General terms and conditions

General conditions of sale and delivery
Van Raaij Bouwspecials B.V.
Chamber of Commerce 75363003

If and to the extent that special conditions are included in appendices to these General Conditions for one or more particular types of materials or the processing of materials, the provisions of those special conditions shall prevail to the extent that they differ from the General Conditions. Otherwise, the General Conditions shall apply.

Article 1. General
Van Raaij Bouwspecials B.V., established in Barneveld, hereafter to be referred to as: "Van Raaij Bouwspecials", is a private limited company whose business is selling sheet material and assemblies thereof and related products, all this in the broadest sense.

Article 2. Definitions
The following definitions are used in these general terms and conditions:
entrepreneur: natural or legal entity, member or franchisee of Van Raaij Bouwspecials, which issues commercial offers and supplies materials.
buyer: the party, not being a consumer, to whom the Company issues offers/the party with whom the Company enters into an agreement for the supply of materials and/or products to be processed for these purposes.
Products: construction and finishing materials and/or products to be processed for these purposes.
offer: the delivery of Products offered by the Company.
order: the Buyer's order for the delivery of Products by the Company.
contract: the contract that is concluded after acceptance of the offer.
parties: the Company and the Buyer jointly.

Article 3. Application

These general conditions apply to all (price) offers to buyers and contracts between the entrepreneur and the buyer.
The parties bind themselves to every custom and practice within the business branch of the entrepreneur, unless expressly deviated from by agreement in writing and/or otherwise provided in these terms and conditions.

Article 4. Offer

All Contractor's offers are without obligation. The Company may revoke its Offers at any time, even if the Offer includes a fixed deadline for acceptance, unless the Company has explicitly stated in the Offer, in addition to stating a fixed deadline for acceptance, that the Offer is irrevocable. If a fixed deadline for acceptance is not mentioned in the event of a written offer from the Company, the Company may consider the offer to have lapsed if the Buyer has not responded within 2 weeks after the date of the offer, without the Company needing to provide further notice.
If an order is given without a price request, then this order will be executed by the entrepreneur at a market-based price regardless of any offer made in the past.
The Contractor cannot be bound by actions and/or oral agreements of persons who represent him without authority, unless these agreements are confirmed in writing by authorized persons on the part of the Contractor to the person to whom the offer is addressed.
Samples shown or provided are only for indication of the material without the case having to correspond to them.

Article 5. Agreements

Contracts are established by the fact that the Buyer returns the Company's offer signed to the Company before the offer expires, unless this is expressly deviated from by the Company in the offer.
If the Buyer unilaterally modifies the Company's offer, such modification shall only be part of the Contract after written acceptance by the Company.
Notwithstanding the provisions of paragraph 1, a Contract is also concluded if the Company confirms the Order in writing to the Buyer following the Buyer's request. The content of the Company's order confirmation determines the content of the Contract.
Changes to the contract must be agreed in writing, whereby the written confirmation from the entrepreneur is decisive for the content and scope of the changes and the consequences for the price.

Article 6. Prices

All prices are either ex-warehouse or post-paid work solved in accordance with the price list or offer provided to the Buyer by the Company.
Prices are per number, per meter or per pallet or other unit and are exclusive of sales tax, unless otherwise stated.
If after the date of the offer, even if the Company has made a binding offer, and before delivery, one or more of the cost factors undergoes a change, the Company is entitled to adjust the agreed price accordingly.

Article 7. Delivery times, delivery and risk

The delivery times agreed between the Company and the Buyer are stated by the Company as accurately as possible. These delivery times are indicative and not strict deadlines. The Company makes every effort to perform within the specified time.
The Buyer is not entitled to any compensation in any form whatsoever in the event that the specified delivery time is exceeded, unless expressly agreed or if the exceed is the direct and immediate result of gross negligence or intent on the part of the Company.
The buyer may not cancel or rescind the contract due to exceeding the delivery time or refuse to receive and/or pay for the items.
Delivery shall be ex-warehouse or free work unloaded, in accordance with the price list or offer provided to the Buyer by the Company and what has been agreed.
In the case of ex-warehouse delivery, the materials shall be deemed delivered by the Company and accepted by the Buyer as soon as they are loaded into or onto the means of transport.
In the case of delivery carriage paid unloaded, the materials are deemed to have been delivered by the Company and accepted by the Buyer as soon as they are delivered to the site.
The Buyer shall be liable for the purchase price, the Company's costs and the Company's damages if the Buyer fails to perform the act by which it is required to cooperate in delivery.
In the event of delivery carriage paid work unloaded, the Contractor shall enter into such agreements as are necessary for transportation to the agreed or specified location, using means of transport appropriate in the reasonable judgment of the Contractor and under the conditions customary for such transportation, in the reasonable judgment of the Contractor.
If delivery is not free work unloaded, the Company is not liable for the choice of carrier, nor for the choice of means of transport, nor for the conditions and risks applicable to the transport.
In the event of delivery carriage paid without unloading, the Company is not required to transport the Products any further than to the point where the vehicle can access a site that is properly passable, navigable and safe, at the discretion of the Company or any auxiliary persons engaged by it. The Buyer is obliged to take delivery of the Materials at that location.
Contractor is entitled to fulfill the performance(s) due in parts.
The buyer shall, if the agreement does not specify a purchase time, in any case purchase within 3 months after the agreement has been concluded. This is a strict deadline.

