GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY
ARTICLE 1 DEFINITIONS AND APPLICABILITY
The following definitions apply in these general terms and conditions of sale and delivery:
the private limited liability company RuhrGold bv located in (2235 CD) Rijsenhout at the Heermanszwet 22, with Chamber of Commerce number 66578787 and its website www.ruhrgold.com and all associated companies.
The contractual other party with which RuhrGold BV enters into an Agreement with regard to the delivery of goods or services by RuhrGold BV.
RuhrGold BV and Customer jointly.
The agreement between RuhrGold BV and the Customer for the delivery of goods (or services) by RuhrGold BV.
AGeneral Terms and Conditions
These general terms and conditions of sale and delivery of RuhrGold BV.
All offers, quotations, cost estimates, etc. from RuhrGold BV.
Produce of production processes, objects of service and merchandise.
Beverages alcoholic as well as non-alcoholic and Dry groceries and other Products that do not fall under the concepts of Frozen products, Daily and Chilled products or non-food products.
ARTICLE 2 GENERAL
- These General Terms and Conditions apply to all legal relationships between the Parties, in the broadest sense of the word, including every Offer from RuhrGold BV, as well as to the Agreement, insofar as the Parties have not explicitly deviated from these General Terms and Conditions in writing.
- Clauses deviating from these General Terms and Conditions are only valid if agreed in writing between the Parties and only apply to the relevant Agreement. The applicability of any purchasing and / or other general terms and conditions of the Customer is explicitly rejected by RuhrGold BV.
- These General Terms and Conditions apply to all offers and all transactions that take place within the wholesale service between RuhrGold BV and the Purchaser, even if third parties are involved in the implementation thereof, and to transactions in which the Purchaser collects and collects the Products itself or the Customer collected at RuhrGold BV Products are delivered to Customer by RuhrGold BV
- The possible invalidity of a provision in an Agreement between Parties and / or these General Terms and Conditions does not affect the validity of the remaining part of the Agreement and / or these General Terms and Conditions.
- If one or more provisions of these General Terms and Conditions should not be or become binding, the remaining provisions will remain in full force between the Parties. Parties then undertake to replace a non-binding provision with a provision that is binding and which - in view of the purpose and scope of these general terms and conditions - deviates as little as possible from the non-binding provision.
- If uncertainty exists regarding the interpretation of one or more provisions of these General Terms and Conditions, then explanation must be given 'in the spirit' of these terms and conditions.
- If a situation arises between the Parties that is not regulated in these General Terms and Conditions or otherwise, this situation must be assessed 'in the spirit' of these terms and conditions.
- If RuhrGold BV does not always demand strict compliance with these General Terms and Conditions, this does not mean that the provisions thereof do not apply nor that RuhrGold BV would lose the right to invoke these conditions in other cases.
- The customer does not count as a (trade) agent of RuhrGold BV, unless he is expressly appointed as such by a further written agreement between the Parties.
- It is established between the Parties that once an Agreement has been concluded under the applicability of these General Terms and Conditions, these General Terms and Conditions also apply in full to subsequent agreements between the same Parties, unless otherwise agreed in writing.
- In the event of a conflict between an Offer and these General Terms and Conditions, the text of the Offer will prevail.
ARTICLE 3 OFFER AND CONCLUSION OF AN AGREEMENT
- Every Offer from RuhrGold BV, whether orally, in writing, by telephone, by fax or otherwise, is entirely without obligation and can be revoked, unless a period for acceptance has been set in the Offer.
- Revocation can also take place after the Customer has accepted the Offer, provided that a notification to that effect is sent immediately after this acceptance by RuhrGold BV to the Customer.
- RuhrGold BV cannot be held to an Offer if the Customer can reasonably understand that the Offer, or a part thereof, contains an obvious mistake or error.
- The Agreement is concluded between the Parties by written confirmation by RuhrGold BV of the acceptance of the Offer by the Customer.
- If the acceptance (whether or not on minor points) deviates from the Offer, RuhrGold BV is not bound by it. The Agreement will then not be concluded in accordance with this deviating acceptance, unless RuhrGold BV states otherwise in writing.
- If the Agreement has been concluded verbally, or if the acceptance of the Offer has not (yet) been confirmed in writing by RuhrGold BV to the Customer, the Agreement will be deemed to have been concluded under the applicability of these General Terms and Conditions at the time that RuhrGold BV a start has been made with the implementation of the Agreement.
