ARTICLE 1 APPLICABILITY
These conditions apply to all offers, sales and deliveries made by Sar Petfood B.V., hereinafter referred to as Sar Petfood B.V., to third parties, to all work performed by Sar Petfood B.V. on the instructions of third parties, and to all agreements, in the broadest sense of the word, entered into by Sar Petfood B.V. with third parties.
These conditions apply both in and outside the Netherlands, regardless of the place of residence or establishment of the parties to any agreement, and regardless of the place where the agreement was formed, or should have been formed.
If the purchaser/client applies purchasing conditions, these shall not be binding on Sar Petfood B.V. insofar as they deviate from these terms and conditions of delivery.
Any deviations from these terms and conditions applied/allowed at any time by Sar Petfood B.V. for the benefit of the buyer/client shall in no event entitle the latter to rely on them later or to claim for itself the application of such a deviation as fixed.
If one or more provisions of these general conditions should at any time be wholly or partially void or voided, the remaining provisions of these general conditions shall continue to apply in full. Sar Petfood B.V. and the client will then enter into consultations to agree on new provisions to replace the null and void or annulled provisions, taking into account, as far as possible, the purpose and purport of the original provisions.
If any uncertainty exists regarding the interpretation of one or more provisions of these general terms and conditions, then the explanation should be found ‘in the spirit’ of these provisions.
If Sar Petfood B.V. does not always demand strict compliance with these terms and conditions, this shall not mean that the provisions thereof do not apply or that Sar Petfood B.V. would lose its right to demand strict compliance with the provisions of these terms and conditions in other cases.
ARTICLE 2 OFFERS
All offers and quotations are entirely without obligation, unless expressly stated otherwise. They are made to the best of Sar Petfood B.V.’s knowledge and based on any information provided upon request.
Details provided by Sar Petfood B.V. in images, websites, catalogs, leaflets, drawings or in any other manner concerning size, capacity, performance, color, material structure, finish or results must be deemed to be approximate and non-binding. Sar Petfood B.V. is not bound by such specifications and accepts no liability whatsoever for any inaccuracies in such data.
ARTICLE 3 ORDERS/AGREEMENTS
An assignment shall be understood to mean: any agreement with Sar Petfood B.V., irrespective of whether it undertakes to carry out work, or to make personnel, materials or space available, or to perform any other service, all in the broadest sense.
Any additions or amendments to the agreements referred to above shall not be binding on Sar Petfood B.V. until and insofar as they have been accepted and confirmed in writing by Sar Petfood B.V. The purchaser/client is deemed to have accepted amendments or additions to agreements entered into with Sar Petfood B.V. if the purchaser/client does not protest in writing against such amendment(s) and/or addition(s) within 8 days of having become aware of the amendment(s) or addition(s). The purchaser/client is deemed to be aware of said amendment/addition at the time that Sar Petfood B.V. commences the work to which the amendment/addition relates. Only the management board and, if necessary, the person expressly authorised by the management board may enter into agreements on behalf of Sar Petfood B.V.
Unless expressly agreed otherwise in writing, Sar Petfood B.V. shall at all times have the right to have the order carried out, in whole or in part, by third parties, with these conditions also working in favour of such third parties, provided, however, that Sar Petfood B.V. authorises them in writing, afterwards if necessary, to invoke these conditions, without such authorisation creating any obligations whatsoever towards Sar Petfood B.V.
ARTICLE 4 LIABILITY
Sar Petfood B.V. shall, subject to the provisions of Clause 9 of these terms and conditions, not be liable for any loss or damage arising, either directly and/or indirectly, from failure of the goods delivered, including additional work, to comply with the agreement, unless this is due to its gross negligence or intention. Accordingly, Sar Petfood B.V. shall not accept this either in the event of gross calamities, such as fire, water damage and external calamities, for example, wars and earthquakes. Nor shall Sar Petfood B.V. be liable for the degeneration of the products delivered by it, irrespective of whether the degeneration is due to the shelf-life or the manner in which the purchaser/client takes possession of, has, transports and/or alienates the goods delivered.
If Sar Petfood B.V. is liable to pay damages for any other reason in connection with the agreement, the compensation payable by it shall in all cases be limited to a maximum of the invoice amount (exclusive of turnover tax) for the goods and/or services in question, subject to a maximum of EURO 1,500.00 (in words: one thousand and five hundred euros).
Reliance on these conditions shall not suspend the purchaser’s / client’s payment obligation to Sar Petfood B.V.
ARTICLE 5 DELIVERY TIME AND PLACE OF DELIVERY
The delivery dates mentioned in offers, confirmations and contracts are made to the best of one’s knowledge and will be observed to the extent possible, yet they are not binding on Sar Petfood B.V.
