General conditions JVM Europe BV
General conditions of sale from JVM Europe BV (registered at the Chamber of Commerce in Lelystad, the Netherlands, Nr. 32137355)
1. Definitions, applicability
The following definitions, both in the singular and in the plural, are used in these General Terms.
a) Contract: any quotation and acceptance thereof, agreement including its exhibits and addenda or other agreed course of conduct or legal act between JVM Europe and Customer, regardless whether these have been made orally, in writing, electronically or in any other form.
b) Customer: the party (a) to whom the offer of JVM Europe is addressed, (b) with whom JVM Europe has concluded the Contract or (c) for the benefit of whom the legal act is performed.
c) Ex Works (EXW): Incoterm defining that the products will be produced, packed, marked if applicable, and made available. Loading and clearing of the Products and shipping thereof is at risk and costs of Customer.
d) Force Majeure: with the exception of any events on the part of Customer’s client or Cus-tomer’s project, any event that incurs failure to perform beyond control and not caused by the negligence of the performing party, such as – without limitation – rulings (e.g. embargo’s), governmental measures, strikes, disruption in electricity supply, non-availability of telecom-munication services, non-delivery of Products.
e) General Terms: the present version of general terms & conditions of JVM Europe, regardless of the form in which they are published (hard copy or electronically).
f) Products: all products, affairs, materials, parts (including – but not limited to – spare parts, documentation, merchandising goods, etc.) and services that are subject of Contract.
g) Invoice: commercial document issued by JVM Europe to Customer requesting payment of Products, indicating total amount, applicable taxes, bank transfer specifications and – if applicable – Purchase Order’s reference.
h) Intellectual Property (Rights): assignment of property rights through patents, copyrights, trade names and trademarks.
i) JVM Europe: JVM Europe BV with its statutory address at Niels Bohrweg 6218MD Lelystad, the Netherlands and registered at the Dutch Chamber of Commerce # KVK 32137355, and its subsidiaries.
j) More Work: all requested or necessary extra Products that are not included in the Quotation, proposition or task.
k) Purchase Order (PO): commercial document issued by Customer to JVM Europe authorizing a purchase transaction and indicating part number(s), trademarks, type(s) and/or description(s), and quantities of Products and/or prices.
l) Quotation: response to Customer’s request for quotation in which JVM Europe quotes its prices for the Products, payment condition and other terms and conditions.
All our particulars, including – but not limited to – offers, price lists, stock lists, catalogues, cost estimates provided by JVM Europe BV, technical data diagrams, representations, drawings, designs, samples and models, etc. are submitted without obligation at all times unless expressly indicated to the contrary. JVM Europe BV is bound only following written acceptance of the order by a confirmation of order by JVM Europe BV to the customer.
Provisions concerning the product.
JVM Europe BV accepts and executes orders exclusively with due regard to the tolerances standardised by JVM Europe BV Measurements, weights, quantities, capacities, technical specifications and the like indicated should be regarded as estimates. The margin of deviation in a quantity ordered and/ or wall or plate thicknesses or gram weights quoted will be a maximum of 10% unless expressly agreed otherwise. The customer undertakes to accept the additional and be satisfied with the lesser amount. For colour departures, JVM Europe BV accepts no liability if they do not go beyond a colour shade.
Agreed prices are binding, provided that JVM Europe BV is entitled to charge the customer with all price increases by our suppliers and charges for import duties and/or other tax payment, freight, other costs and changes in the rates fixed by the European Bank for foreign currency connected with the supply, arising subsequent to the agreement. If prices are changed after the date of order confirmation, orders will be executed in accordance with such change unless orders placed and confirmed by JVM Europe BV are ready for despatch for delivery within 14 days following the date of written confirmation of the price change. A customer who does not wish to maintain an order already placed at the new prices will be entitled to cancel it in writing within 14 days following our written communication of such change. Costs already incurred by JVM Europe BV in execution of the order will then be charged to the customer.
Should JVM Europe BV be reasonably unable to demand discharge of the agreement or do so in time as a result of force majeure, JVM Europe BV will be entitled on simple written notification either to suspend discharge for the duration of the force majeure or to dissolve the agreement at any time during the force majeure situation, if it has not yet been implemented or if the goods are not yet ready for despatch, without recourse to the courts and without being in any way liable in damages. Force majeure will include: riot, epidemic, natural catastrophe, lock-out, obstructions of imports and exports, disruption of any kind whatever in our business or in that of our suppliers, lack of raw materials, auxiliaries, tools and plant and all other circumstances, whereby JVM Europe BV cannot reasonably seek discharge of the agreement or do so in time, without JVM Europe BV being required to demonstrate the effects thereof on our business.
Unless agreed otherwise, freight charges will be added to our supplies.However, the customer may also be charged a contribution towards handling expenses at any time, while the additional cost or express and postal parcel despatches will always be debited.
Delivery times are always approximate. Orders may not be cancelled or costs or loss resulting from the delay cannot be recovered if the delivery time is exceeded, provided this is within the reasonable limits. JVM Europe BV is not obliged to deliver if the customer does not or not duly discharge its obligations towards JVM Europe BV or if this is to be feared, in which case JVM Europe BV may demand payment in advance, cash payment and/or security for payment. JVM Europe BV may similarly suspend delivery if the customer has not yet honoured its payment obligations under previously concluded agreements and/or supplies, until all outstanding invoiced sums are settled, including interest charged for late payment.