- An Agreement that is established through the intermediary of a representative or commercial agent of RuhrGold BV, is only binding after RuhrGold BV has signed the agreement or confirmed its commitment to the Agreement in writing. In that case, the Agreement is deemed to have been concluded under the applicability of these General Terms and Conditions at the time RuhrGold BV has commenced implementation of the Agreement.
- The content of an Offer does not automatically apply to future orders.
ARTICLE 4 PRICES
- Quotations are always made on the basis of the prices applicable at the time of the Offer or the conclusion of the Agreement.
- Prices quoted by RuhrGold BV are always without obligation, in the sense that they are always based on the data provided by the Customer when requesting an Offer and delivery to the Customer's warehouse. Prices only apply to the quantities offered.
- Unless explicitly stated otherwise, prices are in euro currency, exclusive of VAT, sales tax and any other charges and / or surcharges that fall on sale and delivery by or on behalf of the government. Prices are shown on the basis of minimum basic quantities used by RuhrGold BV, excluding packaging and / or packaging costs. Transport costs are also not included in a quotation and are additionally for the account of the Customer.
- A fixed price has only been agreed between the Parties if this has been explicitly laid down in writing in the Offer and the confirmation of the acceptance.
- If one or more cost price factors undergoes an increase after the conclusion of the Agreement - even if this is due to foreseeable circumstances - then RuhrGold BV is always entitled to increase the agreed price accordingly.
- Unless explicitly stated or agreed otherwise, a price in an Offer is based on delivery to the Customer's warehouse.
- A composite Offer does not oblige RuhrGold BV to deliver a portion thereof at a corresponding portion of the stated price.
- Unless otherwise determined at the conclusion of the Agreement, the prices and delivery conditions that are included in the computer files of RuhrGold BV and which apply to the relevant Customer on the day of delivery apply.
- Prices and offers of Products offered by RuhrGold BV, which are provided with a price label, are without obligation. In the event of a difference between the label price and the invoice price, the invoice price is binding.
ARTICLE 5 SUSPENSION, ADVANCE PAYMENT, SECURITIES AND CANCELLATION
- RuhrGold BV is authorized to suspend the full or partial execution of the Agreement if and as long as the Customer does not, not fully, not properly or not timely fulfill any obligation arising from the Agreement.
- RuhrGold BV is also entitled, if in its reasonable opinion the financial situation of the Purchaser gives cause for this, to demand payment in advance or a guarantee in the form of a bank guarantee, mortgage, pledge or bail and pending the full or partial performance of its obligations on the basis of the Agreement.
- Cancellation of an Agreement by the Customer can only take place with the prior written consent of RuhrGold BV. If RuhrGold BV agrees to cancel, the Customer must pay RuhrGold BV a compensation of at least 15% of the value of the Agreement, without prejudice to RuhrGold BV's right to compensation for actual costs and damage.
- If the Customer cancels an Agreement concluded with RuhrGold BV and the Agreement relates to the purchase, sale and / or delivery of Products that are part of the standard RuhrGold BV assortment, then the Customer owes RuhrGold BV the following cancellation costs:
- 100% of the invoice amount involved in the Agreement (excl. VAT) for Day and Chilled products;
- 15% of the invoice amount associated with the Agreement (excl. VAT) for Long-life products;
- If the Customer cancels an Agreement concluded with RuhrGold BV and the Agreement relates to the purchase, sale and / or delivery of Products that do not form part of the standard assortment of RuhrGold BV, such as Products that were manufactured at the request of the Customer or by RuhrGold BV if the Customer has ordered elsewhere, the Customer will owe RuhrGold BV the following cancellation costs:
- 100% of the invoice amount involved in the Agreement (excl. VAT);
- If it is the Customer's fault that purchased / ordered Products cannot be delivered, RuhrGold BV will regard this as a cancellation of the Agreement.
ARTICLE 6. DISSOLUTION
- The Parties are only permitted to dissolve the Agreement - in part or in full - on the basis of the relevant provisions in this article.
- RuhrGold BV has the right to terminate the Agreement concluded with the Customer - and any related Agreement - with immediate effect, either wholly or partially, by registered letter or to cancel it if:
- Customer is in default with regard to the fulfillment of his obligations under any Agreement with RuhrGold BV;
- if (provisional) suspension of payment or bankruptcy is applied for by or at the expense of the Purchaser;
- The customer is declared bankrupt;
- the business of the Customer is liquidated or discontinued;
- control within the business of the Customer - whether or not by means of a share transaction - is transferred;
- an attachment is levied at the expense of the Customer and this influences proper compliance with the Agreement; then yes
- Customer is otherwise no longer deemed to be able to properly fulfill the obligations under the Agreement.
