General terms and conditions for delivery and payment Animo B.V.

 

1	General:
	The following include the general delivery and payment conditions of Animo B.V., hereinafter to be called “the seller”. The customer, the buyer will hereinafter be called “the buyer”.
2	Applicability:
2.1	These general terms and conditions shall apply to all offers and agreements made by the seller.
2.2	Only these general terms and conditions are applicable to all offers and agreements made by the seller. The purchase conditions of the buyer shall be explicitly rejected and will not apply unless explicitly accepted in writing by the seller.
3	Offers and acceptance of offers:
3.1	All the seller’s offers are without obligation. An agreement of purchase and sale shall be considered to have been effected on the date on which the seller confirms the order in writing or on which the seller has started to implement the order.
3.2	If the buyer does not protest about the contents of the order within 24 hours after receipt of the acceptance of the order, the buyer shall be deemed to be in agreement with it.
3.3	Agreements, which deviate from the above-mentioned terms and conditions for delivery and payment entered into with/or made by employees of the buyers, shall only be binding if these have been accepted in writing by the seller’s managing director.
4	Date of delivery:
	The date of delivery stated shall never be deemed a deadline unless this has been expressly agreed otherwise in writing. In the event that delivery does not take place on time, the seller must be declared in writing to be default.
5	Delivery and risks:
5.1	Delivery shall be to the domicile/business of the buyer unless agreed otherwise.
5.2	All deliveries shall be delivered according to agreed incoterm. For orders amounting to less than EUR 300,- net invoice value excluding tax, a sum of EUR 25,- will be charged for handling.
5.3	The transport of goods will in principle be at the risk of the buyer. The seller’s liability shall, at all times, be limited to the cover/claim, which the transport insurers concerned have granted to the seller.
5.4	The time of delivery shall be deemed to be the time when the goods are unloaded (the actual transfer). The risk of the goods shall then be transferred to the buyer.
6.	Acceptance of order:
6.1	The buyer is obliged at all times to reject the goods ordered but, in the event of rejection, the return forwarding costs, storage and/or other necessary costs shall be at the expense of the buyer.
6.2	After the buyer has rejected the goods once, the seller may, prior to sending a second delivery, request the buyer to pay the purchase price with all the associated costs due, including all the legal and judicial collection charges.
6.3	If, due to circumstances, described in this article, the seller sends a second delivery, the transport of the goods shall be at the risk and expense of the buyer.
7.	Force majeure:
7.1	Unforeseen circumstances, which reasonably obstruct or delay delivery of the goods, shall entitle the seller the right to terminate the agreement totally or partially or, depending on the circumstances, to extend the delivery date by a maximum of 6 months without prejudicing the right to terminate the agreement as referred to above at a later date during this period. In the event of force majeure, the buyer is not entitled to claim compensation and/or termination.
7.2	Unforeseen circumstances are understood to include among other things:
	a. war or riots;
	b. in the event that the parts for the goods have not been delivered by the seller’s suppliers on time or are  not of good quality;
	c. fire;
	d. machine breakdown;
	e. strikes;
	and furthermore all circumstances, which are not the fault of the seller, which reasonably obstruct or delay delivery of the goods.
8	Prices:
8.1	All prices are exclusive of tax, import duties and other levies which are made by the government. The costs of putting the goods in place and of installation and the costs of transport as referred to in 5.2 of these terms and conditions are not included in the price.
8.2	The quotations made by the seller are without obligation. Prices in the seller’s price list can be deviated from without prior notification by the seller.
9.	Complaints:
9.1	If the goods delivered do not comply with the agreement, the buyer is obliged to inform the seller in writing within eight days after receipt of the goods, giving a precise statement of the nature and the reason for the complaints and the article numbers of the machines/parts concerned. After the period has lapsed, the buyer shall be deemed to have accepted and approved the goods delivered.
9.2	If the delivered goods are taken back by the seller, administrative and handling costs will be charged, which are fixed at 10% of the net invoice value with a minimum of EUR 15,-. If the buyer has already paid the purchase price, the above-mentioned administrative and handling costs will be set off against the purchase price.
9.3	Returning delivered goods, for whatever reason, may only take place, carriage prepaid, if the goods have not been used and are undamaged and the seller has explicitly agreed to the goods being returned by assigning a “returned goods approval number”.
9.4	Goods, which are returned to the seller, which do not fulfil the stipulations of 9.3 above or which are returned without the “returned goods approval number” will be rejected and sent back at the buyer’s expense.
