In these general terms and conditions the following definitions apply:
1. Hoenderdaal Fasteners: the company as defined in article 2 of these general terms and conditions;
2. Customer: the Party with whom Hoenderdaal Fasteners has concluded an Agreement or the party who is negotiating such an Agreement with Hoenderdaal Fasteners;
3. Agreement: any mutual agreement or order, entered into between Hoenderdaal Fasteners and the Customer, whereby Hoenderdaal Fasteners undertakes to provide Services and/or deliver Product(s) to the Customer, under certain conditions and at an agreed price.
4. Party(ies): the Customer and Hoenderdaal Fasteners together or each as an individual contracting party;
5. Written(s): notice by e-mail or letter.
6. Third party/parties: other natural or legal persons who are not part of this Agreement;
7. Service(s): refer to all services offered by Hoenderdaal Fasteners, including but not limited to: access to and use of the online order portal and/or the Hoenderdaal Fasteners website, customer service and any other service offered by Hoenderdaal Fasteners in connection with the sale and delivery of its Product(s). These services may be offered as part of an Agreement with the Customer or separately (as a 'stand-alone' Service).
8. Product(s): the Product(s) offered by Hoenderdaal Fasteners which may include, but are not limited to, (mechanical) fasteners in the broadest sense, such as: screws, bolts, nuts, washers, nails, plugs, and other related fasteners, as well as all other related Product(s) offered by Hoenderdaal Fasteners. Hoenderdaal Fasteners co-delivers the Product(s) to the Customer.
9. Sample: an indicative, free of charge, example of a Product(s) provided to the Customer by Hoenderdaal Fasteners for the purpose of assessing the quality, colour, size or other characteristics of the Product(s) to be delivered, without guaranteeing that the Product(s) ultimately delivered will correspond exactly to the Sample(s) provided.
Duration Agreement: a contractual arrangement between the Parties involving mutual obligations and aimed at continuous performance.
Company name: Hoenderdaal Fasteners BV
Street name and number: Wageningselaan 18
Postcode and place of business: 3903 LA Veenendaal
Chamber of Commerce number: 30162586
1. These General Terms and Conditions shall apply to every offer and all (legal) acts of Hoenderdaal Fasteners and to every Agreement concluded between Hoenderdaal Fasteners and the Customer.
2. If the Agreement is concluded electronically, then, in deviation from the previous paragraph and before the Agreement is concluded, the text of these General Terms and Conditions may be made available to the Customer electronically in such a way that it can be easily stored by the Customer on a sustainable data carrier. If this is not reasonably possible, then before the Agreement is concluded, it will be indicated where the general terms and conditions can be inspected electronically and that they will be sent electronically or otherwise free of charge at the Customer's request.
3. Unless expressly agreed otherwise and in Writing, the applicability of other (general) terms and conditions is excluded.
4. Deviations or additions to these general terms and conditions shall only be valid if expressly agreed (and) In Writing.
5. If Hoenderdaal Fasteners does not always require strict compliance with these general terms and conditions, this does not mean that the provisions do not apply or that Hoenderdaal Fasteners would to any extent lose the right to require strict compliance with the provisions of these general terms and conditions in other cases.
6. If and insofar as any provision of these general terms and conditions cannot be invoked on the grounds of reasonableness and fairness or its unreasonably onerous nature, the provision in question shall in any event be accorded a meaning corresponding as closely as possible to its content and purport so that it can be invoked.
7. Hoenderdaal Fasteners cannot guarantee that the work it carries out will always achieve the result desired by the Customer. The accepted order leads to an obligation of effort and not to an obligation of result.
8. Hoenderdaal Fasteners is entitled to engage Third Party(ies) for the performance of the Agreement.
9. The effect of Article 7:404 and/or 7:407 paragraph 2 of the Dutch Civil Code (hereinafter "DCC") is/are excluded.
1. All offers, including but not limited to quotations, brochures, price indications and price lists, shall in principle be without obligation, unless expressly agreed otherwise in Writing. However, if an offer has a limited period of validity or is offered under specific conditions, this shall be explicitly stated in the offer itself.
2. The offer contains a complete and accurate description of the Product(s) and/or Services offered. The description is sufficiently detailed to enable a proper assessment of the offer by the Customer. Obvious mistakes and/or obvious errors regarding, for example, amounts stated shall not bind Hoenderdaal Fasteners.
1. The Agreement is concluded at the moment the Customer accepts the offer and fulfils the conditions (if any) set therein.
2. If any provision of these general terms and conditions or an Agreement turns out to be invalid or is annulled, this shall not affect the validity of the entire general terms and conditions or Agreement. The parties shall consult in order to agree on a new provision to replace the void or voided provision, taking into account the purpose and meaning of the void or voided provision as much as possible.
3. Hoenderdaal Fasteners reserves the right not to execute a concluded Agreement, for example if it has reasonable doubt or information that the Customer will not (be able to) fulfil his (financial) obligations. If Hoenderdaal Fasteners refuses, it shall inform the Customer of the refusal In Writing within a reasonable period after the conclusion of the Agreement.
