DELIVERY AND PAYMENTS CONDITIONS
Clause 1. APPLICABILITY
Clause 2. General
- These general conditions shall be applicable to all offers by, agreement with, and deliveries and work carried out by Ploegmakers Machinery, agreements or arrangements departing from these conditions shall only be valid if and in so far as they have been confirmed by Ploegmakers Machinery in writing.
- By entering into an agreement with Ploegmakers Machinery, the other party shall waive any conditions which it may utilise, under any designation what so ever, so that all agreements shall be governed exclusively by the conditions utilised by Ploegmakers Machinery
- In so far they are not departed from these conditions, the statutory regulations shall apply.
Clause 3. OFFERS AND TENDERS
- any legal entity or natural person which shall have entered into an agreement with Ploegmakers Machinery or desire to enter into such an agreement, as well as any representatives, proxies, assignees and heirs acting on behalf of the said legal entity or natural person.
- All agreements concluded between Ploegmakers Machinery and the other party shall be fully binding on both parties
- modifications of agreements which could result in disadvantageous consequences for Ploegmakers Machinery , as well as cancellations of agreements, shall have no binding effect without the consent of Ploegmakers Machinery, except in so far as they shall be required by law or provided for in these conditions.
- Stipulations under which Ploegmakers Machinery shall assume a delivery obligation without the other party committing itself to purchase the goods concerned, as well as stipulations under which the quantity and/or price of the goods to be respectively delivered and purchased shall be subject to approval, shall have no binding effect.
Clause 4. CONCLUSION OF THE AGREEMENT
- all offers and tenders made by Ploegmakers Machinery, unless they explicitly state otherwise, shall be entirely free of engagement.
- Ploegmakers Machinery shall have the right to refuse orders without stating grounds for doing so.
Clause 5. PRICES AND CHARGES
- Ploegmakers Machinery shall not be bound by its written offers and by the orders given to Ploegmakers Machinery by the other party until Ploegmakers Machinery has confirmed acceptance in writing
- subsequent additional agreements, modifications and/or commitments, whether verbal or in writing , made on behalf of Ploegmakers Machinery by personnel, representatives, sales representatives or other intermediaries shall not be binding unless they have been confirmed by Ploegmakers Machinery and the other party in writing.
- In the event that Ploegmakers Machinery shall not deem the other party to be sufficiently creditworthy to fulfil the agreement, Ploegmakers Machinery shall have the right to suspend all its contractual obligations, without prejudice to its rights under the law or these conditions.
Clause 6. DELIVERY
- Unless explicitly stipulated otherwise, all quotations made by Ploegmakers Machinery shall be free of engagement and subject to price changes.
- Prices quoted by Ploegmakers Machinery shall be based on factors determining (cost) prices prevailing on the day on which the agreement is concluded. In the event that, prior to delivery or, if delivery is to be effected in instalments, during delivery, any increase in the factors determining (cost) prices shall occur, Ploegmakers Machinery shall have the right to charge a proportionate increase to the other party.
- unless explicitly stated otherwise, all prices quoted by Ploegmakers Machinery be exclusive of VAT, import duties, and other taxes, levies and duties. Ploegmakers Machinery shall have the right to pass on any modifications in these charges to the other party.
- In the event that the prices stated by Ploegmakers Machinery shall be increased within three months following conclusion of the agreement, the other party shall have the right to declare the agreement dissolved.
Clause 7. STORAGE
- Delivery shall be effected on the premises or at the warehouse of Ploegmakers Machinery, unless explicitly agreed otherwise in writing.
- The delivery shall be considered to have been effected as soon as the goods to be delivered have left the Ploegmakers Machinery warehouse. As soon as the goods have been delivered, all risk involved shall be borne by the other party.
- the stated or agreed delivery deadline shall be approximate, unless explicitly agreed otherwise in writing. Exceeding the delivery deadline can in no circumstances, not even following notice of default, provide grounds to claim damages or dissolve the agreement.
