Algemene voorwaarden
General Terms and Conditions of Sale
Zovea and any of its affiliated companies that declares these General Terms and Conditions of Sale applicable are individually and collectively referred to as “Zovea”, registered with the Chamber of Commerce with number 89135350.
1. Applicability
All offers, quotations and agreements with Zovea, either oral or written, regarding the purchase and sale of goods and/or services, either supplied by or on behalf of Zovea “Contracts”) are exclusively subject to these General Terms and Conditions of Sale (“Conditions”). For the purposes of these Conditions “Purchaser” will mean any natural person or legal entity with which or whom Zovea enters into a Contract or negotiates on the conclusion of a Contract regarding the sale of goods and/or services.
The applicability of other (general) terms and conditions of Purchaser is expressly dismissed, also if such terms and conditions have been referred to or have been declared applicable in the past.
In the event of inconsistency between a Contract entered into by Zovea and these Conditions, the provisions of the Contract in question prevail.
Deviations from these Conditions may be agreed only in writing and shall apply only when expressly confirmed to Purchaser in writing or signed by Zovea duly authorised representative.
Zovea reserves the right to amend these Conditions at any time. Such amendments enter into force fourteen days after notice to the supplier from Zovea.
The nullity of any provision in these Conditions will not result in these Conditions being null and void in its entirety. The null or invalid provision will be replaced by a suitable provision that approximates as closely as possible the parties’ intention and the economic result pursued by them in a legally effective manner.
2. Offers, Orders and Conclusion of Contract
Unless explicitly agreed otherwise, orders shall be placed by submitting the applicable purchase order document from the Purchaser. In absence of such document, the Purchaser may place orders by e-mail or otherwise in writing. Orders will be processed during business days. The minimum order value shall be EUR €5.000,- excluding VAT. Orders of a lower value are only placed validly if explicitly confirmed in advance in writing by a duly authorised representative of Zovea. Such a lower order value shall be subject to a surcharge. The placing of an order shall be deemed acceptance of these Conditions.
A Contract with Zovea is concluded only if Zovea has confirmed the Purchaser’s order through a written confirmation of engagement, such as a sales order confirmation or invoice document generated and provided to Purchaser by Zovea (by e-mail or otherwise). Objections to the content of a confirmation must be submitted in writing no later than two days following receipt, in the absence of which the recipient shall be considered to have agreed to the content of the confirmation.
The content of a Contract between the parties is determined exclusively by the relevant statements in the order confirmation, agreements as stipulated in article 1(4) of these Conditions and the provisions of these Conditions.
For any agreement, delivery and engagement for which Zovea has not issued a written confirmation of engagement, the invoice or delivery note sent by Zovea shall at the same time be regarded as confirmation of engagement, which shall also be considered to reflect the Contract accurately and fully.
The samples, designs, specifications, materials, packaging and other information provided by Zovea in an offer are not binding upon Zovea. Zovea reserves the right to vary designs, specifications, materials, packaging and other information, and modify the products and/or services (to be) supplied without prior notice.
An order that has been confirmed by Zovea as specified in article 2(2) of these Conditions may only be cancelled by Purchaser with due observance of a reasonable period of notice, with Zovea’ prior written consent, and on terms which fully indemnify Zoveaagainst all loss (including loss of profit), costs, damages, charges and expenses (to be) incurred by Zovea as a result of the cancellation, to be solely determined by Zovea
3. Prices
Prices indicated on quotations and price lists of Zovea are net sales prices in euro and do not include VAT, import duties, packaging costs, transport costs, charges and other costs, unless explicitly stipulated otherwise in the Contract or on the quotation or price list concerned.
In the event of changes to rates and/or other factors that determine prices, such as exchange rates, wages, taxes, import and export duties, expenses, freights and similar changes after a Contract is concluded, Zovea shall in all cases be entitled to adjust the rates or prices in accordance with and with regard to the mandatory provisions in this case, regardless of whether Zovea could have foreseen the change at the time of the offer or the order. Zovea shall provide the Purchaser with advance notice of such price change.
A price change as stipulated in the previous paragraph does not entitle the Purchaser to cancel, terminate or dissolve the Contract in any way, unless the change amounts to 10% or more of the total order price, without the right to damages or compensation of any kind.
The rates in quotations and price lists are based on delivery ‘FCA’ according to the Incoterms valid on the date of the quotation. In case of any difference between the prices provided in the sales invoice and other documents, the prices provided in the sales invoice are binding. Leaflets, price lists or other promotional materials issued by Zovea are merely indicative and not binding to Zovea
4. Payment
Payment of invoices is due within 7 (seven) days of the invoice date, unless explicitly stipulated otherwise in the Contract or agreed otherwise in writing. Payment is to be deposited or transferred to a bank or giro account indicated by Zovea in euros, unless agreed otherwise in writing. The settlement date indicated on the bank/giro statements of Zovea shall be decisive in determining the date of payment.
The term for complaints regarding any invoice sent by Zovea amounts to 2 (two) business days. If no written complaint is filed against the invoice within that term, the invoice is deemed to correctly represent the underlying transaction with Zovea. The Purchaser is not entitled to any suspension or settlement.