Article 8. Delivery on Call
In the event that delivery on demand has been agreed by the Parties without setting any deadlines for delivery on demand, if within three months after the conclusion of the Contract of Sale not all of the Products have been called, the Company is entitled to summon the Buyer to specify a deadline by which all of the Products will have been called. The term to be named by the Buyer may not exceed a period of three months, calculated from the day the Buyer could reasonably have taken note of the Company's demand. The Buyer is required to comply with the aforementioned summons, failing which the Company has the right to store the Products at the Buyer's risk and expense - if the risk of the Products is still borne by the Company - or to dissolve the sale by means of a written statement and, if required, to claim damages. The Company shall have the same powers if the Buyer fails to comply with a deadline despite being given.

Article 9. Quantity

The Contractor is obliged to make every effort to keep the quantities of goods to be delivered as accurate as possible, on the understanding that deviations of 5% upwards or downwards are permitted.
A waybill, delivery bill or similar document provided upon delivery of goods shall be deemed to accurately reflect the quantity of the goods delivered unless the buyer reports his objection to it in writing immediately upon receipt of the goods.
Even if the Buyer timely reports to the Company that less has been delivered to him than indicated on the document referred to in the first paragraph of this article, this does not entitle him to suspend payment.

Article 10. Payment

Payment of the purchase price including VAT shall be made within a due date set by the entrepreneur. Payment shall be effective in the agreed currency and without setoff, discount and/or suspension.
If the Contract also includes the transportation of materials, the Company may ship the materials with the stipulation that they or the documents relating to them will be issued to the Buyer only upon payment of the price, even if this is not specified in the order confirmation.
In the event that the Company, or a third party on behalf of the Company, engages third parties for (legal) collection, the Buyer shall bear all costs related thereto, with a minimum of 15% of the amount claimed and furthermore with a minimum of € 500.00 plus VAT.
If the Buyer fails to pay on time, all of the Buyer's payment obligations shall become immediately due and payable, regardless of whether the Company has already invoiced in this regard, and shall bear interest at the legal interest rate plus 2% from the due date.
Payments made by or on behalf of the purchaser shall be applied successively to settle the extrajudicial collection costs owed by the purchaser, the judicial costs, the costs owed by the purchaser, the interest owed by the purchaser and then, in order of age, the outstanding principal sums irrespective of any indication to the contrary by the purchaser.

Article 11. Retention of title

The Company retains title to all materials delivered by the Company to the Buyer until the (purchase) price thereof has been paid in full, including extrajudicial costs, interest and penalties. This retention of title also applies in the event the Company obtains any claims against the Buyer due to the Buyer's failure to comply with one or more of its obligations to the Company. The Buyer is not permitted to pledge delivered Products or to grant a third party any right thereto as long as ownership thereof has not been transferred to the Buyer.
Notwithstanding this retention of title, the Buyer shall be permitted to process or dispose of the materials delivered under retention of title in the ordinary course of its business.
If the Buyer is in default with respect to the performance referred to in paragraph 1, the Company has the right to recover the Products belonging to the Company from the place where they are located, or to have them recovered, at the Buyer's expense. The Buyer shall cooperate in this regard. The Buyer grants the Company irrevocable authority to enter the premises used by or for the Buyer or to have such premises entered.

Article 12. Inspection and advertising

The buyer is obliged to check the materials to be delivered for processing immediately upon arrival at the place of delivery for transport damage, quantity and quality. Any transport damage and deviations from the agreed quantity and/or quality of the Products must be noted on the waybill etc. and reported in writing to the Company by the Buyer within 24 hours of delivery.
In case of minor deviations in size, weight and/or color or in surface structure, the Buyer does not have the right to reject. In addition to the provisions of article 3 subsection 4, the relevant provisions of the suppliers thereof to the Company shall apply to the capacity and quality of the Products delivered.
The Buyer is deemed to be familiar with the assembly instructions pertaining to the delivery by the Company as they read on the day the contract is concluded. The Buyer shall act in accordance with these regulations.
The Buyer's right to claim that the Materials do not conform to the Contract shall lapse in the case of defects not visible at the time of delivery if the Buyer does not notify the Company in writing within 8 days after it could reasonably have discovered the defect, specifying the nature of the defect and the number of products in which the defect was found.
The Buyer's rights as referred to in paragraph 4 lapse in any event after processing of the delivered products, or at least after the delivered products have been introduced into the processing process, except if the shortcomings are covered by the warranty issued by the Company with respect to the products.
The Buyer must hold the Company liable in writing within a period of 8 days, counting from the time when the defect that entitles the Buyer to the warranty issued by the Company was discovered or could have been discovered by a prudent buyer, failing which the warranty claim lapses.

