GENERAL CONDITIONS OF THE DECIDED LIMITED PARTNERSHIP
DUTCH WEIGHING COMPANY B.V., ESTABLISHED AND BASED IN KAATSHEUVEL, REGISTERED
IN THE TRADE REGISTER AT THE CHAMBER OF COMMERCE UNDER NUMBER 66842042
A. GENERAL
ARTICLE I APPLICABILITY AND DEFINITIONS
1. 2. 3. 4. 5. These General Terms and Conditions apply to all our offers and all agreements.
They are particularly applicable to all our purchases and to all our sales and deliveries of goods, as well as to
developing and/or making available custom-made or standard software in the broadest sense of the term
word.
These conditions apply to all our services, including the advice and information provided.
males.
In these General Terms and Conditions, the following terms are understood:
• the other party: the natural person or legal entity who, in accordance with paragraph 1 of Dutch Weighing Company
B.V. receives offers or enters into agreements with Dutch Weighing Company B.V.;
• direct damage: property damage as well as death and injury of the deceased/injured person (and their dependants)
heirs);
• indirect damage: all damage that is not covered by the definition of direct damage, such as lost sales or
lost profit.
We aim to make these General Terms and Conditions available to you before or at the conclusion of our agreements with the we-
The party is available for download free of charge at
www.dutchweighingcompany.com. However, if assignment has not taken place or reasonably should not have taken place
It is possible that the other party may request access to the data from Dutch Weighing Company B.V. or contact the
The Chamber of Commerce where these terms and conditions have been filed. At the first request of the other party,
The General Terms and Conditions are sent free of charge.
In the event that one or more provisions of these terms and conditions prove to be invalid or are annulled,
This shall not affect the legal force of the other provisions.
The address provided by the other party before or at the conclusion of the agreement may be used by Dutch Weighing
Company B.V. shall, as such, be responsible for making statements and/or communications to the other party.
used until the other party, Dutch Weighing Company B.V., has provided written notice of its new address.
Share.
ARTICLE II GENERAL CONDITIONS OF THE OTHER PARTIES AND DISCREPANT AGREEMENTS
1. 2. The general terms and conditions of delivery, payment and purchase of the other party do not apply to ours.
offers and agreements concluded with Dutch Weighing Company B.V.
Agreements between Dutch Weighing Company B.V. and the other party that deviate from our General Terms and Conditions
Conditions only apply if we have confirmed these agreements in writing.
B. SALES TERMS
ARTICLE III OFFERS, CONTRACTS AND PRICES
1. 2. 3. 4. All offers are always non-binding. If an offer is accepted by the other party, we have the right to
the right to cancel the offer within five working days after receipt of the acceptance.
The information and attachments provided by Dutch Weighing Company B.V. are informative and provide
only a general overview.
If a sample or model has been shown or provided to the other party before or at the time of the offer, this shall be understood to be without prejudice to the other provisions of this contract.
This tends to happen by way of indication without the things needing to correspond to it.
We reserve all intellectual and industrial property rights on the software provided with the offer.
and firmware, designs, models, images, drawings, schematics and other documentation. All of these matters
remain our property and may not be used without our express written permission, either in whole or in part,
are partially copied, shown or made available to any third party, nor in any other way
are used in traffic with third parties. If and where necessary, the other party will cooperate in the
establishment of relevant rights for the benefit of Dutch Weighing Company B.V.
If our offer does not lead to an agreement with the other party, all goods and other documents will be returned to us.
tatie as referred to in the previous paragraph, by the other party to be invoiced franco to Dutch Weighing Company B.V.
returned.
The prices applicable on the day of delivery will be charged. If after the offer or the conclusion of the contract, the price changes, the new price will be charged.
ming the agreement one or more cost-determining factors, on which our prices are based, by
Whatever circumstances may change, we are entitled to offer or agree to the offered
to increase prices accordingly, without this giving the other party the right to obtain full or partial
termination of the agreement.
The prices quoted are valid ex warehouse and excluding packaging, unless otherwise stated in the offer.
All prices are always exclusive of VAT, unless otherwise stated in the offer.
All orders or instructions, whether received from representatives, intermediaries or employees, are binding on Dutch.
Weighing Company B.V. first if they have been confirmed in writing by us.
Article 6: of agreements concluded by Dutch Weighing Company B.V. with the other party
Article 227b, paragraph 1 of the Dutch Civil Code does not apply, unless it concerns an agreement between Dutch Weighing Company B.V. and
a consumer.
