Terms and Conditions
GENERAL TERMS & CONDITIONS
Subject to errors of transcription and translation
a These conditions apply to all offers, contracts, purchase and sale agreements and all
other agreements and transactions for the provision of supplies and / or services to or with counterparties
made or incurred, insofar as these conditions are explained.
b. In the following, the term "seller" means Meindertsma Agri-Parts vof in his capacity as a provider,
supplier, contractor, supervisor, technician, etc., and "buyer" the (prospective) buyer (applicant)
client, customer, said the party in the broadest sense of the word.
c. Deviations and / or additions to these conditions apply only if in writing between seller and buyer
agreed and only for the contract to which the different conditions were made. Purchases /
or other conditions of the buyer by seller expressly rejected and shall apply only to the extent they
accordance with these Terms & Conditions.
Offers and agreements
All offers of a seller, in any form whatsoever, unless expressly agreed otherwise,
b. Statements and specifications of the seller regarding size, capacity, performance or results, occurring in
pictures, drawings, catalogs, price lists, advertising material, etc. are approximate and provided the binding
c. Agreements are binding for the seller first if and when he, after receiving the order from the buyer,
or after receipt of the acceptance of the offer by the buyer, this has confirmed in writing.
d. Seller is not bound to deliver at the tendered price if this price is based on a pressure-or
e. Seller shall in the case of telephone and / or fax orders not liable for incorrect delivery and / or billing
caused by the relevant telephone fax and / or task. Written risations confirmed by telephone and / or fax
commands that are received after the date of delivery having been made of the telephone
and / or fax ordered goods do not preclude this.
f. It is known to parties that European legislation in the making that governs all contracts in dollars in countries
participate in EMU are automatically converted into Euros. Parties will relating to the new
legislation to conform without introduction of the Euro for the remaining parties may rise
contract conditions may indicate.
g. Any agreement by seller under the condition concluded that the credit
Copper is satisfied and / or at the request of the seller by the buyer with sufficient certainty is assured.
h. During the execution of the contract the seller is entitled at the expense of the buyer, to require security
regarding its creditworthiness.
The offered a resp. agreed prices are exclusive of packaging, insurance and transportation and excluding
b. If the execution of the order at the request of the buyer or by the lack of data or instructions or other
circumstances attributable to the Purchaser is delayed, then all prices will be increased by vendor
additional costs, including loss of interest, which thus arise for the seller.
c. If more than three months have elapsed between the conclusion of the agreement and the delivery and
in that period the prices of materials, raw materials or intermediates, wages, bonuses whatsoever, freight,
taxes, exchange rates and / or other cost factors such seller have increased the cost
seller has more than 5% higher to a halt, then the seller entitled to the cost increase
corresponding higher selling price to charge, without the buyer has the right to contract
(Do) cancel, while vendor for the above in no way liable for any
d. When reseller business up for sale against payment in a currency other than Dutch,
Seller reserves as long as the delivery of the goods has not taken place, the right prijsmodificerende
currency changes to the buyer to pass.
Delivery and risk
as the place and time of delivery is the factory or warehouse or vendor. the place of dispatch of the
matters. The goods travel at buyer's expense and risk. If no further instructions by the buyer, seller
given, the method of packaging and transportation, insurance, etc. by the seller as good house-father determined
without it bearing any liability.
a Unless otherwise agreed in writing all suppliers made without discount and against
b. All payments will be made without deduction or at the office of a vendor or by
designated bank account.
c. In the event of late or incomplete performance by the seller, the buyer's obligation to pay not
suspended, provided that the seller in case of termination due to force majeure at the foot of under Article 7
e part of the purchase price that the buyer has already paid, will repay.
d. If the buyer is in default to fulfill his payment, he is to the seller the legal interest
payable on the outstanding invoice amount or part thereof, wherein a portion of a month
for a full month is calculated, starting 30 days after invoice date and in case of purchase on account,
from 14 days after the invoice date. Also, buyer to seller then owe the reasonable costs of
obtaining payment out of court, which costs are calculated with 15% of the amount due on copper
e. Seller shall have the discretion to determine which debt payments are allocated buyer, but in any
case these will first be deducted on interest and extrajudicial costs.