- If the Agreement has been dissolved or terminated by RuhrGold BV, its claim against the Customer, plus statutory (commercial) interest, damage and costs, is immediately and fully claimable without further notice of default.
- If force majeure on the part of RuhrGold BV lasts longer than six (6) months, the Parties are entitled to dissolve the Agreement in writing by registered letter for the part of the Agreement that has not yet been executed. In that case the parties are not entitled to reimbursement of costs or damage as a result of the dissolution.
ARTICLE 7. CHANGED CIRCUMSTANCES
- If RuhrGold BV suspects that the Customer is no longer creditworthy for the fulfillment of its obligations under any Agreement concluded with RuhrGold BV, RuhrGold BV is authorized to only deliver cash on delivery or to demand payment in advance.
ARTICLE 8. QUANTITIES, DEROGATIONS
- Quantities ordered by the Customer are automatically adjusted by RuhrGold - taking into account the deviations referred to in this article - to the minimum quantities / packaging units it uses.
- RuhrGold BV is authorized to deviate on delivery of meat, meat products, chicken, game, poultry, fish, potatoes, vegetables, fruit, cheese and other dairy products upon delivery to 10% of the ordered weight.
- If the Customer has not informed RuhrGold BV in writing within two (2) hours of receipt of a delivery that there is an objection to a delivery that deviates from an order in terms of quantity, the quantity stated on the delivery note will be deemed to be the delivered accurate and complete.
ARTICLE 9 PERFORMANCE OF THE AGREEMENT
- RuhrGold BV will execute the Agreement to the best of its knowledge and ability. The obligations arising from the Agreement for RuhrGold BV only concern best efforts obligations.
- RuhrGold BV has the right to have (part of) the Agreement executed by third parties.
- The Customer shall ensure that all data, of which RuhrGold BV indicates that these are necessary or which the Customer must reasonably understand to be necessary for the performance of the Agreement, is provided to RuhrGold BV in a timely and correct manner. If the information required for the implementation of the Agreement has not been provided to RuhrGold BV in time, any delay in the implementation of the Agreement will not be attributable to RuhrGold BV. In that case, RuhrGold BV also has the right to suspend the execution of the Agreement and / or to charge the Customer for the costs resulting from the delay in accordance with the usual rates.
- Due to additional or different orders, the originally agreed term for the implementation of the Agreement may be changed without this being in any way enforceable against RuhrGold BV.
ARTICLE 10 PERFORMANCE PERIODS
- The delivery times indicated by RuhrGold BV are only approximate and are never strict deadlines, unless a specific delivery date is explicitly guaranteed in writing by RuhrGold BV.
- In the event of late delivery, RuhrGold BV must be given written notice of default by the Customer prior to being in default and must be given the opportunity to meet its obligations within a reasonable period of time.
- Exceeding the stated delivery times does not entitle the Customer to complete or partial dissolution of the Agreement and / or compensation, unless the Customer proves intent or deliberate recklessness on the part of RuhrGold BV.
- If delivery cannot take place within the agreed period, RuhrGold BV is entitled to partial deliveries. In that case, RuhrGold BV is also entitled to invoice each partial delivery separately in accordance with the Agreement.
- Partly due to the fact that proper performance of the Agreement depends on unforeseen factors that cannot be influenced by RuhrGold BV, all delivery periods stated by RuhrGold BV are only indicative. No term is fatal in the sense of article 6: 83 sub a BW, unless explicitly agreed in writing.
ARTICLE 11 PLACE AND METHOD OF DELIVERY
- Unless otherwise agreed in writing, all deliveries within the Netherlands take place on the condition: "delivery ex-warehouse Customer".
- The delivery time specified by RuhrGold BV is always approximate and is never a deadline. Exceeding this term does not give the Customer the right to terminate the Agreement, unless the delivery time is exceeded such that it can no longer be required to maintain the Agreement in accordance with the requirements of reasonableness and fairness of the Customer.
- Each partial delivery is considered as a separate delivery within the meaning of these General Terms and Conditions.
- Unless expressly agreed otherwise, a normal, customary, commercial quality of Products is supplied.
- If the Products are not purchased or are not taken on time, the Buyer will be in default without further notice of default and will be obliged to compensate all damage arising for RuhrGold BV from this.
- RuhrGold BV has fulfilled its delivery obligation (s) by offering the ordered items to the Customer once or having them offered. The carrier's report always serves as full proof of the offer to deliver. If and insofar as there is a refusal of acceptance, the costs for the return freight, storage costs and other costs will be borne entirely by the Customer.
