Range King B.V. | Dirk Storklaan 23-24 | 2132 PX HOOFDDORP | The Netherlands | Chamber of Commerce Amsterdam 29015613
Unless it has been agreed explicitly otherwise in writing, these general conditions shall apply to all our invitations to make an offer, offers and/or orders accepted by us; they shall prevail over any of the principal’s general conditions whatsoever, even if these last conditions contain a provision about their exclusive applicability.
By giving an order the principal is considered to have agreed fully to the exclusive applicability of these general conditions.
In so far as necessary we hereby explicitly reject the applicability of any (general) conditions of the principal.
Article 2 Orders
All our orders shall be without engagement. Only after written acceptance of an order by us the agreement shall be considered to have been concluded.
All our orders shall retain their validity during a 14 days period, unless explicitly provided otherwise.
All our orders are based on delivery and/or execution under normal circumstances and during normal working hours.
Information provided in catalogues, illustrations, drawings, statements of weights and measures, calculations and other particulars supplied by us shall not be binding except insofar as they have been included explicitly in a contract signed by us or a confirmation of sale signed by us.
If delivery or execution is to be expected in accordance with technical drawings of ours that are subject to the principal’s approval, the delivery or execution shall be expected as soon as we have received the drawings approved by the principal.
Article 3 Ownership of designs
Drawings, calculations, descriptions, models and tools, if applicable, that are furnished by us shall remain our property even if the principal has been charged for them and/or the order was accepted or executed by us. They may not be copied or otherwise multiplied nor provided or made available for inspection to third parties, unless needed to execute the agreement.
Article 4 Agreement
If the agreement has been entered into in writing, it shall be concluded on the day we have signed the contract or on the day the written confirmation of sale has been mailed to the principal.
Verbal promises by and/or arrangements with our employees shall not bind us unless confirmed by us in writing.
Pursuant to the agreement we shall have the right to charge the principal separately for any additional work that we have carried out as soon as the amount to be charged for this work is known to us. Additional work shall mean everything we shall supply and/or install either at the request of or by order of the principal or by the order of third parties, or as a consequence of new or changed regulations, in addition to the work supplied and/or installed pursuant to our orders, our confirmation of sale and/or the agreement.
Article 5 Price
The prices given by us shall apply to delivery ex warehouse Hoofddorp, the Netherlands, unless explicitly agreed otherwise.
All prices shall be in Euro, excluding VAT and other governmental levies and taxes, unless explicitly agreed otherwise.
In the case of orders inside the Netherlands of less than € 50,- administration expenses shall be charged; the same applies to ICL or export orders under € 250,-.
Article 6 Risk clause
The prices stated in our offers are based on the cost price elements applicable on the date of these offers.
If the prices of raw materials, material, equipment, parts, energy, wages, social insurance contributions, taxes, interest and/or other cost price elements are subject to any increase during the period between the date of offer and the date of delivery and/or completion of the work, we shall be entitled to raise the agreed price accordingly even if the cost price increases were foreseeable at the time of the offer.
Price increases due to currency fluctuations and changes against the Euro in the value of foreign currency in which any payment related to the delivery or execution is due, shall be for the account of the principal.
Article 7 Transport
Unless agreed otherwise in writing, the loading and unloading and the transport of the goods included in the agreement shall be at the risk and expense of the principal, even if the carrier for any shipments originated by us has required a statement on the waybill that all damage during transport is at our risk.
Goods delivered by us are insured against transport damage with a franchise of Euro 500 per event for the account of the principal. The principal shall be liable for the timely report of any damage to the carrier and the consignor, meaning within three days after the damage has been established or could reasonably have been established, and shall in any event on receipt of any damaged goods make a note on the relevant waybill. After approval by our insurer the principal will be compensated for the agreed loss.
We reserve the right to deliver ordered goods in instalments and to invoice these instalments.
In principle transport shall be entrusted by us to one of our preferred transport companies, unless agreed otherwise.
We shall arrange for the packaging of our goods free of charge in quantities and numbers to be determined by us, without any liability and without any obligation to return packaging, unless return is required pursuant to the EU Directive 94/62/EC on packaging and packaging waste. We reserve the right to charge the principal for special packing (such as materials in glass, plastic or large pallets).
Article 8 Delivery and terms of delivery
The term of delivery and the delivery date respectively shall commence at the latest of the following events:
- the day of execution of the agreement;
- the day we received the documents, information, permits, exemptions, approvals etcetera necessary for the delivery and/or execution of the order;
- the day all requirements necessary for us to fulfil our obligations under the agreement have been met;
- the day of receipt of the first instalment, if payment in instalments has been agreed and the first instalment is due upon order.
Delivery periods stated by us are not to be considered fatal periods. In the event of late delivery we must be held in default in writing. If, once the delivery time has been determined, due to circumstances attributable to one of the parties, the delivery time and/or times need to be changed, such party shall immediately notify the other party thereof in writing or by electronic mail. Exceeding the term of delivery, for whatever reason, does not entitle the principal to suspend any obligation undertaken towards us, or to perform or have work performed under the agreement with or without judicial authorization or to any compensation for whatever reason.
