General terms and conditions

CORPORATE MARKET

Article 1 - Definitions/general

  • a) Under the General terms and conditions of VACO Association, the terms below shall have the following meaning:
    • VACO supplier: any business recognised by VACO Association which refers in its offers and agreements to the General conditions of VACO Association and applies these to its transactions;
    • Customer: the entity (not being a consumer) to which the VACO supplier directs an offer or which instructs the VACO supplier to perform services or supply goods.
  • b) The conditions are applicable to the formation, the content and the fulfilment of all agreements concluded between a VACO supplier and the customer entailing the delivery of goods and/or the performance of services by the VACO supplier.
  • c) General (purchasing) conditions of the customer do not apply unless such have been agreed explicitly in written form.

Article 2 - Offer, agreement

  • a) All offers and quotations by the VACO supplier are without obligation.
  • b) Quotations made by the VACO supplier are valid for supply ex-warehouse or place of business of the VACO supplier, unless otherwise agreed in written form. Quotations are exclusive of VAT and levies which could be imposed by government, unless otherwise agreed in written form. Associated costs of packing, etc. do not form part of quotations and will be charged separately by the VACO supplier.
  • c) With the exception of cash purchases, an agreement between the VACO supplier and a customer comes into effect after the VACO supplier has confirmed the order in written form or has commenced supply.
  • d) Price changes as a result, for example, of changes in factory or importer prices and/or exchange rates can be passed on in the selling price. If price changes occur within three months of the conclusion of the agreement, the customer has the right to dissolve the agreement within one week of receiving notification of the change. If price changes occur during a delivery period of longer than three months, then there is no right to dissolve the agreement.
  • e) Price changes stemming from the law, such as taxes and levies imposed by the government do not confer any right to dissolve the agreement.

Article 3 - Delivery and delivery time

  • a) Delivery times and other data specified by the VACO supplier are indicative and are never to be considered final within the meaning of Section 6:83(a) of Dutch Civil Code, unless explicitly agreed otherwise in written form. In the case of the expected delivery time being exceeded the customer can give notice of default to the VACO supplier in writing by registered letter. In so doing the customer must apply a reasonable period in which the VACO supplier can still – without being liable for compensation – fulfil the obligation(s) incumbent on it. A reasonable period is a period of two months after the expiry of the specified delivery time.
  • b) As soon as the goods are ready for collection or delivery at the VACO supplier or the activities stemming from the service provision have been completed, the goods are considered to have been delivered and/or the services to have been provided.
  • c) The customer is obliged to accept a delivery at an earlier time than was specified by the VACO supplier. The VACO supplier can effect partial deliveries and invoice these. Partial deliveries cannot be rescinded if it later turns out that the full order cannot be delivered.

Article 4 - Force majeure

  • a) Force majeure is understood to mean, in addition to what is understood in the law and case law, all external causes which hinder the normal fulfilment of an obligation over which the VACO supplier cannot exercise any influence irrespective of whether the circumstance was foreseeable at the time the agreement was concluded. Examples of such causes are work strikes, general shortage of raw materials, unforeseeable interruption at suppliers or other third parties on which the VACO supplier is dependent, governmental measures, general disruption to energy supplies and general transportation problems.
  • b) The VACO supplier can also invoke force majeure if the circumstance which hinders (further) fulfilment occurs after the VACO supplier ought to have fulfilled its obligation.
  • c) In case of permanent force majeure the VACO supplier is entitled to declare in writing that the agreement is dissolved without being liable for compensation. \
  • d) During the period of temporary force majeure the obligations of the VACO supplier in regard to delivery and other matters are suspended without legal intervention and the delivery time is extended by the period of temporary force majeure. If the period of force majeure lasts longer than 3 months, both parties can dissolve the agreement with due observance of Article 4e without being liable for compensation to the counterparty.
  • e) If on the commencement of the force majeure the VACO supplier has already partially fulfilled its obligations, or it can only partly fulfil its obligations, then the VACO supplier can separately invoice the part already delivered, or deliver and invoice the part about to be delivered. The foregoing is not applicable if the part already delivered or about to be delivered has no independent value.

