Terms & Conditions
General Terms and Conditions and of Sale (01.05.2018)
Our General Terms and Conditions of Sale shall exclusively apply to all contracts between us and our clients. Any differing conditions or terms of buyer are herewith objected to and shall not apply. Any agreement affecting the execution of this contract must be in writing.
Article 1 Quotations
1.1. All quotations and offers made by Faber&VanderEnde BV are made without engagement, unless expressly stated otherwise in the quotation or offer.
Article 2 Prices
2.1. Unless fixed prices were agreed, the goods are charged at the price which applies on the day of the shipment.
2.2.Any increase in the duties or taxes, the wages, social security charges, exchange rates and raw materials, applied between the date of order and the date of implementation, is charged to the buyer. In this case, the definitive price is confirmed at the time of implementation.
2.3. The scale of Faber&VanderEnde BV is decisive, unless the buyer has the goods weighed at his expense in an authorized weigh station.
2.4. The accepted weight differences can amount to a maximum of 10%. The buyer declares himself ready to pay for the actually received weight.
2.5. Any extra costs for an urgent shipment shall be paid by the buyer.
Article 3 Delivery period and place
3.1. The delivery takes place ex warehouse, at the moment that the items have been set separately for the other party.
3.2. Delivery will take place according to the latest version of the Incoterms. In the event of a conflict between these General Conditions of Sale and the Incoterms, the latter will prevail.
3.3. Samples or individual analyzes as well as the analysis sheets which are given to the buyer have only an indicative value.
3.4. The delivery period given applies only as an indication.
3.5. In the event of any delay in the delivery, the buyer shall under no circumstances be entitled to compensation, nor be entitled to cancel the agreement.
3.6. Faber&VanderEnde BV shall not be responsible or liable for any loss or damage incurred by Purchaser herein resulting from causes beyond the reasonable control of Faber&VanderEnde BV such as acts of the elements, delays in transportation, business interruptions due to technical malfunctions, strikes or labor or the failure of Faber&VanderEndes suppliers to meet their delivery promises. Faber&VanderEnde BV shall have the right to suspend or to terminate the agreement without being obliged to pay any compensation.
Article 4 Risk transfer
4.1. The risk attached to the goods purchased will pass to the buyer at the time of delivery. The time of delivery is the time that the goods purchased arrive at the place of delivery, even if the buyer does not accept the delivery. For delivery ex-works, the time of delivery is the time that Faber&VanderEnde BV notifies the buyer that the goods purchased are ready for collection.
Article 5 Reservation of title
5.1. All goods delivered by us remain, even if they are processed, our property until full payment of all our debt claims, including interests and costs, as well as any balance in our favour deriving from earlier transactions. The goods can therefore be recovered at any time by Faber&VanderEnde BV during the entire title reservation period.
5.2. The buyer shall not have the right to fully or partially pledge the goods to third parties, before payment has been made in full.
5.3. The buyer shall keep the goods delivered subject to a reservation of title with due care and as the recognisable property of Faber&VanderEnde BV and shall insure these goods against damage and theft.
5.4. In the event of processing of the reserved goods, the buyer acts for Faber&VanderEnde BV The latter’s reservation of title thus extends to the goods created as a result of the processing.
5.5. The buyer can nevertheless dispose of the goods under reservation of adequate guarantee. In the event of delivery of goods, the buyer undertakes to keep the counter-value of the goods we delivered "in cash" throughout the title reservation period.
Article 6 Complaints
6.1. The inspection of the quantity and the external state of the delivered goods falls under the responsibility of the Buyer. If the Buyer does not forthwith, and in case within 48 hours after receipt of the delivered goods, lodge a written complaint then the delivered goods shall be deemed to be correct in terms of quantity and external state.
6.2. Other complaints must be submitted to the Supplier by the Buyer in writing within at the latest 8 days after delivery of the goods.
6.3. Processed goods are deemed to have been approved by the buyer.
6.4. Packaging and content of the non-conforming delivered goods must be stored by the buyer in order to be examined by or returned to Faber&VanderEnde BV.
6.5. The delivered goods may only be shipped back after receiving prior written authorisation and shipping or other instructions from Faber&VanderEnde BV, and within a period of 8 days. The goods remain for the account and risk of the buyer until they are once again safely transferred to Faber&VanderEnde BV If goods are returned without the prior written consent of Faber&VanderEnde BV, their dispatch and storage after their return shall be at the buyer’s expense and risk.
6.6. A complaint does not relieve the buyer from his payment obligation.
Article 7 Payments
7.1. Payment shall be made according to the conditions set out in the offer.
7.2. The time of payment shall be 30 days net from the date of the invoice, unless otherwise agreed.
7.3. As of the due date, any unpaid portion of our invoices bears ipso jure and without reminder a late-payment interest of 1% per month. In addition, the debtor, by application of article 1147 of the Civil Code, will be obliged to pay contractual damages which are established lump-sum and irreducibly at 10% of the outstanding balance, with a minimum of €124 per invoice.
7.4. Faber&VanderEnde BV reserves the right, in the event of non-payment of one or several invoices on the due date, or if the buyer ceases to be creditworthy, to suspend all deliveries and cancel the agreements yet to be executed to the disadvantage of the buyer. The buyer will not be able to claim any compensation for this. 7.5. In the event of non-payment of one or several invoices, all invoices, including those which are not yet due, become immediately exigible. 7.6. All invoices shall be regarded as having been accepted if they were not protested within eight days.
