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General terms and conditions for the sale of goods and the provision of services of Diederen Drainage BV, hereinafter called "supplier", established in (5591 RB) Heeze, the Heivelden 7, filed with the Chamber of Commerce in Eindhoven 26 -10-2006 and there known under number 17,157,059.
These general terms and conditions for the sale of goods and the rendering of services are part of and apply to all offers and all agreements for the supply of goods and the provision of services by the supplier, unless the supplier has written confirmed that its terms are not in the offers of and / or agreements apply to it.
Among the "other party" in these terms mean any (legal) person who has concluded an agreement with the supplier wishes to do respectively and well as their representative (s), agent (s) and successor (s) under general and special title.
The applicability of the general conditions of the other party or potential customers of the other party or a third party is expressly excluded.
By simply placing an order / order and / or taking receipt of the goods delivered to the other party accepts these conditions and is considered tacitly to the exclusive applicability of these conditions to have agreed, even in the event he further verbal, telephonic by fax or by e-mail or otherwise specified commands, regardless of any written confirmation on the part of the supplier.
Verbal agreements and / or promises of employees of supplier as far as they deviate from these conditions bind supplier only if the commitments have been confirmed in writing by the supplier.
Insofar as an article or article part is void or annulled, the provision will be replaced by an article whose scope corresponds largely within the range of reasonableness and fairness with the insignificant article.
The Dutch text of these terms is binding. To the extent any of the articles or parts of articles of these general conditions should be or become invalid, the validity of late that the other articles and parts of articles affected.
All offers made by the supplier remain valid for the term explicitly indicated by supplier. Insofar as there is no deadline for acceptance is mentioned every offer made by the supplier, quote, advice and / or quotation without obligation.
All data in price lists provided by the supplier, procedures and the like are as accurate as possible. This information is for supplier only binding if expressly confirmed in writing.
If no agreement to supply goods or perform services supplier is established, the other party must the designs, images and drawings that effect by Supplier within fourteen days after the date of the decision to return provider, at the expense of the other party.
Supplier reserves the right, if the contract for the delivery of goods or the provision of services is not awarded to her, all costs relating to the provision of the offer including all third parties on behalf of supplier costs incurred by the other party to charge.
Transmission of offers and / or (other) documentation required supplier not to supply goods or the provision of services, unless the offer within the stipulated period shall be accepted by the other party.
Supplier reserves the right to refuse orders without giving any reason, unless the order was given on the basis of an offer which has been accepted by the other party within the specified period.
In principle, a contract supplier established after supplier has recorded the agreement in writing or supplier after the contract expressly in writing or, at the discretion of the supplier, has agreed otherwise, have confirmed respectively. The order confirmation is deemed to reflect the agreement correctly and completely, unless the other party objects to within 8 days after date. The aforementioned method of concluding contracts also applies to any additional agreements and / or changes in the agreement.
For work whose nature and extent an offer or an order confirmation is unusual, the invoice is also considered as the order confirmation will be deemed to represent the agreement correctly and completely. In respect of Article 3.1. and 3.2. Asked the administration of supplier decisive, barring written proof.
Each supplier agreement is entered into under the condition that the other party -uitsluitend discretion of supplier-is sufficiently creditworthy for the financial performance of the contract.
Supplier is entitled, if and when appropriate, both in and after the conclusion of the agreement (further) to require security, failing which the supplier is entitled to fulfill its obligations to suspend, until sufficient security has been provided.
For the execution of the contract the supplier is entitled in some cases to enable third parties if this supplier wishes.
Supplier retains the intellectual property rights (including, but not limited to, copyrights, patent rights, whether registered or unregistered design rights, database rights and trademark rights) to all its loans quotes or produced designs, sketches, illustrations, drawings, molds and models.
Without the prior written consent of the supplier, this may produce, not be imitated by the other party, copied or shown to third parties, whether supplier for achieving these productions costs from the other party has charged.
Unless otherwise noted, all quotations are made subject to price changes.
Unless otherwise stated, the prices of supplier
based on the time of the offer or order date current purchase of goods and raw materials, wages, government taxes or similar establishments and third-party costs;
with regard to the supply of goods based on delivery ex warehouse / supplier or other storage or factory in the country of production and with regard to the provision of services on the agreed place where the services are provided;
excluding the costs of packaging, loading and unloading, transportation, insurance
and / or the fee for small orders;
mentioned in the agreed currency;
In case of increase of the costs and / or charges as specified in 5.2., Including modification of the currency in which these costs are fixed relative to the currency in which the quote was made, the supplier is entitled to increase the order price, and in compliance with any relevant legal requirements.
