General conditions of sale Revopal
TABLE OF CONTENTS:
Article 1- General
Article 2 - Applicability
Article 3 - The offer
Article 4 - Establishment of the agreement
Article 5 - Prices
Article 6 - Delivery
Article 7 - Shortcomings
Article 8 - Liability
Article 9 - Payment
Article 10 - Transfer of risk and ownership
Article 11 - Retention of title
Article 12 - Dissolution and withdrawal
Article 13 - Conversion, explanation and change of address
Article 14 - Applicable law
Article 1 - General
1.1 In these general terms and conditions, Revopal shall be understood to mean: Revopal B.V.
1.2 The Buyer: The natural or legal person (represented by a person authorized to do so) who enters into an agreement with Revopal for the sale and delivery of goods, or an agreement to perform work;
1.3 The Agreement: Any agreement concluded between Revopal and the buyer
for the sale and delivery of goods or the performance of
work and any amendment or addition thereto.
1.4 Delivered: The goods sold and delivered by Revopal to the buyer.
1.5 Digital content means data produced and delivered in digital form.
1.6 Distance agreement: an agreement entered into by Revopal with a buyer under an organized system for the sale, whether or not at a distance, of products, digital content and/or services, where, up to and including the conclusion of the agreement, exclusive or joint use is made of one or more techniques for distance communication.
1.7 Conditions: these general conditions of sale and delivery.
Article 2 - Applicability
2.1 These general terms and conditions apply to all legal relationships between Revopal and the buyer, including offers made and agreements concluded by it including any remote agreement concluded.
2.2 Before the agreement is concluded, the text of these general terms and conditions shall be made available to the client. If this is not reasonably possible, Revopal shall, prior to the conclusion of the agreement, indicate the manner in which the General Terms and Conditions can be inspected at Revopal and that the client, upon request, will be sent the General Terms and Conditions free of charge as soon as possible. The General Terms and Conditions may also be made available to the client electronically.
2.3 By accepting an offer submitted by Revopal, the client also accepts the applicability of these terms and conditions. Applicability of general terms and conditions of the client is expressly rejected by Revopal.
2.4 Deviations from and/or additions to these General Terms and Conditions shall apply only if and insofar as they have been expressly agreed in writing and accepted by an authorized representative of Revopal. An agreed deviation or addition only relates to the delivery for which it has been agreed.
Article 3 - Quotation
3.1 All offers and quotations, in any way made by Revopal, are without obligation, unless they contain a deadline for acceptance or unless otherwise stated in the quotation. If a non-binding offer is accepted by the client, Revopal is entitled to revoke the offer.
3.2 Offers and promises of intermediaries, representatives and/or employees engaged by Revopal shall be binding only if confirmed by Revopal in writing.
3.3 Revopal is completely free to accept or not accept orders from a Customer.
Article 4 - Establishment of the Agreement
4.1 The agreement is established at the moment that (1) Revopal confirms an offer or an order from the client in writing: (2) the order for delivery or the assignment to perform work under the agreement: (3) Revopal sends an invoice to the client for the agreement in question.
4.2 If the Client provides the order or assignment orally, Revopal's written order
or assignment confirmation shall be deemed to accurately reflect the contents of the agreement, unless the Client immediately notifies Revopal of its objections to this representation of the contents.
Article 5 - Prices
5.1 The offered and agreed prices are exclusive of sales tax and any other taxes and government levies due and are based on the price level of materials, wages, social charges and other cost factors on the date of delivery, unless expressly stated otherwise. Unless otherwise agreed, transport costs and costs related to insuring the goods shall be borne by the buyer.
5.2 The prices stated in the order confirmation shall be binding on the parties, subject to the risk arrangement set forth below in
article 5.3.
5.3 Revopal is entitled to change prices, even if they have already been confirmed in writing, as a result of market developments, unforeseen circumstances or force majeure, including: oil crisis, extreme price increases on the world market, strikes, weather conditions and natural disasters, all this if there is a period of more than three months between the conclusion of the agreement and the time of delivery. If the price charged is more than 10% higher than the initially agreed price, the customer shall be entitled to dissolve the agreement in writing immediately after the customer has been informed of the price increase. Thereafter, the right to dissolve expires. The customer is not entitled to dissolve the agreement on this ground if the price increase is due to government measures or freight rates.
