General terms and conditions - Magboard Benelux
Article 1: General
Magboard Benelux is a private limited company that makes its business from selling ecological multi- applicable construction panels and related products, all in the broadest sense of the word.
Article 2: Definitions
In these general terms and conditions, the following terms shall have the meanings assigned to them
entrepreneur: natural or legal person, member or franchisee of Magboard Benelux B.V., who makes business offers and supplies materials of Magboard Benelux B.V..
Buyer: the party to whom the Company makes offers/ the party with whom the Company concludes an agreement for the delivery of materials and/or products to be processed for this purpose.
materials: construction and finishing materials and/or products to be processed for this purpose, which Magboard Benelux B.V. has in its assortment.
Offer: the supply of materials offered by the company.
order: order from buyer to delivery of materials by company.
agreement: the agreement, which comes into effect after acceptance of the offer.
parties: the entrepreneur and the buyer jointly.
Article 3: Application
1. These general terms and conditions apply to all offers and agreements between the Company and the Buyer.
2. The parties are bound by every custom and all practices as stipulated in these terms and conditions unless explicitly deviated from by agreement…
Article 4: Offer
1. All offers made by the entrepreneur are without obligation. The Company may revoke its offers at any time, even if the offer states a fixed term for acceptance thereof, unless the Company has expressly stated in the offer, in addition to stating a fixed term for acceptance, that the offer is irrevocable. If a fixed term for acceptance has not been stated in the event of a written offer on the part of the Company, the Company may consider the offer to have lapsed if the Buyer has not responded within 2 weeks of the date of the offer, without the Company having to give further notice.
2. If an order is given without a price request, this order will be executed independently of any offer made in the past by the trader at a market price at the time of placing the order.
3. Entrepreneur cannot be bound by actions and/or verbal agreements of persons who represent him incompetently, unless these agreements are confirmed in writing by persons authorised to do so by the Entrepreneur to the person to whom the offer is addressed.
4. Samples shown or provided shall be taken only to designate the material without it being necessary for the materials to comply with them.
Article 5: Agreements
1. Acceptance of an offer may be by post, fax or e-mail. The order comes into being at the moment that the confirmation has been sent by the entrepreneur in one of the aforementioned ways. The Buyer hereby expressly agrees that by doing so it shall
using electronic means of communication, a valid and binding agreement is concluded, even in cases where the parties’ ordinary signature is missing. Entrepreneur shall be entitled to refuse orders or to attach certain conditions to the delivery, unless explicitly stipulated otherwise.
2. If the Buyer unilaterally modifies the Company’s offer, this modification will only form part of the Agreement after written acceptance thereof by the Company, or acceptance as referred to under paragraph 1 of this Article.
3. Changes to the agreement must be agreed in writing, whereby the written confirmation of the entrepreneur is decisive for the content and scope of the changes.
Article 6: Prices
1. All prices are in accordance with the price list provided to the Buyer or the Company’s offer. The prices stated for the materials offered are in Euro, exclusive of VAT and exclusive of shipping costs and/or transport costs, any taxes or other levies, unless otherwise stated or agreed in writing.
2. Prices are valid per number, per meter or per pallet or other unit and are exclusive of turnover tax, unless stated otherwise.
3. If after the date of the offer, also if the trader has made a binding offer, and one or more of the cost factors for the delivery undergoes a change, the trader is entitled to adjust the agreed price accordingly.
Article 7: Delivery times, delivery and risk
1. The delivery times agreed between the Company and the Buyer will be stated as accurately as possible by the Company. These delivery times are an indication and not a deadline. Entrepreneur shall make every effort to perform within the indicated time. If the materials of the order are not in stock, the delivery time will be at least 60 days.
2. The Buyer is not entitled to any compensation in any form whatsoever in the event of the delivery time stated being exceeded, unless this has been expressly agreed upon or if the exceeding is the direct and immediate result of gross negligence or intent on the part of the Company.
3. The buyer cannot cancel or dissolve the agreement on the grounds that the delivery time has been exceeded or refuse to accept and/or pay for the goods.
4. Delivery will be made carriage paid, unloaded, in accordance with the price list or offer of the Company provided to the Buyer and what has been agreed.
5. On delivery carriage paid, the materials shall be deemed to have been delivered by the Company and to have been accepted by the Buyer as soon as they have been delivered on site.