The delivery times are approximate and are not binding. For exceeding the delivery supplier is not liable.
Unless otherwise been agreed in writing, the delivery of goods ex works / warehouse supplier or another warehouse or factory in the country of production, as far as the supplier ordering products in another country. The risk of the goods passes to the other party at the time the goods leave the warehouse of the company or supplier or another abandoned warehouse or factory in the country of production, subject to the provisions of Article 8.2. Free delivery takes place only if and insofar as this is indicated by the supplier in the order confirmation or otherwise.
The delivery is based on the time of concluding the contract prevailing working conditions and timely delivery of the goods to fulfill the contract by supplying third parties. Notwithstanding the other provisions of these terms and conditions with respect to the delivery, the delivery of certain supplier extended by the length of the delays caused by the side of the other party as a result of failure by the other party obligations under this or earlier agreements.
The other party is obliged to check the goods delivered or the packing immediately at (remote) delivery for any defects or visible damage, or perform this check after notification from the supplier that the goods at the disposal of the other party.
Any shortages or damage to the goods and / or containers which in (remote) supply are present, the other party on the delivery note, the invoice and / or the transport documents (to) mention, failing which no claims in this regard treatment are taken. The administration of supplier is decisive in this connection.
Supplier is entitled to deliver the goods in parts. Part Deliveries which supplier can invoice separately the party is obliged to pay according to what follows in Article 14 "payment" is determined.
Exceeding the delivery provider not obliged to pay any compensation. The other party may after repeated exceeded delivery supplier notice of default stating a final (reasonable) time of delivery. After that the other party has the right to cancel the agreement in writing, unless the supplier is in force majeure.
If after the expiry of the delivery not been accepted by the other party, they are trapped at his disposal for his account and risk. After a four-week period, the supplier is entitled to (privately) sell these things. Any lesser yield and the cost will be borne by the other party, without prejudice to any other rights of the supplier.
With regard to the provision of services, whether or not in combination with the delivery of goods regarded as a supply point of time, the moment:
which the supplier has informed the other party that the services (work performed) are performed, or
when the other party the services / activities of the supplier after the agreed inspection / testing has accepted, or fails the inspection / testing within eight days of notification of supplier listed under 6.9.a. (have) run.
In any case, the delivery time, the time when the project or business, for which the services / activities were carried out (in part) are occupied by the other party.
Small non essential defects will be repaired by the supplier as soon as possible and may be no reason for the other party to (in) delivery refuse.
Except for this supplier carries an explicit mandate from the other party receives the other party are self care that provides timely requests made and / or owed is paid in respect of supply lines, connections, sufferance rights, the Nuisance ed.
If a test as set out in Article 6.9.b. is agreed, it should be done within the applicable period of eight days in the presence of (an employee) provider or a third party designated by the supplier.
The size of the Supplier perform work / services to be performed is strictly defined in the contract / order confirmation, which is binding on the parties (see Article 3.1.).
All necessary additional work, services and / or (auxiliary -) - materials of any kind which are not pre-specified in the order confirmation, are not part of the Supplier's obligations. The other party is obliged to support this first request care provider so that the work do not experience unnecessary delays.
If the other party of its obligations as stated on the first request in 7.2. comply supplier is entitled themselves to the exclusion of any responsibility for this care to wear. The cost is borne by the other party. If the other party herewith its payment obligations supplier does not strictly comply supplier is entitled all deliveries / work immediately to suspend or to terminate without prejudice to any other rights of the supplier in this regard under these conditions (for example, under Article 14).
Modification of the order coming from the other party or caused by changes of conditions in which the original agreement can not (completely) can continue to be maintained as being performed more or less work and passed on, all within the limits of reasonableness and fairness.
If the contract variations over 10% from the original price the parties will consult on the measures to be taken. In case of cancellation by the other party is entitled to the supplier for costs incurred or delivered goods and / or services to invoices.
If the other party does not give specific instructions, the transport, shipping and / or packaging by the supplier to the best and can cared for without supplier may bear any liability or accepts. Specific needs of the other party on (express, courier, air, etc.) are only carried out if and when the other party declares the additional costs for this will take charge.