Exceeding these terms, for whatever reason, will never entitle the buyer/client to compensation, dissolution of the agreement, or non-performance of any obligation arising for it from the agreement in question or from any other agreement, whether or not related to this agreement.
In the event of excessive failure to meet the delivery time, however to be determined by Sar Petfood B.V., Sar Petfood B.V. shall enter into further consultation with the purchaser/principal.
Delivery shall be made ex Sar Petfood B.V.’s business premises or to another location to be determined by Sar Petfood B.V.
When goods sold or services offered by Sar Petfood B.V. are not accepted by the purchaser/client after having been offered to it, they shall be at the purchaser/client’s disposal for a period of three weeks. Goods will be stored during this period at the expense of buying party/client. After this period, the total amount that would be payable for purchase or compliance, plus costs and interest, may be claimed from the buyer/customer, even without delivery of the goods or services in question. The payment shall then be deemed to have been made in compensation to Sar Petfood B.V.
If the buyer/client fails to fulfil, or fails to fulfil on time, any obligation arising from this or any other agreement related to the order, Sar Petfood B.V. is entitled, after having given the buyer/client written notice of default – without judicial intervention – to suspend execution, without Sar Petfood B.V. being liable to pay any compensation.
ARTICLE 6 TRANSPORT AND TRANSPORT RISK
Sar Petfood B.V. shall be responsible for the choice of means of transport.
The transport of goods ordered from Sar Petfood B.V. shall be at the expense of the buyer/client.
All goods ordered from Sar Petfood B.V. shall travel at the buyer/client’s risk from the moment of delivery. Even when free delivery has been agreed, the buyer/client is liable for all damages incurred during transportation.
The goods will be delivered exclusively on the ground floor (at the front door or another entrance accepted by Sar Petfood B.V.). The buyer/client must ensure that the goods are easily accessible. If goods need to be delivered other than on the ground floor, the associated additional costs and risks will be borne entirely by the buyer/client.
If the purchaser/client is not present at the time of delivery, or proves to be unable to take delivery of the goods, or otherwise fails to take delivery of the goods, Sar Petfood B.V. has the right to convert the delivery into an obligation for the purchaser/client to collect the goods from the address provided by the carrier, after the carrier has notified the purchaser/client to that effect by leaving a written notification.
Upon arrival/acceptance of the goods, the buyer/customer must satisfy itself as to the condition of the goods. If it then appears that damage has been caused to goods or materials, he must take all measures to obtain compensation from the carrier. By signing the receipt, provided by or on behalf of Sar Petfood B.V., the purchaser/client declares that it has received the goods in good condition.
ARTICLE 7 PRICES AND COSTS
Sar Petfood B.V. shall fix a separate price or rate for each order. This price or rate is intended exclusively as the amount to be paid for the performance to be delivered by Sar Petfood B.V., including the normal costs involved. The prices stated in the offer are based on the cost price factors, exchange rates, wages, taxes, duties, charges, freight, etc. known at that time. In the event of an increase in any of these factors Sar Petfood B.V. shall be entitled to adjust the offered (sales) price accordingly.
The price or rate shall therefore not include any levies imposed by governmental or other authorities, including fines, insurance premiums, etc.
Sar Petfood B.V. shall be entitled to demand advance payments and/or deposits or security (in the form of a bank guarantee).
Sar Petfood B.V. reserves the right to charge shipment costs.
ARTICLE 8 CONDITIONS OF PAYMENT
Unless expressly agreed otherwise in writing, payment of invoices sent by Sar Petfood B.V. must be made within 8 (eight) days of the invoice date, without deduction of discounts and without any form of compensation.
The supplier is entitled to charge a credit restriction surcharge of at least 2%, however this must be expressly stated on the invoice. This surcharge may be deducted from the invoice amount if the invoice amount is paid within eight days of the invoice date.
All payments must be made, without any deduction or setoff, at the office of Sar Petfood B.V. or into a bank or giro account to be designated by Sar Petfood B.V.
Discounts may be granted only following mutual consultation between Sar Petfood B.V. and the purchaser/principal. Unless otherwise agreed in writing, these discounts are one-off. Previous discounts may not be invoked for subsequent transactions.
ARTICLE 9 COMPLAINTS
Any complaints, both with respect to the delivery of goods and with respect to services rendered and with respect to invoice amounts, must be submitted to Sar Petfood B.V. in writing and by registered post within eight days of receipt of the products or services or of the invoices concerned, accurately stating the facts to which the complaints relate. The purchaser/client’s right to complain shall lapse in respect of goods processed by or on behalf of the purchaser/client.