ARTICLE IV DELIVERY TIME, DELIVERY AND RISK
1. 2. 3. 4. 5. 6. The stated delivery times are an indication and shall never be considered a fatal deadline, unless
expressly agreed otherwise in writing.
Except for intent or deliberate recklessness on the part of the management or of subordinate executives of Dutch
Weighing Company B.V. can not claim damages from the other party for a delay in delivery of up to 30 days.
make a claim for damages and/or termination of the agreement.
If the delivery time is exceeded by more than 30 days, the other party must notify Dutch Weighing Company
B.V. must be given written notice of default. In this notice of default, the other party must notify Dutch Weighing Company B.V.
to grant a reasonable period of time for compliance.
The delivery period begins on the day on which the other party of Dutch Weighing Company B.V. submits a written
confirmation of the creation of the agreement has been received, however not earlier than after by the
the other party has complied with all possible special conditions related to the execution of the agreement;
the arrival of which must first be arranged by the other party.
We are authorized to perform in parts.
Orders of parts thereof that cannot be delivered immediately are noted for delivery; the
The other party shall be notified in writing by Dutch Weighing Company B.V. thereof.
The risk of damage, loss or destruction of the goods to be delivered shall be borne by the other party.
as soon as these items have left our warehouse, even if franco delivery has been agreed upon.
If the other party does not, does not timely, or does not fully comply with the instructions given to Dutch Weighing Company B.V.
If purchased goods are being returned, we are entitled to store them at the expense and risk of the other party.
Demand payment as if the delivery had taken place.
ARTICLE V ON FORCE MAJURE
1. 2. A failure to comply with the agreement by Dutch Weighing Company B.V. may be the responsibility of Dutch
Weighing Company B.V. shall not be held liable, among other things, if the causes of this shortcoming cannot be attributed to it.
The causes are due to our fault or fall outside our risk sphere. Causes as referred to in the previous sentence are among them.
other war, danger of war, civil war, riot, molestation, fire, water damage, flooding, work stoppage, be-
traffic congestion, exclusion, barriers to entry and exit, government measures, machine malfunctions, breakdowns
in the supply of gas, water and electricity and the stagnation or interruption of supplies from third parties of whom
we must involve raw materials, materials or components for the execution of the agreement.
In the event of an attributable failure to comply with the agreement by the other party, we are
be entitled to terminate the agreement in whole or in part.
ARTICLE VI EXCLUSION AND LIMITATION OF LIABILITY
1. 2. 3. 4. 5. 6. For all direct damage caused by the other party to Dutch Weighing Company B.V., including:
Any failure to comply with the agreement is the responsibility of Dutch Weighing.
Company B.V., except in cases of intent or wilful recklessness on the part of the management or executives
subordinates, limited to the agreed price.
For all indirect damage, we are liable, except in the event of intent or wilful recklessness on the part of the management or of
Manager subordinates owe, are not liable.
We exclude liability for damage caused by the assistance of personnel whom we have engaged.
on their own initiative or by appointment or instructions from the other party during the execution of the agreement
operate.
We exclude liability for damage that has arisen as a result of the execution of the agreement.
of used items that are owned by Dutch Weighing Company B.V. itself, by third parties or by the other party for the purpose of
decisions have been issued and those have been found to be unsuitable for the execution of the agreement.
All matters, such as raw materials, materials or semi-finished products, that are provided by the other party for the performance of the
If agreements are made available, they will not be insured by Dutch Weighing Company B.V. The
The other party is obliged to insure and maintain these items themselves for the duration that they are under Dutch jurisdiction.
Weighing Company B.V. rests.
The matters mentioned in paragraph 5 remain at the risk of the other party. The other party is liable to Dutch Weighing
Company B.V. is liable for all damage that occurs as a result of (the use of) these items.
ARTICLE VII GUARANTEE
1. 2. 3. 4. 5. 6. 7. Without prejudice to Article VIII (Advertising), and unless otherwise stated in the offer, the following applies:
Goods sold and delivered with a factory or wholesale guarantee are only those stated by these suppliers.
warranty provisions.
In all cases where no special guarantee as mentioned in paragraph 1 exists, the other party must comply with Dutch regulations.
To claim against Weighing Company B.V. under Article VIII.
Without prejudice to the provisions of Article VIII (Advertising), all goods sold and delivered by us shall be subject to the following conditions:
No factory, importer or wholesale guarantee applies as described in paragraph 1, a 3-year warranty
months, calculated from the day of delivery. Under this warranty, we are only liable for the
replacement of the delivered goods or reimbursement of the net invoice value, at our discretion.
