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Article 1 - Applicability

1.1 These General Terms and Conditions of Sale and Delivery apply to all legal relationships between Kuyper Graveertechniek VOF, hereinafter referred to as "Kuyper Graveertechniek VOF" and the other party, hereinafter referred to as "the Other Party", even after the termination of a legal relationship.

1.2 The applicability of any other general terms and conditions referred to by the Other Party in any way is hereby expressly rejected.

1.3 Any varying conditions used by the Other Party are only binding on Kuyper Graveertechniek VOF if and insofar as Kuyper Graveertechniek VOF has agreed to them in writing. No rights can be derived from such deviations with regard to subsequent contractual relationships.

1.4 If Kuyper Graveertechniek VOF has agreed in writing to the applicability of different conditions, these General Terms and Conditions of Sale and Delivery shall remain in force for the remainder, even if not expressly stated.

Article 2 - Offers

2.1 All offers of Kuyper Graveertechniek VOF are without obligation.

2.2 The information given in price lists and brochures and announcements by Kuyper Graveertechniek VOF regarding technical qualities etc. of the goods of Kuyper Graveertechniek VOF are without obligation, unless Kuyper Graveertechniek VOF has expressly stated otherwise in its offers to the Other Party.

Article 3 - Agreement

3.1 An agreement is only created by a written order confirmation from Kuyper Graveertechniek VOF, or by execution of the order by Kuyper Graveertechniek.

3.2 Promises by and agreements and contracts with sales personnel, representatives, intermediaries of Kuyper Graveertechniek VOF or other employees of Kuyper Graveertechniek VOF do not bind Kuyper Graveertechniek VOF, unless these agreements, contracts and promises are confirmed in writing by persons authorised to represent Kuyper Graveertechniek VOF in accordance with the Trade Register.

3.3 The content of the agreement is limited to what has been agreed upon in writing.

3.4 The agreement is deemed to have been concluded at the place where Kuyper Graveertechniek VOF has its registered office.

Article 4 - Amendments to the agreement

4.1 Any inaccuracies or alleged inaccuracies in the order forms or order confirmations should be notified in writing to Kuyper Graveertechniek VOF within 7 days of the date of the order form or order confirmation, failing which the order form or order confirmation concerned shall be deemed to be correct.

4.2 Mistakes, printing and/or calculation errors give Kuyper Graveertechniek VOF the right to withdraw or change the offers of Kuyper Graveertechniek VOF or to rectify the order form or the order confirmation.

4.3 Amendment of the Agreement requires the written consent of Kuyper Graveertechniek VOF. If the Other Party wishes to amend the Agreement and Kuyper Graveertechniek VOF consents thereto, the Other Party shall be liable to compensate Kuyper Graveertechniek VOF for all damages, including lost profits and all costs arising from the amendment.

Article 5 - Prices

5.1 Unless otherwise agreed in writing, all prices are exclusive of any sales tax due thereon, any import duties or other charges and exclusive of packaging, transport and insurance costs.

5.2 Should changes occur in cost price factors, such as material and labour costs, freight rates, exchange rates, taxes, duties, levies, etc., after an agreement has been concluded but before delivery of the goods in question, Kuyper Graveertechniek VOF is entitled to adjust the price accordingly. Kuyper Graveertechniek VOF will inform the Other Party in writing of any price adjustment as soon as possible.

5.3 Price discounts should be agreed in writing between Kuyper Graveertechniek VOF and the Other Party. They shall lapse immediately as soon as the Other Party is in default with regard to any of its obligations under any agreement entered into between it and Kuyper Graveertechniek VOF.

Article 6 - Delivery

6.1 Delivery takes place:

a. if the goods are collected by or on behalf of the Other Party by handing over the goods to the Other Party or the person who comes to receive them on its behalf;

b. in the case of dispatch by a professional carrier by handing over the goods to that carrier;

c. in the event of shipment by means of a means of transport of Kuyper Engveertechniek VOF by delivery at the home, the store, the warehouse of the Other Party or another designated delivery address.

6.2 Insofar as the order confirmation does not indicate otherwise, the costs of transporting the goods shall be borne by the Other Party.

6.3 After delivery, the Other Party shall bear the risk of the goods in question, irrespective of whether ownership has transferred to the Other Party at that time.

6.4 The Other Party is obliged to take delivery of the goods upon presentation. Goods not collected on time may be stored at the expense and risk of the Other Party. The storage costs to be reasonably determined will be charged to the Other Party in writing by Kuyper Graveertechniek VOF and are immediately due and payable.