f. In any case, the vendor concerning matters that the purchaser has possession, entitled, until its total
claim against the buyer is satisfied, using his right of retention.
a Seller retains ownership of all goods delivered by him until the purchase price for all
these goods has been paid. The retention of title also applies to the claims which the Seller against Buyer
might obtain due to failure of copper in one or more of its obligations towards the seller, or that
This claim arises from a buyer to the seller to pay damages.
b. Issues underlying the retention of the seller alone, can only in the context of normal
activities of copper be resold.
c. In the event Buyer fails to fulfill its obligations towards the seller, or a reasonable fear that copper
will not do so, the seller is entitled to the goods under retention of title to the purchaser or other
the case for copper reserve, to remove or get rid of anything. Buyer must complete this seller
cooperate, failing which Buyer to the Seller a penalty of forfeit 10% of the buyer
payable for each day a part of a day including the buyer to the seller herewith in
default without prejudice to the obligation to surrender.
d. Buyer undertakes to the seller in case third party rights on matters on which the retention of
seller peace, to settle or to assert seller immediately inform them and the
third parties to inform the retention of the seller.
e. Buyer undertakes to the Seller within reasonable limits to cooperate with all measures
which vendor to protect its proprietary rights to business wishes to take.
f. Copper present in all things, from the seller, as long as buyer has any payment towards
seller, seller of property under the ownership given in this article.
g. On the Goods supplied by payment in ownership of copper have passed and are still in the hands of copper
located, Seller reserves hereby already now for then, then liens liens as provided for in Article
3:237 BW as additional security for claims, other than in Article 3:92 paragraph 2 BW enumerated, that vendor
any reason whatsoever against Buyer may have. At the first request of the seller, buyer to cooperate
give him a pledge through registration to take effect.
a force majeure is defined as any situation where sellers have obligations or any part thereof can not
comply due to circumstances beyond the control of the seller and what circumstances or because
of the law, a seller's warranty or the traffic views can be attributed to the seller.
b. In case of force majeure, Seller and Buyer shall immediately inform the seller is entitled to his choice, the
agreement to suspend, terminate or written, without the buyer any right to them
c. In any case, but not limited to the following circumstances as force majeure;
- Natural disasters;
- Diseases of epidemic character;
Wars, international or national armed conflicts and preparations for this purpose;
Measures of domestic, foreign or supranational authorities, including but not limited to,
decisions relating to import quotas;
-Cessation of the supply of necessary parts, materials, commodities, and / or supplies;
-Blockage or obstruction of transport routes, where traffic-included;
- Strike or labor unrest;
- Loss of services by utilities.
d. In case of suspension of the agreement by the seller because of temporary force majeure, the buyer has no right
termination of the contract or to request the contract as dissolved, nor afterwards
the performance of the seller or the seller to refuse to pay.
e. In the event of termination of contract by the seller, the agreement without judicial
intervention is required, shall be legally dissolved. Any forward-installments paid by seller will
refunded to the purchaser.
Installation and commissioning
a All assembly, installation and setup work hereinafter "assembly" as well as commissioning work
hereinafter called "commissioning" for risk and expense of the buyer, unless expressly
b. It also applies under a certain disassembly and repair work process.
c. The activities mentioned in this article is Article 13 shall apply mutatis mutandis.
A. Subject to the following provisions seller guarantees the soundness and quality of the
he has delivered - new - business for six months after delivery and in the sense that he or parts
materials which during that time, under inadequate structures, a defect may occur,
extent that these cases are in the Netherlands, free of charge, will replace or refund the then calculated price
at its discretion. If the seller of the cases, a manufacturer or third party has bought only the
warranty of the manufacturer or appropriate third parties. This will advance by seller to buyer
handed over or at the request of the buyer to be sent to him.
b. The buyer is obliged, on pain of forfeiture of the warranty obligations of the Seller, a noted lack
Immediately after the discovery by registered mail to the attention of the vendor to bring. Purchaser is obliged
defective part to preserve and where sellers so requests, the relevant part freight paid to the seller
return. Goods or parts thereof, pursuant to a repair order to be replaced,
therefore the property of the seller.