4. The Customer's right of suspension and right of set-off are excluded if the Customer acts in the exercise of a profession or business.
5. These general terms and conditions also apply to future, additional and/or follow-up orders.
6. If the Customer has accepted the offer electronically, Hoenderdaal Fasteners shall immediately confirm receipt of the acceptance of the offer electronically.
1. If the Customer fails to fulfil one or more of its obligations, fails to fulfil them on time or properly, is declared bankrupt, applies for a (provisional) moratorium and/or suspension of payments, proceeds to wind up its business, as well as when its assets are seized in full or in part then Hoenderdaal Fasteners shall be entitled to suspend the performance of the Agreement or to terminate and/or dissolve the Agreement by operation of law and without prior notice of default, wholly or in part, by means of a Written statement, all this at its discretion and always with retention of any right it has to compensation for costs, damage and interest.
2. If the Agreement is terminated by reason of force majeure, as referred to in Article 8 of these General Terms and Conditions, Hoenderdaal Fasteners shall be entitled to payment of the hours already worked or investments made at the time of termination of the Agreement.
3. Unless otherwise agreed, termination of a continuing performance agreement shall be effected In Writing and with due observance of a notice period of 1 (one) month if the Agreement is terminated within the first running year of the Agreement. In the second running year of the Agreement, a notice period of 2 (two) months must be observed. From the third running year of the Agreement, the notice period to be observed is 6 (six) months.
1. Hoenderdaal Fasteners shall not be liable for indirect and direct damage. Not excluded is Hoenderdaal Fasteners' liability for damage resulting from intent or deliberate recklessness of Hoenderdaal Fasteners.
2. Hoenderdaal Fasteners shall not be liable for any direct or indirect damage. This includes, but is not limited to, loss of profit, consequential damage, stagnation damage, construction delay, loss of orders and all damage arising as a direct or indirect consequence of defects to the Customer and/or Third Party(ies). Under no circumstances shall Hoenderdaal Fasteners be liable for such damage.
3. Hoenderdaal Fasteners shall not be liable for any damage suffered by the Customer due to Product(s) supplied by suppliers of Hoenderdaal Fasteners. For complaints or claims in this respect, the Customer must address the relevant supplier.
4. If Hoenderdaal Fasteners can nevertheless be held liable in a specific case, regardless of the provisions of this Article, this shall only apply to direct damage. In such cases, Hoenderdaal Fasteners' total liability shall be limited to compensation of damage up to a maximum of the amount of the fee stipulated for that Agreement (excluding VAT).
5. The amount of compensation shall never exceed the amount paid out by Hoenderdaal Fasteners' liability insurance.
6. If Hoenderdaal Fasteners can nevertheless be held liable for direct damage, then direct damage shall exclusively be understood to mean:
a. reasonable costs that the Customer would have to incur to have Hoenderdaal Fasteners performance comply with the Agreement. Reasonable costs shall be determined on the basis of the market value of the Product(s) concerned at the time of the damage. The maximum amount for such costs shall not exceed the total invoice amount of the original Agreement. However, such replacement damage shall not be compensated if the Agreement is rescinded by or at the demand of the Customer.
b. reasonable costs incurred by the Customer for keeping its old system or systems and related facilities operational longer out of necessity because Hoenderdaal Fasteners failed to deliver on a final delivery date binding for it, less any savings resulting from the delayed delivery;
b. reasonable costs incurred to determine the cause and extent of the damage insofar as the determination relates to damage within the meaning of these general terms and conditions;
c. reasonable costs incurred to prevent or limit the damage insofar as the Customer proves that these costs have led to a limitation of the damage in the sense of these general terms and conditions.
7. As an alternative to monetary compensation in currency, Hoenderdaal Fasteners reserves the right to deliver Product(s) of equal value instead. The choice between compensation in cash or in Product(s) shall be made by Hoenderdaal Fasteners, although the preference shall be for compensation in the form of Product(s).
a. The Customer also has the option to dissolve the Agreement if that is the preferred option compared to the discussed alternative in paragraph 7 of this article.
8. The Customer shall indemnify Hoenderdaal Fasteners against any claims of Third Party(ies), which suffer damage in connection with the performance of the Agreement.
9. Hoenderdaal Fasteners shall not be liable for defects or problems arising from misuse of the Product(s) by the Customer, or for any defects, damage or losses occurring after the Customer has repackaged and resold the Product(s). The Customer is fully responsible for the proper use and handling of the Product(s) after receipt.
General liability provisions:
10. If the Agreement is a continuing performance agreement with a term of more than 6 (six) months, the fee stipulated for that Agreement shall be set at the total fees (excluding VAT) of the past 6 (six) months prior to the event causing damage.
11. A condition for any right to compensation shall always be that the Customer reports the damage In Writing to Hoenderdaal Fasteners as soon as possible after it occurs. Any claim for damages against Hoenderdaal Fasteners shall lapse by the mere expiry of 12 (twelve) months after the claim arose.