6.5 Agreed delivery times are indicative and not strict deadlines. Kuyper Graveertechniek VOF is therefore not in default by the mere exceeding thereof. If delays arise due to circumstances beyond Kuyper Graveertechniek VOF's control, the delivery time shall be extended accordingly, unless this is clearly unreasonable, taking all circumstances into account.

6.6 Kuyper Graveertechniek VOF is entitled to deliver the goods in parts. The terms of payment set out in Article 7 of these terms and conditions apply to these invoices.

6.7 Transfer of ownership of the goods shall only take place if payment for the goods has been made. Article 8 shall apply.

Article 7 - Terms and conditions of payment

7.1 Payment by the Other Party should be made on the date agreed between Kuyper Graveertechniek VOF and the Other Party. If no specific date for payment has been agreed, payment should be made within 14 days of the invoice date.

7.2 Payment by the Other Party should only be made in the currency in which the agreed prices are expressed.

7.3 All costs relating to incorrect or late payment shall be borne by the Other Party.

7.4 Payment by the Other Party of any obligation towards Kuyper Graveertechniek VOF should be made without any discount or claim for set-off by the Other Party. Even if the delivery time for any order is exceeded or in the event of a complaint, the Other Party remains obliged to make full and timely payment as referred to in Article 7.1.

7.5 Payments made by the Other Party shall primarily serve to pay the amount referred to in Article 7.6, as well as the interest referred to in Article 7.7 and the judicial and extrajudicial costs referred to in Article 7.9, and shall thereafter be deducted from the oldest outstanding claims.

7.6 If the term of payment is exceeded, the Other Party will owe, without any reminder or notice of default being required, an amount equal to 2 percent per month on the outstanding invoice amount excluding VAT.

7.7 Without prejudice to the provisions of Article 7.6, if the payment term is exceeded, the Other Party will owe default interest on the outstanding amount without any reminder or notice of default being required, which will be equal to the refinancing rate ECB plus 7% (seven percentage points) per annum and will be calculated from 30 days after the invoice date. Kuyper Graveertechniek VOF is entitled to charge a higher interest rate if the interest rate reasonably requires it.

7.8 In the event of delivery by instalments, an invoice may be issued each time for the part delivered. The provisions of this article shall then also apply.

7.9 All costs of legal measures (including bailiff's costs, custodial costs, legal costs and attorney's costs) that Kuyper Graveertechniek VOF incurs as a consequence of the Other Party's failure to fulfil his payment obligations will be borne by the Other Party. 

7.10 In the event of non-timely payment of an invoice by the Other Party, all payment obligations of the Other Party, regardless of the payment term and regardless of whether Kuyper Graveertechniek VOF has already invoiced in that regard, will fall due immediately.

7.11 As long as the Other Party is in default, Kuyper Graveertechniek VOF is entitled not to deliver any orders still pending.

7.12 In the event of late payment of an invoice, Kuyper Graveertechniek VOF has the right to demand payment in advance for delivered and still-to-be-delivered goods before making any further deliveries. Kuyper Graveertechniek VOF has the same right to payment before delivery if, in its opinion, the invoice amount outstanding with the Other Party is too high.

Article 8 - Ownership and Retention of Title

8.1 Notwithstanding the actual delivery and passing of risk, Kuyper Graveertechniek VOF retains title to all goods delivered and to be delivered by it, as long as the Other Party has not complied in full with:

(a) all its payment obligations in respect of the aforementioned deliveries; and

(b) all claims due to failure of the Other Party to fulfil the payment obligations referred to under (a).

8.2 The Other Party is not permitted to invoke its right of retention in respect of storage costs incurred by it or to offset these costs against what it owes Kuyper Graveertechniek VOF.

8.3 The Other Party has the right to sell the goods that are subject to retention of title to third parties in the context of its normal business activities, if this is required for the normal conduct of its business, but as long as payment for those goods has not been made in full, the Other Party shall not be entitled to pledge those goods to third parties or in any other way to have them serve as security for third parties. If, contrary to the above, the Other Party delivers or pledges the goods to third parties, the Other Party shall transfer to Kuyper Graveertechniek VOF the funds or claims that it obtains as a result of the sale or pledge.

8.4 Kuyper Graveertechniek VOF is at all times entitled to remove or have removed the delivered goods from the client or its holders on the basis of the provisions of this clause. All costs involved in retrieving the goods shall be borne by the Other Party.

8.5 In the event of attachment by third parties of the goods of Kuyper Graveertechniek VOF, the Other Party shall immediately inform those third parties of Kuyper Graveertechniek VOF's retention of title and shall inform Kuyper Graveertechniek VOF of the attachment.

