Artikel 1 - Applicability of these conditions
1.1 These conditions are applicable to every offer and every agreement between Poly-Nederland B.V., hereinafter referred to as "Poly", and a counterparty to whom Poly has declared that these conditions are applicable, in as far as the parties do not expressly deviate from these conditions.
Article 2 – Offers
2.1 The offers made by Poly are without any obligation. If the counterparty accepts the offer, Poly is entitled to rescind the offer within 3 working days of receiving acceptance of the offer. The prices stated in an offer are exclusive of V.A.T.
Article 3 – Delivery time and delivery
3.1 An agreed delivery time is not a deadline.
Article 4 - Partial deliveries
4.1 Poly is allowed to make partial deliveries of sold goods. This is not allowed if a partial delivery does not have any individual value. If partial deliveries of the goods take place, Poly is entitled to prepare an invoice for each partial delivery.
Article 5 – Defects; complaint periods
5.1 The counterparty must inspect the purchased goods upon delivery. If visible defects or shortcomings are detected, then the counterparty must report these in writing to Poly within 8 days of the delivery.
Article 6 - Reservation of title
6.1 The goods supplied by Poly remain the property of Poly until the counterparty has fulfilled all of the following obligations arising from all purchase agreements concluded with Poly.
6.2 If the counterparty fails to fulfil its obligations, or if there is a well-founded fear that it shall not do so, Poly is entitled to remove (or give instructions for the removal of) delivered goods to which the reservation of title referred to in paragraph 6.1applies, from the counterparty or from third parties who look after the goods for the counterparty.
6.3 As long as the ownership of the goods has not been transferred to the purchaser, the latter may not pledge these goods or grant any other right to third parties, except within the normal course of its business. The purchaser is obliged, upon first being requested by the seller to do so, to collaborate towards the establishment of a right guaranteed by a lien in respect of claims that the purchaser receives or shall receive with regard to the subsequent delivery of goods to its customers.
Article 7 - Payment
7.1 Payment must be made in cash upon delivery or via Cash On Delivery, unless later payment has been agreed.
7.2 Payment conditions:
40% with order, immediately;
50% upon delivery of the material for shipment, immediately;
10% after completion of the delivery, within 30 days net,
by means of legal tender at the office of Poly, or by bank transfer of the amount due to:
'Postbank' account number 55.39.694
ING Bank, Zwolle, account number 68.62.99.582
in the name of Poly-Nederland B.V. in Steenwijk
The counterparty must, from the moment of being in default, pay interest at the statutory rate + 2% on the amount due.
7.3 In the event of liquidation, (filing for) bankruptcy or suspension of payments by the counterparty, the obligations of the counterparty shall be immediately payable.
7.4 Payment must take place without any reductions or deductions being made.
7.5 Payments made by the counterparty must always be, first of all, for the settlement of all outstanding interest and costs, and secondly, for the settlement of the invoices that have been outstanding the longest, even when the counterparty states that the payment relates to a more recent invoice.
Article 8 - Collection charges
8.1 If the counterparty fails to fulfil one or more of its obligations, then all reasonable costs for obtaining extrajudicial settlement shall be charged to the counterparty. In any event, the counterparty must pay:
on the first € 3,000. - 15%
on the excess up to € 6,000 - 10%
on the excess up to € 15,000 - 8%
on the excess up to € 60,000 - 5%
on the excess, 3%
Article 9 – Termination of the agreement
9.1 The claims by Poly towards the counterparty are immediately payable in the following cases:
- if, after concluding the agreement, Poly
is informed of well-founded circumstances that lead Poly to fear that counterparty will not fulfil its obligations;
- if Poly, when concluding the agreement, has requested the counterparty to provide security for the fulfilment of these obligations, and this security has not yet been paid or is inadequate.
In the aforementioned cases, Poly is entitled to suspend the continued performance of the agreement, or to annul the agreement, without this in any way prejudicing the right of Poly to claim compensation.
Article 10 – Liability
10.1 Poly is only liable towards the counterparty up to the amount that is eligible for payment in the aforementioned cases via the third party insurance.
Article 11 - Settlement of disputes
11.1 By way of derogation from the legal requirements for the civil courts, every dispute between the counterparty and Poly shall, in the event of the court having jurisdiction, be settled by the Law Courts in Zwolle. However, Poly is also entitled to take legal proceedings against the counterparty in a competent court of law in accordance with the law or the applicable international treaty.
Article 12 - Applicable law
12.1 Every agreement between Poly and the counterparty shall be governed by Dutch law.
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