B2B VDC-Europe Sales GTC
- APPLICATION OF VDC-EUROPE GENERAL TERMS AND CONDITIONS OF SALE
1.1 The present General Terms and Conditions of Sale (« GTC »), basis for sales negotiations, are applicable to all sales of Velleminfroy products by the Company IMC GROUP BV/VDC-Europe, a Dutch based company, registered in Tilburg under the KvK-No. 18088935 and hereafter referred to as (« VDC-Europe ») and reachable via the following e-mail address: email@example.com
VDC-Europe is the exclusive importer and first distributor of VELLEMINFROY products for Germany, The Netherlands and Poland.
1.2 When placing any order with VDC-Europe and unless agreed otherwise in writing, the buyer accepts these GTC without qualification and in their entirety to the exclusion of any other document, including brochures or catalogues issued by VDC-Europe as indicative only.
VDC-Europe GTC Include key Articles of the VELLEMINFROY GTC herein and after listed in the Appendix: Extract.
1.3 No special condition shall, unless expressly accepted in writing by VDC-Europe, prevail over the GTC. Any clause to the contrary proposed by the buyer shall not therefore, unless expressly agreed, be binding on VDC-Europe, irrespective of when the VDC-Europe knew of that clause.
1.4 The agreements/Contracts (the “Agreements/Contracts”) shall consist of:
(i) agreements signed by both-parties and/or the orders and their order acceptances agreed upon by both parties, including, as the case may be, any complementary specific and/or special conditions of sale; and (ii) these GTC.
- INDUSTRIAL PROPERTY
The industrial property is as specified in the enclosed VELLEMINFROY GTC of Sales parag. 2.
3.1 Orders placed directly to VDC-Europe shall not become final and binding until they are confirmed in writing by VDC-Europe during the first eight (8) days after receiving the order.
3.2 In the event of a discrepancy between the order and the order acceptance, the order acceptance shall prevail and determine the terms of the Agreement.
3.3 Any modification or cancellation of the order requested by the buyer shall be subject to VDC-Europe express agreement.
3.4 Any such request by the buyer may only be taken into consideration if it reaches by any written means VDC-Europe no later than three (3) days before shipment of the goods. After this period, the order will be deemed valid and will have to be paid by the buyer.
3.5 In case of a variation of more than twenty (20) % of the volume or components of the initial order, this request of the buyer shall be made by the said means no later than height (8) days before shipment of the goods.
3.6 Any variation requested by a buyer of an order for which VDC-Europe has already issued an acknowledgment slip shall
be subject to the express written consent of VDC-Europe, which may make subject its consent to a modification of the price and/or delivery terms.
3.7 Where VDC-Europe accepts such modification, the buyer shall send to VDC-Europe in writing all requested amendments to its original order, which amendments shall become effective upon acknowledgment of receipt by VDC-Europe.
4.1 Unless otherwise agreed in writing, all sales of products between the parties are deemed concluded CIP (Carriage and Insurance Paid -Incoterms 2010- to the agreed destination) as further specified in the order acceptance and / or the Agreement.
4.2 It is the buyer’s responsibility to take all necessary steps to ensure that his rights are safeguarded with respect to the carrier of the goods by making his reservations within the time periods and terms specified by the rules governing such matters.
5.1 If no price has been expressly agreed, the VDC-Europe’s current list price at the time of the acceptance of the order shall be applied (Conf. VDC-Europe Tariffs).
5.2 Without prejudice to the above-mentioned INCOTERMS, all prices are exclusive of all taxes, customs duties, levies and other charges whatsoever which shall be at the exclusive charge of the buyer.
5.3 All prices shall be invoiced and paid in Euros. Prices mentioned include standard packaging and factory inspection costs. If the buyer requests special packaging or specific conditions of inspection, an additional charge shall be applied correspondingly.
5.4 The VDC-Europe’s Velleminfroy price can provide that the price of certain products shall be set according to the quantity ordered or the delivery schedule agreed. Any request by the buyer for a variation in any quantity ordered, or any delivery schedule agreed, shall only become effective subject to the express written consent of VDC-Europe, which consent may be given subject to the acceptance by the buyer of a variation in price terms.
5.5 Where the buyer has supplied insufficient or incorrect information that affects the fulfilment of any order, then VDC-Europe shall have the right to suspend performance thereof.
- CONDITIONS OF PAYMENT
6.1 Except in the event of provisions to the contrary included in the Agreement or the order accepted by VDC-Europe, the price shall be payable according to the following terms:
6.1.1 Pre-payment of the first order: The buyer shall pay to VDC-Europe an amount equal to hundred percent (100%) of the price stated in the order against remittance by VDC-Europe of a proforma invoice
6.1.2 Down payment: the buyer shall pay to VDC-Europe an amount equal to fifty percent (50%) of the price stated in the order against remittance by VDC-Europe of a proforma invoice; the said down payment shall constitute a condition precedent to the coming into force of the Agreement arising from the accepted order and shall be paid by direct bank transfer to the bank nominated in writing by VDC-Europe.
