of the private company with limited liability
Eiprodukten Wulro B.V.,
registered office and place of business in Weert, the Netherlands
These conditions apply to all legal acts by and between you and Eiprodukten Wulro B.V. These conditions may only be deviated from by way of a letter signed by the management of Eiprodukten Wulro B.V., in which case the agreed deviation shall only apply to the order for which it is agreed.
Arrangements or agreements with members of staff or agents of Eiprodukten Wulro B.V. shall not bind Eiprodukten Wulro B.V. if they have not been confirmed by Eiprodukten Wulro B.V. or ratified after a reasonable period set for that purpose.
All offers made by or on behalf of Eiprodukten Wulro B.V. are without obligation. The mere acceptance of an offer shall not result in an agreement; an agreement shall only come into existence when Eiprodukten Wulro B.V. has confirmed this to you in writing, or once Eiprodukten Wulro B.V. has carried out the agreement or begun to do so.
3. DUTY TO WARN AND INFORM:
You are under an obligation to point out to Eiprodukten Wulro B.V. before the agreement is made any circumstances that could be of significance for Eiprodukten Wulro B.V. in allowing it to assess its obligations and the related pricing. If you do not comply with this obligation, Eiprodukten Wulro B.V. will be entitled to charge you the costs of any additional work or extra costs unless Eiprodukten Wulro B.V. ought to have foreseen the relevant circumstances itself before the agreement was entered into.
Eiprodukten Wulro B.V. is under an obligation for its part to inform you in good time of any circumstances which could be significant for you with regard to justified expectations.
4. DELIVERY AND DELIVERY TIMES:
Unless otherwise agreed, the place for delivery shall be the Weert address of Eiprodukten Wulro B.V. Delivery shall be deemed to have taken place when the items have been set aside at a place designated for that purpose by Eiprodukten Wulro B.V. on its premises or elsewhere, ready for transport to you.
Delivery times indicated by Eiprodukten Wulro B.V. shall be approximate and shall never be regarded as contractual terms where non-compliance constitutes breach of contract without a default notice [fatale termijn]. The period agreed for delivery shall not begin to run until there is complete agreement between the parties on the contents of the contract. Eiprodukten Wulro B.V. may only be considered to be in breach after a written default notice allowing a reasonable period to comply. Small deviations in deliveries made by Eiprodukten Wulro B.V. in relation to the quantities stated or other specifications shall not count as breaches.
Eiprodukten Wulro B.V. shall in no circumstances be under an obligation to compensate you for losses suffered by you or by a third party because a delivery time is exceeded, unless this happened due to deliberate action or gross negligence on the part of Eiprodukten Wulro B.V. or unless Eiprodukten Wulro B.V. continued to be clearly in breach even after a written default notice allowing a reasonable period to comply.
All prices applied by Eiprodukten Wulro B.V. are net, exclusive of VAT and apply on delivery ex works in Weert.
If the purchase prices payable by Eiprodukten Wulro B.V. for raw materials, wages or other factors partly determining the price increase after the offer is made or the agreement is entered into, Eiprodukten Wulro B.V. shall be entitled to pass the increases on to you. However, if this takes place within three months of the agreement coming into existence, you will be entitled to request dissolution of the agreement if Eiprodukten Wulro B.V. still wishes to maintain the increase.
6. FORCE MAJEURE:
In the event of force majeure, Eiprodukten Wulro B.V. shall be entitled to suspend performance of the agreement for the duration of the circumstances constituting force majeure. If this arises out of the duration or seriousness of the force majeure in relation to the content of the contract, which shall be a matter entirely for Eiprodukten Wulro B.V. to judge, Eiprodukten Wulro B.V. shall be entitled to dissolve the agreement in full or in part, without any obligation to pay compensation for any losses.
Force majeure shall mean circumstances such that Eiprodukten Wulro B.V. cannot reasonably be expected to comply or continue to comply with the agreement. Such circumstances shall include, among other things, any failure for whatsoever reason, by Eiprodukten Wulro B.V.’s suppliers to supply it in time, properly or at all, but also for example circumstances such as industrial action, interruption of the business process at Eiprodukten Wulro B.V. due to, for example, problems with the energy supply or defects to a machine, transportation problems due to traffic jams or vehicle breakdown, illness affecting one or more staff members, poultry diseases, weather conditions etc. etc.
7. MEASURES TAKEN BY THE AUTHORITIES:
In the event of measures taken by the authorities which hinder the import, transportation or export of items sold or make these financially unfavourable, Eiprodukten Wulro B.V. shall be entitled to dissolve the agreement in full or in part, without any obligation to pay compensation, or to require that any losses suffered by it as a result must first be compensated before it is under an obligation to supply any items.