ARTICLE 12 TRANSFER OF RISK AND TRANSPORT
- RuhrGold BV only determines the method of transport of orders. Transport takes place according to the delivery schedule established by RuhrGold BV. If the Customer wishes a different (read: more expensive) way of transport, or if the place or time of delivery changes due to circumstances that are for the account of the Customer, the additional costs thereof will be charged to the Customer.
- The customer is obliged to ensure that there are sufficient loading and unloading options at the delivery location, delivery can take place with the shortest possible waiting time, the loading and unloading location can be easily reached and conventional means of transport can be used. Load carriers must be placed directly behind the first entrance door of the building or be able to be taken along by RuhrGold BV.
- If RuhrGold BV, at the request of the Customer, delivers or collects Products at a location that is further than the first access door of the Customer's premises, it is not liable for deterioration, loss of quality or any other damage that occurs during that part of loading or release.
- The General Transport Conditions and the CMR conditions apply to the transport of orders.
- The (economic) risk with regard to the items to be delivered by RuhrGold BV will be transferred entirely to the Buyer upon the actual delivery of the items at the delivery address stated on the packing slip, or at least upon actual delivery to the Buyer's warehouse.
ARTICLE 13 EMBALLAGE
- Packaging suitable for one-time use is deemed to be included in the price of Products from RuhrGold BV. The Customer will not be charged a separate deposit for such packaging, unless RuhrGold BV is obliged to do so by the government or if this is explicitly stated on the invoice.
- If delivery takes place on 'euro pallets' or on pallets that are part of a pallet pool, RuhrGold BV will charge these pallets to the Customer as packaging, unless an equal number of identical, undamaged, pallets are returned upon delivery.
- If RuhrGold BV is required by the Purchaser or by the government to take with it the delivery of Products, (over) packaging, residual material, etc., the related costs, including costs for on-site destruction, will be entirely at the Purchaser's expense.
- Packaging such as roll containers, crates, boxes, pallets and the like, insofar as not intended for single use, remains the property of RuhrGold BV, even if no deposit is charged to the Customer for this. The risk of damage or loss of packaging rests with the Customer until it is returned to RuhrGold BV in good order.
- The customer is obliged to return empty packaging to RuhrGold BV as soon as possible, unless expressly agreed otherwise. RuhrGold BV is only obliged to take packaging with it if it is in good condition, is clean, contains no waste and residual material and - insofar as the packaging concerns roll containers - was delivered to the Customer by RuhrGold BV at an earlier moment.
- Empty goods to be returned by the Customer must be sorted in the corresponding crates and boxes. Upon return of unsorted crates and boxes, a sorting fee will be charged to the Customer.
- Packaging will be taken back at the amount of deposit charged by RuhrGold BV to the Customer for this. The relevant invoice will be credited after the packaging material has been returned to the RuhrGold BV warehouse.
- Upon return of slightly damaged packaging and packaging that is not free of waste or residual material, RuhrGold BV reserves the right to credit a lower amount than the deposit charged. In the event of serious damage to packaging, no amount is credited and the packaging material is at the disposal of the Customer. RuhrGold BV will inform the Customer of this.
- Upon return of crates from RuhrGold BV (recognizable by the RuhrGold BV logo), a washing fee will be charged to the Customer.
ARTICLE 14 RETENTION OF TITLE, STORAGE AND INSURANCE
- The ownership of goods to be delivered by RuhrGold BV pursuant to the Agreement will only transfer to the Customer after the Customer has fully complied with all its (payment) obligations, for whatever reason, towards RuhrGold BV.
- Despite the retention of title of RuhrGold BV, the delivered goods are held by the Customer at its own expense and risk.
- The customer is obliged to store the goods, the ownership of which still rests with RuhrGold BV, clearly separated from other goods, properly and securely, or to have RuhrGold BV make sound and safe storage options available, or at least RuhrGold BV. set.
- The customer is obliged to properly insure the aforementioned properties on behalf of RuhrGold BV and to keep them insured against fire, explosion and other damage as well as against theft and to make the policy of these insurance policies available for inspection upon first request by RuhrGold BV. In the event of payment of the insurance, RuhrGold BV is entitled to the tokens.
- The Customer may not dispose of items that are still owned by RuhrGold BV other than in the normal practice of its profession or business. As long as the ownership of goods delivered by RuhrGold BV has not yet been transferred to the Customer pursuant to this article, the Customer is not entitled to proceed to have these goods processed or processed.
- The Customer may not use (or cause someone else to use) goods that are still owned by RuhrGold BV to provide any form of security.
- As long as the aforementioned obligations have not been met, the customer is not entitled to dispose of the items subject to retention of title or to establish a (possessionless) lien thereon. If the Buyer nevertheless brings such items under the control of a third party, the Buyer is obliged to reserve ownership of these items.