12. Hoenderdaal Fasteners shall not be liable for damage caused by auxiliary persons as referred to in Article 6:76 of the Dutch Civil Code.
13. Hoenderdaal Fasteners shall not be liable for damage, of whatever nature, resulting from the fact that Hoenderdaal Fasteners has relied on incorrect and/or incomplete data provided by the Customer and/or if the Customer has delivered these data too late.
1. This article specifically addresses the liability for Product(s) that are exclusively developed and manufactured by Hoenderdaal Fasteners.
2. Hoenderdaal Fasteners is responsible for the Product(s) it manufactures and sells itself. This includes the obligation to deliver Product(s) that are free of (visible) defects and safe for use and/or application. In the unlikely event that defects do arise in these Product(s), Hoenderdaal Fasteners assumes the responsibility to solve these problems. Any direct damage arising from such defects shall be compensated by Hoenderdaal Fasteners, unless Hoenderdaal Fasteners can demonstrate that the defect in the Product(s) did not exist at the time the Product(s) were delivered, or that the defect was caused by factors beyond Hoenderdaal Fasteners' control.
3. Hoenderdaal Fasteners also purchases Product(s) from suppliers. For these purchased Product(s), Hoenderdaal Fasteners takes no responsibility for any (visible) defects and the safety of use and/or application. The responsibility for any defects in these purchased Product(s) and resulting damage to Third Party(ies) and/or the Customer lies with the relevant supplier. Therefore, any claim relating to such Product(s) must be addressed directly to the relevant supplier.
4. Hoenderdaal Fasteners' liability is limited to damage that is the direct and foreseeable consequence of the defect in the Product. Hoenderdaal Fasteners shall not be liable for indirect or consequential damage, unless it results from intent or gross negligence of Hoenderdaal Fasteners.
5. In the event that the Customer discovers a defect in the Product(s) delivered by Hoenderdaal Fasteners, the Customer must notify Hoenderdaal Fasteners of this in writing as soon as possible, but no later than 5 (days) working days after discovery. This notification must contain a detailed description of the detected defect and the damage caused.
6. After receipt of the notification, Hoenderdaal Fasteners shall investigate the reported defect. If Hoenderdaal Fasteners acknowledges the defect, Hoenderdaal Fasteners shall, at its sole discretion;
a. replace the defective Product(s);
b. offer the Customer a price reduction.
7. Upon discovery of a well-founded defect in a Product(s), Hoenderdaal Fasteners may replace the Product(s) with a new, comparable Product(s). Hoenderdaal Fasteners is not responsible for the physical replacement of the Product(s) in its application or use. The Customer itself is responsible for the installation or implementation of the replacement Product(s). In cases where the complaint regarding a well-founded defect is justified, then Hoenderdaal Fasteners may bear the cost of installing the replacement Product(s), subject to prior Written Agreement.
8. Hoenderdaal Fasteners' obligations under this Article shall not apply if the reported defect is the result of normal wear and tear, improper handling and/or application and/or processing of the Product(s) by the Customer, or if the Customer or a Third Party(ies) has made improper application or improper processing of the Product(s) without Hoenderdaal Fasteners' consent;
9. If the Customer chooses to install the Product(s) of Hoenderdaal Fasteners itself, have them installed, processed or have them processed by a Third Party(ies), Hoenderdaal Fasteners shall not be liable for any defects, losses, damages or costs arising from these activities, unless they are directly and irrefutably the result of defects in the Product(s) themselves that existed at the time of delivery.
10. It is the Customer's responsibility to ensure that any installation, handling or processing of the Product(s) is carried out in accordance with Hoenderdaal Fasteners' instructions, applicable industry standards and applicable legislation. Any deviation from this may be considered as improper handling of the Product(s) and may result in the cancellation of Hoenderdaal Fasteners' liability.
11. The rights and remedies in this clause are exclusive and supersede any other rights and remedies the Customer may have under applicable law. However, this provision does not affect the Customer's legal rights in cases of wilful misconduct and/or gross negligence of Hoenderdaal Fasteners.
12. This Article is without prejudice to any legal rights the Customer may have under applicable product liability legislation.
1. Hoenderdaal Fasteners may at the Customer's request provide Sample(s) free of charge to assess the quality, colour, size or other characteristics of the Product(s) to be delivered. These Sample(s) serve solely as an indication and not as a guarantee that the Product(s) ultimately delivered will correspond exactly to the Sample(s) provided.
2. Samples, samples or examples of Product(s) provided by Hoenderdaal Fasteners to the Customer are indicative only. Although Hoenderdaal Fasteners shall endeavour to ensure that the final Product(s) correspond as closely as possible to the samples, swatches or examples provided, there may be minor differences in colour, material or design which shall not constitute a defect or default.
3. The Customer shall carefully inspect the Sample(s) provided and communicate any comments or objections in respect of the Sample(s) In Writing to Hoenderdaal Fasteners within a reasonable time after receipt of the Sample(s).