8. CLAIMS AND LIABILITY:
You must carefully inspect items immediately on delivery or in any event within 24 hours. Any claims relating to quantities or other matters such as alleged defects or deviations from specifications must be stated on the acknowledgement of receipt and must also be notified to us in writing within the same period of 24 hours or where this is absolutely impossible then in any event immediately on discovery, and no later than seven days after delivery, clearly stating the nature of the complaint and the quantities involved. Any processing or further processing of the items delivered shall only be permitted with written consent from Eiprodukten Wulro B.V. Your right to make a complaint will lapse if the complaint is not submitted in good time or if the relevant items have been processed or passed on in full or in part.
You must put Eiprodukten Wulro B.V. in a position to inspect the items in the condition they were in on delivery without change, so that Eiprodukten Wulro B.V. is immediately in a position to decide whether the claim is well founded and also to take any measures necessary to limit any loss or damage as far as possible. Any failure to put Eiprodukten Wulro B.V. in a position to do this will result in the right to claim lapsing.
You must ensure yourself that you have a sufficient quantity of product in house already, or can obtain this quickly, so that any claims or any days without redelivery of the product will not immediately lead to an interruption or other possible harm to your production process. Eiprodukten Wulro B.V. shall in no circumstances be liable for losses which could have been prevented in this way.
In the event of a well-founded complaint, Eiprodukten Wulro B.V.’s obligation shall be limited to replacing the relevant products free of charge, or paying a reasonable sum in compensation. However, this compensation may not exceed the total invoiced sum for the items supplied, with an absolute maximum of € 50,000 (in words: fifty thousand euros).
Eiprodukten Wulro B.V. shall in no case be liable for lost profit or other indirect losses. In the event of Eiprodukten Wulro B.V. being liable to you for other losses, for whatever reason, such liability shall be limited to the invoice amount relating to the delivery giving rise to liability, and shall in any event be limited to the sum of €50,000, even if the liability was connected with several deliveries. Our liability shall therefore never exceed €50,000 (in words: fifty thousand euros) in any case.
The limitations on liability in the preceding paragraph of this Article shall not apply if the relevant losses are the result of deliberate action or very gross negligence on the part of a director of Eiprodukten Wulro B.V.
9. RETENTION OF TITLE:
Title to items supplied by Eiprodukten Wulro B.V. will only be transferred to you once you have fulfilled all your obligations to Eiprodukten Wulro B.V. in relation to the supply of those items, including not only the purchase price but also any interest and costs due.
You give Eiprodukten Wulro B.V. permission in advance to take back the items supplied as its own property and to do everything necessary to that end if you fail to pay in time or if it becomes clear that this is going to happen.
If delivery of the items takes place using rolling containers, pallets, boxes or egg trays and similar, those aids shall remain the property of Eiprodukten Wulro B.V. You are under an obligation to make these aids available to Eiprodukten Wulro B.V. again within eight days of delivery, unless the purchase price clearly includes the price of any such item. If you fail to comply with this, you must pay the as-new value of the relevant aids to Eiprodukten Wulro B.V. as compensation. The records maintained by Eiprodukten Wulro B.V. shall constitute conclusive evidence as to the exact number of items used in any dispute.
Payment must be made within thirty days of the invoice date. If payment is not made in time you will also be liable to pay collection costs, in addition to interest at 1.5% per month from the due date, at the rate of 15% of the amount you owe Eiprodukten Wulro B.V., with a minimum amount of EUR 100. Payment must always be made without deductions. You may therefore not rely on any set-off or any right to suspend payment, unless and insofar as the justification for your claim or right to suspend payment is agreed between us.
If an invoice is not paid in time, Eiprodukten Wulro B.V. shall be entitled to suspend all other obligations to you until the outstanding amount has been paid, or until a security deemed sufficient in the view of Eiprodukten Wulro B.V. has been provided both for this and for your coming obligations. Eiprodukten Wulro B.V. shall also be entitled to require a similar security from you before delivery, if there are reasons for doubting whether you will be able to comply with your obligations under the agreement.
In the event of the cancellation of any agreement, you will be liable to pay at least 50% of the purchase price to Eiprodukten Wulro B.V. as fixed compensation. However if Eiprodukten Wulro B.V. can show that it has suffered a greater loss as a result of the cancellation, you will be liable to pay the higher amount as compensation. Eiprodukten Wulro B.V. shall also be entitled at all times to demand performance of the agreement and need not agree to its dissolution.
12. DUTCH LAW AND DUTCH COURTS:
Dutch law shall apply to all legal acts by and with Eiprodukten Wulro B.V. In the event of any disputes, the Roermond District Court shall have jurisdiction, without prejudice to the right of Eiprodukten Wulro B.V. to submit the dispute to the court with jurisdiction under the normal jurisdiction rules.