- If the Customer does not fully comply with any (payment) obligation, for whatever reason, towards RuhrGold BV, RuhrGold BV is entitled to take back the goods that still belong to it, or have them taken back, without being obliged to pay any compensation. The Purchaser is obliged to provide all desired cooperation for this upon first request, on pain of an immediately payable fine of € 1.000 per day, or a part thereof, on which the Purchaser does not cooperate or does not cooperate sufficiently. All costs of withdrawal within the meaning of this article are for the account of the Customer. The Customer grants RuhrGold BV these conditions in advance with an irrevocable authorization to enter all the spaces used by or for the Customer in implementation of this article.
ARTICLE 15. CUSTOMER INFORMATION OBLIGATION
- If the Customer foresees or must reasonably foresee that he will fail to comply with one or more obligations under this Agreement, he is obliged to immediately inform RuhrGold BV in writing, stating the reasons and the likely duration.
- The customer must always provide RuhrGold BV actively - solicited and unsolicited - with all information that is important to RuhrGold BV in the context of the Agreement.
- If the Customer does not, not timely or not fully comply with what is stated in this article, the customer will not be entitled to force majeure with regard to his obligations under the Agreement towards RuhrGold BV.
ARTICLE 16 COMPLAINTS, RETURN OF BUSINESS, LIMITATION PERIOD
- The buyer must immediately have the delivered goods checked or have them checked for any deviations from what has been agreed upon. Visible damage or defects that can already be detected upon purchase in one of the sales areas of RuhrGold BV (including shortages) must be reported immediately by the Customer. If the Customer opens, breaks or damages packaging or Products before they have been paid for, the Customer undertakes to purchase and pay for the Products concerned.
- Upon delivery of the Products at the location specified by the Customer, visible damage, defects or shortcomings must be made known by the Customer to the delivery note, bill of lading or otherwise in writing to RuhrGold BV, failing which the delivery note serves as complete proof that the Customer has received the Products upon delivery in a sound and undamaged condition.
- Complaints about deficiencies or defects regarding the delivered goods that are not immediately noticeable must be reported by the Customer to RuhrGold BV immediately, but no later than within two (2) hours after delivery. After the aforementioned period has expired, the delivered goods will be deemed irrevocably and unconditionally accepted by the Customer.
- Any right of claim of the Customer against RuhrGold BV that relates to - or is related to - errors in the delivery or defects in or to Products supplied by RuhrGold BV, expires irrevocably as soon as the aforementioned period has expired, as well as in the situation in which the Customer RuhrGold BV does not cooperate sufficiently with regard to an investigation into the merits of the complaints. The Products to which complaints relate must remain available for inspection by RuhrGold BV in the condition in which the Products were at the time that the defects were found.
- The right to complain expires after the Customer has taken the delivered into use, has processed or processed it, or has it taken into use, has it processed or processed, or has passed it on to third parties, unless RuhrGold BV has given explicit written permission for this or the supply concerns durable consumables to which a factory warranty applies.
- If a complaint is well founded and the aforementioned procedures for making announcements have been complied with, RuhrGold BV will, at its own discretion, repair the defect, deliver a replacement product or - if the purchase price for the product concerned has already been invoiced - credit the amount corresponding to the justified complaint. In this context, RuhrGold BV will never be obliged to compensate the Customer for any damage. The liability of RuhrGold BV is limited to the value of the delivered Products that have been complained about.
- Complaints and complaints do not give the Customer the right to suspend payment of any invoice. The claim period on invoices sent by RuhrGold BV is a maximum of 5 days after shipment. If an invoice is not protested in time, it will be deemed to correctly represent the underlying transaction (s) with RuhrGold BV and to have been approved by the Customer.
- Every complaint from the Customer must contain a description of the defect that is as detailed as possible, so that RuhrGold BV is able to respond adequately.
- The customer must give RuhrGold BV the opportunity to investigate a complaint or have it investigated. If it is established that a complaint is unfounded, then the costs that arise for RuhrGold BV as a result, including the research costs, will be borne in full by the Customer.
- RuhrGold BV does not guarantee any defects that are the result of errors or incorrect or incomplete information from the Customer.
- The customer must keep defective items at the disposal of RuhrGold BV. By submitting a complaint, the payment obligation of the Customer with regard to the matters in dispute is not suspended.
- Complaints are only valid insofar as the packaging of the goods is still in its original and undamaged condition. If the goods are visibly damaged externally on arrival, the Customer must make a written reservation with respect to these goods to the carrier and - contrary to the above - must inform RuhrGold BV within twenty-four (24) hours of receipt of the goods .
