Algemene voorwaarden
General terms and conditions of (the limited liability company) Goudsmit Magnetic Design BV.
Registered with the (Chamber of Commerce) in Eindhoven under nr. 17098202
Article 1: General
1. These general terms and conditions are used by the aforementioned private companies with limited liability, both individually and collectively.
These companies will hereinafter be referred to as the seller/the commissionee.
2. The buyer/principal is understood to refer to any natural or legal persona to whom the seller/commissionee makes its offers, the person who
makes offers to the seller /commissionee and/or the person with whom the seller/commissionee has entered into an agreement, and
furthermore any person with whom the seller/commissionee has any legal relationship.
3. Unless explicitly stated otherwise in writing, these general terms and conditions apply to any offers made by or on behalf of the
seller/commissionee, irrespective of whether the subject of the agreement is the delivery of goods, an order to provide services, give advice,
contract for work or otherwise. These general terms and conditions also apply to any legal relationship between the seller/commissionee
and the buyer/principal.
4. Deviations from and additions to these general terms and conditions are binding on the seller/commissionee only if and insofar as these
have been agreed with it in writing.
Article 2: Offers, prices and delivery times
1. Any offers and price and rate quotations (including appendices) from the seller/commissionee are without obligation, unless they contain a
deadline for acceptance, in which case the offer expires after this deadline. They apply only to the execution of the agreement under normal
circumstances.
2. The prices and rates quoted by the seller/commissionee are exclusive of BTW (Dutch VAT) and any other government charges applicable to
the execution of the agreement and/or delivery. The prices and/or rates are based on and applicable to the execution of the agreement
and/or delivery under normal circumstances.
3. The seller/commissionee shall always be entitled to immediately pass on any changes in cost determining factors, on the understanding
that if the agreement has been concluded with a natural persona, not acting in a professional capacity or on behalf of a company, this natural
persona shall, in the case of a price increase occurring within three months of the conclusion of the agreement, be entitled to dissolve the
agreement unless the price increase and/or the power to do so ensues from the law.
4. The provisions contained in clause 3 also apply if the changes in the cost determining factors referred to are the consequence of circumstances
that could have been anticipated at the time the agreement was concluded.
Article 3: Delivery
1. Unless explicitly agreed otherwise, delivery of the articles sold will take place by making them available to the buyer/principal at the business
location of the seller/commissionee.
2. The seller/commissionee notifies the buyer/principal verbally or in writing on which working day or during which period the
seller/commissionee wishes to supply the articles sold to the buyer. The buyer/principal must take receipt of the articles on this day or during
this period at the business location of the seller/commissionee.
3. From the beginning of the working day on which, or the period during which the seller wishes to supply the goods sold to the buyer, the articles
sold shall be at the risk of the buyer/principal; if, however, the buyer/principal is a natural persona, not acting in a professional capacity or on
behalf of a company, the articles sold will only be at the risk of the buyer/principal from the moment the working day on which, or the period
during which the seller/commissionee wishes to deliver, has passed.
4. In the event that the articles are delivered by the seller/commissionee or by a carrier appointed by the seller, they will be at the risk of the
buyer/principal during and after transport. If, however, the buyer/principal is a natural persona, not acting in a professional capacity or on behalf
of a company, the articles sold will not be at the risk of the buyer/principal until they have been delivered.
5. The seller/commissionee notifies the buyer/principal verbally or in writing on which working day or during which period it wishes to deliver the
articles sold or wishes to have them delivered. Unless explicitly agreed otherwise in writing, the seller/commissionee is not obliged to deliver
the articles sold during a certain part of a day or period or have them delivered during a certain part of a day or period. The buyer/principal must
take receipt of the articles sold immediately on delivery.
6. The costs of transport and other activities carried out by the seller/commissionee in connection with the purchase by the buyer/principal shall
be borne by the buyer/principal.
7. If delivery of the goods or services ordered does not take place at the agreed time or within the agreed period, the seller/commissionee will be
entitled to a subsequent delivery time of 60 days, unless a deadline has been agreed explicitly in writing. This period will start on the day of
receipt of the written notice of default from the other party, but not before the day following the expiry of the delivery time or period as agreed
when the agreement was concluded.