Items that need to be replaced under this guarantee must be returned to us, postage paid.
The travel hours (including travel and accommodation costs), transport and warehouse costs associated with this guarantee
will always remain at the expense of the other party.
The warranty does not apply if:
a. and as long as the other party is in default;
b. the items have been exposed to abnormal conditions, or have been handled carelessly or incorrectly
treated;
c. the items have been stored for longer than usual and it is likely that this has resulted in a loss of quality
performed;
d. we are not given the opportunity within 10 days of discovering a defect to remedy it
investigations;
e. the deadline mentioned in paragraph 3 has expired.
We do not warrant or guarantee and are under no obligation to guarantee that the information provided by the
the goods purchased from us by the other party are suitable for the purpose for which the other party intends to use them,
process, use or make use of.
Dutch Weighing Company B.V. reserves the right to discontinue the availability of the product during maintenance.
temporarily suspended. All risks and costs are borne by the other party in this context.
ARTICLE VIII ADVERTISING
1. 2. 3. 4. The other party has the express duty to immediately, if possible within 24 hours of delivery, and if this is not possible, at the latest
within 8 days of the delivery of the goods to investigate whether the delivered goods comply with the agreement
answer.
The other party must notify Dutch Weighing Company B.V. immediately after discovery, but no later than within 8 days
Upon delivery, to notify in writing of any
deficiencies on our part, in the absence of which the other party may invoke the claim that the delivered goods do not meet the
Dutch Weighing Company B.V. is no longer able to enforce agreements.
Any issues that do not meet the agreement must be reported within 14 days of delivery, stating the reason for the complaint.
The packing slip or invoice number franco must be returned to Dutch Weighing Company B.V.; otherwise
of this mention, the administrative costs that we have to incur with the other party will be charged.
brought.
Only items in pristine condition and in the original (factory) packaging, not bearing any marks of use.
data originating from the other party, such as advertising, trade name, brand, prices and other notes, may
to be eligible for credit. Credit is granted exclusively via a credit note. The value of the
Refunds are first credited after the other party receives the credit note and only up to the amount
from the credit note.
ARTICLE IX PAYMENT CONDITIONS
1. 2. 3. 4. 5. 6. 7. 8. Payment for the goods supplied by Dutch Weighing Company B.V. must be made within 30
days after the invoice date, unless otherwise agreed in writing. Payment must be made in
The Netherlands, and in one of the following ways: either in cash at the office address of our company,
either in a bank account held by us with a bank (branch of a bank) based in the Netherlands.
The other party cannot rely on set-off against Dutch Weighing Company B.V.
After the expiry of the period mentioned in paragraph 1, the invoice amount is immediately due. The other party is
In that case, without a notice of default being required, they are in default by default.
After the expiry of the period mentioned in paragraph 1, we are entitled to charge interest on the
the unpaid amount of 1.5% per month from the day the other party becomes in default until the day of payment of the full amount.
Overall satisfaction.
Payments made by the other party always serve to reimburse all costs due, subsequently
of the interest and then of outstanding invoices that have been open the longest, even if the other party states that
The satisfaction relates to a later invoice.
If the other party has failed to comply with the timely payment obligations, such as
as described in paragraph 1, the other party is obliged to pay all costs incurred by Dutch Weighing Company B.V. in the
to bear the costs of litigation, procedural costs and costs of legal assistance and to fully
payment. These costs also include other and/or higher costs than those that may be calculated under the law.
legal costs. In the event of Dutch Weighing Company B.V. applying for the bankruptcy of the
The other party will also be liable, in addition to the costs mentioned above, for the costs of
to file for bankruptcy.
Without prejudice to paragraph 3, in the event of bankruptcy (application for bankruptcy), (application for)
suspension of payment, liquidation or bankruptcy of the company of the other party or under administration of the
the other party, without a notice of default being required, is in default by operation of law. The previous sentence is of
corresponding application if the other party does not, does not properly or does not timely fulfill its obligations under
comply with the agreements concluded with Dutch Weighing Company B.V.
In the cases referred to in the previous paragraph, we have the right, at our discretion, to proceed without judicial intervention.
either suspend the execution of the agreement, or completely or partially terminate the agreement
means of terminating a written declaration, without prejudice to our right to claim full compensation.
damages.