9.5	The stipulations of this article do not prejudice the buyer’s right in accordance with the law in the event of hidden defects in the delivered goods. The buyer is obliged to notify the seller in writing about the hidden defects as quickly as possible but within eight days of his being aware of them.
10.	Guarantee:
10.1	The seller grants 24 months guarantee after delivery on electrical and mechanical parts of equipment produced by Animo. For all other parts and equipment not produced by Animo, like water filters, a 12 months guarantee after delivery is applicable. Faults resulting from regular wear of spare parts, improper use, scaling or neglectful maintenance are not covered by the guarantee. Guarantee also excludes glass inner lines, gauge glasses and glass jugs.
10.2	The liability by virtue of this guarantee is restricted to the delivery free of charge of the parts to be repaired. The costs of disassembly/assembly, labour costs and call-out charges are not included under this guarantee. These costs will always be charged.
10.3	Faulty parts shall be returned to the seller by the buyer, carriage prepaid, stating the “returned goods approval number”, as referred to in Article 9 of these terms and conditions and the type and serial number of the machine.
10.4	The above-mentioned guarantee shall only apply if the buyer has fulfilled all his obligations to the seller.
11.	Responsibility:
11.1	The seller shall not be liable for (the consequences of) the non-delivery or the late delivery of goods in as far as this is the consequence of unforeseen circumstances as referred to in Article 7 of these terms and conditions.
11.2	The seller shall not be responsible, nor pursuant to the above-mentioned guarantee, for damage, which is the result of:
	a. incorrect storage or handling of the delivered goods by the buyer;
	b. unskilled and/or incorrect use of the delivered goods by the buyer or other users;
	c. neglecting to carry out maintenance of the delivered goods by the buyer or other users;
	d. repairs, replacements or alterations carried out by people other than those authorized to do so by the seller, unless the seller has given prior approval of this;
	e. the improper installation of the goods or installation which has not been carried out according to the instructions provided by the seller.
11.3	If the seller, in spite of the aforementioned, is responsible for (the consequences of) non-delivery, late delivery or incorrect delivery of the goods, he is only obliged to pay for the losses, which are a direct result of his shortcoming. The seller is in any case not obliged to pay consequential losses, including, among other things, losses due to interruption of business and subsequent losses, indirect losses and loss due to reduced profits.
11.4	The seller’s obligation to pay compensation shall never exceed the invoice value of the delivered goods.
12.	Payment:
12.1	Payment must be made on a cash on delivery basis of the goods. Cash payment is also understood to mean payment of the amount owing on the date of delivery into one of the bank or giro accounts stipulated by the seller or handing over guaranteed giro payment slips or bank cheques.
12.2	If the parties decide not to pay by cash, payment must occur within 30 days of the invoice date. The payment period shall be deemed a deadline. In case of supply on credit, the bank charges are for the buyer. The buyer must, when entering the payment, reflect to this reality.
12.3	If the buyer does not pay, does not pay on time or does not meet in full one or more payment obligations, the buyer shall owe the seller an interest of 1.5% per month, part of a month counting as a whole month, on all late payments commencing from the expiry date. In addition, all costs such as collection charges, legal and extrajudicial costs as a result of non-payment, not paying on time or not paying in full by the buyer, will be for the account of the buyer. Furthermore, in the event of nonpayment, not paying in time or not paying in full, the seller shall be entitled to claim cash payment from the buyer for the subsequent deliveries.
12.4	The seller can never make an appeal to a set off on account of the payment.
13.	Reservation title:
	The ownership of all the goods sold to the buyer by the seller shall remain the property of the seller for as long as the buyer has not satisfied the seller’s claims in accordance with this or similar agreements and for as long as the buyer has not satisfied the seller’s claims because of a failure to fulfil such commitments, including claims on account of interest and costs. The buyer shall, on the first request, give the seller the opportunity to take back the goods delivered by the seller to the buyer.
14.	Disputes:
14.1	Dutch law shall apply exclusively to all agreements entered into by the seller.
14.2	Disputes with buyers established in the Netherlands in connection with offers made by the seller and/or agreements concluded with the seller, will be adjudicated by the Court of the place of the seller’s choice.
14.3	Disputes with buyers established abroad in connection with offers made by the seller and/or agreements concluded with the seller, will at the seller’s choice - in as far as the law permits - be exclusively brought before the Court of Amsterdam or before the Court of the place of establishment or domicile of the buyer concerned.
15.	Registration:
	These terms and conditions have been registered at the Chamber of Commerce in Meppel, The Netherlands, under number 04016432.