- Defective items can only be returned after prior consultation with RuhrGold BV.
- If goods have been processed by the Customer, a complaint is no longer permitted, even if it is submitted on time. In such cases, RuhrGold BV is not obliged vis-à-vis the Customer to pay any compensation for costs or damage of whatever nature.
15. Verbal complaints and complaints submitted after the expiry of the period (s) referred to in this article will not be accepted by RuhrGold BV.
16. If goods that have been delivered under a manufacturer's or importer's warranty are returned for assessment of the warranty by the manufacturer or importer concerned, the costs that may arise for RuhrGold BV may be charged to the Customer.
17. Under conditions to be set by RuhrGold BV, goods already delivered can be taken back with credit for the invoice sent, provided that the goods are still in their original condition and packaging and still belong to the current RuhrGold BV assortment. Delivered goods will be returned no later than thirty (30) days after delivery date.
- Submitting complaints does not relieve the Customer from payment in accordance with the invoice.
- The limitation period of all claims against RuhrGold BV is two years after delivery.
ARTICLE 17 PAYMENT AND COLLECTION COSTS
1 Invoicing of delivered Products and services is done exclusively in name and customer number. Payment of the final amounts of the sales invoices of RuhrGold BV must be made in cash or by issuing a direct debit authorization. Customer is not entitled to any discount or compensation, unless this has been confirmed in writing to Customer by RuhrGold BV.
- Payment of invoices from RuhrGold BV must be made in the currency invoiced by RuhrGold BV and within 14 days after the invoice date, unless RuhrGold BV has explicitly indicated otherwise in writing and / or electronically.
3 The period referred to in paragraph 2 of this article is a strict deadline. If no full payment has been made within that period or if (extra) judicial suspension of payment, bankruptcy or a debt rescheduling arrangement has been requested or pronounced with regard to the Purchaser, the Purchaser is deemed to be in default. The claim against the Buyer is fully claimable from that moment - without further notice of default or demand.
4 In the case referred to in paragraph 3 of this article, the Customer will also owe statutory commercial interest on the outstanding amount, whereby a part of a month will be regarded as a full month. In that case, the Customer also owes a contractual penalty interest of 1,5% of the outstanding principal sum per month on the outstanding claim.
- The aforementioned payment method can only be deviated from if and insofar as RuhrGold BV has explicitly notified the Customer in writing of a different payment method. In those cases, all payments must be made within the specified payment period, calculated from the invoice date.
6 The payment term made known to the Purchaser can be regarded as a strict deadline. When paying by bank, either by transfer or by direct debit, the day of transfer to the account of RuhrGold BV counts as the day of payment.
7 All costs related to the collection of amounts owed, including extrajudicial (collection) costs, are for the account of the Customer. The extrajudicial costs are determined at least 15% of the principal sum of the amounts owed, with a minimum of € 50,00 and without prejudice to the right of RuhrGold BV to charge the Client further reasonable costs.
- RuhrGold BV has the right to deduct the payments made by the Customer from outstanding costs, (commercial) interest or principal, such at the discretion of RuhrGold BV.
- The Purchaser is never entitled to set off the amounts it owes RuhrGold BV against any counterclaim, for whatever reason, that the Purchaser would have against RuhrGold BV. This also applies if a suspension of payment and / or bankruptcy or a debt rescheduling arrangement has been requested or pronounced with regard to the Customer.
- Customer is not entitled to suspend its (payment) obligations under the Agreement.
- If the Purchaser is in default with regard to its obligations in connection with late payment, all reasonable costs ensuing from this for RuhrGold BV for obtaining out-of-court settlement shall be borne by the Purchaser, without prejudice to RuhrGold BV's right to full compensation.
- At the first request of RuhrGold BV, the Customer is obliged to provide proper security for the fulfillment of its payment obligations.
ARTICLE 18 COMPENSATION, SETTLEMENT
1 RuhrGold BV is entitled:
- set off debts to the Purchaser against receivables from the Purchaser; and
- set off debts to the Customer against claims it has on companies affiliated with the Customer and / or to the shareholder / management of the Customer affiliated companies.
- RuhrGold BV is also entitled to set off debts to the Purchaser against claims from other affiliated companies, as well as claims against the Purchaser of RuhrGold BV itself. This settlement right applies to RuhrGold BV vis-à-vis:
- Customer; and / or
- companies affiliated with the Customer; and / or
- to the shareholder / management of the Customer and its affiliated companies.