Article 5 - Risk, retention of title and right of retention

  • a) The customer bears the risk for all damage which might be sustained or caused by the supplied goods and/or services from the moment of delivery. The entity responsible for the organisation of the transport bears this risk from the moment at which the transport commences and is therefore obliged to adequately insure said risk.
  • b) The customer is obliged at its own expense to insure the delivered goods against the usual risks and to keep them insured under normal conditions with a reputable insurance company from the delivery up to the time of full payment.
  • c) All goods delivered and yet to be delivered against a specific agreement remain the exclusive property of the VACO supplier until all claims which the VACO supplier has on the customer have been or will be fully paid, including interest and costs as referred to in Section 3:92(2) of the Dutch Civil Code. This means that the paid-up goods only become the property of the customer if the customer has paid everything for which it is liable to the VACO supplier, and thus this also extends to invoices other than those against which the goods in question were invoiced.
  • d) In the absence of timely completion of payment by the customer, the VACO supplier can, without notice of default or judicial intervention and without liability for damages, dissolve the sales agreement and repossess the goods it delivered, for which purpose the customer will grant free access to the delivered goods to the VACO supplier.
  • e) For as long as the ownership of the delivered goods has not passed to the customer, it may not pledge the goods or create other security interests on said goods. In pursuit of the normal exercise of its business, the customer may sell the goods of the VACO supplier.
  • f) Goods present at the customer and featuring in the fixed delivery programme of the VACO supplier are considered to originate from the VACO supplier unless the customer proves that the goods originated from another (subject to evidence to the contrary).
  • g) Until the customer has paid all amounts owing under an agreement, the VACO supplier can keep goods from the customer in its possession and recover its claim thereon, unless the customer has furnished adequate security for this claim.

Article 6 - Payment

  • a) Unless otherwise agreed, all deliveries take place against cash payment or prepayment. If the parties agree otherwise a payment term of 14 days will apply in principle, although the parties can also agree an alternative payment term in writing. The applicable payment term is a final term.
  • b) All costs associated with payment are for the customer’s account. In the first instance payments are offset against the costs, then against the interest still due and finally against the principal sum and the current interest. If the principal sum is comprised of multiple invoices, payment is assigned to the oldest due and payable invoice or invoices, irrespective of the invoice numbers to which the customer has assigned the payment.
  • c) If the customer has failed to pay within the agreed payment term, then the customer is in default without further notice of default necessary. In case of default the customer is liable for interest of 1% on the principal sum per month or part thereof. In case the statutory interest pursuant to Section 6:119a or Section 6:119 of the Dutch Civil Code might be higher, the customer is liable for this statutory interest.
  • d) If the customer has failed to comply with its payment obligations, then all costs reasonably incurred by the VACO supplier for obtaining extrajudicial settlement are for the customer’s account. The extrajudicial collection costs are fixed at 15% of the principal sum unless the customer shows that the VACO supplier incurs a lesser loss.
  • e) If the VACO supplier takes legal action against the customer for payment or other compliance with the agreement, the customer is obliged to bear all the costs actually incurred by the VACO supplier in connection with the legal proceedings, such as the costs of legal representation, attachment and court fees if the VACO supplier’s case is wholly or partly decided in its favour.