In the event that the other party shall not collect the goods before the expiry of the delivery deadline and/or if the other party shall refuse the goods, Ploegmakers Machinery can store the goods in its warehouse or elsewhere, with the costs and risks involved, including the risk of diminished quality, to be borne by the other party.
Clause 8. FORCE MAJEUR
When stored in this manner, the goods shall be deemed to have been delivered. The other party is to be immediately informed of such storage in writing, with submission of the delivery invoice.
Clause 9. LIABILITY
- In the event of force majeure, whether permanent or temporary, Ploegmakers Machinery shall have the right to cancel the agreement in whole or in part or to temporarily suspend it, without the other party and/or third parties being able to enforce any claim to fulfilment of the agreement and/or compensation for damages. Force majeure shall be understood to include, but shall not be exclusively limited to, threat of war, war risks, strikes, boycotts, operational breakdowns, breakdowns in traffic or transport, governmental measures, scarcity of raw materials, natural disasters, fire, nuclear reactions, machine breakdowns and all other circumstances under which full or partial fulfilment of the agreement by Ploegmakers Machinery cannot be reasonably and fairly required.
- If a delivery shall be delayed for more than two months due to force majeure, the other party, as well as Ploegmakers Machinery shall also have the right to consider the agreement to be dissolved. In that event, Ploegmakers Machinery shall have the right to compensation for the costs it has incurred.
- if a situation of force majeure shall occur when the agreement has already been partially fulfilled, the other party, in the event that the remaining instalments of the delivery shall be delayed for more than two months due to force majeure, shall have the right either to retain the already delivered goods and pay the purchase price owed, or to consider the agreement to be dissolved in respect of the portion which has already been fulfilled as well, under the obligation to return the said delivered goods to Ploegmakers Machinery and bear all costs and risks in this respect, if the other shall be able to demonstrate that the already delivered goods can no longer be utilised effectively by the other party in consequence of the failure to deliver the remaining goods.
Clause 10 CLAIMS
- Ploegmakers Machinery shall not be liable for any damage which may be suffered by the other party or third parties due to the use of Ploegmakers Machinery products.
- By the mere receipt of the delivered goods by or on behalf of the other party, Ploegmakers Machinery shall be indemnified against possible claims by the other party and/or third parties for payment of damages, regardless of whether the damage was effected by compounding and/or production errors or any other causes. The stipulation shall also apply if the other party and/or third parties shall not be established in the Netherlands.
Clause 11 GUARANTEE
- Claims are to be understood as all complaints by the other party with respect to the quality of delivery.
- The other party shall be obliged to inspect the delivered goods and packaging immediately on delivery for defects and/or damage , or to carry out this inspection following notification by Ploegmakers Machinery that the goods are awaiting collection by the other party.
- observed defects and/or damage are to be stated by the other party on the delivery note and/or invoice; in case of failure to do so, the other party will be deemed to have accepted the delivery. Claims in respect of such deliveries will no longer be processed
- without prejudice to the stipulations in the following paragraphs, claims shall only be considered valid when submitted in writing; the claim report, which must include a description of the claim, must be in the possession of Ploegmakers Machinery within 3 days following delivery.
- in the case of a legitimate claim, Ploegmakers Machinery shall be obliged to replace the goods concerned as soon as possible, without Ploegmakers Machinery being held liable for any damage suffered.
- by submission of a claim, the other party’s obligation to pay for the disputed goods shall not be suspended
Clause 12 repairs and maintenance
- unless explicitly stated otherwise, Ploegmakers Machinery shall provide no guarantees on the goods it delivers
- Guarantee claims will not be honoured if the article is not used in accordance with the factory instructions or if the delivered goods are utilised for other than the normal purposes or are handled, used or maintained in an improper manner.
Repairs and maintenance carried out on the goods delivered by Ploegmakers Machinery shall be effected with due observance of the other stipulations in these conditions and to the best of its knowledge and ability.
