General Conditions of Delivery - AXA Home Security

General Conditions of Delivery of the Vereniging Fabrieken van Hang- en Sluitwerk (VHS) and General Conditions of Delivery of the Vereniging Fabrikanten IJzerwaren en Gereedschapschappen (IJG).

Filed at the Office of the Clerk of the District Court in The Hague on March 22, 2001 under No. 38/2001.

Article I: General

Where these General Conditions of Delivery form part of offers for and agreements concerning the performance of deliveries by the contractor, all provisions of these conditions shall apply between the parties insofar as the contractor has not agreed in writing to any amendment(s) and/or addition(s). Any reference by the Client to its own purchasing, procurement or other terms and conditions shall not be accepted by the Contractor.

Article II: Offer

1. Every offer issued by the contractor is without obligation.
2. Data mentioned in catalogs, images, drawings, standardization sheets, size and weight specifications, etc. are not binding, except insofar as they have been expressly stated in writing by the contractor.

Article III: Agreement

If the agreement is entered into in writing, it shall come into effect on the day the contract is signed by the contractor, respectively on the day the written order confirmation is sent by the contractor.

Article IV: Price

1. The prices mentioned in the offer or order confirmation are exclusive of VAT and are based on the cost prices valid at the time the offer or order confirmation was issued.
2. If after the date of conclusion of the agreement one or more of the cost price factors undergoes an increase – even if this occurs as a result of foreseeable circumstances – the contractor shall be entitled to increase the agreed price accordingly.
3. Prices shall be based on delivery ex works in the Netherlands, on the understanding that for orders of less than 500 Euro net (exclusive of turnover tax) and any packaging to be charged separately, the contractor shall charge a surcharge of at least 10 Euro for handling costs, while freight costs shall be charged separately.
4. Quoted prices are exclusive of turnover tax and any packaging and administration costs to be charged separately. Only if this has been agreed, separately charged packaging will be taken back with a credit to the client for the amount charged for it, provided this packaging is received by the contractor, carriage paid and in good condition, within 30 days of the invoice date. Other packaging will never be taken back.

Article V: Delivery

1. Delivery shall be ex-works in accordance with Incoterms applicable on the date of offer.
2. Parties may agree to deliver orders in parts. In that case the contractor reserves the right to invoice these partial deliveries. The contractor also reserves the right to deliver and invoice 5% more or less than the order implies.
3. In the event of force majeure, the contractor will be entitled either to suspend the execution of the agreement or to dissolve the agreement in whole or in part, without the client being able to derive any right to compensation.
4. If the purchaser does not, does not adequately or does not timely meet any obligation arising for him from the agreement entered into with the contractor or from a related agreement, or if it is subject to serious doubt whether the purchaser is able to meet his contractual obligations towards the contractor, the commissionee shall be entitled, without notice of default or judicial intervention, either to suspend the performance of the agreement entered into with the client, or to dissolve it in whole or in part, without being obliged to pay any compensation for damages and without prejudice to his further rights.
5. In these General Conditions, force majeure means every circumstance beyond the control of the contractor – even if it could be foreseen at the time the agreement was entered into – which permanently or temporarily prevents performance of the agreement, as well as, insofar as not already included therein, war, danger of war, civil war, riots, strikes, employee lock-outs, transport difficulties, fire and other disturbances in the business of the contractor or his suppliers.

Article VI: Delivery period

1. The delivery period shall commence on the date of written acceptance of the order; if at that time not all data necessary for the execution of the order have been provided by the purchaser, the delivery period shall commence only as soon as this is the case.
2. Except in the event of gross negligence on the part of the contractor, exceeding the delivery period shall not entitle the purchaser to dissolve the agreement in whole or in part, nor to any damages or to non-performance of any obligation which he may incur under any agreement entered into with the contractor. Exceeding the term of delivery – for whatever reason – shall not entitle the purchaser to perform or have performed any work in execution of the agreement without judicial authorization.
3. With regard to the delivery time, goods are deemed to have been delivered when they are ready for shipment, all this after the principal has been informed thereof in writing.

