1. - Definitions
1.1 - The 'realisation' or the 'realisation of an order' means the moment at which Heystee has completed her part of the agreement. In the case of transported goods, this means the time the goods have been delivered at the agreed place.
1.2 - The client means the person, firm or company to be supplied with the ordered goods by Heystee.
1.3 - "The General Conditions" mentioned in this document means the General Conditions of Delivery and Sales of Heystee.
1.4 - 'Goods' means the goods, materials and/or other items to be supplied pursuant to the order.
2. - General Terms
2.1 - With the depositing of the Dutch version of these General Conditions at the registry of the district court in Hilversum all previous conditions and terms of Heystee are defunct.
2.2 - All orders are executed according to the General Conditions only, unless explicitly agreed otherwise and confirmed so in writing by Heystee.
2.3 - All deliveries are considered to have been effected in Kortenhoef, and all payments shall take place at that place.
2.4 - The General Conditions apply to all agreements to be concluded by Heystee with clients, and also to all resulting obligations, with exclusion of other conditions that might be declared applicable by the clients, unless confirmed otherwise in writing. Client is understood to mean everyone who provides Heystee with an order, wants to buy or buys goods, or wishes to conclude or concludes any agreement of another nature.
3. - Quotations
3.1 - All quotations are, unless agreed otherwise, non binding. Heystee is bound only when Heystee has confirmed the order in writing.
3.2 - In the case of a combined quotation for several items there is no commitment for a part delivery against an equivalent proportion of the total price quoted.
3.3 - All prices quoted by Heystee are excluding VAT, packing costs, transport costs or any other taxes or fees that are applicable on the goods, unless stated otherwise on the order confirmation or quotation.
3.4 - Prices in the quotations are only applicable to the quantities given.
3.5 - In respect of all goods the normal and usual tolerances apply, apart from information that is given on these subjects in catalogues and brochures . Differences will never release the client from obligations that result from the agreement.
3.6 - The right to change prices without prior notice and also after sending the order confirmation, is explicitly reserved. So shall Heystee, from the moment of realisation of the agreement and before the whole delivery has taken place, be entitled to charge the client expenses which have occurred such as increase of wages, employers contribution and/or other terms of employment, as well as increase of other tariffs, charges, duties, levies and taxes, as well as any changes in exchange rates which could be cost increasing for Heystee.
3.7 - From the moment the client is notified that the goods ordered by the client are at his disposal, these goods should be collected within 10 days. When the client is in default Heystee is entitled to charge the depot costs to the client or to consider the agreement dissolved legally with preservation of the right of compensation.
3.8 - When the goods are not collected by the client within the in sub 2.7 stated period of time all damage to the goods, as far as not covered by the insurance company of Heystee, will be at risk of the client.
4. - Orders
4.1 - An order commits the client. Heystee is only committed after sending the order confirmation. If the client does not make objections to Heystee within 8 days after the order confirmation has been sent, the order confirmation will be considered a correct and complete interpretation of the agreement.
4.2 - Changes in the transaction that are still desired by the client after giving the order, must be declared in writing by the client to Heystee in good time. If these changes are made known verbally or by telephone to Heystee then the implementation of these changes is at the risk of the client, unless these changes have been confirmed in writing by Heystee.
4.3 - If the client unreasonably cancels the given order in whole or in part, then he is bound to compensate Heystee for all costs made with regards to the execution of the order (costs of calculation, preparations, storage, provision et al) .Heystee may claim compensation from the client for the loss of profit and also for damages that derive from the deliberate cancellation.
4.4 - Changes in the original order, whatever the nature, written or verbal, introduced by or in name of the client which cause higher costs than those on which the original quotation was based will be charged extra to the client.
4.5 - Changes and/or cancellations of existing orders are only binding when Heystee accepts them in writing.
5. - Deliveries and executions of orders
5.1 - Every partial delivery, including also the delivery of parts of a quoted combined order, can be invoiced, in which case that partial delivery shall be considered a transaction in itself; in that case payment must take place according to the specifications in chapter Payment.
