These terms and conditions are partially automatically translated from Dutch. By typos and/or misunderstandings, we refer to the Algemene voorwaarden which is leading.
Article 1 Applicability
1. these general conditions apply to all our offers and on all our agreements, in particular the agreements relating to delivery of goods to our buyers.
2. Where in these terms and conditions refers to Buyer? Refers to the natural or legal person, with which we have concluded a purchase agreement, or the one who gave the command for on behalf of the company.
3. Of all what is in these general conditions, can only be derogated from, when expressly agreed in writing.
4. If the buyer refers to (his) terms and conditions, the terms of the buyer does not apply. Unless the terms and conditions do not conflict with these terms and conditions. A otherwise conditions of the Buyer does not effect these terms and conditions.
5. Where in these terms and conditions refers to, supply (of products), these also include the provision of services and work.
Article 2 Quotes
1. All our offers should be viewed as invitations to the prospective buyer, to make an offer. They do not bind us, unless in the offer itself it is explicitly and unambiguously (written).
The order given to us is considered an offer, which only after written confirmation on our part (called order confirmation) can be considered as accepted.
2. Part of our quotations are (in particular with regard to the in the previous paragraph): designs, drawings, models, samples, descriptions, pictures and the like, and any attachments and documents which are on our offers.
3. If the order which refers to our offer, is not made within 3 months after the date we made the offer, we can invoice the buyer for the costs that where made to make the offer.
Article 3 establishment agreement
1. a order with us, only is valid after we have confirmered the order in writing. To be more precise: from the time when we have sent the order confirmation.
2. the buyer is, to his order, in any shape or form given to us, bound for a period of 8 days from the date of the order. A statement from the buyer that he wish to cancel or change its order, issued in these 8 days, cannot prevent an agreement based on the original order, as we have accepted the order/confirmed within this period of 8 days.
3. We assume that the sent order confirmation we sent to the buyer, the contents of the agreement is complete and correct. If the buyer disagrees, he should let us know in writing within 8 days after order confirmation is sent..
4. Any additional agreements and/or commitments made and/or done by our staff, or on behalf of us and/or done by other people as a representative action, bind us only if these agreements and/or commitments to representation by our competent Director (s) have been confirmed in writing.
Article 4 prices
1. Our prices are exclusive VAT and-unless expressly otherwise agreed in writing-excluding costs for packaging, transport and other costs.
2. the prices quoted in tenders, contracts and order confirmations are based on the cost factors such as exchange rates, manufacturers prices, raw material and material prices, wage and transport costs, insurance premiums, taxes, duties and other governmental charges, which at the time the contract was signed.
3. We reserve the right, as of the date on which the agreement came about, but before the day of delivery, increases in one or more of the cost factors occur, this increases to be charged to the buyer.
We reserve the right, in such case, to dissolve the agreement in whole or in part without judicial intervention. The buyer also has this right, as we are within 3 months after the conclusion of the agreement on the position that from changes in the cost increase of the price listed in the order confirmation.
If the buyer makes use of this right, he must, within 5 days of receipt of the relevant communication from us, let us know by registered letter.
Article 5 Delivery/delivery times
1. the delivery times indicated by us go on the day on which the agreement has been concluded, as all the information we need for the implementation of the order is in our possession. The delivery times indicated by us shall not apply as a deadline in the agreement, unless otherwise agreed.
In the event of late delivery, we need to be in default in writing.
In case the situation is different from the above and in the agreement on a penalty exceeding the delivery time has been agreed, it is not payable when exceeding the delivery time is due to the General conditions listed in article 10, of these cases of force majeure.
2. Unless otherwise agreed in the order confirmation, the delivery of goods is at the expense and risk of the buyer.
3. unless the buyer provides a freight forwarder, we will sent the products on a, for us, beneficial way, with us choosing the forwarding agents, at the expense and risk of the buyer.
4. requests from the buyer to arrange transport in a different way, are at the expense and risk of the buyer.
5. If the delivery takes place in parts, we have the right to consider every delivery as a separate transaction.
6. the purchaser must decrease the purchased within the agreed time.