Article 6 - Delivery
6.1 Agreed delivery terms are observed by Revopal as accurately as possible, but are not guaranteed. Stated or agreed delivery times are never to be considered as deadlines.
6.2 Revopal is entitled to make partial deliveries, in which case that which has been agreed between the parties regarding such sales shall apply to each delivery separately. Revopal is entitled to invoice the relevant partial delivery pro rata.
6.3 If delivery by Revopal does not take place within the agreed period, Revopal shall not be in default until the client has given it written notice to still deliver within a reasonable period, which reasonable period shall be at least 30 days, while the client remains obliged to take delivery.
6.4 Should default occur after notice of default, Revopal shall consult with the client about fulfilment or dissolution of the agreement. The client can only claim compensation for damage if this has been agreed in writing in advance. Any damage to be compensated by Revopal shall never exceed that part of the invoice amount relating to the goods not delivered, not delivered on time, not delivered correctly or not delivered in full.
Article 7 - Shortcomings
7.1 Upon delivery, the buyer must examine whether the goods comply with the agreement ( right product, right quality, right quantity, absence of damages, etc)
7.2 The Client must report a deficiency with respect to the delivered goods to Revopal as soon as possible, but no later than within 2 working days after he has become aware of this deficiency or should reasonably have become aware of it, on penalty of forfeiting the right to invoke the deficiency.
7.3 Changes in technical insights in the industry and/or government regulations are at the customer's risk. Minor or technically unavoidable deviations in quality, quantity, dimensions, color, size, etc. do not constitute grounds for complaint. The same applies to color differences due to light and/or weather influences.
7.4 Return shipments will only be accepted after prior written approval from Revopal. The costs and risks associated with returns are for the account and risk of the buyer.
Article 8 - Liability
8.1 If the client proves that Revopal is liable for an attributable shortcoming in the performance of the agreement, that liability shall be limited to compensation for damage attributable to intent or gross negligence on the part of Revopal or its employees, up to a maximum of the net invoice value of the delivered goods.
8.2 The buyer is aware that certain regulations apply to the products supplied by Revopal, such as (but not limited to) maximum load-bearing capacity, installation whether or not in open racks, installation whether or not in the open air, prevention of peak loads, installation of the products in damp rooms or under a sprinkler system, etc. The Customer is obliged to pass on these instructions to its customers upon sale/transfer. Revopal is not liable for damage that may result from incorrect use, for direct and/or indirect consequential damage (including damage due to business interruption) and damage from third parties.
8.3 Revopal is not liable for any damage arising in connection with the notifications, explanations or advice provided by Revopal (or agents, representatives and employees engaged by Revopal) in the broadest sense of the word, such as (but not limited to) with respect to loading, unloading, transport, storage, safekeeping, use, composition and/or suitability of the goods supplied by Revopal or third parties to the client.
8.4 Under no circumstances shall Revopal be obliged to compensate a higher amount than it can recover from its insurers in respect of the damage for which it is held liable, to be increased by its own risk under that insurance policy. If insurers do not pay out or the damage is not covered by insurance, Revopal's liability is limited to the damage as stated in Article 8.1.
8.5 Revopal stipulates all statutory and contractual defences that it can invoke to ward off its own liability to the client, also for the benefit of its subordinates, the non-subordinates for whom Revopal would be liable under the law and Revopal's suppliers.
8.6 Any liability of Revopal to the Customer shall expire 6 (six) months after the goods have been delivered to the Customer and/or the services have been completed.
8.7 Revopal is not liable for delay, non-delivery or incorrect delivery as a direct or indirect result of force majeure. Force majeure includes any circumstance beyond the will and control of Revopal, which prevents normal performance of the agreement or complicates it to such an extent that it cannot reasonably be required of Revopal, such as, inter alia, strike, illness, pandemic and/or excessive absenteeism, lack of persons, raw materials and/or materials, government measures including import and export measures, shortcomings on the part of third parties engaged by Revopal (including suppliers) defects to and/or damage to means of production, transport impediments and/or traffic disruptions, etc. Revopal can invoke force majeure if the relevant circumstance causing the force majeure occurred after Revopal should have delivered.