Article 8 Warranty
8.1. Faber&VanderEnde BV warrants that the goods sold to the buyer shall at the moment of delivery comply with the specifications as provided by Faber&VanderEnde BV to the buyer for such goods. This warranty will lapse if the buyer fails to fulfil its obligations under the agreement and/or these terms and conditions. Invoking the warranty will not release the buyer from its obligations under the agreement. In case of a breach of the warranty, the buyer's only remedy is a claim for performance of the agreement by Faber&VanderEnde BV
Article 9 Guarantee
9.1. The guarantee for latent defects of the goods is limited to replacement. The compensation of the proven loss suffered by the buyer may under no circumstances exceed the amount of our sale price of the goods used.
9.2. The guarantee for the goods is limited to that provided by the supplier. No other compensation or reimbursement of costs may be claimed from Faber&VanderEnde BV
9.3. Faber&VanderEnde BV will not be liable for any damage sustained by the buyer. The guarantee lapses ipso jure if the buyer himself performs transformations, or has such performed by third parties, without our written approval. The same applies if it is determined that the control and processing of the goods is not performed in accordance with the prescriptions of the supplier and/or Faber&VanderEnde BV or if the goods are not used in accordance with the directions for use or the instructions given.
9.4. If chemical and technical advice as well as plans and diagrams are provided, whether in writing or orally, Faber&VanderEnde BV assumes only a best-efforts obligation, without guaranteeing any result. Such advice is thus to be regarded merely as guidelines for which no liability can be accepted by Faber&VanderEnde BV. The buyer must test the goods himself.
9.5. Faber&VanderEnde BV does not guarantee the completeness and accuracy of the information received from its own supplier and given to the buyer and will not be liable for any damage – of whatever nature and in whatever form – incurred as a result of the incompleteness or inaccuracy of this information.
9.6. If the buyer resells without processing, he acts at his own risk and without guarantee of continuity. Third-party claims for whatever reason in connection with compensation for any damage in connection with the goods delivered by Faber&VanderEnde BV must be compensated by the buyer.
Article 10 Storage
10.1. Faber&VanderEnde BV is not liable for harm caused to goods that are stored on behalf of the buyer as of the moment that they were made available to the buyer.
10.2. If the goods, after being made available, continue to be stored in our warehouse for more than one month, Faber&VanderEnde BV shall be entitled to store the goods at the buyer’s expense and risk.
Article 11 Intellectual property
11.1. The Seller shall remain the owner of intellectual property rights of which it is the holder or applicant. The buyer is not authorised to sell his own or other goods under any product name or trademarks of Faber&VanderEnde BV without prior written consent.
Article 12 Compliance with laws
12.1. The buyer shall comply with all applicable laws relating to anti-bribery and anti-corruption, laws relating to export control, customs regulations and any obligations it may have under the REACH regulation.
12.2. The buyer shall comply with all applicable laws and regulations in performing its obligations under the agreement of Conduct.
Article 13 Suspension and termination
13.1. In addition to any other remedies that Seller may have, Seller may terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer: a) fails to pay any amount when due under this Agreement and the failure continues for five (5) days after Buyer’s receipt of written notice of nonpayment; b) has not otherwise performed or complied with any of these Terms, in whole or in part; or c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.
13.2. If one of the situations described in Article 13.1 arises, all amounts owed by the buyer to Faber&VanderEnde BV shall be due and payable in full and immediately, without prior notice of default being required.
13.3. The buyer may not suspend compliance with its obligations under or in connection with the agreement on whatever grounds.
Article 14 Invalidity
14.1. If a clause or provision of the agreement is declared null and void, this nullity shall not affect the validity of the other clauses and provisions of the agreement.
Article 15 Applicable law and competent court
15.1. Dutch law shall apply exclusively to the agreement and to any non-contractual obligation arising out of this agreement.
15.2. All disputes arising in connection with this agreement, including disputes concerning the existence and validity thereof, shall be brought before the court of Arnhem.
Article 16 Interpretation
16.1. The Dutch text takes priority in the event of a difference of interpretation between the various texts. The Dutch translation of these general conditions of sale may be obtained on simple request.
Article 17 Processing of personal data
17.1 Insofar as Faber&VanderEnde BV processes personal data in the performance of the work, it shall be regarded as a processor as referred to in Regulation (EU) 2016/679 (General Data Protection Regulation; GDPR). The Other Party is the controller responsible for this personal data.
17.2 The processing of personal data by Faber&VanderEnde BV shall be limited to what is strictly necessary for the performance of the work. Faber&VanderEnde BV shall further only process the data on the basis of written instructions from the Other Party or insofar as it is legally required to do this.
17.3 Faber&VanderEnde BV shall destroy the personal data as soon as possible after the completion of the work, unless a legal obligation requires Faber&VanderEnde BV to retain it further.
17.4 Personal data is regarded as confidential information as referred to in article 8.
17.5 In case of subcontracting as referred to in article 9, Faber&VanderEnde BV shall inform the Other Party in advance about the third party/parties to be engaged, and give the Other Party the opportunity to file an objection against the respective party/parties.
17.6 Faber&VanderEnde BV shall inform the Other Party without unreasonable delay about an infringement in connection with personal data and, in that context, provide the Other Party with all the relevant (additional) information, unless it is not probable that the infringement in relation to personal data constitutes a risk to the rights and freedoms of natural persons. Faber&VanderEnde BV shall document the infringements and all relevant facts and circumstances with regard to the infringement.