5.2 - Delays are not on account of Heystee, unless due to their fault, without prejudice to the provisions in section
5.3 - Execution of an order takes place within the normal time allowed for that order. If the client wishes the order to be executed earlier than agreed upon, extra work and/or other possible extra made costs can be invoiced to the client. The client gives Heystee some margin regarding the period for the realisation. The delivery time or execution time is accepted as irrevocable and statutory only when the client has informed Heystee in writing at the time of placing the order about the consequences of a delay, and this has been confirmed so by Heystee in writing.
5.4 - The goods that are to be delivered by Heystee always travel at the expense and the risk of the client, except for those cases where the total amount concerned justifies free delivery, unless agreed otherwise in writing.
5.7 - In all cases of free delivery the cheapest method of transport is followed, unless agreed otherwise in advance. In the case of a different method of transport the extra costs are at the expense of the client.
5.8 - The acceptance of the goods by the carrier, without annotation on the bill of carriage or the certificate of posting, applies as proof that the packaging was in good condition.
5.9 - With regard to goods manufactured outside the Netherlands , Heystee retains the sole right to effect the customs clearance as importer.
5.10 - All dates of delivery are always given approximately by Heystee. The period of delivery begins as soon as the confirmation of the order has been sent. Exceeding of the date of delivery never relieves the client of his obligations from the agreement nor will give the client the right to undo the agreement or to demand compensation, except as stated in 4.3 and 4.11.
5.11 - When delay of the expected date of delivery is such that the client cannot reasonably be demanded to maintain the agreement, the client is justified in cancelling the order concerned, provided that he informs Heystee so in writing. In that case, the right of Heystee to deliver the goods concerned within four weeks after receipt of the afore mentioned announcement, remains in full force. The client is justified in demanding Heystee to state whether Heystee wants to utilise this right or not.
5.12 - Goods returned unjustifiably to Heystee remain at disposal and at the risk of the client. Any costs of transport and storage are at his expense.
6. - Exceeding of period of delivery
6.1 - The periods of delivery that are agreed upon with Heystee are always to be considered by the client as approximate and never as final or latest dates, unless the contrary has been explicitly agreed in writing.
6.2 - Disturbances in the company as a result of circumstances beyond one's control (as such apply, amongst others, war, mobilisation, riots, flood, closed shipping and other obstructions in transport, stagnation in or limitation or discontinuation of the supplies by public utilities, fire, breakage of machinery and other accidents, strikes, exclusions, action taken by trade unions as a result of which production becomes impossible, measures by the government, non-delivery of necessary materials to Heystee by a third party and other unforseen circumstances, also in the country of provenance of the materials, that disturb the normal business procedures and delay the realization of an order or reasonably make it impossible) relieve Heystee of keeping the agreed term or the obligation to realize the order, without the client being justified in demanding for this reason any right or compensation of costs, damages or interests.
6.3 - In the case of circumstances beyond their control, Heystee will inform the client without delay, after which the client has the right to cancel the order in writing within eight days after being informed, however, with the obligation to compensate Heystee for the already realized part of the order.
7. - Complaints and guarantee
7.1 - Complaints are only accepted in writing and if received within eight days after realisation of the order. Heystee is not responsible for errors due to typesetting, writing or counting and uncertainties in offers, quotations, confirmations of orders, prospectuses, nor for the effects of these. In case of difference in explanation of quotations, order confirmations or prospectuses the explanation of Heystee is binding.
7.2 - Defects to a part of the consignment do not give the right of rejection of the complete consignment.
7.3 - If Heystee considers a defect to the supplied goods as established, Heystee will have the choice either to resupply the goods that proved to be not sound without costs, or to offer the client a mutually agreed discount on the purchase price. In the first case, the client will return these goods with costs to Heystee.
7.4 - Heystee does not accept any responsibility for defects caused by or developed on the delivered good through guilt or fault of the client or of a third party, or through external causes.
7.5 - A complaint regarding specific activities or deliveries cannot postpone the obligation of payment of the client with respect to these or other activities or deliveries.
