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GENERAL TERMS AND CONDITIONS FOR DELIVERIES From:
Poelman B.V. Established and having its office at Professor Asserweg 4, 5144 NC Waalwijk, the Netherlands, hereinafter referred to as “Poelman B.V.”
Contents:
Article 1 Definitions
Article 2 Scope of application
Article 3 Offers and Quotations
Article 4 Delivery
Article 5 Delivery Time
Article 6 Partial Deliveries
Article 7 Technical Specifications
Article 8 Samples and Models
Article 9 Suspension and Termination
Article 10 Warranty
Article 11 Retention of Title
Article 12 Complaints and Inspection
Article 13 Pricing and Adjustments
Article 14 Payment terms
Article 15 Credit Surcharge
Article 16 Collection Costs
Article 17 Liability
Article 18 Force Majeure
Article 19 Cancellation
Article 20 Jurisdiction
Article 21 Governing Law
Article 22 Amendments and Filing
1. Definitions
In these Terms and Conditions, the term "Buyer" refers exclusively to any natural or legal person acting within the scope of their commercial or professional activities.
2. Scope of Application
A. These Terms and Conditions shall apply to all offers, agreements, and contractual relationships between Poelman B.V. and the Buyer, unless expressly agreed otherwise in writing.
B. These Terms shall also govern any third-party involvement in the performance of the contract.
C. If any clause in these Terms is declared void or is nullified, the remaining provisions shall continue to apply in full.
3. Offers and Quotations
A. All offers issued by Poelman B.V. are non-binding and valid for 30 days unless otherwise specified.
B. Deviations in the Buyer’s acceptance shall not be binding upon Poelman B.V., contrary to Article 6:225(2) of the Dutch Civil Code.
C. Any stated delivery dates or performance timelines are approximate and non-binding.
D. Prices are exclusive of VAT and other government-imposed levies unless expressly stated.
E. In the case of aggregate orders, Poelman B.V. shall not be obligated to deliver in separate units or apply partial pricing.
F. Offers shall not automatically apply to subsequent transactions.
4. Delivery
A. Delivery shall be ex-works (Incoterms), unless otherwise agreed in writing.
B. Quantity deviations of up to ±2% shall not entitle the Buyer to reject delivery or claim damages.
C. The Buyer is obliged to accept the goods upon delivery.
D. In the event of refusal or delay in acceptance, storage and additional handling costs shall be borne by the Buyer, with risk transferring accordingly.
5. Delivery Time
A. All stated delivery periods are indicative and non-binding.
B. A written notice of default is required before Poelman B.V. can be considered in breach.
C. Delivery timelines shall commence only upon full receipt of all necessary information.
D. The Buyer is obliged to inform Poelman B.V. of any change in address or delivery instructions without delay.
6. Partial Deliveries Poelman B.V. may make partial deliveries, each of which may be invoiced separately, unless the partial delivery lacks independent utility.
7. Technical Specifications
A. Compliance with technical standards outside the Netherlands is not warranted unless explicitly greed in advance.
B. Any technical specifications diverging from standard requirements must be declared by the Buyer prior to contract formation.
8. Samples and Models
Samples and models serve as non-binding illustrations. Actual goods may differ unless explicitly agreed otherwise in writing.
9. Suspension and Termination
A. Poelman B.V. may immediately terminate the contract in whole or in part if:
- Circumstances arise giving reasonable doubt as to the Buyer’s ability to fulfil its obligations, including but not limited to insolvency, moratorium, or liquidation.
- The Buyer fails to provide agreed securities or fails to do so in a timely manner.
B. In the event of force majeure or comparable hardship, Poelman B.V. reserves the right to suspend or dissolve the agreement.
C. Partially performed obligations may be invoiced separately unless lacking standalone value.
10. Warranty
A. Poelman B.V. warrants that delivered goods shall be free of design, material, and manufacturing defects for the agreed warranty period.
B. Defective goods shall be repaired or replaced at Poelman B.V.’s discretion.
C. Warranty shall be void in cases of improper use or failure to observe usage instructions.
D. Warranty for third-party goods is limited to that provided by the manufacturer.
E. Warranty claims are contingent upon full payment by the Buyer.
11. Retention of Title
A. Title to delivered goods remains vested in Poelman B.V. until full payment of all claims.
B. Pledging or transfer by the Buyer is prohibited until ownership passes, except in the ordinary course of business.
C. Goods must be stored with due diligence and clearly marked as property of Poelman B.V.
D. In the event of payment default or credible risk of insolvency, Poelman B.V. may repossess the goods. E. All other statutory rights of Poelman B.V. remain unaffected.
F. Upon repossession, Poelman B.V. shall credit the Buyer with the market value of the goods, less applicable costs.
G. The Buyer must promptly notify Poelman B.V. of any developments related to insolvency proceedings.
H. Extended retention of title shall apply, also covering previously delivered and paid goods, insofar as legally permissible.
12. Complaints and Inspection
A. The Buyer shall inspect the goods immediately upon receipt.
B. Apparent defects must be reported in writing within two (2) business days.
C. Hidden defects must be reported within fourteen (14) days of discovery.
D. Failure to report defects within these periods shall void all related claims.
E. Returns are subject to prior written approval by Poelman B.V.
F. Warranty claims expire one (1) year from the delivery date.
13. Pricing and Adjustments
A. Prices are stated in Euros, exclusive of VAT, based on minimum quantities and agreed Incoterms.
B. Price adjustments may be made due to fluctuations in material, wage, or currency exchange rates occurring after contract formation.
14. Payment Terms
A. Invoices are payable within thirty (30) days of the invoice date in the currency stated.
B. Failure to pay within this term constitutes default, incurring statutory interest and recovery charges.
C. In case of insolvency or comparable circumstances, all outstanding claims shall become immediately due.
D. Set-off or deduction by the Buyer is excluded.
E. Payments shall first be applied to interest and costs, then to the oldest outstanding invoice.
15. Credit Surcharge
A credit surcharge of 3% may apply and will be waived if payment is received within eight (8) days.
16. Collection Costs
A. Debt collection costs are borne by the Buyer and calculated as follows:
- 15% on the first €6,500
- 10% on the next €6,500
- 8% on the next €19,500
- 5% on the next €97,500
- 3% on any amount exceeding €130,000
B. Poelman B.V. reserves the right to claim actual higher recovery costs if substantiated.
17. Liability
A. Liability for defects is governed by Article 10.
B. Poelman B.V. shall only be liable for damage resulting from gross negligence or willful misconduct.
C. Liability is limited to the insured amount paid out under Poelman B.V.’s liability insurance.
D. Where no insurance payout is applicable, liability is capped at the invoice value of the affected transaction.
18. Force Majeure
A. Force majeure includes, but is not limited to, external events beyond Poelman B.V.’s control such as strikes or governmental actions.
B. If force majeure persists for more than three (3) months, either party may terminate the contract.
C. Partially fulfilled obligations may be invoiced separately.
19. Cancellation
A. Cancellations are subject to the following fees:
- ≥90 days before delivery: 25% of the gross order amount
- 60–89 days before delivery: 50%
- <60 days before delivery: 100%
20. Jurisdiction
The competent courts of Poelman B.V.'s registered office shall have exclusive jurisdiction over all disputes.
21. Governing Law
Dutch law shall exclusively govern all contractual relationships with Poelman B.V. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
22. Amendments and Filing
These Terms and Conditions are filed with the Chamber of Commerce in Tilburg. The most recently filed version, or the version in effect at the time the contract was concluded, shall apply.