1. General provisions; offers
1.1 In these General Terms and Conditions ‘Interhal’ shall mean: every company belonging to Interhal Holding B.V. that makes use of these General Terms and Conditions.
1.2 These General Terms and Conditions shall apply to all offers, legal relationships and agreements under which Interhal delivers any goods of whatever nature to the Buyer. Derogations from and supplements to these General Terms and Conditions are valid only if explicitly agreed in writing.
1.3 All offers, prices and conditions provided by Interhal are always without any further obligation. Images, drawings, dimension and weight specifications and any other information in printed matter will be as accurate as possible. Interhal shall not accept any liability resulting from errors or derogations. All images, drawings, etc. shall remain the property of Interhal and may not be disclosed for whatever other purpose, or to third parties. They must furthermore immediately be returned to Interhal on first request.
1.4 All orders issued to Interhal shall only be binding if confirmed in writing by Interhal. Interhal will be free to perform any order in parts and invoice each of such partial deliveries separately. In the event of orders that are especially created, labelled, or otherwise must be provided with a mark, name, decoration or otherwise, the Buyer shall be obliged to accept any overdeliveries or underdeliveries up to 10% of the quantity ordered.
1.5 The Buyer shall be deemed to agree with the application of these terms and conditions by the mere fact of the order and/or receipt of the goods. Any purchase or other conditions used by the Buyer are hereby expressly rejected.
2. Delivery periods
The delivery period is considered to take effect on the date of Interhal’s order confirmation. Delivery times are to be considered an indication only and not a firm date. Interhal shall endeavour to comply with the agreed delivery periods as much as possible. The mere fact of a delivery period, either stated or agreed, being exceeded shall not mean that Interhal is in default. Interhal shall not be bound to any term of delivery it is unable to meet due to circumstances out of its control (including but not limited to any delay with Interhal’s suppliers and/or manufacturers). The Buyer shall not be entitled to refuse the goods or payment of the goods under any alleged late delivery.
3. Dispatch, risk and property
3.1 All goods shall be dispatched for the risk and account of the Buyer. The mode of dispatch shall be through the means of transport selected by Interhal. In case Interhal has accepted any deviating dispatch regulations of the Buyer, the extra costs shall be for the Buyer’s account. Freight, packaging and administration costs will be charged to the Buyer as laid down in the most recently issued price documentations. The Buyer shall inspect the packaging of the items offered to them upon receipt and in the event of any overt damage, state their findings in the waybill. The delivery can be refused because of serious damage to the packaging, in which case the Buyer undertakes to immediately send the forwarder a written notification of its liability.
3.2 The risk of loss, theft or damage of goods will pass to the Buyer at the moment they are brought under the actual control of the Buyer or its agent.
3.3 The property of the goods shall only pass to the Buyer one it has met all obligations regarding the purchase (including any interest and costs). Until then the Buyer shall not be entitled to alienate, lease, allow to be used or move or otherwise encumber the goods.
3.4 All goods purchased from Interhal shall be used and processed in accordance with its instructions and/or the usage instructions indicated on the packaging.
4.1 If no written complaints have been received within 3 working days after the date of receipt of the goods at the latest, the goods shall be deemed to have been approved. Any claim regarding invisible defects must have been received within 3 working days after the defects were discovered or could have been discovered. Minor deviations from the quotations in quality, colour or construction or which according to commercial usage are considered allowable, cannot constitute a ground for any claim.
4.2 In case of delivery of multiple goods under one single agreement, a claim regarding one or more items cannot affect the obligation to buy and pay for the other items under the agreement. Any carriage forward return that is not approved by Interhal will not be accepted.
5. Price and payment
5.1 All prices are exclusive of turnover tax (VAT) and any other levies imposed by the authorities.
5.2 The Buyer shall pay the invoices within thirty days of the invoice date. The Buyer shall not be entitled to settlement or postponement of any payment.
5.3 In no event any payment can be made dependent of any alleged defective delivery, fulfilment of any warranty obligation, or in case of partial performance of the delivery.