ARTICLE X GUARANTEE STATEMENT
1. 2. If we have good reason to fear that the other party will not fulfill its obligations under the agreement
If we are unable to fulfill our obligations under the agreement, we are entitled to do so before or during the execution of the agreement.
to suspend obligations until the other party requests and to the satisfaction of Dutch Weighing Company
B.V. has ensured the fulfilment of all its obligations under the agreement.
This provision also applies if credit has been agreed upon or delivered to our account.
After the deadline set by Dutch Weighing Company B.V. for securing the security has expired, the
the other party is in default and we can terminate the agreement without judicial intervention
terminate the agreement by means of a written declaration, without prejudice to our right to full compensation for damages.
ARTICLE XI PROPERTY RESERVATION
1. The goods supplied by Dutch Weighing Company B.V. remain our property until the other party has paid all
The following obligations under all agreements concluded with Dutch Weighing Company B.V. have been fulfilled:
– the consideration(s) in relation to the goods delivered or to be delivered;
– the consideration(s) in relation to services performed by Dutch Weighing Company B.V. under the agreement
or services to be provided;
– any claims for non-performance by the other party of (one or more) obligations with Dutch Weighing Company B.V.
closed agreement(s). All intellectual and industrial property rights remain the property of
from Dutch Weighing Company B.V.
2. Goods supplied by Dutch Weighing Company B.V. that are subject to retention of title under paragraph 1,
may only be resold within the framework of normal business operations. The other party is not
be entitled to pledge the goods delivered or to establish any other right in this respect.
3. On matters that have been transferred in ownership to the other party in accordance with paragraph 1 and that:
Since we are still under the other party’s control, we hereby reserve the right to claim ownership rights at that time.
referred to in Article 3:237 of the Dutch Civil Code for multiple security of claims that we owe to them for whatever reason whatsoever.
the other party may have or receive. This reservation of property rights also applies with respect to
Dutch Weighing Company B.V. supplied goods that have been modified or processed by the other party and which have caused us
The retention of title would expire.
4. If the other party fails to fulfill its obligations or if there is reasonable fear that it will fail to fulfill its obligations
if we fail to fulfill our obligations, we are entitled to demand the delivery of the goods referred to in paragraph 1.
The retention of title rests with the other party or with third parties who hold these items for the other party.
(to do) bring. The other party is obliged to provide all cooperation to this end, at the risk of immediate
payable fine of 10% per day of all amounts due to Dutch Weighing Company B.V. by her.
5. If third parties wish to establish or exercise any right over the goods delivered subject to retention of title,
The other party obliges Dutch Weighing Company B.V. to immediately notify it in writing.
6. The other party undertakes:
– insuring and keeping the goods delivered subject to retention of title against fire and other risks.
water damage and against theft and to have the policy of this insurance viewed by Dutch Weighing Company B.V.
give;
– all claims of the other party against insurers relating to the property in question
delivered goods pledged to Dutch Weighing Company B.V. at our first request as intended in
Article 3:239 of the Dutch Civil Code;
– the claims that the other party obtains against its customers when reselling the goods under
ownership reservation by Dutch Weighing Company B.V. of goods delivered upon our first request
Dutch Weighing Company B.V. to be attached as referred to in Article 3:239 of the Dutch Civil Code;
– marking the items delivered under retention of title as our property;
ARTICLE XII RETENTION RIGHT
1. 2. We are authorized to return the items or other goods that we have from the other party or that we will receive from them.
to be held until all that belongs to Dutch Weighing Company B.V. under the concluded agreement
by the other party will be fully satisfied.
The risk of the matters and other goods falling under this retention right remains with the other party.
ARTICLE XIII EXPULSION
Claims rights of the other party expire no later than one year after they arise.
ARTICLE XIV CONSUMER TRANSACTIONS
If the other party is a natural person who does not act in the exercise of a profession or business, the following applies:
provisions of these terms and conditions insofar as they fall within the scope of Article 6:236 B.W.
ARTICLE XV DISPUTES AND APPLICABLE LAW
1. 2. Dutch law applies to all our offers and agreements.
With regard to disputes that may have arisen between Dutch Weighing Company B.V. and the other party, the
The district court in ‘s-Hertogenbosch has exclusive jurisdiction to hear the case, with the exception of
disputes that the district court has initial jurisdiction to hear.
ARTICLE XVI CONSERVATION
1. 2. 3. The other party undertakes to provide all background information regarding Dutch Weighing Company B.V. that they possess to third parties.
