Article 1. General
These general conditions apply to the construction, the contents and the observance of all contracts entered into between the purchaser and Wecovi BV and Wecovi UK. The general conditions drawn up by the purchaser shall apply only in case of explicit agreement in writing that they shall govern the contract agreed between parties, but to the exclusion of the general conditions herein contained.
Article 2. Quotations and tenders
1. The mere issue of prices, whether or not in the form of a quotation, budget, estimate or similar will not of itself oblige Wecovi to enter into a contract with the purchaser.
2. All Wecovi quotations are issued free of obligation and may only be accepted in unaltered form. Any quotation not accepted within a period of 1 month is deemed to have been rejected. Wecovi reserves the right at all times to determine that any products or goods called for will be supplied in specific minimum quantities only.
Article 3. Cancellation
The purchaser has the right to cancel a contract prior to Wecovi's commencement of work on the contract, provided always that: compensation is paid to Wecovi for any damages. Such damages to include losses suffered by Wecovi as well as loss of profit and particularly costs incurred by Wecovi in the course of preparations such as reserved production capacity, bought in materials, contracted services and storage charges.
Article 4. Prices
1. Unless otherwise agreed prices quoted by Wecovi are inclusive of import duties, excise duties and taxes, but exclusive of VAT and any other government imposed charges and any other costs chargeable in respect of these conditions.
2. Increases in cost components, including import duties, taxes or other (government) levies as well as price increases prescribed or permitted by government may be passed on by Wecovi even after the date of the written order confirmation or the acceptance of the contract.
3. Wecovi reserves the right to invoice the purchaser separately for administration costs and/or transport/storage charges and/or fuel surcharges, regardless whether or not such charges arise after the contract has become binding, the purchaser being under obligation to accept these charges.
4. In the absence of an agreed price between parties, but the existence of one or more identical or similar transactions between parties during the preceding year, the price will be arrived at on the basis of the previous production methods and previous calculations.
Article 5. Payment
1. Unless agreed otherwise the purchaser is under obligation to pay the moneys due under the contract within 14 days from the date of invoice, without entitlement to discount, balancing payments or postponement. In case of overdue payment the purchaser is considered in default without the necessity of a default declaration by Wecovi.
2. At all times and irrespective of the agreed payment conditions, the purchaser is under obligation, if so requested by Wecovi, to put up a surety covering the value of all amounts due to Wecovi under the contract. The surety made available must be of a sufficient size to provide adequate cover for the claim and any interest and costs accrued, enabling Wecovi to recover any moneys due without difficulty.
3. Failure to settle in accordance with the provision under clause 1 of this article places the purchaser in legal default and obliges him to pay to Wecovi an interest rate of 1,5 % of the outstanding amount per month, calculated from the date of the corresponding invoice.
4. In case of non-payment as described in clause 1 of this article the purchaser, apart from the outstanding amount and the accrued contractual and statutory interest, shall be responsible for full re-imbursement of all commercial and legal debt recovery costs, including charges levied by solicitors, bailiffs, and debt recovery agencies. The extrajudicial costs are set at a minimum of 15% of the amount due with a minimum amount of 150 Euros.
5. In cases where the Wecovi invoice is not denominated in Euros Wecovi is entitled to request settlement in Euros, using the conversion rate applicable on the date of entering the contract, or at Wecovi's discretion, on the date of issue of the invoice.
Article 6. Supply conditions and retention of title
1. The purchaser is duty bound to offer full co-operation to the supply process of the contracted goods. The purchaser shall be deemed to be in non-compliance if he fails to collect the goods following first notification of readiness, or if delivery to his premises has been called for, he fails to take delivery of the goods.
2. Each delivery of goods by Wecovi to the purchaser is subject to a retention of title until such time that the purchaser shall have met all the obligations under the contract of sale, including any interest and costs.
3. All transport costs shall be for the account of the purchaser unless a carriage paid supply has been agreed. All transport risks are borne by the purchaser. Acceptance of goods supplied by Wecovi by the transport company acts as proof that the goods appeared in good outwardly condition unless stated otherwise in the consignment note or goods receipt. Wecovi is not responsible for storage of contracted goods unless explicitly agreed. Any storage arrangements are for the account and risk of the purchaser.
Article 7. Delivery times
1. Delivery dates quoted by Wecovi, unless given explicitly as a final delivery date in writing, must be treated as indicative only and do not take effect until Wecovi has acknowledged the order in writing. In case of exceeding an agreed delivery deadline Wecovi shall be held in non-compliance only following a formal default declaration by the purchaser.
2. Wecovi's adherence requirement to an agreed completion deadline is waived if the purchaser requires a change to the specification of the supply, unless the nature of the modification is so slight that it does not have a noticeable effect on Wecovi's production planning.
3. During the execution of the contract the purchaser is under obligation to carry out all necessary actions to facilitate timely completion by Wecovi, particularly by supplying speedy answers to information requests and by ensuring that constituent materials of his own supply are free of defects.