If this does not happen, then we are entitled to on-at our discretion-under the provisions of article 6:60 civil code, that the competent judge will release us by our commitment to deliver the agreed services, or to without prior notice of default payment of purchase price of the uncollected portion to be recovered.
If the buyer does not meet his payment obligation, we are entitled to declare dissolved the contract without legal intervention.
If the buyer defaults as described above, it is understood that the goods have been delivered and we will store the good for the account and risk of the buyer, against payment of all resulting costs.
Article 6 advertising by buyer
1. the buyer is responsible for the accuracy and completeness of-and is responsible for the data it has provided to us..
The goods delivered by us may deviate from the description in the order if and in so far as it comes to small size differences, quantity differences and subordinates changes.
2. complaints by the buyer, concerning defects in matters that are observable by the buyer no later than within 8 days after delivery or within 8 days of the invoice date, if the goods are (could) not delivered to the purchaser, be notified to us. This must be made by registered letter with a clear and accurate description of the complaint, stating the invoice, with which the relevant business is invoiced. Buyer needs to carry out a careful and timely control.
3. Defects that were not discernible at the time of delivery, nor in a careful and timely control could prove, by the purchaser within 8 days of the importance of these defects shall be notified to us in the manner set out in paragraph 2.
4. Any right of action by the purchaser for defects in goods delivered by us, is void if:
a. the deficiencies are not remedied within this time limits (2) and (3) and/or not on the manner indicated there notified to us;
b. the buyer does not/insufficient cooperate with us to launch adequate investigations to the merits of the complaints;
c. the buyer not treated, used, saved, or maintained or he has used or handled under the business circumstances or for purposes other than provided by us;
d. the application of the use of the business with respect to which the complaints are voiced by the buyer is continued;
e. the agreement mentioned in the individual warranty expired or, if such a term is missing, the complaints first be expressed after a period of more than 12 months since the delivery time has expired.
5. In disputes about the quality of the goods delivered by us will be a desk of good known by us indicated a binding judgment.
Article 7 Liability
1. guarantee obligations in the matter only if the goods delivered by us not by third parties (such as manufacturers) have been taken, the buyer towards us (warranty) claims.
In this case, our liability is limited to defects caused by manufacturing and material defects.
2. in the event of a claim we are, if the merits of the claim, is determined by us on the quality, and also liability for us as referred to in paragraph 1 exists, just kept to this at our discretion:
a. (free of charge) recovery of defects;
b. delivery of replacement goods or parts, after receipt of the defective goods or parts;
c. refund of the purchase price received/sent invoice to the buyer a final value fee credit with dissolution without legal intervention of the agreement, everything as far as the purchase price, the invoice and the agreement on the delivered defective goods;
d. a in consultation with the buyer paying compensation in other forms referred to above.
3. If the buyer without prior, express written consent to the business carried out repairs and/or modifications/do run, will void any warranty obligation on our part.
4. Subject to any obligations of us under the above we are never obliged to pay any compensation to the buyer and others, unless there is intent or fault on our part (by those who hold us liable in law with the means to show).
In particular, we are also never be liable for consequential or trading loss, direct or indirect damages whatsoever including loss of profit and stoppage loss-suffered by the client, its servants and employed by him or third parties arise at or, by whole or partial (re) deliveries of business, delayed or defective delivery, or failure of delivery of goods or by the business itself.
5. the buyer is not entitled to return the product with no motivated claim. This shall be without valid reasons, then all costs connected to return at the expense of the buyer. We are in that case free to store the products for the account and risk of the buyer at third parties.
6. the purchaser is obliged to indemnify us for all claims that third parties have with regard to the execution of the agreement to us if, as far as the law does not preclude the claims arising from this claim losses and expenses borne by the buyer.
Article 8 retention of title and security
1. goods delivered by us remain our property until full payment of all the buyer pursuant to, connected with or arising out of the goods delivered by us owe us. If we deem such a thing, we have the right of the buyer to fulfilment its obligations on security requirements.
2. the buyer is not entitled to give it in the non paid business property to establish non-possessory pledge or only ones other business or personal right for the benefit of a third to establish.
