TERMS & CONDITIONS
1 - Definitions
These conditions” The terms and conditions set out below
“The buyer” The purchaser of the Goods
“The Company” Holanbra Foods BV; Handweg 159, Unit3, 1185 TX Amstelveen - The Netherlands
“The Goods” Any and all of the goods ordered by the buyer and / or supplied by the Company
2 - Applications of these terms and conditions
All quotations and price lists are given and all prices are accepted on these Conditions which shall override and exclude any other terms stipulated or incorporated or referred to by the Buyer ( whether in the Buyers order or elsewhere and whether reduced to writing or not) and any course of dealing established between the Company and the Buyer.
3 - Conditions and Warranties
The goods are guaranteed to be of the nature, substance and quality described.
4 - Payment
4.1 All goods will be invoiced at the prices ruling at the date of the order
4.2 Interest shall be payable by the Buyer on any sum due but unpaid at the rate of 3% above LIBOR prevalent at the due date.
4.3 All payments must be made to the Company, not an individual
4.4 Payments received by the Company shall be set first against any interest payable but unpaid and against the oldest outstanding invoice.
4.5 Holanbra Foods BV reserve the right , immediately on despatch, to offset against the total debt owing to them whether due for payment or not, the value of any goods purchased from the buyer.
5 - Delivery and Liability
5.1 All delivery dates are estimates only and the time of the delivery shall not be of the essence. Should the Company be prevented from or hindered in delivering the Goods or any part thereof by reason of war, riot, explosion, fire, flood, strike lock-out, acts or regulations of Government, shortage of materials or labour or any cause beyond the Company’s control, the time for delivery shall be extended until the operation of the cause preventing or hindering delivery has ceased.
5.2 Should the Company be prevented in delivering part of the Goods by reason of any of the clauses specified in the preceding sub-clause the Company shall deliver and the Buyer shall take and pay for such part of the Goods as the Company shall be able to deliver in accordance with these conditions. The Company reserves the right to deliver the Goods by instalments and to tender a separate invoice in respect of each instalment. Where the Goods are delivered by instalments, the Contract shall become severable and each instalment shall be deemed to be the subject of a separate contract. No default or failure by the Company in respect of any one or more instalments shall entitle the Buyer to treat the contract as repudiated or to claim damages.
5.3 In no circumstances shall the Company be liable to compensate the Buyer in damages or otherwise for late delivery or non-delivery of the Goods or any of them for any loss whether economic, consequential or otherwise arising there from.
5.4 No claim that the Goods or any of them are faulty or defective or lack of quality or fitness shall be entertained unless made within 72 hours of delivery or collection.
5.5 Claim for loss or damage in transit cannot be considered unless notified in writing to the Company’s carriers and the Company within three days of delivery. Notifications should give the delivery note number, list of Goods damaged or short, and detail the damage. Damaged Goods accepted by the Buyer should be retained for inspection by the Company.
5.6 In cases of non delivery of a consignment, claims cannot be considered unless notified in writing to the Company’s carriers and the Company and similarly notified within forty eight hours of the due delivery date.
5.7 Liability shall be limited to replacement of the Goods actually damaged or lost in transit.
6 - Title and Risk
6.1 Property in the Goods shall not pass to the Buyer until they are fully paid for, but the risk in the Goods shall be borne by the Buyer from the date of delivery by the Company or the Company’s carrier to the Buyer.
6.2 In the event that the price for the Goods is not paid by the Buyer by the due date the Company shall at its absolute discretion be at liberty either to recover the Goods or bring an action against the Buyer for the price of the Goods.
6.3 The Buyer agrees that prior to the payment of the whole price of the Goods, the Company may enter upon the Buyers premises and remove the Goods therefrom and that prior to such payment the Buyer shall keep the Goods separate and identifiable for this purpose.
6.4 Without prejudice to the foregoing the Company may bring an action against the Buyer for any such loss or damage suffered in consequence of the Buyer’s failure to pay the price of the Goods.
7 - Governing Law and Jurisdiction
The Contract shall be in all respects be governed by and construed in accordance with Dutch Law, and the Company and the Buyer shall submit to the exclusive jurisdiction of the Dutch courts.