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Algemene Voorwaarden

GENERAL SALES, DELIVERY AND PAYMENT CONDITIONS OF

BREDA AUTOMOTIVE GLASS B.V.

WITH REGISTERED OFFICE IN BREDA, THE NETHERLANDS

 

Filed at the Chamber of Commerce in Breda, The Netherlands

1.        GENERAL

 

1.1     These General Conditions are applicable to all our offers, agreements and their execution. Deviations from or additions to these terms agreed upon by our agents our personnel, in offers or letters as well as general conditions of the buyer will only apply after our written confirmation.

1.2     In the present conditions, “buyer” is understood to mean each (legal) person, who has entered, respectively wishes to enter into an agreement with Breda Automotive Glass BV, and besides him, his representative(s), proxy (proxies), assignee(s) and heir(s).

1.3     The nullity of any stipulation of these conditions does not affect the validity of the General Conditions.

 

2.        OFFERS

 

2.1     All offers made by Breda Automotive Glass BV, in any form whatsoever, are free of obligations, except when it is explicitly stated otherwise.

2.2     Sending of offers and/or of (other) documentation does not oblige Breda Automotive Glass BV to accept an order.

Non-acceptation will be brought to the buyer’s notice as soon as possible, but in any case within 30 days. Sent offers and/or other documentation must not be copied or handed over to third parties without our consent.

2.3     Breda Automotive glass BV reserves the right to refuse orders without giving her reasons

 

3.        AGREEMENT

 

3.1     Except for what is stated hereafter, an agreement with Breda Automotive Glass BV is established only after Breda Automotive Glass BV has accepted, respectively confirmed an order. A confirmation of order is considered to convey the agreement correctly and exhaustively, unless the buyer has immediately protested against it in writing.

3.2     Any supplementary arrangements or modifications which may have been made later are only binding if they have been confirmed by Breda Automotive Glass BV.

3.3     Each agreement is entered into on our part under the suspensive condition that the buyer – to our judgement exclusively – must be sufficiently creditworthy for the financial observance of the agreement.

3.4     Breda Automotive Glass BV is authorized to demand certainty, during or after the conclusion of the contract, and before (we go on) observing our obligation, that both the payment and the obligations will be fulfilled.

3.5     In the event of a change in the situation of the buyer, of his death, of incapicity, of the dissolution or modification of the company, of winding-up arrangements with creditors or liquidation, interruption of payments or non-payment, Breda Automotive Glass BV shall be entitled, even if the order has been partially completed, to request irrevocable guarantees or to cancel the remainder of the contract.

 

4.        PRICES

 

4.1     Unless stated otherwise, our prices are :

-                                  based on delivery ex warehouse

-                                  excluding the costs of packing, loading and unloading, transport and insurance.

-                                  Excluding V.A.T.

4.2     Orders shall be invoiced at the prices and conditions in effect on the date of acceptance of the orders.

 

5.        DELIVERY

 

5.1     Delivery will take place Ex Works at our warehouse Breda, unless agreed otherwise. All agreed trade terms shall be interpreted in conformity with the ICC Incoterms 1990.

The buyer who so requests shall be informed of the date on which the products can be verified, prior to their collection or shipment.

5.2     The delivery period will be agreed upon separately.

5.3     The agreed delivery period shall commence at the date of the receipt of the order provided that Breda Automotive Glass BV has confirmed the order in conformance with clause 3 above and in addition has received full instructions and informations to proceed and the agreed advance payment, if any, is in our possession or, when L/C payment is involved Breda Automotive Glass BV has received the first notification of the confirming bank of the opening of the L/C in conformity with our requirements.

5.4     Breda Automotive Glass BV will use her best endeavours to deliver at the time stated, but delivery dates shall be regarded as approximate only, unless agreed otherwise in writing.

5.5     Failure to deliver at the time stated will not be sufficient cause for cancellation and Breda Automotive Glass BV will not be liable for any losses, costs, damages or expenses consequential or otherwise suffered by the buyer.

5.6     Breda Automotive Glass BV is authorized to deliver in parts (partial deliveries), which can be invoiced separately.

5.7     Should despatch be hindered or delayed by the buyer’s instructions or lack of instructions and/or outside our control, Breda Automotive Glass BV shall be entitled to store the goods concerned at the buyer’s expense and risk, for a maximum period of six weeks.

Upon expiry of such period, the products as well as the cost for their storage, can be invoiced to the buyer or if Breda Automotive Glass BV prefers, the order can be cancelled.

5.8     The buyer is obliged to check the goods delivered c.q. the packing immediately after delivery, or in any case within 5 working days, for possible deficiencies or damages, or to check the goods after a notice on the part of Breda Automotive Glass BV that the goods are at the buyer’s disposal.

 

6.        TRANSPORT / RISK

 

6.1     As and when the goods have been accepted by the carrier, all risks and perils including the risk of breakage as well as the burden of proof for proper packing and loading have to be born by the buyer. This also applies to free delivery. If Breda Automotive Glass BV arranges any kind of insurance, Breda Automotive Glass BV just acts as intermediairie and does not take over any responsibility.

6.2     Breda Automotive Glass BV’s despatches are subject to the “International Rules for the Interpretation of Trade Terms (Incoterms 1990)“ issued by the International Chamber of Commerce. For overseas deliveries these rules are extended in accordance with the conditions of the Bill of Lading of the carrier responsible for the transportation.

Deliveries made on C.I.F. base or similar arrangements are subject to free and unobstructed navigation, if special circumstances beyond our control, e.g. freezing up, do not permit the vessel to call at the port of destination and necessistate the unloading of the goods at an emergency port, the vessel commitments entered into are considered as fulfilled at the latter port.