4. If the Customer approves the Sample(s), then it is assumed that the Customer agrees to any minor deviations in respect of specified sizes, weights, numbers, colours and other such data, as described in clause 1 (one) of this Article. However, such deviations shall only concern deviations that are permissible in society, given the industry and the circumstances of the case, and which are of such a minor nature that they do not justify rescinding the Agreement or being able to claim damages.
5. Minor deviations between the Product(s) delivered and the sample provided may not constitute grounds for rejection, discount, rescission of the Agreement or damages.
6. The more or less quantity delivered shall be charged to the Customer or settled with the Customer.
7. Hoenderdaal Fasteners shall at all times have the decisive vote in assessing whether deviations are to be considered minor. After approval of the Sample(s) by the Customer, then the guarantee and liability of Hoenderdaal Fasteners with regard to aspects that were already (visibly) present in the Sample(s) lapse. In this case, the Customer has no right to repair, modification or compensation of any kind.
8. Unless expressly agreed otherwise, the costs of providing Sample(s), including any shipping and processing costs, shall be charged to the Client. If an Order is placed on the basis of the Sample(s) provided, these costs may be offset against the total cost of the Sample(s) at Hoenderdaal Fasteners' discretion.
9. In the event of return of the Sample(s), then the Customer shall do so within a period specified by Hoenderdaal Fasteners and in accordance with Hoenderdaal Fasteners' return conditions. Any costs arising from failure to return the Sample(s) within the specified period and/or failure to comply with the return conditions shall be borne by the Customer.
1. Minor deviations with regard to the delivery of Product(s) in terms of specified sizes, weights, numbers, colours and other similar data are permitted, if minor, and shall not be regarded as shortcomings.
2. Sample(s) shown or provided are for illustrative purposes only, without the items that are the subject of an Agreement for Sale or Service necessarily having to correspond to them.
3. The Product(s) to be supplied comply with the quality requirements and standards set or governed by Dutch and European laws and regulations. As importer of goods outside Europe, Hoenderdaal Fasteners shall comply with the applicable European laws and regulations. If the Product(s) delivered in the Netherlands are used outside the Netherlands, the Customer shall be responsible for ensuring that the Product(s) to be delivered comply with the quality requirements, standards and applicable European laws and regulations in force in the country concerned, unless expressly agreed otherwise in writing between the Parties. Deviating quality requirements set by the Customer for the goods or Product(s) to be delivered, which deviate from the usual requirements, must be explicitly communicated by the Customer upon entering into the Agreement. Only if Hoenderdaal Fasteners confirms that they will meet these specific requirements of the Customer, the Customer may trust that this has been taken into account by Hoenderdaal Fasteners and that the goods or Product(s) are suitable for this.
1. In addition to the provisions of Article 6:75 of the Dutch Civil Code, a failure by Hoenderdaal Fasteners in the fulfilment of any obligation towards the Customer cannot be attributed to Hoenderdaal Fasteners in the event of a circumstance beyond the control of Hoenderdaal Fasteners, as a result of which the fulfilment of its obligations towards the Customer wholly or partly impeded or as a result of which the fulfilment of its obligations can no longer reasonably be required of Hoenderdaal Fasteners. Such circumstances shall include defaults by suppliers or other Third Parties, shortages and/or defects in raw materials and materials with which the Product(s) must be manufactured or delivered, construction faults in Third Party Product(s), manufacturing faults in Third Party Product(s), (power) failures, computer viruses, extreme weather conditions, fire (danger), (imminent) danger of war, pandemics, epidemics, quarantines, absenteeism or incapacity for work within the organisation of Hoenderdaal Fasteners and/or the Third Party/parties engaged by it, strikes within the organisation of Hoenderdaal Fasteners and/or - more broadly speaking - outside it, government measures, changes in national and/or international legislation and regulations, situations as a result of which delivery cannot take place, the cause of which cannot reasonably be influenced by Hoenderdaal Fasteners (e.g. heavy rain or storm showers, breakdowns of bicycles and equipment with which the Product(s) must be transported or assembled, and the occurrence of unforeseen complications as a result of changes in the laws and regulations in other countries where Hoenderdaal Fasteners exports its Product(s).
2. If a situation as referred to in paragraph 1 of this Article arises as a result of which Hoenderdaal Fasteners cannot fulfil its obligations to the Customer, those obligations shall be suspended for as long as Hoenderdaal Fasteners cannot fulfil its obligations. If the force majeure situation has lasted for 30 (thirty) calendar days, then both Parties have the right to dissolve the Agreement In Writing in full or in part. In that case, Hoenderdaal Fasteners shall not be obliged to compensate any damage, even if Hoenderdaal Fasteners enjoys any advantage as a result of the force majeure situation.
1. Hoenderdaal Fasteners guarantees that the Product(s) complies with the Agreement, with the specifications stated in the offer, with the reasonable requirements of soundness and/or usability and with the existing statutory provisions and/or government regulations on the date the Agreement was concluded.