Article 9 - Security

9.1 If there is good reason for Kuyper Graveertechniek VOF to suspect that the Other Party will not strictly fulfil its obligations, the Other Party is obliged, at Kuyper Graveertechniek VOF's first request, to immediately provide sufficient security in the form requested by Kuyper Graveertechniek VOF and, if necessary, to supplement that security for full compliance with all its obligations to Kuyper Graveertechniek VOF.

9.2 If the Other Party does not comply with a request as referred to in 9.1, without prejudice to Kuyper Graveertechniek VOF's other rights, all amounts owed by the Other Party to Kuyper Graveertechniek VOF for whatever reason shall become immediately due and payable and Kuyper Graveertechniek VOF shall be entitled to immediately suspend its compliance with any obligation.

Article 10 - Complaints

10.1 Upon delivery, the Other Party is obliged to examine whether the goods are in accordance with the agreement. If this is not the case, the Other Party should make its objections known to Kuyper Graveertechniek VOF within eight days of receipt of the goods. If the grounds for the objection could not reasonably have been discovered by the Other Party within this period, a period of eight days applies from the moment the grounds were discovered or should have been discovered. Complaints should be submitted to Kuyper Graveertechniek VOF in writing, stating reasons.

10.2 Claims and defences based on the proposition that the delivered goods do not comply with the agreement expire one year after delivery.

10.3 If the delivered goods do not conform to the agreement, Kuyper Graveertechniek VOF, at its discretion, is only obliged to deliver what is missing, to repair the delivered goods or to replace them.

10.4 Complaints can only be considered if full payment has been made within the term set by Kuyper Graveertechniek VOF and can be demonstrated.

Article 11 - Return shipments

11.1 Return shipments to Kuyper Graveertechniek VOF shall be at the Other Party's expense and risk. Kuyper Graveertechniek VOF is entitled to refuse late and/or manifestly unfounded return shipments as well as return shipments whose costs have not been paid.

11.2 Return shipments are only permitted after consultation with Kuyper Graveertechniek VOF.

11.3 If Kuyper Graveertechniek VOF stores or otherwise appropriates the returned goods, this shall be at the Other Party's expense and risk. No approval or acceptance of the return can ever be derived from these measures. In the event of storage, the provisions of Article 6.4 apply.

Article 12 - Liability

12.1 Kuyper Graveertechniek VOF is not liable to the Other Party for damage of any nature whatsoever, unless the damage can be attributed to intent or gross negligence on the part of Kuyper Graveertechniek VOF or is caused by circumstances for which it is responsible.

12.2 Circumstances which shall in any case not be at the expense of Kuyper Graveertechniek VOF (this list is not exhaustive) are: conduct, other than intent or gross negligence of persons used by Kuyper Graveertechniek VOF in the execution of the agreement with the Other Party; unsuitability of the products used by Kuyper Graveertechniek VOF in the execution of the agreement with the Other Party, exercise by third parties against the Other Party of one or more rights in respect of a failure on the part of the Other Party to comply with an agreement concluded between the Other Party and said third parties relating to the goods delivered by Kuyper Graveertechniek VOF; strikes, lockouts, illness, import, export and/or transit bans, transport problems, non-fulfilment of obligations by Kuyper Graveertechniek VOF's suppliers, interruptions in production, natural and/or nuclear disasters and war and/or threat of war.

12.3 Under no circumstances can the Other Party make any claim against Kuyper Graveertechniek VOF if the Other Party fails to meet any obligation to Kuyper Graveertechniek VOF.

12.4 The Other Party is obliged to indemnify Kuyper Graveertechniek VOF against all claims for damages by third parties against Kuyper Graveertechniek VOF relating to the execution of any agreement entered into between Kuyper Graveertechniek VOF and the Other Party and is liable for all costs arising therefrom, unless intent or gross negligence on the part of Kuyper Graveertechniek VOF or on the part of its subordinates.

12.5 Should Kuyper Graveertechniek VOF invoke the provisions of this clause, any employees of Kuyper Graveertechniek VOF who may be held liable may also invoke it, as if they were parties to the agreement between Kuyper Graveertechniek VOF and the Other Party.

12.6 Kuyper Graveertechniek VOF shall never be liable for damage if and insofar as this damage amounts to more than the amount which Kuyper Graveertechniek VOF can claim under its third-party liability insurance. Furthermore, without prejudice to the other provisions of these terms and conditions, compensation on account of liability for damage suffered can never exceed the principal amount owed for the delivered goods.

12.7 The provisions of this article do not affect the statutory liability of Kuyper Graveertechniek VOF under mandatory provisions.

