Supply conditions PEO B.V.
1.1 Definitions:
– ‘Conditions’ : the General Terms and Conditions in question;
– ‘Supplier’ : PEO B.V.;
– ‘Other Party’ : anyone who enters into an agreement with the Supplier or who consults the Supplier about entering an agreement.
1.2. Except when explicitly notified the Conditions are of application on all agreements made by the Supplier. Departures from these Conditions will only be of force if agreed by in writing.
2. Each offer or quotation made by or on behalf of the Supplier is made without obligation and does not bind the Supplier except when and for so far as the Supplier has explicitly stated otherwise in writing or when the parties might have agreed otherwise in writing.
3.1. Except when and for so far as it has otherwise been agreed in writing, deliveries are made on a carriage paid basis enterprise (or domicile) or to another place specified timely.
3.2.Any shortages, defects and damage must be reported in writing, directly to the Supplier within 24 hours of the delivery and if nothing is reported then the goods will be regarded as having been delivered in good condition, complete and without damage.
3.3. The Supplier is entitled to make partial deliveries, which can be invoiced separately.
3.4. The Supplier is obliged to observe the specified delivery time or delivery period as much as possible, yet will never be liable if they are exceeded and when they are exceeded the Supplier is not obliged to provide any compensation for damages and does not give the Other Party the right to terminate or to dissolve the agreement or to refuse to purchase goods. In cases where a delivery time or term is exceeded excessively the parties must consult with each other.
4. If and for so long as the Other Party has not satisfied his obligations towards the Supplier then the Supplier has the right to retain all goods in his possession which have come from the Other Party or have come on behalf of the Other Party, no matter the origin or reason.
5.1. Except when and in as far as something else might otherwise ensue from the provisions of imperative law concerning (product) liability, the Supplier is not obliged to compensate for damage, of whatever nature.
5.2. Any liability on the part of the Supplier is at all times limited to directly caused damage and is at all times limited to the amount, in each case, made good by the liability insurer of the Supplier and is at all times limited to the net amount invoiced for the task or circumstance in question.
5.3. Without prejudice to the provisions otherwise specified in this Clause, every claim for damages lapses one year after the damage has manifested itself or has been discovered or has been recognized or reasonably could have been expected to have been discovered or recognized, and, in all cases, three years after delivery.
6.1. Any claims can only be handled if they are received in writing by the Supplier within eight (8) days of the delivery. For hidden faults, claims are only possible within the guarantee period.
6.2. Contrary to the provisions in Clause 6.1 any claims with regard to goods for which a testing or inspection takes place must be made immediately on the date of testing or inspection and at the place where this testing or inspection occurs and, after that, confirmed at once to the Supplier in writing.
6.3. If within the applicable time period no claim is made or no claim is made in the required manner then the delivery will be considered as completely satisfying the agreement and to be unconditionally accepted and approved by the Other Party; an invoice against which no claim has been lodged in the required manner within the period of eight days will be regarded as having been unconditionally accepted and approved.
7.1. All the goods supplied by or on behalf of the Supplier remain the property of the Supplier until the moment that the debt owed by the Other Party to the Supplier has been settled in full.
7.2. For so long as the ownership of the goods supplied by or on behalf of the Supplier remains, according to the provisions in Clause 7.1, with the Supplier, the Other Party is obliged to hold these goods separately from other goods in such a way that they can easily and clearly be identified as the goods of the Supplier.
8.1. Unless agreed otherwise payment, net cash, must be made on delivery or within fourteen (14) days of the invoice date via a deposit or funds transfer into the bank or giro account indicated by the Supplier.
8.2. If the Supplier does not receive a payment due from the Other Party on time then, beginning from the day on which the payment should have been made, the Other Party will automatically be charged interest at a rate of one and a half (1½ %) per month, without prejudice to any further rights the Supplier has; when calculating the interest owed, months started but not completed will count as whole months. This so-called delay interest rate of 1½ % per month is a minimum rate and if this rate, when calculated on a yearly basis, is at any time less than 5% more than the officially applicable interest rate in The Netherlands then it will be automatically increased, so that, on a yearly basis, it is 5% higher than the official interest rate.
8.3. All the legal and extra-judicial costs incurred by the Supplier are to be borne by the Other Party. The extra-judicial collection costs amount to 15% of the amount to which the Other Party is indebted inclusive of any interest due, without prejudice to the right of the Supplier to claim damages from the Other Party for the actual collection costs made if these are more then the 15% specified.
9. The Dutch Law is applicable to all offers, agreements, deliveries and services produced or brought out, entered into, performed or executed by or on behalf of the Supplier. All disputes to which these Conditions are applicable will be settled by the District Court of Amsterdam.