Article 7 - Conformity

  • a) The VACO supplier will execute the agreement to the best of its ability in accordance with the requirements of good workmanship. The customer is obliged to examine immediately after delivery whether the VACO supplier has properly complied with the agreement and to notify the VACO supplier in written form within a reasonable time, at most within 10 working days after delivery, if there has not been proper compliance (expiry period). If notification within this period is not reasonably possible, then a maximum period of 10 working days applies from the moment at which the defect was discovered or could have been discovered.
  • b) Complaints do not confer upon the customer the right to suspend payment.
  • c) In case of timely submitted complaints as referred to in Article 7(a), the customer will give the VACO supplier the opportunity to investigate the validity of the complaint. In case of a justifiable complaint, the customer will grant the VACO supplier a reasonable period in which to repair or replace the service performed or the item delivered.
  • d) The agreement is also deemed to have been properly performed between the parties if the customer fails to carry out the investigation or fails to give notice in good time as stipulated in Article 7a. If on delivery the customer has signed for correct receipt the right to submit a complaint about the quantity or visible damage to the received goods lapses. No rights can be derived from obvious typesetting, printing or typographical errors in (online) catalogues or price lists.
  • e) The VACO supplier warrants both the soundness of goods it has delivered in relation to their price and for the quality of the service provision, except where:
    • the customer has not followed the directions or instructions given by the VACO supplier or its supplier; - a usage other than normal is involved; - defects are the result of normal wear and tear or normal use;
    • fitting, repair or alteration of the item has taken place by third parties under instruction from the customer;
    • the nature or quality of applied materials is defined by government regulation;
    • the customer provides materials or goods to the VACO supplier for processing;
    • materials, items and working methods are applied according to the explicit instructions of the customer.
  • f) If the VACO supplier replaces items on the grounds of Articles 7c or 7e, the items replaced become its property. If the customer has already used the items, the VACO supplier is entitled to charge the customer a usage fee. This fee will relate to the period for which the item has been in use at the customer or a third party and will have the same proportionality to the purchase price as the usage period to the normal service life.

Article 8 - Liability

  • a) The total liability of the VACO supplier is limited to repair, replacement or reversal of the agreement. The VACO supplier is not liable for any further compensation (no compensation for consequential loss). Warranty rights granted by third parties (manufacturer or importer) are taken over by the customer.
  • b) The VACO supplier, its subordinates and third parties engaged by it, are not liable for damage to persons, goods or the business of the customer and/or third parties which are the consequence of defects in the goods and/or services supplied by the VACO supplier unless it involves a wilful act or deliberate recklessness.
  • c) The customer indemnifies the VACO supplier against third-party claims stemming from a shortcoming in the goods delivered or services performed.
  • d) The liability of the VACO supplier is furthermore limited to the amount of the payment made by the insurance, in so far as the liability is covered by the insurance. If in any case the insurance provides no cover or does not proceed to payment, the liability of the VACO supplier is limited to the invoice value of the relevant item and/or service.
  • e) In case of damage caused by a defect in the delivered item which it did not itself produce or import into the EU, the VACO supplier will within a reasonable term notify the address of its supplier, producer or importer in the EU to the customer. If the VACO supplier is not (any longer) able to supply this information, or it produced or imported the item into the EU itself, then the VACO supplier has no further liability than that for which it is liable under the Act (Section 6:185-193 Dutch Civil Code) and that specified in Article 8(a).

Article 9 - Suspension and dissolution

  • a) The VACO supplier is authorized to suspend the fulfilment of the obligations or to dissolve the agreement without being liable for compensation, if:
    • the customer does not fulfil the obligations from the agreement, or does not do so in good time, or not fully;
    • after concluding the agreement the VACO supplier has good grounds to fear that the customer will not fulfil his obligations or will not do so fully or in good time;
    • on concluding the agreement the customer was obliged to provide sufficient security of compliance and this provision of security has failed to materialize or in the VACO supplier’s opinion is insufficient;
    • such unforeseen circumstances arise that fulfilment of the agreement by the customer is impossible, as in the case of the customer's insolvency, at least such unforeseen circumstances that unaltered continuation of the agreement cannot be expected of the parties according to standards of reasonableness and fairness.
  • b) Upon dissolution of the agreement, all claims on the customer are immediately due and payable and the VACO supplier retains the right to claim compensation.

Article 10 - Applicable law and disputes

  • a) All agreements concluded with the VACO supplier are governed by Dutch law. The applicability of the Vienna Sales Convention (CISG) is explicitly excluded.
  • b) Disputes arising from agreements with the VACO supplier must be referred to the Dutch Court in the district in which the VACO supplier has its registered office, unless statutory rules do not allow this.