4. Delivery dates are liable to delay in the event of non-compliance by the purchaser with the provisions in this article and also if the purchaser has failed to pay for previously made supplies or has failed to make any downpayments due under the present contract. In such cases Wecovi is entitled, without prejudice to its legal rights, to postpone its commitments under the contract until such time that the purchaser shall have met his obligations. Subsequently Wecovi will fulfil the contract within a reasonable period.
5. Delivery dates will also be postponed in case of force majeure affecting Wecovi and/or Wecovi's suppliers. In that event Wecovi is entitled to extend the delivery for the duration of the force majeure, alternatively to request cancellation of the contract by notification to the purchaser in writing, without the obligation of any compensation towards the purchaser. Force majeure is applicable in case of: impediment due to war, threat of war, civil war, riots, government action, delay in the supply of raw materials, ancillary materials, commercial materials, packaging materials, fire, floods, frost, transport problems and any other industrial disruptions such as strikes, factory occupation or similar actions, shortages of labour force or widespread personnel illness. Force majeure also includes all circumstances beyond Wecovi's control, which could reasonably be deemed to prevent the timely completion of the contract, regardless of whether these circumstances could have been foreseen at the time of entering the contract.
Article 8. Delivery and risk
The goods are deemed to have been delivered the moment when they have been put freely at the disposal of the purchaser and when the usual documents have been received by Wecovi. From the moment that the goods are freely at the disposal of the purchaser and/or are made available at the site or premises of the purchaser, the risk of part or total loss, damage, theft etc. of the goods passes to the purchaser.
Article 9. Claims
1. Following delivery the purchaser is obliged to carry out a check to verify if Wecovi has honoured the contract satisfactorily and he must notify Wecovi in writing, without delay, if this is not the case. The purchaser must carry out this check and issue the notice no later than within 14 days from the date of delivery.
2. On expiry of the term mentioned in clause 1 Wecovi is no longer obliged to accept any such claims and the purchaser is deemed to have accepted and approved the supply.
3. Wecovi reserves the right at all times to substitute acceptable supply for an earlier unacceptable supply unless it is clear that the inadequacy cannot be remedied.
4. Parties accept the execution of the contract as proper in the event of the purchaser failing to conduct a timely check or failing to issue the notice described in clause 1 of this article.
5. If the 14 day term referred to in clause one of this article is considered, in all reasonableness, to be unacceptably short, despite conscientious and alert attention by the purchaser, then this period may be extended to the first opportunity at which the inspection and the notification to Wecovi can be reasonably made.
6. Wecovi's performance shall in any event be acceptable as adequate between parties if the purchaser has caused the supply or part of the supply to be used, to be processed, to be passed on to third parties for use or processing, unless the purchaser has complied with the provision under clause 1 of this article.
7. On acceptance of a claim by Wecovi the goods must be returned to Wecovi who has the option of making a compensation payment in money not exceeding the value of the supplied goods, or making a substitute supply. Any other form of compensation is expressly ruled out.
Article 10. Ownership of means of production
All materials manufactured by Wecovi such as means of production, semi-manufactureds and ancillaries shall remain in the ownership of Wecovi, even if such materials are mentioned as a separate entity in a quotation or in the invoice. Wecovi is not under obligation to surrender such materials to the purchaser. Nor is Wecovi obliged to store such items on behalf of the purchaser.
Article 11. Liability
1. The purchaser is obliged to trade all goods that form part of the Wecovi supply in the original Wecovi retail packaging without effecting any changes or modifications. The purchaser is not permitted to use or trade in any of the Wecovi packaging materials other than those containing the original content as supplied to the purchaser. Any trespass of this condition will involve the purchaser in a fine of e 2000 per offence, payable immediately, in addition to the obligation of reimbursing Wecovi for all consequential damages.
2. Wecovi's liability arising from contracts with purchasers is limited to a sum of money reasonably in keeping with the agreed price.
3. Wecovi rejects responsibility for any damages that arise after delivery of the goods as a result of use or processing by the purchaser or due to the goods having been passed on to third parties for use or processing.
4. Wecovi, furthermore, is not liable for damages in the form of loss of turnover or loss of goodwill to the business or the profession of the purchaser.
5. Wecovi will in no circumstances accept liability towards the purchaser in respect of any third party claims and in respect of costs, damages and liabilities arising from actions or neglect by persons in Wecovi's employ or incurred by goods which are the property of Wecovi or which are in use at Wecovi premises or transported or sold by Wecovi and the purchaser must indemnify Wecovi against any and all such claims.
Article 12. Nullification
In the event of force majeure, as above described, Wecovi reserves the right of cancelling the contract. Moreover, in case of bankruptcy or debtor's moratorium of the purchaser or if the purchaser fails to meet his obligations towards Wecovi, the purchaser shall be held in legal default, giving Wecovi the right of nullifying the contract by notification to the purchaser in writing.
Article 13. Applicable law and competent court
Where Wecovi BV of Zwolle, the Netherlands, is the contractor or has issued quotations, any subsequent contracts and related matters, including disputes, shall at all times be subject to Dutch commercial law and in all such cases any disputes and claims arising from such contracts shall be submitted exclusively to the Court based in Zwolle.