6.1.3 Balance of the order price: depending on the credit risk check, payments shall be made, at VDC-Europe option, either through:
– direct bank transfer before the date of shipment, or
– direct bank transfer within thirty (30) days from the date of issuance by VDC-Europe of the relevant invoice, subject to the buyer providing VDC-Europe with a bank guarantee issued by a first class bank to guarantee the payment of the open credit.
6.2 The buyer cannot claim any dispute or breach of warranty in order to suspend payment for the products.
6.3 Should the buyer fail to honour the obligation of payment at the due date, without prejudice to any damages which may be claimed, VDC-Europe reserves the right to automatically cancel the sale within eight (8) days following notification to pay to the buyer by registered letter by recorded delivery.
6.4 Under the European Directive No. 2000/35/EC of June 29, 2000, penalties for delay are due automatically without formal notice and without prejudice to any damages from the day following the payment date indicated on the invoice should any sums be paid after such payment date. The interest rate will be equal to the rate applied by the European Central Bank to its most recent refinancing operation plus ten (10) percentage points.
6.5 Early payment/Pre-payment shall not result in the granting of any reduction in the price by VDC-Europe.
- TERMS – DELIVERY
7.1 Unless otherwise agreed in writing, the delivery dates shall be purely indicative. The buyer shall not be entitled to use any late delivery as a justification for cancelling the sale, rejecting the goods or claiming any compensation. VDC-Europe shall inform the buyer of any delay and of the likely date of delivery.
7.2 Except in the event of provisions to the contrary included in the order acceptance and/or the Agreement or otherwise agreed in writing, the delivery schedule shall be calculated from the last of the following dates:
– receipt by VDC-Europe of all the information and data necessary for the fulfilment of the order;
– in accordance with Section 6.1.1 and 6.1.2 above.
7.3 Prior to delivery, the products will be packaged or crated in accordance with VELLEMINFROY ‘s usual standards.
7.4 The products delivered in accordance with an order are definitively transferred/shipped and may not be either returned or exchanged except in the event of a provision to the contrary.
7.5 Should the delivery of the products or any part thereof be postponed either at buyer’s request or for any reason not attributable to VDC-Europe /Velleminfroy, Velleminfroy shall be entitled to store the products or any part thereof at buyer’s risks and expenses and to issue the corresponding invoice. The date of storage shall be deemed to be the date of delivery.
- IMPORT LICENSES
8.1 The buyer alone shall assume responsibility for all costs and administrative steps taken relating to the importation of any products purchased.
8.2 They shall be obtained or accomplished in due time by the buyer under his full responsibility. The buyer shall nevertheless inform VDC-Europe.
8.3 Buyer shall at its own expense obtain and maintain in force at all times during the term of the Agreement all approvals of the products as may be required by the due and competent authorities for the import and commercialisation of the products.
- RECEIPT – COMPLAINTS – WARRANTY
For all matters related to receipt-complaints and warranty, VDC-Europe relies on the specifications as per parag. 9 of the VELLEMINFROY GTC (Extract).
VDC-Europe shall be informed of any quality concerns/issues the buyer may have upon receipt of the products within 24 hours of delivery date. VDC-Europe will inform subsequently VELLEMINFROY warehouse from where the goods have been shipped.
- STORAGE – RETENTION OF TITLE – LIMITATION OF LIABILITY and FORCE MAJEURE
For the Storage, the Retention of Title, Limitation of Liability and Force Majeure, VDC-Europe will apply strictly the specifications regarding these matters as specified in the corresponding paragraphs in the EXTRACT from VELLEMNFROY GTC (parag 10 till 13).
- APPLICABLE LAW AND SETTLEMENT OF DISPUTES
11.1 The GTC and the Agreements shall be governed by and construed in accordance with the laws of The Netherlands, excluding its conflicts of law provisions. The application of the United Nations Convention on Contracts for the International Sales of Goods (1980) shall be expressly excluded.
11.2 The Commercial Court of Den Bosch (NL) shall have exclusive jurisdiction to resolve any and all disputes (including non-contractual and all matters of extra-contractual and/or tort liability, if any, arising out of or in relation with this Agreement) between the parties arising out of or in connection with the existence, validity, construction, performance and/or termination of the accepted order and/or the Agreement, which the parties are unable to settle amicably.
APPENDIX: EXTRACT from VELLEMINFROY GENERAL TERMS AND CONDITIONS
OF SALE 2019 (PROFESSIONALS)
Only relevant paragraphs have been extracted into this document.
The entire document could be delivered on request.
VDC-Europe does neither make modifications nor store the Velleminfroy products. The Velleminfroy although purchased via VDC-Europe, they are always delivered/shipped out of VELLEMINFROY warehouse located either in France or in one of these countries NL,D or PL.