8.8 Without prejudice to other rights to which the parties are entitled, force majeure gives both parties the power to dissolve the agreement for the unperformed part thereof after the force majeure situation has continued for 1 (one) month, without the parties being mutually liable for any compensation.
Article 9 - Payment
9.1 Unless otherwise agreed and without prejudice to the right to demand advance payment if Revopal sees fit to do so, payment shall be made within 14 days of the invoice date in a manner to be indicated by Revopal, unless otherwise stated in the agreement.
9.2 Payment shall be made effectively in the invoiced currency and without setoff, discount or suspension. Revopal is entitled to set off amounts that it has to claim from the Client at any time against amounts that Revopal or a company affiliated with it owes or will owe to the Client.
9.3 Complaints regarding the quality, properties or quantity of the delivered or performed work shall not entitle the customer to suspend payment.
9.4 In the event of late payment, the Customer shall be in default by operation of law, without notice of default or summons
being required, and shall be liable for interest of 1% per month on the overdue amount, with part of a month counting as a whole month, payable on demand.
9.5 If there are good grounds to fear that the client will not fulfil its obligations punctually, all claims of Revopal on the client shall be immediately due and payable and the client is obliged, at the first request of Revopal, to immediately furnish sufficient security, in the form requested by Revopal, and to supplement this if necessary, for fulfilment of all its obligations. As long as the client has not complied with this, Revopal is entitled to suspend fulfilment of its obligations.
9.6 If the Client fails to fulfil its payment obligations to Revopal or to do so on time, all collection costs (both judicial and extrajudicial ) shall be borne by the Client. The extrajudicial costs (including reasonable compensation for time to be spent by Revopal on collection) are set at a minimum of 15% of the principal sum due, with a minimum of € 1,000.
9.7 Payments made by or on behalf of the customer shall extend successively to payment of the extrajudicial collection costs owed by the customer, the judicial costs, the interest owed and then in order of age of the outstanding principal sums, irrespective of any indication to the contrary by the customer.
Article 10 - Transfer of risk and ownership
10.1 Unless otherwise agreed in writing, delivery takes place from Revopal's warehouse. The goods to be delivered are for the account and risk of the buyer from the time they leave Revopal's warehouse.
10.2 If and insofar as Revopal takes care of the transport of the goods, this shall not affect the provisions of paragraph 1 of this article. The method of transport shall be determined by Revopal. The Client is obliged to accept the goods at the agreed place of delivery and unload them immediately.
10.3 If Revopal, whether or not on the instructions of the buyer, arranges for the transport of the goods, and arranges for transport insurance, this shall not affect the provisions of paragraph 1 and the buyer shall additionally insure the goods if required.
10.4 From the moment the goods are for the account and risk of the customer, the customer shall ensure adequate insurance of the goods against all possible risks, such as - but not limited to - loss, theft, damage and/or destruction of the goods.
10.5 If the date of the actual delivery is postponed at the request or through the action of the Customer, the Customer requests delivery in instalments and/or the goods are not collected, the risk of the goods shall nevertheless pass to the Customer from the moment these goods are identified in Revopal's administration and/or warehouse as "goods customer". Revopal shall be entitled to invoice the goods to the Purchaser from that time. Any costs of additional transport, storage, insurance and/or other additional costs shall be borne by the Purchaser.
Article 11 - Retention of title.
11.1 Revopal retains title to the goods until it has received payment in full of the performance owed by the Customer for all goods and/or services delivered or to be delivered by Revopal, and all claims of Revopal against the Customer for failure of the Customer to fulfil its obligations.
11.2 If the retention of title is invoked, the Customer shall not be entitled to compensation for safekeeping costs, nor may it invoke a right of retention in this regard.
11.3 If the client is in default with respect to the obligations as referred to in article 9, or if Revopal, in its opinion, has good reason to fear that the client will not fulfil its obligations, Revopal is entitled to recover (or have recovered) the goods belonging to it from the location where they are located. The client hereby grants Revopal irrevocable authorisation to enter the rooms used by or for the client, or to have them entered, for that purpose. In the event that the client fails to comply with the provisions of this paragraph on demand, the client shall be liable to pay Revopal an immediately payable penalty of 10% of the amount owed by the client to Revopal per day.