The transport of the goods shall, in principle, for the account and risk of the other party, even if the carrier claims that waybills, and such a clause that all transport damage at the expense and risk of the sender and maintain. All this to the extent not covered any transport damage under any supplier by closing on request or applicable transportation and insurance conditions.
In case of free deliveries, the transportation costs will not be calculated separately. If the supplier delivers on the basis of free, freight bill, the freight costs are shown separately on the invoice.
Force majeure means any of the will of the parties, or any unforeseeable circumstance which fulfillment of the agreement can not reasonably possible or not reasonably supplier may be required by the other party.
Force majeure shall include, among other: strike, excessive absenteeism of staff of the supplier, transport obstructions, fire, government measures including but not limited forbidden to import and export quota restrictions and operational breakdowns at supplier or its suppliers, as well as shortcomings against the Supplier by its suppliers which supplier to obligations to its counterparties (anymore) to fulfill, lack of raw materials, disruptions in the supply of energy and water.
If a force majeure situation occurs the supplier is entitled to suspend the execution of the agreement or to terminate the agreement final. The party, however, will be conducted prior consultation.
Supplier is entitled to demand payment of (partial) deliveries of goods or the provision of services which have already been performed up to the moment that the force majeure situation has entered.
Supplier has the right to invoke force majeure if the circumstance which constitutes force majeure occurs during delivery period is exceeded as defined in Article 6.7 ..
Supplier accepts liability for damages insofar as this article suggests.
If the supplier culpably fails to comply with one or more obligation (s) under the agreement, the other party shall deal with properly motivated in default, which will be awarded to its obligation (s) to this default to the supplier a reasonable period.
If the supplier even after notice by the preceding paragraph culpably fails to fulfill its obligations, it is against the party liable for damages, which is a direct and exclusive result of such failure (s), provided that the amount, supplier will pay in respect of such damage, per event or series of related events is limited to the amount that the other party has paid for the goods or services in respect of which supplier has failed. The total liability of the supplier under the agreement is further limited to an amount of EUR 10,000.00, except to the extent the damage is covered by liability insurance providers and insurance claim gives a higher amount.
The liability of the supplier for pure financial loss, such as lost profits, damages resulting from business interruption and damage resulting from third-party liability is excluded.
All oral and written opinions by supplier best knowledge and ability, without any defined by the party intended result is guaranteed, unless otherwise agreed in writing.
Guarantee for goods purchased elsewhere by the Supplier is only given if and insofar as the manufacturer / supplier warranty.
Failure by the other party of any of its obligations releases supplier from its warranty obligations.
Warranty never applies to the wages and travel expenses or to take other additional costs. Such costs shall be borne by the other party.
Notwithstanding the provisions elsewhere in these conditions, all complaints within eight days after the date of (storage) delivery to be agreed between the Parties filed a precise statement of the nature and cause of the complaints. For invoices applies an advertisement period of eight days after the invoice date.
For complaints relating to hidden defects, the period of three months, while such complaints must then be filed within eight days after discovery.
After the expiry of the deadlines specified in Articles 12.1. and 12.2. the customer is considered the delivered goods or service provided, to have approved the invoice. Complaints made after the periods mentioned in Article 12.1 and 12.2 have expired, the supplier no longer be considered.
Submitting a promotional release the other party from its payment obligations to suppliers.
Return of the delivered goods can only take place after prior written consent of the supplier under conditions to be determined by the supplier.
13.1. As long as the other party does not complete the agreed price is paid, the supplier retains ownership of the goods to be delivered. To the extent that an agreement is the supply of affairs and the provision of services on the other supplier reserves itself the right of ownership for the goods until such time as both the price for the goods delivered and the services provided are met. Supplier also adheres relevant ownership for deliverables with a contract related claims for breach of obligation by the other party under the agreement, including without limitation claims for damages and interest.
As long as the ownership has not been transferred to the counterparty in respect of the matters to which the retention of title does not provide security or other rights to third parties on those issues.
As long as the ownership has not yet passed the goods sold by the supplier to the other party, the other party is obliged to keep the goods with due care in separation. As long as the ownership has not been transferred to the latter party is obliged to insure the goods against damage. The other party is on the first request of the supplier must provide the policy for inspection at the supplier.