5.4 If the Buyer does not pay the amounts due, or not in a timely manner, the Buyer will owe the statutory commercial interest from the due date without any summons or notice of default being required. If, after a summons, the Buyer fails to pay the claim Interhal will be entitled to charge all (extra)judicial costs regarding the collection of the then payable amounts to the Buyer.
5.5 Interhal shall be entitled to demand an advance payment or surety from the Buyer before proceeding to any (further) delivery at any time. If the Buyer fails to make the required advance payment or provide the surety, this will annul any obligation to deliver Interhal may have, without prejudice to Interhal’s right of compensation of all damage, costs, and interest by the Buyer.
6. Third party products, warranty and liability
6.1 In case of a delivery of third party goods, the terms and conditions of such third party shall apply to such goods (including but not limited to warranty and liability), and these shall replace the provisions of the agreement and these General Terms and Conditions. The Buyer accepts such third party terms and conditions. Interhal will send a copy of it to the Buyer on their request.
6.2 With due observance of the provisions of article 6 paragraph 1, Interhal guarantees the appropriateness of the products delivered by it for the application it has indicated or that follows from the agreement, i.e. in case of demonstrable inappropriateness Interhal, at its discretion, will ensure a replacement free of charge or restitution of the purchase price against return of the goods if these have not been processed.
6.3 The warranty shall not apply if: (a) the goods have been exposed to abnormal conditions, such as pollution, or otherwise have been handled carelessly or contrary to the usage instructions; (b) the goods have been stored longer than normally and it may reasonably be assumed that this has caused any deterioration; (c) no claim has been made against Interhal in accordance with article 4 paragraph 1 within 3 working days after the discovery and Interhal has not immediately been given the opportunity to investigate it; or (d) if Interhal did not obtain the corresponding warranty from its suppliers for the relevant product.
6.4 Interhal shall not be liable for any damage that has occurred because of or in connection with any defect to the goods delivered, or because of the fact that the delivery does not meet its expectations or warranties, unless in case of intent or gross fault on the part of Interhal.
6.5 Interhal’s total liability under any agreement on the grounds of breach in the performance of the agreement entered into by Interhal and the Buyer, or for any other reason, will always be restricted to compensation of the direct damage to a maximum of the compensation agreed for such agreement. Interhal’s liability for any indirect damage, including but not limited to consequential damage and loss of profit, is entirely excluded. No right of compensation shall ever arise unless the Buyer reports the damage to Interhal in writing as soon as possible after it has arisen.
6.6 Interhal’s liability for any third party products will in any case not exceed the amount that is recoverable from such third party.
6.7 The Buyer shall indemnify Interhal as to any third party claim and the associated financial consequences insofar as these arise from the way in which Interhal has executed the agreement entered into with the Buyer.
7. Termination of the contract
7.1 Each party shall only have the power to terminate an agreement if the other party is imputably defaulting in the observance of any material obligation under such agreement after a proper and detailed written notice of default stating a reasonable period for remedying the failure.
7.2 Each party can terminate an agreement, in full or in part, without notice of default with immediate effect if the other party has been granted suspension of payment, either or not preliminary; if a bankruptcy is applied for with regard to the other party; or if its business is liquidated or terminated other than for a reconstruction or merger of businesses. The party that thus terminates such agreement shall not be held to any restitution of the amounts it has already received, or to payment of damages. The right to use the goods delivered to the Buyer that have not yet been paid in full shall lapse in the event of liquidation of the Buyer. Interhal shall then have the right to reclaim the goods delivered under settlement of any payment already made to Interhal, however, without prejudice to its right to claim compensation for any loss or damage. In those cases every claim Interhal has against the Buyer shall immediately be payable.
8. Applicable law and litigations
The agreements between Interhal and the Buyer shall be governed by and construed in accordance with Dutch law. The applicability of the 1980 Vienna Sales Convention is excluded. Any litigation that may occur between Interhal and the Buyer will be submitted to the competent court of Breda (the Netherlands).