Dutch Weighing Company B.V. for the purposes and within the framework of an agreement with Dutch Weighing
Company B.V. will acquire, as well as all that is included in an agreement with Dutch Weighing Company
B.V. to develop and/or developed foreground during as well as for the period of five years after the end of
to keep the agreement completely secret and not to use it for any other purpose than for its implementation
of the relevant agreement, with the exception of background and/or foreground that:
– already public at the time of receipt thereof or thereafter without the intervention of the
the other party or Dutch Weighing Company B.V. has become public,
– which must be made public under legal obligations,
– of those entitled to it have been obtained without secrecy.
The other party guarantees that its own directors, employees and those it engages to perform tasks for it will comply with the applicable laws and regulations.
the third parties involved fully comply with the confidentiality obligations referred to in paragraph 1 for the same period of time.
eight will take.
By background is meant: all information, data, know-how, knowledge, methods and techniques that
prior to the agreement being known to the other party. Foreground means: all information,
data, know-how, knowledge, methods, techniques and expertise that constitute the result of the work carried out within the framework of the project.
the goods and/or services provided under the agreement.
C. PURCHASE TERMS
ARTICLE XVII APPLICABILITY
The provisions in part C apply in addition to the other provisions in these General Terms and Conditions. The provisions in
Parts A and B are to be applied as far as possible in a compatible manner. In case of conflict, the provisions apply.
of part C above that of parts A and B.
ARTICLE XVIII OFFERS AND CONTRACTS
1. 2. 3. Unless explicitly stated otherwise in the offer, an offer by the other party is made to the other party
binding.
The prices quoted include VAT and are ex-works, including transport, packaging and/or packaging material.,
unless otherwise stated in the offer.
The agreement between Dutch Weighing Company B.V. and the other party is deemed concluded and is fully
proven by our order confirmation. If and insofar as our order confirmation differs from the
The offer of the other party must be accepted within 8 days of the date of the order confirmation.
to make known its objections in writing to Dutch Weighing Company B.V., failing which the
the agreement has been concluded.
ARTICLE XIX DELIVERY TIME AND DELIVERY
1. 2. 3. 4. The stated delivery times are binding for the other party, unless expressly agreed otherwise. The
The delivery time begins on the day on which a confirmation of the order from Dutch Weighing Company is received by the other party.
B.V. has been received.
The other party will deliver the goods at the place mentioned in the agreement. If there is no such place
If agreed, the delivery will be made at our warehouse.
The delivery is made franco at the place specified in paragraph 2.
The risk of damage, loss or destruction of the goods to be delivered first comes on Dutch Weighing
Company B.V. will deliver the goods as soon as they have been delivered to the place specified in paragraph 2. The goods will therefore travel to
the account and risk of the other party.
ARTICLE XX PROPERTY TRANSFERS
The ownership of the delivered goods transfers to Dutch Weighing Company B.V. immediately after it has been delivered in accordance with the terms of the contract.
The previous article in paragraph 2 specified its delivery.
ARTICLE XXI PAYMENT AND ACCOUNTING
1. 2. 3. 4. The invoices sent by the other party to Dutch Weighing Company B.V. must comply with the terms and conditions set out in the
legal requirements such as those stipulated in or pursuant to the Turnover Tax Act 1968. Invoices that
Those that do not meet these requirements will be returned and not paid for.
The other party is not entitled to increase the invoice with a so-called credit limit surcharge.
Unless expressly agreed otherwise, the goods delivered by the other party must be returned no later than 30 days.
paid upon receipt of the invoice by Dutch Weighing Company B.V. After the expiry of this period
The other party must be given notice of default by Dutch Weighing Company B.V. by registered letter. The other party
Dutch Weighing Company B.V. should provide a reasonable period of time for compliance in this letter.
We are authorized to offset the amounts due or to be claimed by us under the agreement.
amounts that the other party may claim or owe, whether by what means whatsoever.
ARTICLE XXII AMENDMENT OF GENERAL CONDITIONS
Dutch Weighing Company B.V. has the right to change these general terms and conditions at any time. The change takes effect 14
days after the message was drawn up, whereby Dutch Weighing Company B.V. notified the other party of the change in the
Dutch has made known its conditions. The amended conditions will apply thereafter between Dutch
Weighing Company B.V. and the other party have concluded agreements. Unless otherwise agreed in writing,
The new terms also apply to existing contracts, unless the other party objects within 14 days.
after entering into the amended terms as referred to above with Dutch Weighing Company B.V. in writing
has made known its intention to terminate the relevant agreement.