11.4 The customer is authorized to resell or use the goods delivered under retention of title, if and insofar as necessary, exclusively in the ordinary course of his business. In the event of sale, the customer shall also and only be obliged to deliver these goods subject to this retention of title and in accordance with the provisions of this article. An exception applies to the situation in which the customer has entered into bankruptcy or suspension of payments, in which case resale in the ordinary course of business is not permitted.
11.5 The customer is not authorized to pledge the goods delivered under retention of title to third parties or to have them serve as security in the broadest sense of the word to third parties and/or to establish any limited right on them.
11.6 The client is obliged to keep the goods delivered under retention of title carefully and as the recognisable property of Revopal and to insure them adequately against all business and other risks (including - but not limited to - fire, theft, water damage, explosion, etc.). At Revopal's first request, the client shall provide Revopal with copies of the relevant applicable insurance policies, including proof of timely premium payment.
11.7 The Client hereby establishes a pledge for the benefit of Revopal on goods supplied, which have passed into the ownership of the Client by payment - or which have been processed - and which are still in the hands of the Client, as security for the fulfilment of claims other than those referred to in paragraph 1 of this article (including - but not limited to - future claims) that Revopal may have or acquire against the Client. At Revopal's first request, the Customer shall hand over the goods subject to this pledge to Revopal in order to realise a possessory pledge.
11.8 The Customer is further obliged, at Revopal's first request, to pledge to Revopal any claims of the Customer against insurers and/or any claims of the Customer against its debtors, relating to goods referred to in this article, and to cooperate in other ways with all reasonable measures that Revopal wishes to take to protect its interests and/or property rights, provided that the measures to be taken do not disproportionately interfere with the Customer's business operations.
Article 12 - Dissolution and revocation.
12.1 Once the agreement of purchase/sale and delivery/obligation to purchase has been validly concluded, the customer no longer has the right to dissolve the agreement. There is no cooling-off period in effect for a contract made final.
12.2 Since Revopal does not deliver to consumers within the meaning of Article 230 et seq. of Book 6 of the Dutch Civil Code, these provisions do not apply.
12.3 If, despite the provisions of article 7.4, the buyer chooses to return the products, the risk and costs of the return shipment shall be borne by the buyer. The buyer is then not entitled to claim a refund of all or part of the invoice amount.
12.4 If the client does not fulfil any obligation arising from the agreement, or does not fulfil it properly or on time, as well as in case of bankruptcy, suspension of payments, placement in receivership, closing down or winding up of the client's business, Revopal is entitled, at its discretion, without any obligation to pay compensation and without prejudice to its rights, to dissolve the agreement in whole or in part, or to suspend further performance of the agreement. Furthermore, all claims from Revopal against the client shall become immediately due and payable in such cases.
12.5 In the event of dissolution, the Client is obliged to compensate Revopal for the damage it suffers as a result, which damage shall be at least equal to the amount of the instalments already paid on the agreement in question.
Article 13 - Conversion, explanation and change of address
13.1 If and to the extent that any provision in these terms and conditions cannot be invoked on the grounds of reasonableness and fairness or its unreasonably onerous nature, that provision shall be accorded a corresponding meaning as far as possible in terms of its content and purport, so that it can be invoked.
13.2 The invalidity or otherwise unenforceability of any provision of these terms and conditions does not affect the validity of the remaining provisions of these terms and conditions.
13.3 If Revopal does not require strict compliance with any of these terms and conditions at any time, this does not mean that Revopal waives the right to require strict compliance at any time.
13.4 The Client is obliged to report changes of address to Revopal in writing immediately. Goods delivered to the Client's address last known to Revopal are deemed to have been received by the Client.
Article 14 - Applicable law
14.1 Dutch law applies to all agreements between Revopal and the Client.
14.2 The CISG (Vienna Sales Convention 1980) shall not apply to all agreements between Revopal and the Customer.
14.3 Any disputes arising from the agreements entered into between Revopal and the client shall be submitted to the civil court in the district of Almelo, the Netherlands, without prejudice to Revopal's right to apply to another court with jurisdiction under the law.
Almelo, November 25, 2020
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