Article 4: Circumstances beyond one’s control
1. In the event that execution of the agreement by the seller/commissionee has been delayed or prevented by circumstances beyond its control,
both the seller/commissionee and the buyer/principal will be authorised to dissolve the agreement if these circumstances continue for
more than 30 days; this will not entitle the buyer/principal to any form of damages, except in those cases where the seller/commissionee would
benefit from this dissolution in a way in which it would not benefit if the agreement had been complied with.
2. Circumstances beyond the control of the seller/commissionee also include any circumstance independent of the will of the
seller/commissionee which prevents the execution of its obligations permanently or temporarily, such as failing to receive (in time) from its
suppliers the goods necessary for compliance with its obligations, a strike, the illness of irreplaceable staff and restricting government
measures.
Article 5: Payment
1. Payments should be effected net cash on delivery, unless otherwise agreed.
2. If it has been agreed that the goods/services will be paid for by transferring funds into the bank account of the seller/commissionee, this should
be effected within the period stated on the invoice sent or presented to the buyer/principal by the seller/commissionee, without any discount,
concession or set-off for which no written permission has been given by the seller/commissionee. If the buyer/principal is a natural persona,
not acting in a professional capacity or on behalf of a company, the seller/commissionee will not withhold its consent to set-offs on
unreasonable rounds.
3.The period mentioned on the invoice is a deadline. When the buyer/principal fails to pay within this period, a contractual penalty interest will be
due of 1.5% per month, with part of a month being equal to one month, without any payment demand, notice of default or court intervention being
required.
4. If the buyer/principal fails to pay within the set period, the seller/commissionee will be entitled, without any further notice of default, to charge for
any expenses, both in and out of court, to the extent that this is permitted by law.
5. Before or during the execution of the agreement, the buyer/principal must provide a security for the observance of all its obligations arising from
the agreement at the first request and to the satisfaction of the seller/commissionee, failing which the seller/commissionee will be entitled to
suspend compliance with its obligations. This provision also applies if a credit has been agreed.
6. Refusal by the buyer/principal to provide the security required entitles the seller/commissionee to dissolve the agreement without judicial
intervention, and without the seller/commissionee being liable for any damage resulting from this.
7. The seller/commissionee is entitled to demand payment in advance.
Article 6: Collective purchase by several buyers
1. If goods are purchased by several buyers collectively, each one of them will be responsible severally for the whole transaction with regard to all
the obligations resulting from this purchase.
Article 7: Retention of title
1. All the goods supplied remain in the possession of the seller/commissionee until the buyer/principal has settled all the claims of the
seller/commissionee on the buyer/principal with regard to all the goods or services supplied or to be supplied by the seller/commissionee or
with regard to any damages due to failure to comply with the agreements concluded between the two parties.
2. If the buyer/principal fails to fulfil its obligations or there is a well-founded fear that it will fail to do so, the seller/commissionee will be entitled to
remove the goods supplied whose retention of title, as referred to in clause 1, rests with the buyer/principal or third parties who keep the goods
on behalf of the buyer/principal, or to have them removed. The other party must fully cooperate in this.
3. If third parties wish to establish or assert any right to the goods supplied under retention of title, the buyer/principal must notify the
seller/commissionee of this as soon as possible. The buyer/principal must, at the first request of the seller/commissionee:
insure the goods supplied under retention of title and keep them insured against damage by fire, explosion or water and against theft, and
submit the policy of this insurance for perusal; pledge any claims by the buyer/principal on insurers with regard to the goods
supplied under retention of title to the seller/commissionee by establishing the highest ranking right of pledge on them for the benefit of the
seller/commissionee as prescribed in Section 3:329 BW (Dutch Civil Code); mark the goods supplied under retention of title as the property of
the seller/commissionee; cooperate in other ways with any reasonable measures the seller/commissionee wishes to take in order to protect
its retention of title with regard to the goods, and which do not unreasonably interfere with the ordinary business operations of the
buyer/principal.
Article 8: Guarantee
1. The seller/commissionee shall issue a guarantee only if this has been agreed with the buyer/principal in writing for each specific
purchase/order.