The goods shall be considered delivered by us:
- as soon as the goods have been placed at the disposal of the principal in accordance with the delivery terms set out in the agreement;
- if goods are delivered in combination with work to be done as soon as the goods have been assembled and - if it has been agreed in writing - the inspection has taken place.
At our request, the principal shall sign a transfer protocol stating that the goods have been delivered complete and in working condition, notwithstanding article 11.
If for any reason whatsoever 10% or less of the goods included in the agreement cannot be delivered, the principal shall not be released from any obligation under the agreement towards us. Any missing goods will be delivered by us as soon as possible subject to the conditions of the original agreement.
Article 9 Payment
All payments are to be made without any deduction or set-off within fourteen days after invoice date, unless agreed otherwise.
If the principal does not pay when due, he shall be considered in default ipso jure and we shall be entitled without any notice of default to charge him the statutory interest from the due date and in addition all extrajudicial expenses of the collection of our claim, which are set at 15% of the principal sum due with a minimum of EUR 200.
We shall at all times be entitled to require the principal to provide a bank guarantee or other security to secure his obligations of payment prior to the delivery of the goods or any work or before continuing the execution.
In accordance with the provisions of article 13, in case the principal fails to meet his payment obligations or to provide a bank guarantee or agreed security, we shall be entitled to suspend the delivery or execution until the principal has met his obligations.
Article 10 Risk and reservation of ownership
Immediately after the goods are considered to be delivered in accordance with the provisions of article 8, the principal shall bear the risk for all damage - direct or indirect - that may be caused to or by these goods, provided that in case of delivery against documents agreed, the principal shall bear the said risk from the first of the following moments:
- loading of the good(s);
- the time when the documents are made available to the principal.
We deliver our goods to the principal, which is deemed to accept the deliveries, subject to the suspensive condition that the principal fully complies with all of his obligations towards us due at any time. The retention of title thus implied also includes:
- goods newly made using the goods delivered;
- claims concerning considerations based on the agreement or any other agreement of whatever nature for goods delivered or to be delivered by us to the principal or pursuant to such agreement also preformed or to be performed work;
- claims due to any default under the agreement referred to above, including without limitations claims for damages and judicial and extrajudicial expenses, contractual and statutory interest, fines and penalties.
As long as the condition as set out in this article has not been fulfilled, the principal may sell the goods delivered subject to retention of title, transfer all or part of the actual control over these goods to one or more third parties or agree to pass on all or part of the actual control over these goods to one or more third parties, provided always that:
- these rights are only vested in the principal if and insofar necessary or desirable in the ordinary course of business;
- these rights are only vested in the principal if and insofar the principal demands and receives immediate payment of his counterparty or demands retention of title from his counterparty equal to the right granted herewith except for the right to sell as set out in this article 10;
- the principal may not encumber any of the goods delivered subject to retention of title.
At our first request, the principal shall at our option transfer or pledge any claims in connection with the sale to third parties of any goods delivered subject to retention of title.
Regarding all goods delivered and paid for which the title had passed onto the principal, we withhold if this situation arises the rights of pledges as set out in article 3:237 Netherlands Civil Code as an additional security for the claims against the principal on any account whatsoever, excluding the claims referred to in article 3:92 (2) Netherlands Civil Code.
The principal shall be obliged to keep goods delivered under our reservation of ownership with all due care and as recognizable property of ours. The principal shall furthermore be obliged to insure the goods for the duration of the retention of title against fire, explosion and water damage and also against theft and to hand us the policies of these insurances for inspection on first demand. All the principal’s claims on the insurer of the goods on the strength of the said insurance shall be assigned to us as greater security of our claims on the principal as soon as we so desire.
If in the fulfilment of his obligations of payment the principal is in default or in difficulties of payment, we shall be entitled, without any notice or default being required, to remove the goods that have remained our property or to have them removed from the place where they are. We shall then be entitled to keep the goods in our possession until the due amount including interest, expenses and compensation has been paid in full, or to sell the goods to third parties in which case the net proceeds, which can never be higher than the original purchase price, is deducted from the total amount payable by the principal.
The principal shall be obliged to inform us without delay when third parties enforce rights in connection with goods still owned by us.
Article 11 Warranty and complaints
Without prejudice to the following restrictions, we shall warrant towards the principal the soundness and quality of the goods delivered by us and/or work performed, provided however that this warranty only applies if the goods delivered are used in accordance with their purpose and in accordance with standards to be imposed by us or standards which are generally accepted.
Article 12 Domicile and applicable law
Range King B.V. chooses domicile in their office in Hoofddorp, The Netherlands.
These general conditions are subject to Dutch law and the parties submit to the non-exclusive jurisdiction of the Dutch courts.
In the case of conflict between the Dutch and the English version of these terms and conditions, the Dutch version will prevail.