2. The warranty periods for the Product(s) of Hoenderdaal Fasteners are in principle 1 (one) year.
3. The warranty will be voided if:
a. the Customer has himself improperly installed and/or applied, repaired and/or treated/processed the delivered Product(s) or has had it installed,processed, repaired and/or treated or improperly applied by Third Party(ies);
b. The delivered Product(s) have been exposed to abnormal conditions or otherwise treated carelessly or have been treated contrary to the instructions of Hoenderdaal Fasteners and/or on the packaging;
c. The defectiveness is wholly or partly the result of regulations imposed or to be imposed by the government regarding the nature or quality of the materials used.
1. All amounts are in euros and exclusive of turnover tax (VAT) and other government levies unless agreed otherwise.
2. Hoenderdaal Fasteners reserves the right to apply an inflation correction once a year.
3. If, between the date of the offer and the date of the conclusion of the Agreement, or between the date of the conclusion of the Agreement and its execution, price increases occur due to factors beyond the control of Hoenderdaal Fasteners (e.g. due to increases in material costs, production costs, import duties, taxes, transport costs or changes in currency exchange rates), Hoenderdaal Fasteners reserves the right to pass on these increases to the Customer. This is excluded only if explicitly prohibited by law.
4. The agreed amounts are based on cost-determining factors at the time of the offer. During the entire term of the Agreement, Hoenderdaal Fasteners reserves the right to pass on to the Customer any changes in cost-determining factors over which Hoenderdaal Fasteners cannot reasonably exercise any influence, including but not limited to: increases in excise duty, social security contributions, insurance premiums, turnover tax, transport costs such as import duties and container prices, and changes in exchange rates. There will be no cap on the increase in price due to these changes.
5. Hoenderdaal Fasteners shall also be entitled to increase the amounts, as mentioned in the offer, in which case the Customer shall have a right of immediate termination at the time the price change takes effect. Hoenderdaal Fasteners shall notify the Customer of such a price change no later than 1 (one) month before the price change takes effect.
6. A compound quotation shall not oblige Hoenderdaal Fasteners to perform part of the Agreement at a corresponding part of the quoted amount.
7. Discounts and quoted amounts do not automatically apply to future Agreements.
Hoenderdaal Fasteners reserves the right to charge freight and administration costs when the total invoice amount falls below an amount agreed in advance with the Customer. This amount, known as the 'carriage paid limit', may vary by Customer and by country. If an order falls below this carriage-paid limit, the actual freight and handling costs will be charged to the Customer.
1. Unless provided otherwise in the Agreement or additional terms and conditions, the amounts owed by the Customer must be paid within 30 (thirty) days of the invoice date.
2. The Customer has the duty to report inaccuracies in payment details provided or stated immediately to Hoenderdaal Fasteners.
3. If the Customer does not fulfil his payment obligation(s) in time, Hoenderdaal Fasteners shall draw the Customer's attention to the overdue payment and the Customer shall be granted a period of 7 (seven) days to still fulfil his payment obligations. After failing to pay within this seven-day period, the Customer shall be in default. As a result, the Customer shall also owe the statutory (commercial) interest on the amount still due. In addition, Hoenderdaal Fasteners is entitled to charge the extrajudicial collection costs it has incurred.
4. If an invoice is not approved by the Customer, this must be communicated in writing to Hoenderdaal Fasteners within 7 (seven) days after the invoice date. However, this is no reason to suspend payment. The same applies to any objections to Product(s) delivered.
5. In the event of (reasonable prospect of) bankruptcy, liquidation or suspension of payments or debt restructuring under the WSNP, Hoenderdaal Fasteners' claims on the Customer and the Customer's obligations to Hoenderdaal Fasteners shall be immediately due and payable.
6. Payments made by the Customer shall always serve in the first place to settle all interest and costs due, in the second place to settle due and payable invoices which have been outstanding the longest, even if the Customer indicates that the payment relates to a later invoice.
1. Hoenderdaal Fasteners shall endeavour to comply with the delivery terms stated in the order confirmation to the best of its ability. However, these delivery periods are only indicative and not binding. Therefore, unless otherwise agreed in writing, the delivery term stated in the order confirmation shall not be considered a deadline.
2. Hoenderdaal Fasteners shall state the delivery time as accurately as possible and shall make every effort to deliver within this time. However, the Customer shall not be entitled to compensation or dissolution if the delivery time is exceeded, unless this has been expressly agreed or is the result of gross fault or carelessness on the part of Hoenderdaal Fasteners.
3. The Customer cannot cancel the order or refuse receipt/payment of the Product(s) because of exceeding the delivery time.
4. If the delivery period is exceeded, the Customer may give Hoenderdaal Fasteners a reasonable period for compliance by registered letter, which shall be at least 2 (two) weeks from receipt of the registered document by Hoenderdaal Fasteners.
5. Only after the expiry of the fatal term (paragraph 4) may the Customer dissolve the agreement. However, Hoenderdaal Fasteners shall in no case be obliged to pay damages.
6. The delivery address shall be the address that the Customer has given to Hoenderdaal Fasteners. If delivery of the Product(s) takes place from a location designated by Hoenderdaal Fasteners, this location shall be considered the delivery address.