c. The warranty obligations of the seller expires if copper, respectively. its staff or equivalent
third, the business is inconsistent with the designations and regulations, or otherwise improper or careless
have treated the goods if the buyer other than the normal business for which the goods are
intended or if the buyer has used without written permission of seller repairs or alterations
by anyone other than seller-contractor.
d. Seller's warranty obligation is void if buyer fails to meet its payment obligations. Buyer
no right to refuse payment on the ground that seller guarantee or obligation is still not fully met.
e. In the event Seller fails to fulfill its guarantee obligation, his liability is limited to the cost of repair or
replacement by third parties, but only after buyer seller in writing and has given him a reasonable
period within which seller still has to be able to satisfy its warranty obligation.
With respect to a seller is liable only goods delivered subject to the following.
1. In the case by the seller guarantee is provided by the latter guarantee, insofar
This arises from the guarantee;
2. For fault or negligence of directors of the seller or subordinates and for the organization and / or gross
debt of other subordinates accept liability where this seller to buyer causes harm;
3. Liability of seller will be lifted in the case of force majeure on its side, in which case the seller
because of permanent or factual impossibility of fulfilling the law, the agreement in whole or in part
4. The seller's liability is limited to an amount corresponding to the invoice amount where the
liability covers lost profits and / or stagnation damage;
5. The seller's liability is always limited to an amount corresponding to 100% of the
6. In case of partial deliveries and partial invoices, then the calculation of the limitation of
liable to be based on the part invoice relating to a supply from which the
responsibility for results.
b. If the seller fails to meet its delivery obligations and that no payment attributable to him is
seller is liable for the resulting damages, which liability is limited to an amount
corresponding to the height of 100% of the invoiced amount, which will result if, or delivery
invoice would have been sent.
c. The a and b such damage is also only recoverable if, within twelve (12)
months after the termination of the execution of the (partial) agreement, which the damage closely
linked, was born and within fourteen (14) calendar days after discovery is reported in writing to the seller.
d. Any legal claims for damage for which compensation is eligible, must within twelve
(12) months after discovery of damage to be submitted.
e. If the seller is sued for damages by a third party, including the staff
of copper, has suffered in connection with goods or services which are supplied by the seller or have been carried out
seller, the buyer expressly held harmless against such claim.
f. In the preceding paragraphs shall also apply for the (legal) persons who belong to the group
which also forms part seller and seller to assist person in the execution of the agreement.
Buyer and seller assistance towards further person who belongs to the group which includes vendor part
part, together not entitled to more compensation than he one of them could claim up.
g. Seller is not liable for the consequences of safety provisions in respect of
machines supplied and / or components, which by the buyer in the state bought into use or
used as a substitute.
Dissolution by seller
If a buyer does not, not properly or timely fulfill any obligation imposed on him from this or any other
agreement with him arises, he shall be deemed to be legally in default. In that case the seller
at his option be entitled, without notice or judicial intervention agreement in writing
or terminate its obligations under the agreement with the buyer to suspend, without the seller to any
indemnity, guarantee or otherwise bound.
b. When copper in a state of bankruptcy, moratorium has obtained, or in any
otherwise incapable hit financial and / or other obligations, he is considered legally
in default and the seller has the right, without notice or judicial intervention agreement
immediately in writing to terminate.
c. In a case referred to in the preceding paragraphs, the vendor still be entitled to demand immediate full payment
of which purchaser under the agreement has become, copper is also required to make
seller for his loss, which is partly including loss of profit, interest and costs.
d. In the preceding paragraphs do not affect the other rights of Seller in respect of attributable
deficiency of copper elsewhere in these conditions determined.
If agreed in a partial deliveries and to charge, any part, not the
opposite from any determination result, as a separate agreement is regarded, in particular as regards the
provisions regarding payment and warranty.
Applicable law and competent court
All a seller contracts to Dutch law.
b. Disputes between seller and buyer or as a result of an agreement between them
may arise will be settled by the ordinary courts of the mounting location of the seller. This prevents
parties may by mutual agreement the dispute to an arbitrator issues, which in this case
be appointed in accordance with the rules given in the Statute of the Court of Arbitration for Metal Industry
and Trade in The Hague and which, in accordance with the Statute of the Council, judgment will do.