- RuhrGold BV is furthermore entitled to set off its claims against the Buyer against debts of other companies affiliated with RuhrGold BV or RuhrGold BV itself to:
- Customer; and / or
- companies affiliated with the Customer; and / or
- companies affiliated with the shareholder / management of the Customer.
ARTICLE 19 FORCE MAJEURE
- Force majeure is understood to mean, in addition to what is understood in legislation and case law, all external causes, foreseen or unforeseen, over which RuhrGold BV cannot exercise any influence and as a result of which it is unable to fulfill its obligations under the Agreement. Force majeure releases RuhrGold BV from its contractual obligations as long as the force majeure continues, including force majeure on the part of the supplier of RuhrGold BV and / or strikes.
- During the period that she is unable to execute the Agreement due to force majeure, RuhrGold BV is entitled to suspend its obligations under the Agreement for a period of time equal to that of the continuation of the force majeure, or other circumstances of such a nature.
3 If the force majeure situation on the part of RuhrGold BV lasts longer than a week for the delivery of Sustainable products, or takes longer than 24 hours for the delivery of Day and Cool Fresh products, then the Buyer has the right to make deliveries during the force majeure period. should have taken place free of charge. In that case, the customer is not entitled to compensation for any damage suffered.
- If the period of force majeure lasts longer than two months, each of the Parties is entitled to cancel the Agreement free of charge against full payment to RuhrGold BV by the Customer of the goods already delivered.
ARTICLE 20 LIABILITY AND DISCLAIMER
- If RuhrGold BV should be liable vis-à-vis the Customer for damage suffered by the Customer, this liability is limited to the provisions of these provisions.
- RuhrGold BV, its employees or third parties engaged by it, are not liable for any damage on the part of the Customer with regard to any delivery obligation, the delivery of goods, the goods delivered themselves or their use, properties or quality of the goods sold and / or delivered , or any work, services or advice provided by RuhrGold BV or on its behalf, including damage as a result of improper performance of a repair or delivery obligation.
3. RuhrGold BV is not liable for damage suffered by the Customer, unless it is seriously blamed for this. RuhrGold BV will only be seriously reproached if the Customer proves intent or deliberate recklessness on the part of RuhrGold BV.
- During the (internal) transport and storage of Products delivered by RuhrGold BV, the Customer must act in accordance with the applicable laws and regulations, including the HACCP standards and storage regulations, failing which no liability can be accepted for (damage resulting from) of) defects in Products.
- If, in its opinion, RuhrGold BV is forced to take measures or to cooperate with recall actions initiated by producers to prevent (further) damage as a result of claims by consumers due to a lack of delivered Products, the Customer undertakes to comply with such measures to cooperate and, if necessary or desirable, to participate in the liability of the producer by RuhrGold BV.
- Insofar as the Products delivered by RuhrGold BV are provided with an expiration date (tht code), RuhrGold BV no longer accepts any liability for consumption or use of these Products after the expiration date. The Customer must guarantee that Products on which an expiry date is stated will no longer be processed or sold after their expiry date. The Purchaser explicitly indemnifies RuhrGold BV against all claims from third parties in respect of damage resulting from consumption or the use of Products supplied by RuhrGold BV, if these have been processed or processed by the Purchaser after the expiry date. consumed or sold.
- Because the normal control possibilities with regard to the quality control of articles when selling to brokers are no longer possible, the Customer is not permitted to sell articles from one of the Exclusive Brands, Fancy Labels or Private Brands that are conducted by RuhrGold BV to brokers. In the event of a violation of this prohibition, RuhrGold BV excludes any liability and RuhrGold BV will recover any damage from the Customer.
- RuhrGold BV is not liable for damage of any nature whatsoever caused by the fact that RuhrGold BV relied on incorrect and / or incomplete data provided by or on behalf of the Customer.
- If RuhrGold BV should be liable towards the Customer for damage suffered, then RuhrGold BV's liability is at all times limited to the amount that is paid out as compensation by its insurer.
- In the absence of liability coverage under an insurance policy, the liability of RuhrGold BV is limited to a maximum of the costs for replacing the sold and / or delivered and / or taking back the sold and / or delivered goods and crediting to the sold and / or delivered goods invoiced amount.
- Any liability of RuhrGold BV only relates to direct damage suffered by the Customer. Liability for consequential damage is excluded. Direct damage is understood to mean: the reasonable costs incurred to ensure that the defective performance of RuhrGold BV complies with the Agreement. This also includes reasonable costs for determining liability and scope of the damage as well as reasonable costs for preventing or limiting damage, the latter insofar as the Customer demonstrates that these costs have actually led to a limitation of direct damage suffered as referred to in these general terms and conditions. . Consequential damage is understood to include: lost profit, missed savings, damage due to business stagnation, personal injury, transport costs and travel and accommodation costs.