To the extent that a third party claims cases that ownership has not been transferred to the other party, the other party provider will notify the seizure immediately. The other party is liable for all costs which supplier should make to ensure security of its property.
If the other party payments / obligations to suppliers not strictly comply or supplier is able to meet at all times entitled to (do) business retrieve still present at the party and / or its owners. The other party to do so should cooperate.
As far as the ownership of delivered goods has passed to the other party and the other party for reasons other than circumstances mentioned in Article 13.1. a debt to the supplier, the other party is obliged at the first written request from supplier to cooperate in the establishment of an (undisclosed) pledge on goods delivered by supplier whose ownership has passed to the other party.
In the event of unauthorized resale by the other party matters covered by the retention of supplier wholly or partially based wears the party now for then, at least the other party is obliged at the first written request of the supplier from this sale resulting claims against the purchaser of the other party supplier to be transferred. The other party is obliged to give the supplier through the relevant data on first demand that the supplier owed directly to a second buyer can recover. By the buyer of the other party supplier paid is deducted from what the other party total supplier owes. The party is also held in unauthorized resale on behalf of themselves to make a reservation of title applies to the relationship between the supplier and the other party.
If the other party in the context of the article is to provide the cooperation requested by the supplier, this takes place under penalty of a non-judicial mitigation of € 1000, - per day or part of day that this party default is / remains and insofar as the supplier at the latter's request for assistance refers to this article component.
Payment must be made without any deductions, discounts, suspension or settlement, net cash from (storage) supply through deposit or transfer to a supplier by the bank or Postbank account.
If payment is not specified shall be payable within 30 days after the invoice date. On the bank or postal statements indicated value date determines the date of payment. Supplier shall at all times be entitled to request that comes in advance. Moreover, the supplier is entitled delivery and dispatch of goods sold to suspend the party sufficient security for payment provided to the supplier.
Supplier shall be entitled but not obliged to going to provide goods and / or services to be performed to establish a payment schedule in the confirmation / agreement.
Each payment by the other party first supplies to pay the interest costs and the recovery made by the supplier and / or administration and will then be deducted from the oldest outstanding invoice or claim.
As far as the other party:
in receivership or becomes insolvent, or has lodged an application or filed a request under the WSNP or cedes or if seizure of (part of) laid his property or assets or;
dies or is placed under guardianship, or his business or terminated;
by force of law or these terms obligations to the supplier fails to perform or;
fails to pay an invoice amount or part thereof within the stipulated period or;
discontinues or transfers his company or an important part thereof, including the contribution of his company to be established or existing company or proceeds to amend the objectives of his company.
in case one or more of the above conditions occur all that the other party on any basis whatsoever owed to suppliers at once and payable in full, without any further prior notice of default or notice is required, at which time supplier then also sacked of its then remaining (storage) delivery obligations to the other party, without prejudice to the other rights of the supplier or compensation of costs, damages and interest.
From the moment which has become due to the supplier's supplier is entitled due to terminate the agreement, without any need for prior notice of default or judicial intervention. All property of the supplier remain in full force or revive full so supplier is entitled to the goods in return (do) pick accordance with Article 13 "retention".
If the payment is not made within the place limit set out in Article 14, the other party after the expiry of the payment is legally in default and the supplier an interest rate of 1% per (part of) month (or the statutory rate, whichever is higher ) payable on the then outstanding amount including VAT.
In export transactions is interest calculated that at least equal to the highest commercial (credit) interest rate that commercial banks in the country where the party is located calculated.
all to make legal and non-legal costs borne by the other party. The extrajudicial costs amount to at least 15% calculated on the total amount owed by the other party including the under 15.1. mentioned interest with a minimum of € 300, -.
All offers and contracts with suppliers and the implementation thereof, to the exclusion of the right of other states, is governed by Dutch law, with the exclusion of the Uniform Law on the International Sale of Goods (Law of December 15, 1971 , S780 S781).
Regarding the interpretation of international trade terms, where they occur in these terms, the "Incoterms" as compiled by the International Chamber of Commerce in Paris (ICC) apply.
All disputes will be settled by the district court in 's-Hertogenbosch, unless a dispute to the jurisdiction of the District Court. To the extent that a dispute falls within the jurisdiction of the District Court, the District Court is empowered under the rules of Dutch Code of Civil Procedure.
Supplier also has the right to submit a dispute to another than according to the normal competency rules to settle the dispute by arbitration or binding advice.
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