7. Hoenderdaal Fasteners may deliver in parts or wait with delivery until the entire order is ready. This shall be discussed with the Customer. In the event of delivery in parts, Hoenderdaal Fasteners may invoice the Product(s) delivered immediately.
8. By signing the delivery note, the Customer confirms that he has received the number of stated packages or pallets from Hoenderdaal Fasteners and that these show no visible damage at the time of delivery. The specific contents of the packages or pallets, as well as the price to be paid per Product(s), shall be confirmed after delivery on the basis of the invoice and shall not be subject to verification when signing the delivery note.
9. If delivery of an ordered Product(s) is impossible, Hoenderdaal Fasteners will try to offer a replacement Product(s). This will be clearly communicated by Hoenderdaal Fasteners. With replacement Product(s), the right of withdrawal cannot be excluded. The costs of any return shipment shall be borne by Hoenderdaal Fasteners, provided that the non-delivery lies within Hoenderdaal Fasteners' risk.
10. The risk of damage/loss of Product(s) lies with Hoenderdaal Fasteners until the moment of delivery and placement with the Customer or a previously designated representative, unless otherwise agreed.
11. The Customer must ensure that an authorised person is present during the delivery period to take delivery of the Product(s). If no one is present during the delivery, the carrier shall be entitled to deliver the Product(s) back to Hoenderdaal Fasteners The Customer shall then remain responsible for the transport costs.
12. A waybill, delivery note or similar document issued on delivery shall be deemed to correctly reflect the quantity of the Product(s) delivered, unless the Customer raises an objection with Hoenderdaal Fasteners immediately after receiving the Product(s) and notes this objection on the document before signing it.
13. Even if the Customer timely reports that fewer Product(s) have been delivered than stated according to the quotation, this does not entitle the Customer to suspend payment obligations.
14. Hoenderdaal Fasteners reserves the right to accept minor deviations in the quantity of Product(s) delivered (more or less deliveries). Such deviations may occur due to the complexity of the production and delivery processes. If the quantity of Product(s) delivered has a deviation of 5% (five) more or less than the quantity ordered, unless otherwise agreed, this is considered an acceptable deviation and does not constitute a defect, default or shortcoming on the part of Hoenderdaal Fasteners. The Customer shall be obliged to accept the delivery and pay the price for the quantity actually delivered.
15. In the event of significant deviations in the quantity of Product(s) delivered, or if the Customer is of the opinion that the Product(s) delivered deviate significantly from the Sample(s), samples or examples provided, the Customer must notify Hoenderdaal Fasteners immediately, or within 5 (five) working days. In such cases, Hoenderdaal Fasteners shall cooperate in good faith with the Customer to find a satisfactory solution.
16. If the Customer has a complaint about the Product(s) delivered, the Customer must notify Hoenderdaal Fasteners In Writing immediately, but no later than 5 (five) working days after receipt of the Product(s). The complaint must contain a detailed description of the shortcoming, as well as any supporting documentation or evidence. Hoenderdaal Fasteners will consider the complaint and, if found justified, work with the Customer to find an appropriate solution. Filing a complaint does not release the Customer from its payment obligations in respect of the Product(s) delivered and/or to be delivered.
17. If the Customer has specific wishes or requirements with regard to the delivery of Product(s), such as specific packaging methods, special delivery schedules or other non-standard requests, Hoenderdaal Fasteners reserves the right to charge a reasonable additional price. This surcharge shall be calculated on the basis of the additional costs incurred by Hoenderdaal Fasteners to meet these specific requests of the Customer and shall be stated separately on the invoice to the Customer.
18. Hoenderdaal Fasteners has the right to charge for pallets or other packaging materials delivered to the Customer, but which are not returned within a reasonable period after delivery. These costs shall be stated separately on the invoice to the Customer.
19. Call-off orders must be taken within the terms agreed in the Agreement. Failing this, Hoenderdaal Fasteners is entitled to deliver the undelivered part of the order at once and charge the Customer for this. This does not release the Customer from his obligation to pay for these Product(s) in accordance with the payment terms agreed in the Agreement.
1. If carriage-paid delivery has been agreed between the Parties, the Product(s) shall travel at Hoenderdaal Fasteners' expense and risk. In all other cases, the costs and risks during transport shall be borne by the Customer. The choice of means of transport shall be determined by Hoenderdaal Fasteners. In the case of carriage-paid delivery to the Customer's work address or if the location is ashore, Hoenderdaal Fasteners shall not be required to transport the Product(s) any further than where the means of transport can cross a well-travelled terrain, the vessel along wellnavigable water or the aircraft can reach a safely accessible airport.
2. The unloading of the Product(s) delivered by or on behalf of Hoenderdaal Fasteners shall - unless otherwise agreed in Writing between the Parties - be done by the Customer (or a designated Third Party(ies)) and at its own expense and risk. If the Customer fails to do so, the resulting costs shall be for the Customer's account.