3. without prejudice to the above in this article, the buyer is allowed to sell the business to third parties, but only within the framework of its normal business operations. In this case, the buyer transfers the money to us, or if they are not against cash payment have been sold, the obtained claims to us.
4. If as a result of processing by the buyer the property right resting on the goods delivered by us is lost, the buyer must establish a non-possessory pledge on the products result from the working or processing.
5. We are entitled at any time to take the property of the buyer (or third parties) but to hold us in possession as soon as we reasonably assume that there is a real chance that the buyer will not meet his obligations . The foregoing does not affect the rights as we derive from the common law: in particular, we also reserve the right to claim the buyer after we have received the goods.
6. the buyer is obliged to reduce the risk of fire and theft in respect of the non paid products and on our request sent this insurance.
Article 9 Payment
1. Payment must be made in Dutch currency or euro unless otherwise agreed without any deduction or discount on the spot where we are located or by transfer to a bank or giro account designated by us in both cases immediately after delivery of the relevant business , At least no later than 30 days after the invoice date, all this unless explicitly agreed otherwise in writing. In case of payment by bank or giro, the date of crediting of our bank or giro account is the date of payment.
2. If the buyer fails to pay in full (full) payment in good time, he is in default without requiring a further notice of default. In that case, we have the right to suspend compliance with all our commitments with the buyer, without prejudice to all our rights under common law, if there is sufficient coherence with non-compliance with the buyer.
3. We are also entitled to demand cash payment for delivery of the goods, or guarantee for timely payment. In addition, we are entitled to dissolve the agreement without legal intervention, in which case the buyer is obliged to return the goods delivered or the obligation to reverse the performance performed by us otherwise without prejudice Our right to compensation. If the buyer fails with timely payment, he will forfeit to us or to the credit insurer of the seller, without further notice on our part, from the expiry date to the full payment date, interest equal to the statutory interest plus 4 % Per annum, calculated on the unpaid amount, which interest is immediately payable without further notice.
All costs incurred in the collection of invoiced amounts (including extrajudicial collection costs) are borne by the debtor. The extrajudicial collection costs amount to at least 15% of the principal with a minimum of € 50, - all excluding sales tax.
In addition, any adverse effect of price loss or otherwise late payment or non payment due to the buyer, even if the buyer has satisfied his payment obligations in accordance with the provisions in his country, but circumstances or measures are out of order Checking the transfer has occurred in our adverse manner.
4 Payments are deducted from the costs referred to in paragraph 3, in accordance with Article 6:44 Civil Code, after deduction of interest rates and, finally, the principal and current interest.
5. If a significant deterioration occurs in the buyer's financial position after the agreement has been reached but for the delivery of the goods, we are entitled to waive all or part of further execution of the agreement or a change of payment terms To claim.
6. Seller can transfer his claims arising from all transactions to a credit insurer to his choice.
Article 10 force majeure
Force majeure should be understood, any circumstance beyond our control which is of such a nature that compliance with the agreement can not reasonably be required from us (non-attributable failures in compliance).
Force majeure, war, riots and hostilities of any kind, blockade, boycott, natural disasters, epidemics, lack of raw materials, prevention and interruption of transport possibilities, interference in our company, import and export restrictions or prohibitions, impede barriers By measures, laws or decisions of international, national and regional (government) agencies. If we can not, by reason of force majeure, comply with our delivery obligation, not properly or in good time, we are entitled to suspend the agreement or the part not yet executed, or for a fixed or indefinite period. In case of force majeure, the buyer can not appeal to us for damages.
Article 11 Legislation
2S products are made for professional agriculture and horticulture. The buyer must at all times be informed of the locale legislation regarding the use of the 2S products. 2S International BV does not in any way accept liability for any indirect or direct damage caused by the use of 2S products.
Article 12 governing law
On the offers we have made and on all agreements we have entered into, only the Netherlands law is applicable.
Article 13 dispute resolution
All disputes of any nature related to / arising from agreements entered into by us and our deliveries are being investigated by the competent court in the Netherlands.