Complaints / liability
Any complaints regarding deliveries incorrectly made or orders incorrectly executed by JVM Europe BV will be submitted in writing within 14 days following the date of receipt of the goods or completion of the order to JVM Europe BV. JVM Europe BV reserves its right to reject complaints out of hand that are not notified in writing or later than the stated time limit to JVM Europe BV. Goods to which the complaint relates will be kept at our disposal in the condition in which they are delivered. If repairs are made by third parties without our prior knowledge, the customer will lose any right to complain in consequence. A complaint may not give rise to any right not to pay sums invoiced. JVM Europe BV is not liable for damage of any kind whatever sustained by the customer or third parties, resulting from the use of our supplies, products or order results. The customer undertakes to guarantee JVM Europe BV and hold it harmless for all costs, damage and interest, to be incurred by JVM Europe BV as a direct or indirect consequence of claims and/or demands that third parties may make or cause to be made against JVM Europe BV with regard to the above. The goods supplied, JVM Europe BV will in no event have any further liability towards a customer in respect of goods supplied that JVM Europe BV procures from a third party, than the third party concerned has towards JVM Europe BV.
Servicing activities not covered by our free guarantee work will be charged to the customer at the current rates, available on request. The customer is liable for the safety and health of our staff during implementation of servicing activities on the customer‘s equipment and products. Completion of an infection-free declaration may be required for this purpose. On justified doubt, the execution of servicing work may be refused in the interests of our workers‘ safety and health. These general conditions apply similarly to servicing activities.
Mould charges invoiced to customers are merely contributions towards the cost of producing moulds and tools; these moulds remain JVM Europe BV’s property at all times. On due acceptance, moulds for which charges have been made to customers, are reserved for their use for a maximum of two years.Unless expressly agreed otherwise, any rights to models and drawings prepared by JVM Europe BV belong to us or to our factory.
Special packaging commissioned by the customer and the cost thereof and pallets will be invoiced. Only standard boxes, crates and pallets that are returned carriage paid in good condition, at our discretion, within 30 days of invoice date will be paid for.The customer will bear the cost and risk of damage or loss of packaging placed at our disposal by the customer, caused by JVM Europe BV or the personnel of any third party, of any kind whatever.
Unless expressly agreed otherwise, the customer will make payment within 30 days following invoice date at our office, without deduction of discount or entitlement to compensation. A customer who neglects to settle at the time the claim becomes payable is immediately in default without any notice. The customer will pay interest on the sum due as from that date at the statutory rate applicable at that point. The customer will bear legal and extra-legal costs for collecting the sum due to JVM Europe BV, the extralegal costs amounting to 15% of the invoice value.
Goods ready for collection.
If delivery on call is agreed, JVM Europe BV reserves its right nonetheless to fix a final date for customers for collection following completion of production. JVM Europe BV is entitled to invoice goods ready for collection and to demand payment for them unless they are collected by the agreed or final date, without prejudice to JVM Europe BV‘s right to demand collection. JVM Europe BV will store ready goods not collected or collected on time at the customer‘s risk and expense.
Reservation of title
Until the customer has discharged its payment obligation towards JVM Europe BV under any agreement or statutory commitment (i.e. including amongst other things interest and charges) that JVM Europe BV has concluded with it, the articles delivered remain JVM Europe BV‘s property. The customer undertakes to store these articles up to delivery date in a way that identifies it as JVM Europe BV‘s property, should JVM Europe BV so request. JVM Europe BV also reserves its right to demand a refund in such a case or if a situation arises as mentioned in article 12. The customer will then be obliged to return the articles to JVM Europe BV immediately on request by it. The customer will enable JVM Europe BV on first request to recover the articles supplied by JVM Europe BV from itself or its holders. The customer will bear the recovery costs. JVM Europe BV is entitled at all times to suspend discharge of its obligations until the customer has at our request and in our favour established non-possessory pledges on the articles supplied (and still to be supplied) for all receivables from the customer. During the period of reservation of title, the customer is permitted to dispose of the articles exclusively as part of the normal conduct of its business. It is not entitled to pledge them to third parties without our consent.
Should the customer fail to discharge its obligations or do so in time or properly, JVM Europe BV will be entitled to suspend the agreement wholly or partly by simple written notification or to dissolve the agreement without court action, and to cancel orders still current, without prejudice to JVM Europe BV‘s rights in damages from the customer regarding costs, interest and loss. On cancellation by the customer or a change in the order by the customer, all costs already incurred, including mould charges and the cost of packaging, and payments incurred by JVM Europe BV on account of the cancellation and loss of profit and under-utilisation losses will be borne by the customer.
Goods on approval, samples etc.
Damage to or loss of articles supplied by JVM Europe BV to a customer on approval and/or samples will be at the customer‘s risk and expense. The packaging material for the approval consignments and samples will be kept at our disposal.
In the event of disputes arising regarding or resulting from agreements concluded by JVM Europe BV, the parties declare that the court of Lelystad will have exclusive jurisdiction unless JVM Europe BV prefers to submit it to a decision by another competent court, whether Dutch or otherwise.
All our agreements are governed by Dutch law.