6. The buyer is liable for the damage (including the purchase price, the costs of the company and the shipping and transport costs) if the buyer fails to carry out the action with which he must cooperate in delivery.
7. In the event of delivery carriage paid and unloaded, the proprietor shall conclude the agreements necessary for transport to the agreed or determined place and the general terms and conditions of the carrier engaged by the proprietor shall apply in full to this delivery.
8. Upon delivery, carriage paid of work not unloaded, the Company shall not be required to transport the materials any further than up to which the Vehicle can reach a site that has been properly drivable/ navigable and made safe, all this at the discretion of the Carrier and the General Terms and Conditions to be applied by the Carrier (as referred to in section 7 of this Article). The buyer is obliged to take delivery of the materials there.
9. The Company shall be entitled to perform the delivery in parts.
10. If the agreement does not stipulate a purchase date, the buyer shall in any case take delivery within 1 month after the agreement has been concluded. This is a deadline.
Article 8: Payment
1. The payment of the purchase price including VAT takes place within a period of time set by the entrepreneur. The due date is 50% of the price of the order within two days after acceptance of the order and the remaining 50% within 7 working days after delivery of the order. Payment must be made without setoff, discount and/or suspension.
2. If the contract also includes the transport of materials, the Company may dispatch the materials with the stipulation that this or the related documents will only be handed over to the Buyer against payment of the price, even if this is not stated in the order confirmation.
3. If the Company, or a third party on behalf of the Company, engages third parties for the (judicial) collection, all related costs will be for the account of the Buyer with a minimum of 15% of the amount to be claimed and furthermore with a minimum of € 500.00 per order and to be increased with VAT.
4. If the Buyer fails to pay on time, all payment obligations of the Buyer, regardless of whether the Company has already invoiced in this respect, will become immediately due and payable and will bear interest from the due date at the statutory interest rate.
5. Payments by or on behalf of the buyer will consecutively serve to pay the extrajudicial collection costs owed by the buyer, the judicial costs, the costs owed by the buyer, the interest owed by the buyer and then in order of age the outstanding principal amounts (on the orders) regardless of instructions to the contrary from the buyer.
Article 9: Retention of title
1. The Company retains ownership of all materials delivered by the Company to the Buyer until the full purchase price of these materials has been paid, including extrajudicial costs, interest and penalties. This retention of title also applies in the event that the Company obtains claims against the Buyer on account of the Buyer’s failure to fulfil one or more of its obligations towards the Company. The buyer is not allowed to pledge delivered materials or to grant a third party any right to them as long as ownership of them has not passed to the buyer.
2. Notwithstanding this retention of title, the buyer is permitted to process or dispose of the materials delivered under retention of title within the framework of his normal business operations.
3. If the Buyer is in default with regard to the performance referred to in paragraph 1, the Company will be entitled, at the Buyer’s expense, to have the materials belonging to it retrieved from the place where they are located. The Buyer shall cooperate in this regard. The Buyer irrevocably authorises the Company to enter or cause to enter the premises used by or for the Buyer to do so.
Article 10: Inspection and advertising
1. The buyer is obliged to check the delivered materials for transport damage, quantity and quality immediately upon arrival at the place of (ex) delivery before processing them. Any transport damage and deviations from the agreed quantity of materials and/or quality must be stated on the consignment note, etc., under penalty of forfeiture of the right to claim this damage, and must also be reported to the Company in writing by the Buyer within 24 hours of delivery.
2. In the event of slight deviations in size, weight and/or colour or in surface structure, the buyer does not have the right to reject. The provisions of the suppliers hereof to the Company apply to the quality and quality of the goods delivered.
3. The right of the buyer to claim that the materials do not comply with the agreement shall lapse in the event of shortcomings that are not visible at the time of delivery, if the buyer does not inform the company in writing within 8 days after he could reasonably have discovered the shortcoming, stating the nature of the shortcoming and the number of products for which the shortcoming was found.
4. The rights of the buyer as referred to in paragraph 3 shall in any case lapse after the products delivered have been processed, or at least after the products delivered have been introduced into the processing process, unless the shortcomings are covered by the guarantee issued by the company with regard to the products.