If the amount due according to the invoice is not paid on time, the Purchaser shall be in default without any demand or prior notice of default being required, and Zovea may in its absolute discretion charge interest on the amount unpaid on a daily basis at the rate of 2% per month from the due date until payment is made in full.
Claims of Zovea against the Purchaser, on any ground whatsoever, are in any case payable immediately and in full and without any notice of default or announcement in the following cases: if the Purchaser has been declared bankrupt or has applied for bankruptcy or a suspension of payments; if the Purchaser requests a debt rescheduling arrangement or is declared subject to a debt rescheduling arrangement or has requested to be placed in receivership; if any of its products have been seized; if the managing director and/or legal representative of the Purchaser dies, is being wound up or states that he will discontinue or has discontinued his operations; or upon the transfer of his business or part thereof, including merging the company with one that is to be established or already exists, or (partial) transfer of control of the company.
In the cases mentioned above, Zovea is entitled to suspend without any notice of default or judicial intervention all current agreements between the Purchaser and Zovea, or to demand payment in cash for these, or to dissolve agreements entirely or in part, as well as to retrieve products supplied immediately, without Zovea being required to provide any compensation for damages or guarantee, and without prejudice to its other rights, such as the right to compensation for damages.
Zovea may at any time settle any amount that is due on demand or otherwise against any amounts owed by the Purchaser or its affiliated undertakings. Zovea shall in any case be entitled to stipulate a partial payment in advance, a personal security, or security according to property law from Purchaser, at the discretion of Zovea. If and as long as Purchaser refuses or is unable to provide such security, Zovea shall be entitled to suspend fulfilling its obligations or to terminate agreement(s) immediately, without being required to provide damages or compensation of any kind.
All actual legal and other costs incurred byZovea, arising from or relating to incorrect or untimely fulfilment of obligations by the Purchaser, shall be entirely at the expense of the Purchaser. Legal costs are explicitly not limited to the assessed court costs but shall be entirely at the expense of the Purchaser if the ruling is largely against the Purchaser. Any payment from Purchaser first serves to settle all interest, fines and costs owed and subsequently all payable invoices that have been outstanding the longest, regardless of the description given by Purchaser.
5. Delivery, Delivery Times and Delivery Risk
Purchaser is obligated to accept delivery of the products offered by Zovea at the moment and at the location as agreed upon. Refusal of any delivery without a justified reason as stipulated in the Conditions or the Contract may lead to additional costs which are solely for the account and risk of the Purchaser.
Delivery shall take place in line with the Incoterms as stipulated in the Contract. If no Incoterm has been specified, delivery shall take place FCA according to the latest version of the Incoterms.
Zovea shall notify the Purchaser in writing when the products are ready to be delivered. The Purchaser is then required to take (or arrange for) receipt of the products within the period mentioned in the Contract or, in absence thereof, within five (5) business days after the aforementioned written confirmation. Purchaser may request a longer period, which shall be granted by Zovea insofar as the request is reasonable according to Zovea
If the Purchaser does not collect the products before the expiry of the term of delivery and/or refuses the products, the products shall be considered to be delivered and Zovea shall send the Purchaser an invoice for such delivery and storage. Following expiration of the agreed term of delivery, Zovea shall be entitled to store the products at the expense and risk of Purchaser. The method of packaging shall, in the absence of any additional written agreement, be determined by Zovea.
Stated delivery times are never to be regarded as strict deadlines for Zovea, unless explicitly agreed otherwise in writing. The delivery time shall commence only after the Contract has been concluded, Zovea is in possession of all necessary data and materials, and any payment required from the Purchaser upon concluding the agreement has been made.
In case any product will be delivered to an address provided by Purchaser, Purchaser shall be obliged to immediately accept the delivery of the products. Purchaser shall ensure an adequate and accessible loading and unloading place and the shortest waiting time.
Zoveais entitled to deliver the products in batches, whereby each partial delivery may be invoiced separately. Zovea is entitled to combine various orders of Purchaser in one delivery.
Zovea does not provide any goods or products on a return basis. As an exception, only defective or incorrectly delivered products can be returned, under the following conditions: (a) the products have not been put on the market; (b) the original packaging is unopened and undamaged; (c) the inspection and complaint requirements under article 6.1 are met; (d) the products are returned at the location indicated by Zovea, at Purchaser’s expense, within 5 business days after delivery in the Netherlands or 8 business days after delivery outside the Netherlands for incorrectly delivered products, or under the terms specified in article 6.3 for defective products; (e) the required storage conditions have been met and the return is accompanied by a report with all relevant storage data including temperatures; (f) the return is accompanied by a Zovea return form and a copy of the delivery document; and (g) the products are accepted by Zoveaafter inspection. Any other return, for credit or replacement, will not be accepted without prior written confirmation by a duly authorised representative of Zovea
6. Custom Duties
The following provisions shall apply in cases where the goods supplied by Zovea are, at the time of sale, Non-Union goods which have not been released into free circulation and will be shipped under a customs transit document (T1). The Purchaser acknowledges that such goods are subject to specific customs and fiscal obligations and agrees that the terms set out below shall govern the rights and obligations of both parties in relation to the supply and sale of such goods.