Complaints in respect of the provisions of these terms and conditions, including those referred to in Section 6:233(a) of the Dutch Civil Code (nullity in respect of one or more provisions on the grounds of being unreasonably onerous), must also be submitted to Sar Petfood B.V. in writing, by registered letter, within eight days of the date on which these terms and conditions were known or could reasonably have been known, accurately stating the facts to which the complaints relate. The right to complain shall lapse at the moment when the agreement is concluded. The purchaser/client waives the right to invoke at a later date the unreasonably onerous nature of one or more clauses in these conditions, insofar as any clauses deemed unreasonably onerous are not prescribed by law.
If complaints submitted do not comply with the above, they can no longer be received and the buyer/client will be deemed to have approved the goods delivered and/or services rendered. When Sar Petfood B.V. is of the opinion that a justified complaint has been made, it is entitled either to pay the purchaser/client an amount of money, to be determined in mutual consultation, as compensation, or to make a new delivery while maintaining the existing agreement, all subject to the purchaser/client’s obligation to return to Sar Petfood B.V., carriage paid, the wrong or faulty goods delivered; all this at the discretion of Sar Petfood B.V.
Sar Petfood B.V. shall be obliged to take cognisance of submitted complaints only when, at the time when the complaints are submitted, the relevant purchaser/client has met all its existing obligations towards Sar Petfood B.V. in full, arising from any agreement whatsoever and for whatever reason.
Return shipments that are not stamped or packaged sufficiently will be refused by Sar Petfood B.V. All returns by buyers or clients shall take place at their expense and risk.
ARTICLE 10 CANCELLATION/DISSOLUTION AND SUSPENSION
Sar Petfood B.V. is entitled, if the buyer/client is or remains in default in any respect in meeting its obligations in relation to deliveries made, work performed, or on any other account, by Sar Petfood B.V. earlier, to suspend its obligations towards the buyer/client, or to cancel/dissolve the underlying agreements in whole or in part. Sar Petfood B.V. shall also have this right in the event of bankruptcy, suspension of payments, entry into the WSNP, other forms of debt counselling, liquidation of the form of business/business activities or, in Sar Petfood B.V.’s opinion, the threat of these circumstances. All claims of Sar Petfood B.V. against the purchaser/principal shall then be immediately due and payable to it.
If the buyer/client wishes to dissolve/cancel the agreement(s) it has entered into with Sar Petfood B.V., Sar Petfood B.V. shall also be entitled to demand performance of the agreement(s) entered into, or the buyer/client shall be liable, at Sar Petfood B.V.’s option, for cancellation costs of at least 30% of the sale value.
ARTICLE 11 COMPENSATION FOR LATE OR NON-PAYMENT
If payment of the invoices sent by Sar Petfood B.V. is not made within 8 (eight) days of the invoice date, the buyer/client shall be deemed to be in default by operation of law and Sar Petfood B.V. shall have without further notice of default, the right to charge the buyer/client interest, as from the due date, on the entire amount owed, at the statutory rate of interest, subject to a minimum of 1% per month or part thereof, without prejudice to Sar Petfood B.V.’s other rights, including the right to claim damages and the right to claim compensation for loss of earnings. further rights, including the right to recovery of all costs related to collection, including liquidated court costs and extrajudicial collection costs, the latter to be fixed in advance at 15% of the amount to be collected, with a minimum of EURO 150.00 (in words: one hundred and fifty euro).
NB: From the moment that the legislature has laid down by law the extrajudicial collection costs to be charged to the buying party/client, the buying party/client will owe extrajudicial collection costs pursuant to the stipulations therein.
ARTICLE 12 RESERVATION OF OWNERSHIP
All goods delivered by Sar Petfood B.V. under the agreement remain the property of Sar Petfood B.V. until the client has properly fulfilled all its obligations under the agreement(s) concluded with Sar Petfood B.V.
Goods delivered by Sar Petfood B.V., which are subject to retention of title pursuant to paragraph 1, may not be resold and may never be used as payment instrument. The client is not authorised to pledge or in any other way encumber that which is subject to retention of title.
The client must at all times do everything that can reasonably be expected of him to safeguard the property rights of Sar Petfood B.V. If third parties levy attachment on the goods delivered subject to retention of title or wish to create or assert rights thereon, the client is obliged to notify Sar Petfood B.V. thereof immediately in writing.
The client undertakes, moreover, to insure, and keep insured, the goods delivered subject to reservation of title against fire, explosion and water damage as well as against theft, and to submit the insurance policy for inspection to Sar Petfood B.V. on first demand. In the event of any insurance payment, Sar Petfood B.V. is entitled to this money. To the extent necessary the client undertakes vis-à-vis Sar Petfood B.V. in advance to cooperate in all matters that may be necessary or desirable in that context.