Clause 13. PAYMENT
Clause 14. PROPRIETARY RIGHTS
- all payments are to be made in cash prior to or on delivery.
- unless agreed otherwise, Ploegmakers Machinery shall not be obliged to give prior notice to the other party of the other party of the expiry of a payment deadline or to send account statements or similar documents
- on expiry of a payment deadline, the other party shall be in default, with no notice of default being required
- as of the 14th day following the day on which payment deadline shall expire, the other party shall, for each additional period of 14 days by which the payment deadline is exceeded, owe Ploegmakers Machinery interest for late payment in the amount of 0.75% of the invoiced amount.
- In the event of non-payment or late payment, all legal costs in respect of proceedings and enforcement, as well as all extralegal collection costs, shall be charged to the other party. Extralegal collection costs will amount to at least ten percent of the invoiced amount, with a minimum of €75
- Ploegmakers Machinery shall at all times, both before and after conclusion of the agreement, retain the right to require security for payment, Ploegmakers Machinery shall be authorised to suspend execution of the agreement until the said security has been provided; exercise of these rights shall not prejudice the right of Ploegmakers Machinery to demand fulfilment of the agreement, compensation for damages and/or full or partial dissolution of the agreement, with no legal intervention being required and without Ploegmakers Machinery being bound to pay any damages in these respect.
Clause 15. DISSOLUTION
- All delivered goods shall remain the property of Ploegmakers Machinery until they have been paid for in full. The other party shall be fully authorised to resell and/or process the delivered goods in the normal manner, but, until such time as the payment for the said goods has been made in full, the other party shall not be authorised to give the said goods in pledge to third parties or to utilise them as security for third parties in the broadest sense of the term. The other party shall be obliged to show the said goods to Ploegmakers Machinery on first demand and, in the event of payment default and in the cases referred to in Clause 15, return the goods to Ploegmakers Machinery if so requested. With respect to goods returned on the basis of this Clause, the other party will be credited for the market value of the goods on the day on which they were returned.
- The other party shall be obliged to insure the goods referred to in paragraph 1 against the risk of fire, theft , storm and water damage. The goods are to be insured in such manner that the relevant insurance policy contains a provision to the effect that the insurance will also cover goods belonging to third parties which are either involved at the time the policy is concluded or will become involved during the time the policy is in force. The other party shall not be permitted to give any claims on the insurer based on an insurance policy as referred to in this paragraph, in so far as the said claims concern the goods referred to in paragraph 1, in pledge to third parties or to utilise them as security for third parties in the broadest sense of the term. Payments in respect of damage to and loss of the said goods shall be considered to replace the goods concerned.
Without prejudice to Ploegmakers machinery other rights and the provisions elsewhere in this agreement, Ploegmakers Machinery can deem an agreement to be dissolved, without legal intervention and with no notice of default being required, in the event that the other party shall be or remain in default with respect to the fulfilment of its payment obligations, shall request suspension of payments , shall have bankruptcy proceedings instituted against it, shall fully or partially lose the free disposal of its assets and/or fully or partially lose its source of income, or shall have any part of its possessions an/or assets seized, as well as in the event that other party shall sell or liquidate its company.
Clause 16. DISPUTES
- All agreements concluded by Ploegmakers Machinery shall be governed exclusively by the law of the Netherlands.
- If the other party shall be established in the Netherlands, disputes in respect of the conclusion, interpretation or execution of the agreement, as well as any other disputes related to the agreement, shall be arbitrated by the competent court in the district in which Ploegmakers Machinery is established, save in the event that, within one month of the date on which Ploegmakers Machinery announces its intention to submit the dispute to the competent court in the district which Ploegmakers Machinery is established, the other party shall state in writing that it wishes the dispute to be submitted to the competent court in the district in which the contracting party is established
All our offers, sales, deliveries and other transactions occur on conditions for purchase and sale as registered at the Chamber of Commerce and printed on the rearside. Payment in cash.
All for collection necessary non-judicial costs are for account of buyer.