3. If the Customer wishes delivery by vessel or aircraft, this must be agreed upon when entering into the Agreement. This particular shipping method may result in additional costs, which shall be entirely borne by the Customer.
1. Return shipments will only be accepted after prior consultation between the Customer and Hoenderdaal Fasteners. Product(s) that are fully or partially processed, damaged or of which the packaging is missing, the packaging has been opened or if the packaging is incomplete or damaged, cannot be returned.
2. Fully or partially processed Product(s), damaged Product(s) and packaged Product(s), whose packaging is missing or damaged, can never be returned.
3. In case of abnormal return shipments, for example where the cost of returning significantly exceeds the carriage paid limit, a detailed overview of the costs involved will be drawn up by the Customer and shared with Hoenderdaal Fasteners. This may occur for returns where the logistical or administrative costs are exceptionally high. Both Parties must agree to the costs incurred prior to the return shipment. If no agreement is reached, Hoenderdaal Fasteners reserves the right to refuse the return shipment. It is important to note that this clause only covers situations outside the standard return procedures.
4. The Customer is responsible for return shipping costs, unless there is a defective or damaged Product(s) due to an error of Hoenderdaal Fasteners. In that case, Hoenderdaal Fasteners will bear the cost of the return shipment. The Customer's attention is drawn to the fact that, depending on the size and weight of the Product(s), the costs for return shipments may vary significantly and may possibly amount to an amount within a range of 50.- (twenty) euros to 1,000.- (thousand)] euros. The Customer is advised to enquire about the exact shipping costs prior to the return shipment.
5. If the Customer wishes to return Product(s), this must be done within a reasonable period after receipt of the Product(s). Hoenderdaal Fasteners reserves the right to refuse returns if they occur outside the stipulated period.
6. Upon acceptance of a return, Hoenderdaal Fasteners will refund the Customer the amount paid for the Product(s) in question as soon as possible, but no later than 14 (fourteen) days after receipt of the returned Product(s). Any shipping costs shall only be refunded if Hoenderdaal Fasteners is responsible for the return shipment.
1. The Customer can no longer invoke a defect in the performance if he has not protested to Hoenderdaal Fasteners on the matter within 10 (ten) months after he discovered or reasonably should have discovered the defect. If there is a visible defect upon delivery, a period of 5 (five) working days shall apply.
2. The Customer must give Hoenderdaal Fasteners at least 4 (four) weeks to resolve the complaint in mutual consultation.
3. If a complaint has not been reported to Hoenderdaal Fasteners within the periods mentioned in the previous paragraphs, the Product(s) shall be deemed to comply with the Agreement and to function in accordance with the Agreement.
4. Complaints shall not suspend the Customer's payment obligation, if the Customer acts in the exercise of a profession or business.
1. Rights and obligations of the Customer under this Agreement cannot be transferred without the prior Written consent of the Customer. This provision shall be considered a clause with effect under property law as referred to in article 3:83 paragraph 2 of the Dutch Civil Code.
1. Ownership of all Product(s) sold and delivered by Hoenderdaal Fasteners to the Customer shall remain with Hoenderdaal Fasteners:
a. as long as the Customer has not paid claims under the Agreement or previous or later similar Agreements;
b. as long as the Customer has not paid the work performed or to be performed under these or similar Agreements;
c. and as long as the Customer has not yet paid the claims of Hoenderdaal Fasteners due to failure in the fulfilment of such obligations, including claims relating to penalties, interest and costs, all this as referred to in Article 3:92 of the Dutch Civil Code.
2. The Customer shall not be authorised to pledge or otherwise encumber the Product(s) falling under the retention of title.
3. When exercising the retention of title, Hoenderdaal Fasteners shall be entitled to unhindered access to the Product(s). The Customer shall provide all cooperation to Hoenderdaal Fasteners in order to enable Hoenderdaal Fasteners to exercise the retention of title by repossessing the Product(s), including any necessary dismantling. The Customer hereby gives unconditional and irrevocable permission to Hoenderdaal Fasteners or a Third Party to be appointed by Hoenderdaal Fasteners, in all cases in which Hoenderdaal Fasteners wishes to exercise its proprietary rights, to enter all those places where the property will then be located and to take the Product(s) there.
4. If the Customer has acquired ownership of the Product(s) delivered under retention of title by accession or mixing and the Customer has not yet paid the claims referred to in paragraph 1, the Customer shall, at Hoenderdaal Fasteners' request, be obliged to transfer ownership of the Product(s) delivered back to Hoenderdaal Fasteners. If this requires the establishment of a right of superficies as referred to in Article 5:101 of the Dutch Civil Code, the Customer shall be obliged to cooperate.
5. If Third Party(ies) seize the Product(s) delivered under retention of title, or wish to establish or enforce rights thereon, the Customer shall be obliged to inform Hoenderdaal Fasteners thereof as soon as may reasonably be expected.
1. All intellectual property rights pertaining to and/or resulting from the Agreement executed by Hoenderdaal Fasteners rest with Hoenderdaal Fasteners. The Customer only acquires the non-exclusive and non-transferable rights of use expressly granted by these General Terms and Conditions and by law. Any other or further rights of the Customer are expressly excluded.