7.6 - Heystee is never obliged to provide an additional warranty to the warranty that is provided to Heystee by the manufacturer of the supplied goods.
7.7 - Warranty is only provided on goods that have been paid for in full to Heystee.
7.8 - The warranty is cancelled if the instructions for use and maintenance are not observed.
7.9 - Departures from the above specified terms of guarantee are only valid if confirmed in writing by Heystee.
7.10 - Heystee has no further obligations other than those deriving from this chapter; in particular will Heystee in no case be responsible for direct or indirect consequential loss that might arise through no, incorrect or late realisation of the order.
8. - Responsibility
8.1 - Heystee takes no responsibility whatever for any damage, whatever it is called and whatever its cause is, other than that caused by their own intention or fault, to be proved by the client and even then only to a maximum of the sum representing the activities or deliveries to be undertaken by Heystee, or a proportional part of it.
8.2 - The client is bound to indemnify Heystee for and against all claims for damages that are submitted by third parties to Heystee with respect to damage arisen through or by the delivered goods.
8.3 - When a transaction is undertaken by two or more natural or legal persons, each of these persons is jointly and severally responsible for the complete fulfilment of the obligation deriving from that agreement.
8.4 - Advice is supplied by Heystee to the best of the knowledge of Heystee and completely in good faith, yet Heystee does not accept any responsibility for loss or damage, directly or indirectly deriving from the content of the supplied advice.
9. - Rights of Ownership
9.1 - The ownership of the goods to be delivered is not transferred to the client until he has fulfilled whatever obligation he has to Heystee, notwithstanding the actual delivery.
9.2 - As regards the goods mentioned in sub 1 of this chapter, Heystee retains, as far as is possible, also the right of (joint) ownership in order to insure all the unsettled claims against the client, in case these goods have been processed, converted, manipulated or worked, or otherwise might have been withdrawn by any action of the client from the ownership of Heystee in default of this payment.
9.3 - The client has the right until further notice to sell and to deliver the delivered goods to third parties as part of his normal business practices, provided that he will on first request of Heystee assign to Heystee claims towards his customers that are acquired through these sails in default of his payment. The client grants Heystee in that case the irrevocable authority to proceed to collect the claims concerned.
9.4 - The client is not entitled to establish any rights of distraint whatever on the goods, and at the same time he may not apply the goods as security to a claim of a third party.
9.5 - Heystee is at all times entitled to remove the delivered goods from the client or his holders or have them removed if the client does not fulfil his obligations within a reasonable time towards Heystee. The client is obliged to render assistance to this under penalty of a fine of thousand Euro for each day that he remains in default.
10. - Payment
10.1 - If case the realisation of an order extends over a period longer than a month or if the amount of money involved qualifies for it according to the opinion of Heystee, payment in advance or payment in stages can be claimed by Heystee. Heystee is entitled, notwithstanding the agreed condition of payment, to demand sufficient security for payment in advance or during the realisation of an order.
10.2 - All payments should be effected net within thirty days from date of invoice without any deduction in passable European currency (Euro).
10.3 - If a credit facility longer than thirty days from date of invoice is agreed to or if this is taken improperly, the client is liable for an interest charge on the amount of the invoice of 1% each month or part of a month as from the date of the claimability of the amount of the invoice; each subsequent the client will also be indepted to the aforesaid interest on the then expired interest. In case the statutory interest rate is higher than this percentage, the statutory interest is charged.
10.4 - All legal as well as non-legal expenses which Heystee has to make in order to implement the rights of Heystee are at the expense of the client. These expenses amounts to at least 15% of the amount concerned with a minimum of one hundred Euro.
11. - Disputes
11.1 - A dispute is present as soon as one party declares that such is the case.
11.2 - On all agreements and transactions of Heystee the Dutch Law exclusively applies.
11.3 - All disputes, of whatever kind, will be submitted to the judgement of a Dutch qualified judge, this with exclusion of all other arbitrating or advising bodies and courts.
12. - Final articles
12.1 - In all cases not covered by these General Conditions, the decision is exclusively Heystee's.