Lead 2 Fix B.V. (chamber of commerce number in the Netherlands 61676268) General Terms and Conditions of Sale
1.1 These Terms and Conditions of Sale apply to all negotiations between Lead 2 Fix B.V. (hereinafter: “the Company”) and each and every (future) buyer (hereinafter: “Buyer”) and will be part of all contracts of sale of products and therewith annexed contract (hereinafter: “Contracts”) which the Company concludes with each and every Buyer.
1.2 Any terms or conditions referred to by Buyer in any possible way or implied by trade, custom, practice or course of dealing, are hereby expressly excluded.
1.3 These Terms and Conditions of Sale may only be modified upon written agreement.
2. Formation of contract
2.1 Quotations, offers or any information in relation to the products given by the Company are without engagement and there shall not be a binding contract until (i) Buyer’s order is accepted in writing by the Company or (ii) the Company delivers the ordered products.
2.2 Buyer is bound to it’s order as long as the Company has not explicitly rejected such order.
2.3 The Company reserves the right to amend an offer, quotation or price at any time prior to acceptance in writing of Buyer’s order.
3.1 Unless explicitly otherwise stipulated all prices will be quoted and charged in Euro’s (€) exclusive of V.A.T. and will be based on delivery FCA.
3.2 In the event of any increase in the costs of material, rates of pay, overheads, transport or any other relevant factors, the Company is entitled to increase it’s prices accordingly and immediately.
4. Payment terms
4.1 Unless otherwise agreed upon in writing all payments shall be made to the Company in Euro’s (£), within 30 days following the date of the invoice without any set-off or discount. All payments shall be made into a bank account appointed by the Company.
4.2 From and including the first day payment is overdue until the date of full payment, all outstanding amounts will carry interest payable by Buyer at a rate of 2% per annum above the statutory commercial interest rate, without any notification or default being required.
4.3 In addition to the outstanding amounts and interests due to the Company, the Company is entitled to claim all costs with respect to the overdue payment, such as collection costs. The collection costs are fixed at 15% of the outstanding claim with a minimum of £ 750.00 (seven hundred and fifty Euro’s).
4.4 The Company is entitled to withhold delivery of the purchased products as long as payment of an invoice relating to these products or relating to any other products sold by the Company, is overdue, without prejudice to it’s right to claim damages.
4.5 Claims or complaints related to the Company’s performance shall not entitle Buyer to withhold payment to the Company.
4.6 In the event payment shall be made by letter of credit, Buyer shall bear the costs related thereto.
4.7 Notwithstanding above, payment for all orders shall become due immediately in the event that Buyer is adjudged bankrupt or insolvent, has a receiver or administrator appointed over its assets or enters into any composition with its creditors.
4.8 The title to any consignment of the products shall not pass to the Buyer until the Company has received payment of the price of them in full together with the full price of any other products the subject of any other contract with the Company. Until that time the Buyer acknowledges that it is in possession of the products solely as bailee in a fiduciary capacity for the Company.
5.1 Each delivery shall constitute a separate contract.
5.2 Unless otherwise agreed upon in writing delivery shall be FCA.
5.3 Delivery dates mentioned by the Company at any stage are approximate only and the Company shall not be liable in respect of any failure to deliver on any particular date of dates. Should delivery be delayed beyond a reasonable period of time Buyer shall be entitled to terminate the Contract.
5.4 If it has been previously agreed by the parties that delivery shall take place in stages on Buyer’s call, Buyer shall ensure that the time period within each partial delivery should be made is reasonable. If Buyer fails to do so, the Company shall be entitled to terminate the Contract in relation to the sold products within periods and quantities at its own choice.
5.5 Even if not agreed upon the Company is entitled to make part deliveries.
6. Packing Prices include packing in the Company’s standard packaging unless otherwise agreed upon in writing. In the event additional packing shall be required by or on behalf of Buyer or the carrier, appropriate charges may be made.
7. Installation If required by the Contract or specified in the purchase order, the Company shall install the products at the delivery address.
If Buyer would become insolvent or fail to pay all of it’s debts in full and in time or would make any arrangement in this respect with his creditors or if Buyer would become the subject of any measure provided for under the applicable law in respect of debtors unwilling or unable to pay any of their debts or if Buyer would fail to meet any of it’s obligations under any contract with the Company, the Company may, by notice in writing, cancel all or any of the existing contracts with Buyer, without prejudice to any other rights under any or our contracts with Buyer which will survive such cancellation.
9. Liability and claims
9.1 The Company’s maximum liability with respect to these Terms and Conditions of Sale and any resulting sale, arising from any cause whatsoever, including without limitation, breach of contract or negligence, shall not exceed the price specified herein of the product(s) giving rise to the claim.
9.2 In no event shall the Company be liable for damages of any nature (including but not limited to damages as a result of radiation sickness) arising out of, relating to and / or resulting from the purchase or (mis)use of the product(s) or any other cause whatsoever, including negligence.
10. Force majeure
10.1 An agreement shall be suspended for any period during which either party reasonably believes the parties are prevented or hindered from complying with their obligations under any part of the agreement, by any cause beyond their reasonable control including but not restricted to strikes, war, civil disorder, and natural disasters.
10.2 If such period of suspension exceeds one hundred and eighty (180) days, then either party may upon giving written notice to the other require that the agreement be terminated forthwith, and all money due to the Company must be paid immediately.
11. Governing Law/Entire Agreement
11.1 Each and every order shall be governed by, and construed in accordance with the laws of the Netherlands. All disputes shall be resolved by a court of competent jurisdiction in the court of Assen, the Netherlands, which will apply the law of the Netherlands.
11.2 The application of international conflict of law rules and CISG is expressly excluded.