The Buyer indemnifies the Supplier against third-party claims with regard to damage in connection with the goods delivered by the Supplier or otherwise in connection with the Agreement concluded between the Buyer and the Supplier.
Article 14 Force majeure14.1 If for reasons that cannot be attributed to him (force majeure), the Supplier is unable to fulfil his delivery obligation, the Supplier is entitled to postpone the delivery of goods until the moment the force majeure event has ended, without the Supplier being in default.
14.2 If the force majeure event lasts more than 30 days, both the Supplier and the Buyer are entitled to unilaterally terminate that part of the Agreement that has not been performed yet, by means of a written notification to the other party and without legal intervention.
Article 15 Dissolution15.1 The Supplier is entitled to unilaterally terminate all or part of the Agreement and all other current Agreements between the parties and to take back the delivered goods without owing the Buyer any compensation on the matter, without legal intervention, in the event that:
a. the Buyer is in arrears with paying the purchase price or any other amount owed to the Supplier;
b. the Buyer is declared bankrupt, has been granted a moratorium or when the Debt Management (Natural Persons) Act has been declared applicable to him in a private capacity.
15.2 If the Agreement is terminated for the reasons set out in article 15.1, every claim of the Supplier against the Buyer will become immediately due and payable in full.
15.3 In the case of one of the events set out in article 15.1.b, the Supplier is entitled to unilaterally terminate the Agreement and all other current Agreements between the parties for the non-performed part without owing the Buyer any compensation and without the need for legal intervention.
15.4 The provisions of this article do not affect the Supplier’s right to compensation for the damage he has suffered.
Article 16 Privacy16.1 If the Agreement between the parties is concluded electronically, the Supplier will take appropriate technical and organisational measures for a secure web environment.
16.2 The Supplier handles the personal details and address details of the Buyer in confidence.
Article 17 Disputes/Applicable law17.1 All Agreements concluded with the Supplier are subject to the laws of the Netherlands, unless and insofar as otherwise agreed in writing by the parties.
17.2 All disputes between the parties will be settled by the competent court in the Oost-Brabant court district, unless and insofar as agreed otherwise in writing by the parties.