2. The documents provided by Hoenderdaal Fasteners to the Customer are exclusively intended to be used by the Customer. The Customer is not permitted to disclose and/or reproduce obtained information in any form whatsoever. This includes processing, selling, making available, distributing and integrating - whether or not after processing - in networks, except that such publication and/or reproduction is permitted In Writing by Hoenderdaal Fasteners and/or such publication and/or reproduction arises from the nature of the Agreement with Hoenderdaal Fasteners.
3. Hoenderdaal Fasteners has the right to use the Customer's name and logo as a reference or promotion, following Written permission to do so from the Customer.
4. The Customer shall indemnify Hoenderdaal Fasteners for claims of Third Party(ies) concerning intellectual property rights.
5. If Hoenderdaal Fasteners has copyright in a portrait commissioned by the Customer, the Customer shall give Hoenderdaal Fasteners permission to publish the work. Such publication is therefore expressly not an infringement of the Customer's portrait right.
6. If the Customer acts in breach of any provision of this article, regardless of whether the breach can be attributed to the Customer and without the need for prior notice of default or court proceedings, the Customer shall owe an immediately payable fine of €20,000 (twenty thousand euros) for each breach. In addition, the Customer shall owe an additional fine of €100 (one hundred euros) for each day that the breach continues, up to a maximum of €100,000 (one hundred thousand euros). These fines are due irrespective of the existence of any damage and are without prejudice to Hoenderdaal Fasteners' other rights, including the right to claim full damages.
1. Hoenderdaal Fasteners is at all times entitled to make changes, for example by making updates, to the technical facilities with respect to the order portal and/or website of Hoenderdaal Fasteners.
2. The Customer shall act and behave in accordance with what may be expected of a responsible and careful user of the Hoenderdaal Fasteners order portal and/or website.
3. The Customer is always responsible for any use - including unauthorised use - made of the user and access rights granted to it. The Customer shall take appropriate and reasonable measures to prevent unauthorised use. The Customer is not permitted to share rights of use and/or access rights with Third Parties.
4. The Customer shall at all times follow the instructions given by Hoenderdaal Fasteners for the use of the order portal and/or website.
6. A change that in the reasonable opinion of Hoenderdaal Fasteners requires a substantial, non-temporary, adjustment on the part of the Customer shall be communicated to the Customer as soon as possible. The Customer cannot claim compensation or damages, but is entitled to terminate the Agreement as of the day of the announced change.
7. Hoenderdaal Fasteners reserves the right to discontinue/remove the order portal and/or website of Hoenderdaal Fasteners if it causes a malfunction or delay of the system. Hoenderdaal Fasteners assesses whether there is such a malfunction or delay and can stop the order portal and/or website without prior notice to the Customer, or take other measures to eliminate the malfunction or delay. The Customer shall never be entitled to damages or compensation under these circumstances.
8. Hoenderdaal Fasteners is entitled, without prior notice, to put its order portal and/or website (temporarily) out of operation or to limit its use insofar as this is necessary for reasonably necessary maintenance or for the adjustments or improvements to be made to the order portal and/or website by Hoenderdaal Fasteners, without this entitling the Customer to damages or compensation from Hoenderdaal Fasteners.
1. Confidentiality of all confidential information, which the Customer has obtained from Hoenderdaal Fasteners in the context of the Agreement, is mandatory for the Customer. Information is confidential if this has been communicated by Hoenderdaal Fasteners and/or if this reasonably follows from the nature of the information.
2. If the Customer acts in breach of clause 1 (one) of this article, regardless of whether the breach can be attributed to the Customer and without the need for prior notice of default or court proceedings, the Customer shall owe an immediately payable fine of €20,000 (twenty thousand euros) for each breach. In addition, if the breach continues, the Customer shall owe an additional fine of €100 (one hundred euros) per day, up to a maximum of €100,000 (one hundred thousand euros). These fines are due regardless of the existence of any damage and are without prejudice to Hoenderdaal Fasteners' other rights, including the right to claim full damages.
1. For the duration of the Agreement, the Customer grants Hoenderdaal Fasteners the exclusive right to perform the assigned Agreement.
1. Agreements between Hoenderdaal Fasteners and the Customer, shall exclusively be governed by Dutch law.
2. Disputes between Parties shall as far as possible be resolved through proper consultation. All disputes between the Customer and Hoenderdaal Fasteners shall be settled exclusively by the competent court in the district in which Hoenderdaal Fasteners has its registered office.
1. The provisions of these General Terms and Conditions and the Agreement which purport to retain their validity after termination of the Agreement shall remain in full force after termination of the Agreement.
1. Hoenderdaal Fasteners is entitled to unilaterally amend or supplement these General Terms and Conditions. In that case, Hoenderdaal Fasteners shall inform the Customer of the amendments or additions in good time.
2. There will be at least 30 (thirty) days between this notification and the entry into force of the amended or supplemented Terms and Conditions.