Article VII: Payment

1. Payment must be made within 1 month of the invoice date without any deduction or setoff.
2. If the purchaser does not pay within the agreed period, he shall be deemed to be in default by operation of law and the contractor shall be entitled, without any notice of default being required, to charge him interest from the due date at a rate of 4 points above the legal interest rate in force in the Netherlands as well as all judicial and extrajudicial costs incurred in the collection of his claim.
3. Without prejudice to the provisions in art. V, subsection 1 and art. VI, subsection 3, the ownership of the goods delivered by the contractor to the purchaser will transfer to the purchaser only when all amounts due by the purchaser to the contractor on account of deliveries or work, including interest and costs, have been paid in full to the contractor. The principal shall nevertheless be entitled to sell and deliver the goods to third parties in the ordinary course of business. If this is neglected, whatever the terms of payment, the purchase price including interest and costs shall become immediately due and payable in full.
4. The contractor shall, where appropriate, be entitled to unhindered access to the good(s). The purchaser shall lend the contractor all cooperation in order to enable the contractor to exercise the retention of title included in paragraph 3 by repossessing the good(s).

Article VIII: Claims

Complaints regarding defects, faulty deliveries and externally visible faults must be made within 14 days of receipt of the goods by the purchaser, failing which any claims against the contractor in this respect will lapse.

Article IX: Guarantee

1. The contractor shall, at his discretion, replace or repair free of charge any goods with non-externally observable defects, of which the purchaser proves that they are the direct result of the use of inferior material or of inferior workmanship, subject to the restrictions stated in the following paragraphs.
2. The guarantee described in paragraph 1 of this article is limited to the defects mentioned therein, which have arisen within one year after delivery within the meaning of art. VI, paragraph 3.
3. Complaints based on warranty shall be made in writing to the contractor immediately, but in any case within 14 days, after a defect, as referred to in subsection 1 of this article, has arisen, failing which any warranty obligation of the contractor lapses.
4. Goods in respect of which a claim under the guarantee is made shall, after consultation with the contractor, be sent to him carriage paid. If the contractor delivers new goods to fulfil his warranty obligation, the originally delivered goods shall remain or become his property.
5. Defects resulting from incorrect transport, storage, application, use, inadequate maintenance or from changes made without the written consent of the commissionee – all this on the part of the client or third parties – fall outside the warranty.
6. The use of parts other than those supplied by the contractor shall void any claim under the warranty.

Article X: Liability

1. The contractor’s liability under the agreement is limited to fulfillment of the warranty obligations described in Article IX of these conditions.
2. Barring gross negligence on the part of the contractor and barring the provisions of paragraph 1, all liability of the contractor, such as for trading loss, other indirect damage such as assembly costs, damage to persons or property, including loss of money or other movable property, and damage resulting from liability to third parties is excluded.
3. The contractor is therefore also not liable for: infringement of patents, licenses or other rights of third parties resulting from the use of data provided by or on behalf of the client.
4. The principal shall be obliged to indemnify the contractor respectively to compensate the contractor for all claims of third parties for compensation of damage, for which the liability of the contractor is excluded in these conditions in the relation with the principal.

Article XI: Models, tools, dies and moulds

Models, tools, dies and moulds manufactured specially for an order shall remain the property of the commissionee, even if costs have been charged therefor. If no orders have been received and accepted by the contractor for a period of two years for a particular item, he shall be entitled to destroy the models, tools, dies and moulds concerned, without notifying the principal concerned.

Article XII: Applicable law and disputes

1. All agreements to which these conditions apply in whole or in part shall always be governed by Dutch law.
2. Insofar as disputes which may arise in connection with an agreement to which these conditions apply in whole or in part should be settled by the district court in view of their nature or on account of the amount claimed, only the court of the district in which the contractor’s registered office is located shall be competent to pass judgment in the matter.