5. The Buyer must hold the Company liable in writing within a period of 8 days from the date on which the defect giving rise to a claim under the guarantee issued by the Company is discovered or could have been discovered by a careful Buyer, failing which the claim under the guarantee will lapse.
Article 11: Return shipments
Return shipments will only be accepted if this has been agreed in the order.
Article 12: Security
1. If there is a well-founded suspicion that the Buyer will not strictly comply with his obligations, the Buyer is obliged, at the Company’s first request, to immediately provide adequate security in the form desired by the Company, and if necessary to supplement this security for the fulfilment of all his obligations. As long as the Buyer has not complied with this, the Company will be entitled to suspend the fulfilment of its obligations.
2. If the buyer has not complied with a request as referred to in paragraph 1 within 14 days after a written reminder to that effect, all his obligations become immediately due and payable.
3. If the Company has already sent the materials before it becomes aware of circumstances on the basis of which the Company has reasonable grounds to fear that the Buyer will not fulfil its obligations, it may oppose the delivery of the materials to the Buyer, even if the Buyer already has a document in its possession that entitles it to unconditional delivery by the Company. The Company shall inform the Buyer of this suspension and shall continue to perform if and as soon as the Buyer provides sufficient security.
Article 13: Liability
1. The liability of the entrepreneur, as referred to in these terms and conditions, as well as any other liability, arising from other facts or circumstances, never goes beyond compensation of the invoice value, or redelivery of similar materials, such at the entrepreneur’s discretion and for the entrepreneur is able to deliver similar goods.
2. The entrepreneur shall never be liable for consequential damage and (in) direct loss of profits, stagnation damage, construction delays, loss of orders, loss of profit, processing costs and the like.
3. In the event of delivery of products by the trader that he has bought from third parties, the trader only provides a guarantee on these products that is identical to the guarantee that the trader obtains from his suppliers.
4. If the Company is held liable by third parties for damages, the Buyer indemnifies the Company against such claims for damages made by third parties, unless there is intent or wilful recklessness on the part of the Company.
5. The entrepreneur is not obliged to handle a claim under the guarantee if the buyer has not fulfilled his payment obligation towards the entrepreneur.
6. If the Buyer can hold the Company liable for the guarantee issued by the Company, the extent to which and the manner in which repair and/or replacement will take place will be at the Company’s discretion.
Article 14: Termination of the contract
1. The entrepreneur may unilaterally dissolve the agreement with the buyer:
if the failure of the buyer to comply with an obligation resting on him constitutes a substantial shortcoming, which is the case, for example, if the buyer fails to pay the purchase price on time or does not take receipt of the materials or does not take receipt of them on time;
if a petition for bankruptcy is filed for the buyer, or a petition for suspension of payments is filed for the buyer, the buyer is placed under administration, or the buyer requests the application of the Debt rescheduling for natural persons Act;
In the event that the Buyer fails to comply with the Company’s request to provide security in accordance with Article 12;
2. If a shortcoming in the fulfilment of the obligations with regard to one of the episodes by the Company to the Buyer gives the Company good reason to conclude that with regard to the future episodes a substantial shortcoming will occur, the Company may, provided within a reasonable period of time, a more recent agreement than the present one, for the future declare dissolved.
3. The entrepreneur can give the purchaser written permission to cancel the agreement against payment by the purchaser of reasonable compensation for the loss suffered by the entrepreneur and the loss of profit.
4. In the event that the Company dissolves the Agreement in accordance with this Article, all that the Company may claim from the Buyer on any account whatsoever will be immediately due and payable.
Article 15: Force majeure
1. In the event of force majeure, the company has the right to cancel the agreement or to suspend its delivery obligations for as long as the force majeure continues.
2. In this agreement, force majeure is understood to mean the meaning given to it under Dutch law. In addition to this, force majeure for the Company includes strikes in the broadest sense of the word, stagnation in the supply of materials, unavailability of transport, government measures and the event that the Company’s suppliers fail to deliver, expressly including circumstances causing delays in the normal production process and/or the delivery from the suppliers from which the Company procures the materials.
Article 16: Applicable law and competent court
1. All agreements entered into by the entrepreneur are governed by Dutch law to which these general terms and conditions as a supplement and insofar as mandatory provisions do not oppose this as a deviation.
2. Any disputes between the Company and the Buyer will be settled by the competent court of the Company’s place of business.