- INDUSTRIAL PROPERTY
2.1 The specifications, technical and commercial bills of material, recommendation documents, test results, catalogues, brochures, manuals, models and designs are and shall remain the property of Velleminfroy. Consequently, the buyer shall refrain from divulging or duplicating them without the prior consent of Velleminfroy.
2.2 The products, together with their packaging, are sold under the brand name Velleminfroy to the exclusion of all other brand names except with Velleminfroy’s consent in writing.
2.3 The design and pattern of Velleminfroy’s bottles shall at all times be and remain its exclusive property.
- RECEIPT – COMPLAINTS – WARRANTY
9.1 VELLEMINFROY through Velleminfroy warrants that the quality of the products is exclusively consistent with the specifications drawn up by Velleminfroy, excluding any other warranty and/or liability.
9.2 Without prejudice to any actions to be taken against the carrier, complaints made regarding visible defects or any nonconformity of the delivered goods compared to the ordered goods or with the delivery documentation, must be lodged in writing upon receipt of the goods and in any event within eight (8) days of receipt at the latest.
9.3 VELLEMINFROY shall be informed of any reservations the buyer may have on receipt of the products within 24 hours of delivery.
9.4 The buyer shall provide VELLEMINFROY with all evidence regarding defects or anomalies reported. The buyer shall permit Velleminfroy all means to ascertain the defects and to find a solution. The buyer shall not intervene, nor have any third party intervene in this process.
9.5 If the buyer fails to check the quality of the goods within eight (8) days of their receipt, or having checked the goods, the buyer uses the goods or sells the goods to a third party, Velleminfroy will have no liability for any loss whatsoever resulting from their use by the buyer or the third party.
9.6 If the goods are not used for a purpose or in accordance with a process normally intended for goods of the same kind, no claim will be admissible.
9.7 Once the buyer has sent his complaint to VELLEMINFROY within the specified time, and provided that the Velleminfroy’s liability has been established, Velleminfroy shall at his convenience either replace or refund the cost of any goods which he has acknowledged as non-conforming or affected by a visible defect, to the exclusion of all other indemnities and/or damages. Where applicable, upon Velleminfroy request the buyer must return to Velleminfroy the goods which have been replaced or refunded.
9.8 Recall campaigns must be evaluated on a case by case basis, it being understood that Velleminfroy and the buyer must consult and agree on the need of a recall campaign prior to its launch and on whether alternative can be set up.
10.1 In order to maintain the quality of products, the products have to be stored indoors, in a clean, dry, odourless facility and away from moisture.
10.2 The storage place must be closed, temperate, safe from sun and frost, at a temperature of between +5 to +40 °C.
10.3 Products shall be removed on a first-in, first-out basis.
- RETENTION OF TITLE
11.1 Supplier reserves title to the products until payment in full of the price and of all incidentals.
11.2 Consequently, in a case of late or non-payment, whether in whole or in part, Velleminfroy reserves the right to require, on first demand and without prior formal notice, the delivered products to be returned to it, wherever they are located.
11.3 Products stored at the premises of the buyer (in warehouses, depots, etc.) will be deemed to be the subject of the unpaid invoices.
11.4 Buyer shall therefore not grant any rights to third parties that might limit the exercise of the provisions of this condition.
11.5 Buyer undertakes not to remove packaging or labels from products stored in his inventory and which are unpaid.
11.6 The above provisions shall apply without prejudice to any claim for damages for total or partial failure to pay the price of the goods.
- LIMITATION OF LIABILITY
12.1 Velleminfroy is not responsible for any liability resulting from products use outside of the indications for use, contraindications, warnings and cautions.
12.2 Velleminfroy is not responsible for any liability resulting from products improper storage or transport conditions.
12.3 To the full extent allowed by law, Velleminfroy excludes any liability for indirect or for loss of revenue or profits, loss of business, arising out or in connection with the sale, use, of products.
12.4 To the full extent allowed by law, Velleminfroy limits its liability to replacement of products, or a refund of the purchase price paid, at the option of Velleminfroy.
12.5 The buyer will indemnify, keep indemnified Velleminfroy in full from and against all direct, indirect or consequential liability, loss, damages, injury, costs and expenses that may result from loss of or damage to any property, or injury to or the death of any person that may arise out of any act or omission or negligence of the buyer in connection with the Agreement.
12.6 Any action against Velleminfroy must be brought within no later than twelve (12) months after the cause of action arises.
- FORCE MAJEURE
The following shall be considered herein as events of force majeure constituting cause for the cancellation or suspension of the Velleminfroy’s contractual obligations, without any right of recourse for the buyer: accidents affecting the manufacture or storage of the products, total or partial interruption of supplies of raw materials or energy, particularly default by carriers, fire, flooding, breakdown of machinery, total or partial strikes, administrative decisions, acts attributed to third parties, war and all and any external occurrences likely to delay or prevent the performance of the Velleminfroy’s obligation or to render such performance economically exorbitant.