Article 13. Packaging

Multi-use packaging will be charged separately on the invoice by the entrepreneur at the same time as delivered items.
For packaging returned at the Buyer's expense, as referred to in the first paragraph, a credit invoice will be sent to the Buyer by the Company soon after receipt.
Notwithstanding the previous paragraph, the Company is not liable for compensation for packaging returned in poor condition.
The Buyer is authorized to deduct the value of the returned packaging, up to the credited amount, from the amount it owes to the Company only upon receipt of the credit invoice.
If the amount of the credit invoice is more than the Buyer still owes the Company upon receipt of that invoice, that excess will be paid to the Buyer within one month of the invoice date.

Article 14. Returns

Returns will be accepted only if agreed upon.
Fully or partially processed items, damaged items and packaged items whose packaging is missing or damaged may never be returned.

Article 15. Security

In the event that there is a well-founded suspicion that the Buyer will not strictly comply with its obligations, the Buyer is required, at the Company's first request, to immediately provide sufficient security, in the form requested by the Company, and to supplement this, if necessary, for compliance with all its obligations. As long as the Buyer has not complied with this, the Company has the right to suspend compliance with its obligations.
If the buyer has not complied with a request, as referred to in paragraph 1, within 14 days of a written demand to that effect, all his obligations shall become immediately due and payable.
If the Company has already dispatched the Materials before circumstances become apparent to the Company on the basis of which the Company has reasonable grounds to fear that the Buyer will not comply with its obligations, the Company may oppose delivery of the Materials to the Buyer, even if the Buyer already has a document in its possession entitling it to unconditional delivery by the Company. The Company must notify the Buyer of this suspension, and will proceed with performance if and when the Buyer provides adequate security.

Article 16. Liability

The Contractor's liability, as referred to in these Terms and Conditions, as well as any other liability arising from other facts or circumstances, never goes beyond reimbursement of the invoice value, or revival of similar materials, at the Contractor's discretion and insofar as the Contractor is able to supply similar items.
Undertaker shall never be liable for consequential and (in)direct trading loss, stagnation damage, construction delay, loss of orders, loss of profit, processing costs and the like.
In case of delivery of products by the Company that it has purchased from third parties, the Company provides a warranty on these products only if and insofar as it obtains a warranty from its suppliers for these products. In that case, the warranty is identical to the warranty that the Entrepreneur obtains from its suppliers.
If the Company is sued by third parties for damages, the Buyer indemnifies the Company for such claims for damages by third parties, unless there is intent or deliberate recklessness on the part of the Company.
The Company is not obliged to process a warranty claim if the Buyer has not fulfilled its payment obligation to the Company.
If the Buyer can appeal to the Company for the warranty issued by the Company, the extent to which and the manner in which repair and/or replacement will take place is at the Company's discretion.

Article 17. End of agreement / dissolution

Entrepreneur may unilaterally dissolve the agreement with the buyer:
if the buyer's failure to fulfill an obligation incumbent upon it constitutes a material default, which shall include failure to pay the price on time or to take delivery of materials in this regard, or failure to do so on time;
in case the buyer is declared bankrupt, or is granted suspension of payment, or is requested by the buyer to apply the Natural Persons Debt Rescheduling Act;
in case an application for credit insurance is not honored by the relevant company or is not satisfactorily honored;
in case the Buyer fails to comply with a request by the Company to provide security in accordance with Article 11.
If a failure to fulfill the obligations with respect to one of the deliveries by the Company to the Buyer gives the Company good reason to conclude that a material failure will occur with respect to future deliveries, the Company may, provided it does so within a reasonable period of time, declare the Contract dissolved for the future.
The Company may authorize the Buyer in writing to cancel the contract upon payment by the Buyer of reasonable compensation for the loss and loss of profit suffered by the Company.
In the event that the Company dissolves the Contract in accordance with this article, all amounts receivable by the Company from the Buyer for any reason whatsoever shall become immediately due and payable.

Article 18. Force Majeure

In the event of force majeure, Entrepreneur is entitled to cancel the contract or suspend its delivery obligation for as long as the force majeure continues.
In this contract, force majeure has the meaning given to it under Dutch law. In addition to this, force majeure for the Company also includes strikes in the broadest sense of the word, supply disruptions, breakdowns of machinery and/or tools, unavailability of transport, government measures and the event that the Company's suppliers default on delivery, explicitly including circumstances that cause delays in the normal production process and/or the delivery of the suppliers from which the Company procures the Products.

Article 19. Applicable law and competent court

All contracts entered into by the entrepreneur are governed by Dutch law, to which these general terms and conditions apply as a supplement and, insofar as provisions of mandatory character do not oppose them, as a derogation.
Any disputes between the Company and the Buyer will be adjudicated by the competent court of the Company's place of business.
Notwithstanding the provisions of the preceding paragraph, but only in the event that the dispute has not yet been submitted to the competent court, the Company has the right to have the dispute settled by arbitration to the exclusion of the competent court in accordance with the regulations of the Arbitrage Instituut Bouwstoffen (A.I.B.s.) as these regulations are in force at the time the dispute is submitted.