2. The seller/commissionee does not guarantee, even if clause 8.1 applies, that the goods and/or services supplied can be used by the
buyer/principal for a specific purpose or under specific circumstances, unless it has been agreed unambiguously, exhaustively and in writing,
what specific requirements the buyer/principal may make in this respect with regard to the goods or services to be supplied.
Article 9: Defects, complaints period
1. The buyer/principal shall inspect the goods supplied/offered by the seller/commissionee, or have them inspected, upon delivery or, if this is
impossible, within eight days of delivery. The buyer/principal shall make a check to see if the goods supplied concur with that which is stated in
the agreement.
2. Visible defects or shortages shall be reported by the buyer/principal to the seller/commissionee in writing within fourteen days of delivery.
3. The buyer/principal shall report any non-visible defects to the seller/commissionee within fourteen days of their discovery.
4. With regard to any visible shortcomings, the buyer/principal can no longer make any claims as to a
shortcoming in performance if it failed to lodge a complaint within the period mentioned in clause 2.
5. Without prejudice to the provisions of clause 4, it will in any case not be possible to make any
claims with regard to a shortcoming in the performance of the seller/commissionee if no complaint
has been lodged within six months of delivery.
6. Minor deviations, common in the trade or technically unavoidable and any differences in quality or
finish do not provide any grounds for complaint.
Article 10: Liability
1. The seller/commissionee is not liable for any damages resulting directly or indirectly from the
injudicious use or application of the goods and/or services supplied by the seller/commissionee or
any information provided by the seller/commissionee.
2. In the event that the goods or services supplied by the seller/commissionee show a defect within
the period mentioned in clause 9.2 which actually exists, the seller/commissionee will only be
obliged to repair or replace the article or the service, this at the discretion of the
seller/commissionee.
3. The seller/commissionee is not liable for any damage resulting from a brief interruption in the performance of the goods or services supplied
by the seller/commissionee.
4. If a shortcoming in an article or service supplied is the result of intention or gross negligence on the part of the managerial staff in the
organisation of the seller/commissionee, the seller/commissionee will also be liable for any direct damage. This liability will not exceed the
amount for which the seller/commissionee is insured per event.
5. The seller/commissionee is never liable for any consequential damage.
6. The seller/commissionee is not liable for any damage resulting from or related to any parts of the goods or services supplied, obtained by the
seller/commissionee from third parties or the buyer/principal, or any auxiliary materials used in the course of their production.
7. The seller/commissionee is not liable for any damage suffered by the buyer/principal, its staff or third parties which is caused by activities of the
seller/commissionee, either inside or outside the business location of the buyer/principal, unless this damage is the result of the intention or
gross negligence on the part of managerial staff in the organisation of the seller/commissionee.
8. The seller/commissionee is not liable for any damage caused by a delay in compliance or by the non-compliance with any obligation ensuing
from an agreement, unless this is the consequence of the intention or gross negligence on the part of managerial staff in the organisation of
the seller/commissionee.
9. The liability of the seller/commissionee never reaches beyond that of its suppliers.
10.Should any exclusion or restriction of the liability of the seller/commissionee be in contravention of a prevailing, mandatory legislative provision,
it is assumed that an exclusion has been agreed on to the extent that this is in fact permissible.
Article 11: Dissolution
1. The seller/commissionee is entitled to dissolve any agreement wholly or partly in writing, or to demand its dissolution at law if the
buyer/principal fails to fulfil its obligations ensuing from this agreement.
2. The seller/commissionee will be entitled, without the obligation to pay damages, to dissolve this agreement wholly or partly or demand its
dissolution at law by means of a registered letter in the event that: The buyer/principal files for a moratorium or bankruptcy; the buyer/principal
is declared bankrupt; the company of the buyer/principal is liquidated.
Article 12: Disputes
1. This agreement is subject to Netherlands law only. Unless the buyer/principal is a natural persona, not acting in a professional capacity or on
behalf of a company, any disputes arising from this agreement shall be submitted to the competent court in ‘s-Hertogenbosch, to the exclusion
of any other court.
Article 13: Amendment of the general terms and conditions
1. These general terms and conditions may be amended by the seller/commissionee, provided that the seller/commissionee has notified the
buyer/commissionee of this at least one month prior to thedate on which the general terms and conditions will become effective.
2. In case of an amendment, the old provisions that have been amended by the seller will automatically become null and void.