6.3     It falls to the buyer to accept consignments from the carriers only with all rights reserved, when the cases show any external signs of damages or other circumstances indicate the possibility of any damage.

In such cases all rights of recovery have to be secured within the legal procedure and delays.

 

 

If the final despatch of a shipment is made to a country of destination other than the one originally agreed upon, Breda Automotive Glass BV reserves the right to reinvoice at the price and conditions as valid for the new country of destination, irrespective of any other claims.

 

7.        ACTS OF GOD

 

7.1     Acts of God or government actions are in this respect understood to mean:

Every circumstance independent of the parties will, c.q. circumstances which cannot be foreseen and due to which the observance of the agreement by the buyer cannot be reasonably desired anymore.

As acts of God or government action in the above sense are considered : mobilization, war, strike, lock out, breakdown of machinery, riot, fire, explosions and all other causes hindering Breda Automotive Glass BV or our suppliers’ normal manufacturing activities or regular deliveries of raw materials, fuel and stock.

7.2     If, to the judgement, the act of God or government action will be temporary, Breda Automotive Glass BV has the right to defer the execution of the agreement until the circumstances which causes the act of God or government action does not occur anymore.

7.3     If, to our judgment, the act of God or government action is permanent, Breda Automotive Glass BV has the right to cancel the entire agreement, c.q. part of it, without owing the buyer any relevant compensation.

7.4     Breda Automotive Glass BV is authorized to demand payment for the performances which have been made during the execution of the agreement concerned, before the circumstances causing the act of God or government action had occurred.

7.5     The party which thinks is (will be) the victim of an act of God or government action, must notify this immediately to the other party.

 

8.        ACTS OF GOD

 

8.1     The Products are manufactured with the utmost care and in conformity with the best processes, but they are subject to risks resulting from unforeseen influences and changes in raw materials.

8.2     Under no circumstances is Breda Automotive glass BV responsible for damages resulting from use of the products in a manner which is not in conformity with the rule book, nor is Breda Automotive Glass BV responsible for bro-ken products or damage which result from incorrect storage of the products by the other party. Breda Automotive Glass BV must be informed of all visible defects discovered in the products or all errors in the execution of the orders within eight days after receipt of the products by the buyer. Breda Automotive Glass BV declines all responsibility for the consequences of use of products which contained visible defects. In the event that a product should have a hidden defect, our responsibility –if any- shall be restricted to the replacement of the faulty products.

8.3     Any deficiencies of or damages to the goods delivered and/or to the packing, which are present at the time of delivery, must be mentioned by the buyer on the receipt, the invoice and/or the transport documents, in default of which the buyer is considered to have approved what has been delivered. In that case, relative claims will not be dealt with anymore.

8.4     Breda Automotive Glass BV shall not be liable under this article 8, or under any other provision of this Agreement for prospective profits or special, indirect, or consequential damages. In no event shall recovery of any kind against Breda Automotive Glass BV be greater in amount than the purchase price of the specific Products sold and causing the alleged damage; provided however, without prejudice to the aforesaid provisions of this sentence to the contrary, that Breda Automotive Glass BV shall be liable for any bodily injuries or property damage directly caused by our negligence or wanton or willfull acts.

 

9.        ACTS OF GOD

 

9.1     All shipments are payable at Breda at the date of payment agreed upon and in the currency shown on the invoice, all costs relating to the payment being borne by the buyer.

9.2     Recourse to compensation of debt is never admitted. The buyer explicitly relinquishes this.

9.3     In case the buyer :

a.        is declared bankrupt, proceeds to partition, files a request for suspension of payment, or if his entire property or part of it is confiscated;

b.        deceases or is placed under legal restraint;

c.        fails to meet any obligation which rests on him by force of law or of these conditions;

d.        fails to settle an invoice sum or a part of it within the term fixed for that purpose;

e.        proceeds to a strike or to conveyance of his company or of a substantial part of it, including the contribution of his company in a partnership to be established or in an already existing partnership, or if he proceeds to a modification of the objective of his company;

Breda Automotive Glass BV has the right, due to the mere occurring of one of the circumstances mentioned, to either consider the agreement cancelled without the necessity of any legal intervention, or to claim in its entirety any sum owed by the buyer on the basis of services rendered by Breda Automotive Glass BV, immediately and without the necessity of any warning or proof of default, all this without prejudice to our right on compensation of costs, damages and interests.

 

10.     INTEREST AND COSTS

 

10.1  In the case of late payment or absence of payment, even partial, the buyer is legally in default and owes, as of the invoice date an interest of 1,5 per cent per (part of a) month for the unpaid sum and, should the legal interest be higher, the legal interest.

10.2  All judicial and extrajudicial costs to be made are on the buyer’s account.

The extrajudicial collection costs amount to at least 15 per cent of the sum owed by the buyer, including the above mentioned interest.

 

11.     RESERVATION OF PROPERTY AND CONVEYANCE OF PROPERTY FOR CERTAINTY

 

11.1  All goods delivered remain our property until the moment of complete payment, including any interests and costs.

Until the buyer becomes owner of the goods, he will store them on his premises separately from his other goods. The buyer shall preserve all labels, identifying marks and stock records identifying the goods as our property. The risks shall be borne by the buyer. Any down payments already made, may be retained by Breda Automotive Glass BV for damages and interest.

 

12.     APPLICABLE LAW

 

12.1 All our offers, contracts and their execution are governed and construed in accordance with the law of the Netherlands with exclusion of CISG. All disputes arising in connection with the present contract, or further contracts resulting thereof, shall be finally settled in accordance with the Rules of the Netherlands Arbitration Institute. The place of arbitration shall be Rotterdam, The Netherlands. However the competent court in the district of Breda has exclusive jurisdiction for all disputes arising out or in connection with a contract if the buyer is domiciled within one of the countries of the EEG.