- The Customer indemnifies RuhrGold BV against all claims for damages from third parties in connection with goods delivered to the Customer by RuhrGold BV or services provided to the Customer, except insofar as this damage in relation to the Customer under these general terms and conditions is borne by RuhrGold BV.
- The customer must, under penalty of forfeiting its right to compensation, within fourteen (14) calendar days after it has discovered the existence of the damage, for which RuhrGold BV may be liable, to inform RuhrGold BV in writing with an as accurate as possible statement of the cause. , nature and extent of the damage. In any case, the right of the Customer to compensation for damages will lapse by law after the expiration of six (6) months after the time at which the delivery of the goods (or services) should have taken place or took place under the agreement.
- The goods delivered by RuhrGold BV meet the agreed quality standards. However, RuhrGold BV does not guarantee, and is never deemed to have guaranteed or warranted, that the goods delivered are suitable for the purpose for which the Customer or the customers of the Customer wish to process, process or use (or have them used) or used. The customer indemnifies RuhrGold BV against liability for its possible customer (s).
ARTICLE 21 UNCONNECTED PROVISIONS
- If it is established in court that any provision of the present General Terms and Conditions is or will become wholly or partially non-binding, this will not affect the other terms and conditions.
ARTICLE 22 TRANSFER AND EXPIRY OF RIGHTS
- RuhrGold BV is authorized to transfer all or part of its rights from the Agreement (s) to third parties.
- Any claim against RuhrGold BV will lapse if RuhrGold BV is not legally involved within 12 months after receipt of the claim relating to that claim.
ARTICLE 23 AMENDMENT OF GENERAL CONDITIONS
- RuhrGold BV reserves the right to unilaterally change these General Terms and Conditions at any time. Changes will be notified to the Customer in writing, including by e-mail, and will come into effect one month after the date of the announcement, unless stated otherwise in the announcement.
- If the Buyer does not objected to this change (s) within one month after the date of the announcement of the change to the conditions, the Buyer is deemed to have accepted the change (s).
ARTICLE 24 DISCLAIMER AND ASSISTANCE BY THE CUSTOMER
- The customer indemnifies RuhrGold BV against any claims from third parties who suffer damage in connection with the implementation of the Agreement without this being attributable to RuhrGold BV.
- If RuhrGold BV may be approached by third parties, the Customer is obliged to assist RuhrGold BV both in court and outside it, as far as reasonably possible, and to offer support without requiring any compensation from RuhrGold BV. The customer is also obliged to pay RuhrGold BV a reasonable compensation for costs, including costs of legal assistance, that RuhrGold BV incurs as a result of being approached by third parties without this being attributable to it.
ARTICLE 25 APPLICABLE LAW, DISPUTES AND COMPETENT COURT
- All legal relationships between the Parties, including the conclusion and content of the Agreement, are exclusively governed by Dutch law, even if an obligation is fully or partially implemented abroad or if the Customer is domiciled abroad. The applicability of the Vienna Sales Convention is excluded.
- If a dispute arises between RuhrGold BV and the Customer about the establishment, interpretation, execution or non-execution, incorrect or late execution of an Agreement or other legal relationship concluded between the parties, or if one of the parties believes that such a dispute exists is obliged to try to reach agreement through negotiation before submitting the dispute to the civil court.
- The court of Rotterdam has exclusive jurisdiction to hear disputes from the Agreement (s) concluded with RuhrGold BV, unless the sub-district court has jurisdiction. RuhrGold BV also has the right to submit a dispute for decision to the competent court in the place of business of the Customer.
ARTICLE 26 FIN PLACE CONDITIONS
These General Terms and Conditions have been established per 1 in March 2017 and filed with the Haarlem District Court.
The latest deposited version or the version that applied at the time of the conclusion of the Agreement with RuhrGold BV always applies.
ARTICLE 27 FINAL PROVISIONS
- Applicable to the mutual legal relationship (s) between the Parties is always that version of the general terms and conditions of RuhrGold BV, which was lastly declared applicable to it and handed over to the Customer.
- The Dutch text of these general terms and conditions is always decisive for the explanation thereof.
- Inscriptions above the articles in these general terms and conditions are only intended to improve readability and are not a means or indication for interpretation.
- At the first request of the Customer, a copy of the general terms and conditions declared applicable to the mutual legal relationship (s) between the Parties will be sent by RuhrGold BV free of charge.