Article 13 - Warranty

Warranty obligations, including the obligation to indemnify against hidden defects, shall be incumbent on Kuyper Graveertechniek VOF only if expressly agreed in writing. If Kuyper Graveertechniek VOF does provide a guarantee in writing, the Other Party cannot derive any rights from that guarantee if it has not fulfilled its obligations in time. Any settlement against Kuyper Graveertechniek VOF is hereby excluded.

Article 14 - Force majeure

14.1 Should the manufacturer from whom Kuyper Graveertechniek VOF procures its items fail to deliver properly or on time, despite reminders from Kuyper Graveertechniek VOF, due to a cause not reasonably attributable to Kuyper Graveertechniek VOF, this shall constitute force majeure with respect to the Other Party.

14.2 Furthermore, force majeure shall be deemed to exist if there is a shortcoming on the part of Kuyper Graveertechniek VOF which cannot be attributed to the fault of Kuyper Graveertechniek VOF, nor is it for the account of Kuyper Graveertechniek VOF by virtue of the law, legal act or common opinion. 

Article 15 - Non-performance

15.1 If the Other Party fails to meet any of its obligations to Kuyper Graveertechniek VOF in any way, as well as in the event of an application for a moratorium, (provisional) moratorium obtained, bankruptcy application, filing or claim, bankruptcy liquidation or discontinuation of (part of) the Other Party's business, Kuyper Graveertechniek VOF is entitled, without prejudice to its other rights and without any obligation to pay damages, to dissolve the agreements in whole or in part with immediate effect or to suspend (further) execution of the agreements.

15.2 Should Kuyper Graveertechniek VOF dissolve the agreement(s) under the provisions of paragraph 1 of this clause, without prejudice to Kuyper Graveertechniek VOF's other rights, all amounts owed by the Other Party to Kuyper Graveertechniek VOF for whatever reason shall become immediately due and payable and Kuyper Graveertechniek VOF shall be entitled to immediately suspend further execution of any assignment agreement.

15.3 If due to one or more circumstances not attributable to Kuyper Graveertechniek VOF, proper performance by Kuyper Graveertechniek VOF is wholly or partly impossible, either temporarily or permanently, Kuyper Graveertechniek VOF has the right to dissolve the agreements with the Other Party.

Article 16 - Transfer of rights and obligations

16.1 Kuyper Graveertechniek VOF is entitled to transfer its rights under an agreement with the Other Party to third parties. Kuyper Graveertechniek VOF is also entitled to transfer obligations under any agreement with the Other Party to third parties, provided Kuyper Graveertechniek VOF informs the Other Party of this in advance. In that case, the Other Party has the right to terminate the agreement. Kuyper Graveertechniek VOF shall not be liable for any damages in this respect.

16.2 The Other Party may not transfer its rights and/or obligations under any agreement with Kuyper Graveertechniek VOF to third parties without the prior written consent of Kuyper Graveertechniek VOF.

Article 17 - Numbers, measurements, weights and other data

17.1 Minor deviations with respect to stated sizes, weights, numbers, colors, and similar data shall not count as deficiencies.

17.2 Trade custom shall determine whether there are minor deviations.

Article 18 - Samples

If no order follows, the samples provided by Kuyper Graveertechniek VOF will be charged to the Other Party.

Article 19 - Conversion

19.1 If and to the extent that any provision of these General Terms and Conditions of Sale and Delivery cannot be invoked on the grounds of reasonableness and fairness or its unreasonably onerous character, the provision in question shall in any event be accorded a corresponding meaning as far as possible in terms of content and purport, so that it can be invoked.

19.2 The nullity, nullification or disregard of a provision of these General Terms and Conditions of Sale and Delivery or a part thereof shall not result in the nullity, nullification or disregard of the remaining provisions or the remaining part of that provision, respectively.

Article 20 - Applicable law

All legal relationships between Kuyper Graveertechniek VOF and the Other Party shall be exclusively governed by Dutch law unless the parties have expressly agreed in writing, contrary to this provision, that any foreign law is applicable. Application of the Uniform Laws on the International Sale of Goods is expressly excluded.

Article 21 - Competent court

21.1 The competent court in Rotterdam has exclusive jurisdiction to hear all disputes arising from any agreement between Kuyper Graveertechniek VOF and the Other Party or the execution of any agreement, as well as all disputes relating to these General Terms and Conditions of Sale and Delivery, unless another court has jurisdiction by virtue of a mandatory statutory provision.

21.2 The choice of forum referred to in the previous paragraph does not affect Kuyper Graveertechniek VOF's right to summon the Other Party before the court which has jurisdiction under the statutory provisions and does not apply if the dispute concerned falls within the jurisdiction of the subdistrict court.