GENERAL TRADING CONDITIONS
Terms of payment and delivery.
§ 1 General area of validity.
The company Heuschen & Schrouff Oriental Foods Trading B.V. (Heuschen & Schrouff B.V.) exclusively supplies on the basis of these general terms of delivery and payment. By purchasing goods delivered by Heuschen & Schrouff B.V., the purchaser implicitly acknowledges these general terms of delivery and payment as the basis of business contracts with Heuschen & Schrouff B.V.
§ 2 Terms of delivery.
1. If the stated time of delivery is - exceptionally - exceeded, the purchaser can withdraw from the sales contract after a respite of 14 days, except in the cases mentioned in § 2.2 en § 2.3. The right to damages for a possible delay disadvantage is ruled out. The purchaser can, in addition to cancelling the contract, only require a recovery of damages if the non delivery is intentional or caused by accountable negligence of the company Heuschen & Schrouff B.V.
2. Delays as a result of natural disasters and circumstances beyond one’s control or other unforeseeable, unusual events, for which Heuschen & Schrouff B.V. is not accountable, do not entitle the purchaser to cancel the purchase or to require a recovery of damages.
3. The company Heuschen & Schrouff B.V. fulfils its obligation of delivery in Landgraaf. If - on request of the purchaser - an agreement has been made to deliver the goods at the purchaser’s company, this will be - without exception - at the expense * and risk of the purchaser.
§ 3 Indemnification from claims
1. The purchaser’s rights to claim imply that the purchaser fulfils his obligation of investigation and reprimand according to §§ 377, 378 of the commercial code.
2. The purchaser is obligated to check the delivered goods immediately after receipt concerning the type and quantity ordered. Claims have to be made in writing immediately after receipt using the complaints form available at Heuschen & Schrouff B.V.
3. Complaints about non-visible deficiencies can only be reported up to 7 days after delivery. The claim must be made in writing. The purchaser has the right to a substitute delivery or a credit note. The purchaser has no further claims on grounds of poor supply.
4. Separate special cases are accepted up to 1 month from the invoice date, however, these are exceptions.
§ 4 Terms of payment
Unless otherwise agreed, the purchaser has to make sure that the invoice amount is booked on the account number of Heuschen & Schrouff B.V. according to the supplied terms of payment.
If this payment is not made within the stated time, the company Heuschen & Schrouff B.V. may require a payment of interest from the purchaser from the next day on grounds of delayed payment. Alternatively, the company Heuschen & Schrouff B.V. has the right to re-claim the goods and claim a recovery of damages.
§ 5 Transfer of property
1. Heuschen & Schrouff B.V. reserves the transfer of property until all goods received have been paid for by the purchaser. Until the complete payment has been made, the purchaser stands surety for any loss or damage of the goods of which Heuschen & Schrouff reserves the transfer of property.
2. The purchaser has the right to sell the goods of which Heuschen & Schrouff B.V. reserves the transfer of property in line with his usual business activities. The purchaser will hand over his claim on the purchase price to Heuschen & Schrouff B.V. to the amount of the arrears of payment.
3. The company Heuschen & Schrouff B.V. can withdraw the right that is given in § 5.2 if the purchaser does not meet the terms established in § 4. However, the purchaser can require the release of part of the goods of which Heuschen & Schrouff B.V. reserves the transfer of property, as far as the remaining nominal value of the goods of which Heuschen & Schrouff reserves the ownership reaches 130 % of the receivables of Heuschen & Schrouff B.V.
4. In case a third party claims the goods of which Heuschen & Schrouff B.V. reserves the ownership, the purchaser has to inform Heuschen & Schrouff B.V. immediately. Furthermore, the purchaser must object to a confiscation of the goods of which Heuschen & Schrouff B.V. reserves the transfer of property, by informing the bailiff and the third party of the existing ownership reservation. If the third party will not indemnify possible judicial and extrajudicial costs, the purchaser will be liable, according to § 771 ZPO, for the resulting loss.
§ 6 Business Related Documents
Heuschen & Schrouff reserves the ownership and copy-right of all supplied documents such as catalogues, offers and price-lists. These documents may not be passed on to third parties without explicit permission of Heuschen & Schrouff B.V.
§ 7 Return of pallets, Tofu- and Soybean crates
The purchaser has to return empty pallets and crates to Heuschen & Schrouff B.V. immediately and free of charge. In a continuous business relationship this will happen by returning the empties with the next delivery. A continuous business relationship means that the purchaser orders at least once every 4 weeks at Heuschen & Schrouff B.V. If, after this period, the empty pallets and crates have not been returned, they will be charged to the purchaser.
§ 8 Place of operation and delivery / authorized court of law
1. For the deliveries the Dutch right is exclusively applicable. The place of operation and delivery is Landgraaf.
2. The authorized court of law for judicial controversies flowing from deliveries is the district court of Maastricht.