1.1 These General Conditions apply to all offers and agreements of sale and to the performance of work, as made, entered into or carried out by Daub Bakery Machinery B.V.
1.2 In these Conditions Daub Bakery Machinery B.V. is further indicated as the Seller or the Manufacturer, and the other party as the Buyer.
1.3 The conditions of the Buyer only apply if the Seller has accepted such in writing.
2.1 Offers are non-binding, unless the contrary is expressly stated.
2.2 Prices are in Euros (EUR) exclusive of any taxes, unless otherwise expressly stated.
2.3 The contents of websites, manuals, price lists and other publications do not bind the Seller.
2.4 An agreement comes into effect when the order issued by the Buyer is confirmed by the Seller. The information contained in the order confirmation is to be checked by the Buyer and is binding.
2.5 The Buyer is entitled to dissolve the agreement if cancellation of the order is made before the delivery date and within five working days after the agreement has come into effect. If the Buyer cancels the order before the delivery date and more than five working days after the agreement has come into effect, the Seller is entitled to compensation of 20 % of the invoice value of the cancelled order. If the Buyer cancels the order on or after the delivery date, the full invoice value of the cancelled order is due.
3.1 Delivery is at the Seller’s place of business (EXW) in accordance with the Incoterms ICC 2010, unless otherwise expressly stated.
3.2 The delivery date is the date when the goods are available for collection at the Seller’s place of business. The delivery date is determined by the Seller and is approximate. Failure to meet the delivery date will not give any right to compensation, unless such liability has been accepted by the Seller in writing.
3.3 Partial deliveries and shipments are permitted.
3.4 If the goods are ready from the delivery date and are not collected, they are at the disposal of the Buyer and will be stored at the Buyer’s risk and expense.
3.5 The Seller does not provide installation of the delivered goods.
The goods are supplied in packaging which is suitable in the opinion of the Seller. If the Buyer prescribes a different type of packaging, the Seller can charge the costs of such packaging to the Buyer.
5.1 All goods travel at the expense and full risk of the Buyer, even if the Seller organizes or mediates the transport. The Buyer is to take out insurance for damage or loss related to transport.
5.2 All documents required for transport or importation of the goods is the sole responsibility of the Buyer. In case the Buyer requests the Seller to provide such documents, the Seller can charge the associated costs to the Buyer. Delays or additional costs related to documents or importation are also borne by the Buyer.
6.1 Complaints are to be lodged in writing within ten working days after receipt of the goods or the invoice. In the event of a defect which is covered by the guarantee, there is a period of ten working days after the time of discovery of the defect or the time when discovery could reasonably have been made.
6.2 The Buyer loses all rights and powers when he does not comply with these provisions or when the Buyer does not offer the Seller sufficient opportunity to rectify the defect in question.
7.1 The Manufacturer guarantees the proper working of its products and the soundness of the components for two years after delivery. No guarantee is given for products which were not new at the time of delivery or for electrical components.
7.2 If the daily use is greater than is considered normal, the guarantee terms will be reduced proportionally.
7.3 The guarantee does not apply to defects which arise after alteration by third parties or the use of non-original parts, or if the products are not used for their intended purpose or when defects arise due to normal wear and tear, inexpert use and incorrect maintenance.
7.4 All repairs under guarantee take place at the Manufacturer’s place of business. If repair at the Manufacturer’s is not possible, the Manufacturer is only required to exchange the defective components by similar parts.
7.5 All shipping costs of the goods under guarantee or their replacements are at the expense of the Buyer or end-user. The goods exchanged under guarantee will become the property of the Manufacturer and have to be returned to the Manufacturer’s place of business.
7.6 The guarantee is governed by Dutch law. The competent court is the court in the place where the Manufacturer has its registered office.
8.1 The Seller remains the owner of the goods which have been or are still to be delivered as long as the Buyer has not performed its obligations towards the Seller under the agreement or similar agreements. These obligations also include penalties in the form of interest and expenses.
8.2 As long as the retention of title exists, the Seller can take back the goods without being in default.
8.3 As long as the retention of title exists, the Buyer is not entitled to alienate the goods. Nor is the Buyer entitled to grant a right of mortgage or any form of pledge hereon and the Buyer must declare to third parties who wish to obtain such right, that the Buyer does not have the authority to grant such right.
9.1 Payment is to be made at the Seller’s place of business within the payment term indicated on the order confirmation or invoice. The Buyer is not entitled to set off any claims it has on the Seller.
9.2 Non-acceptance or non-collection of the goods while they are at the disposal of the Buyer or governmental regulations that restrict the use of the goods does not alter the payment obligations of the Buyer.
9.3 If payments have not been received by the Seller on the due date, the Seller is entitled to charge the Buyer a penalty interest of 1% every 30 days after the due date. After the due date the Buyer is legally in default, without the need for notice of default, and the interests and extrajudicial costs of collection are automatically owed in accordance with the rate of the Dutch Bar Association.
9.4 If the Buyer defaults on its payment obligations under the agreement or similar agreements, all claims are immediately due and the Buyer loses all rights and entitlements (including the guarantee) until these obligations are settled in full. These provisions also apply in the event of liquidation, bankruptcy or a moratorium on payment on the part of the Buyer.
9.5 At any time before performance of the agreement, the Seller is entitled to demand sufficient security from the Buyer for performance of the Buyer’s payment obligations. In the event that in the opinion of the Seller this condition is not met, the Seller can suspend performance of the agreement without being in default. These provisions also apply when the Seller has granted the Buyer credit.
10.1 If the agreement cannot be performed due to circumstances beyond the parties’ control, the affected party can suspend performance without being in default. Such circumstances also cover late delivery by suppliers or strikes but do not cover cancellation or default by the Buyer’s client(s).
10.2 If a party has to suspend the agreement for more than 90 days, the other party can unilaterally dissolve the agreement. In such case, neither of the parties is entitled to compensation.
10.3 Unilateral dissolution or partial dissolution of the agreement can only take place after the party in default has been given notice of default and the defaulting party has been given a reasonable time to perform its obligations and the defaulting party has failed to do so. Dissolution is to be in writing.
10.4 The Buyer cannot dissolve or suspend the agreement after he has defaulted himself. Nor can the Buyer dissolve or suspend the agreement with regard to performance which has already been made by the Seller.
11.1 The Seller’s liability is restricted to complying with the guarantee obligations cited in these Conditions. The Seller can therefore never be held liable for any damage other than to the supplied product itself (indirect damage), this being understood to include, among other things, trading losses, loss of profits, etc.
11.2 In the event of serious misconduct/fraud, the Seller’s liability is restricted to the sum paid out by the Seller in the case in question on the basis of liability insurance. If no cover is in place, the Seller’s liability in the event of serious misconduct/fraud is restricted to the invoice amount of the supplied product which has given rise to the liability.
11.3 The Buyer has an obligation to protect or indemnify the Seller with regard to any claims by third parties for compensation for damage related to the goods supplied.
All agreements are governed by Dutch law. The competent court is the court in the place where the Seller has its registered office, which has jurisdiction insofar as this is not contrary to any statutory provisions.