The client is also obliged to grant Sar Petfood B.V., upon its first request, an undisclosed pledge on the claims that the client has or will have on the third parties in question. Should the client refuse to do so, this provision shall be deemed to constitute an irrevocable power of attorney to Sar Petfood B.V. to create this right of pledge. These General Terms and Conditions apply as a required private deed and the date of the invoice in question is deemed to be the date on which the right of pledge was granted as long as the deed(s) has/have not been registered.
In the event that Sar Petfood B.V. wishes to exercise its property rights as indicated in this article, the client gives unconditional and irrevocable permission in advance to Sar Petfood B.V. and third parties to be appointed by Sar Petfood B.V. to enter all those places where Sar Petfood B.V.’s property is located and to repossess such property.
ARTICLE 13 FORCE MAJEURE
Force majeure discharges Sar Petfood B.V. from its obligations towards the buyer/principal. The following shall be considered as factors of force majeure: such events and situations that have a clearly demonstrable and direct effect on Sar Petfood B.V.’s business, such as: serious disruptions to its production process, war (including outside the Netherlands), riots, pandemics, fire, traffic disruptions, strikes, lockouts, loss or damage during transport, accident or illness of its personnel, import restrictions or other government restrictions, etc. Sar Petfood B.V. shall be released from its obligations irrespective of whether the force majeure has occurred in its own company or elsewhere, such as in companies of suppliers, transporters, wholesalers, etc.
When performance of the agreement is prevented as a result of force majeure Sar Petfood B.V. is entitled, without judicial intervention, either to suspend performance of the agreement for a maximum of six months or to dissolve the agreement in whole or in part, such at Sar Petfood B.V.’s discretion. The buyer/client shall receive written notice of Sar Petfood B.V.’s decision in this regard.
ARTICLE 14 INTELLECTUAL PROPERTY RIGHTS, DESIGN PROTECTION
The Intellectual property rights to all Sar Petfood B.V. products manufactured (for the benefit of the buyer/client), services rendered, etc. belong to Sar Petfood B.V. Use or alternative use of these rights, designs and/or ideas by Sar Petfood B.V. is strictly prohibited, unless Sar Petfood B.V. has given its express written permission for such use and all the conditions set by Sar Petfood B.V. in this regard have been met in full.
If the buyer/client fails to comply with that stated under 14.a, Sar Petfood B.V. shall be entitled, without further notice of default and/or judicial intervention, to a penalty of at least EURO 11,500.00 (in words: eleven thousand and five hundred euros) for each day, or part thereof, that such breach continues.
ARTICLE 15 GUARANTEES
Guarantee clauses for where the conformity requirement as referred to in the Civil Code Book 7 is not applicable.
Sar Petfood B.V. provides a guarantee solely in accordance with the provisions of the guarantee clause included with the products. In such cases the guarantee shall not come into effect until Sar Petfood B.V. has been notified by the buyer/client of its request by registered letter.
If Sar Petfood B.V. does provide a guarantee, but without a guarantee clause being provided, the guarantee period shall not exceed 6 months following delivery of the goods concerned. Here too Sar Petfood B.V. must first be notified by the purchaser/principal of his request in writing and by registered mail.
The guarantee includes repair or replacement of the goods delivered, at Sar Petfood B.V.’s discretion. External calamities can never result in any binding guarantee by Sar Petfood B.V.
Goods taken in for repair shall in all cases remain at the risk of the buyer/client with Sar Petfood B.V. or with a third party engaged by Sar Petfood B.V. for this purpose.
ARTICLE 16 ON-SIGHT CONSIGNMENTS
Goods delivered by or on behalf of Sar Petfood B.V. may be regarded as goods on display for shows, exhibitions, trade fairs and/or for other purposes to be stated by Sar Petfood B.V. only if Sar Petfood B.V. has confirmed this in writing to the buyer/client in advance. These general terms and conditions shall apply in full to consignments on approval.
ARTICLE 17 APPLICABLE LAW AND COMPETENT COURT
Dutch law shall apply to all offers, orders and contracts to be concluded with Sar Petfood B.V., even if an obligation is wholly or partially fulfilled abroad or if the party involved in the legal relationship has its place of residence there.
The applicability of the Vienna Sales Convention is explicitly excluded.
If mutual consultation between the parties does not lead to a solution, all disputes will be subjected to the judgement of the Court of Overijssel, location Almelo, unless the law imperatively dictates otherwise.
Should any provision of these General Terms and Conditions become invalid, this shall not affect the validity of the other articles.
ARTICLE 18 FINAL PROVISION
These conditions have been drawn up for Sar Petfood B.V. and filed with the Chamber of Commerce under no. 52434966.
The most recently filed version or, as the case may be, the version in force at the time of the formation of the legal relationship with Sar Petfood B.V., as applicable, shall always apply.
The Dutch text of the General Terms and Conditions shall always be decisive for the purposes of interpreting them.
7602 CV ALMELO
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