Zoveashall provide the goods accompanied by a valid customs transit document (T1) and a correctly submitted export declaration (EX1), as well as maintain appropriate administrative documentation demonstrating that the goods have left the Union or been brought under the customs transit procedure.
Purchaser shall bear full responsibility for compliance with all applicable customs and tax regulations related to the proper closure of the customs transit procedure, and shall ensure the relevant administrative, legal and logistical actions to close the procedure in a timely and correct manner. Zoveashall not be liable for any non-compliance by the Purchaser or third parties acting on the Purchaser’s behalf.
If applicable, Purchaser shall bear full responsibility for arranging customs clearance of the goods in the country of destination within the prescribed timeframe and shall provide Zovea at first request with written evidence of such completion without delay. This includes obtaining necessary permits, fulfilling import requirements and settling any duties or taxes due.
If the customs transit procedure is not properly closed and/or the goods are not cleared through customs, resulting in import duties, VAT, fines or any other levies being imposed by any customs authority, the Purchaser shall be fully liable for and shall reimburse such costs to Zovea upon first request. This obligation includes direct and indirect costs, fees, duties, penalties and administrative charges incurred in connection with the relevant customs or export formalities.
Purchaser expressly indemnifies and holds Zovea harmless from any claims or penalties issued by customs authorities due to failure to timely, correctly, completely and auditably close the customs transit procedure or to carry out the required customs clearance. This clause shall remain in effect regardless of the time elapsed since the delivery of the goods and shall survive any possible termination or expiration of the agreement.
7. Inspection and Complaints
Purchaser is required to inspect the quality and quantity of the products immediately after delivery. Any defects relating to the quality or quantity of the packaging are to be reported in writing within 48 hours after delivery, listing the precise nature and scope of the complaints, including pictures. Other complaints regarding delivered products must in any case reach Zovea within 3 business days after delivery. Complaints regarding part of the delivered goods cannot constitute grounds for rejection of the entire batch, unless the batch cannot reasonably be deemed usable. Without any written notice, the Purchaser shall be considered to have approved the products delivered and complaints shall no longer be accepted.
Except if evidence is provided to the contrary, Zovea shall regard the quantities indicated on the consignment notes or other delivery documents as accurate.
The Purchaser is required to return allegedly defective products to Zovea within five business days after sending the complaint, at its own expense and risk, packaged in the same manner as delivered, unless explicitly stated otherwise in writing by Zovea
Submitting a complaint shall never be a ground for suspending or settling payment obligations toward Zovea or for dissolving Contract(s). An investigation by Zovea does not imply an acknowledgement of liability.
After discovering any defect, the Purchaser may no longer use or sell the product without written permission from Zovea. Should Purchaser do so nonetheless, Purchaser shall be liable for all charges and costs arising from the defect, including but not limited to costs for repair and maintenance.
If a complaint is deemed justified by Zovea, Zovea shall at its discretion supply substitute products or credit the amounts invoiced. Zovea shall not be required to perform other services or to pay compensation for damages, nor to supply substitute products or reimburse the invoice value if the defective products have not been provided to Zovea on time or the Purchaser has not strictly observed the standards, guidelines and instructions for storing the products.
Purchaser undertakes to inform Zovea in writing and without delay in case of any customer complaints in relation to Purchaser or Zoveaproducts and to deal with such complaints accordingly.
8. Obligations of the Purchaser in General
The Purchaser guarantees that it shall refrain from making negative statements about the name, brands and products of Zovea For each violation of this obligation, the Purchaser shall pay a penalty of €5.000 (five thousand euros) and shall accept that Zovea has the right to cancel or dissolve concluded Contract(s) and/or to exclude the Purchaser from additional delivery of products, all without prejudice to the right of Zovea to demand compliance together with compensation for damages.
9. Retention of Title and Transfer of Ownership
All products to be and already supplied by Zovea shall remain the exclusive property of Zovea until the Purchaser has fulfilled its obligations toward Zovea with respect to the corresponding products supplied, as well as regarding any future claims by Zovea against the Purchaser due to failure by the Purchaser to fulfil its commitments.
The Purchaser is not entitled to encumber the products in any way, whether by limiting the right to security or enjoyment or by removing them in any other way from recovery by Zovea until ownership has been transferred.
As long as the products remain the property of Zovea, the Purchaser shall immediately provide Zovea with information about the location of the products at all times upon request and provide Zovea with an opportunity to view and inspect them.
The Purchaser is required to treat products supplied subject to retention of title with care and to retain them as identifiably the property of Zoveauntil ownership has been transferred. The Purchaser undertakes neither to remove, cover nor destroy any label or marking affixed to the products for the purpose of identifying them as Zovea products.
The Purchaser shall accept the risks, liabilities and charges with regard to items subject to retention of title and is required to insure the products at its own expense against damage by fire, explosion and water, additional damage or destruction for any reason, as well as against theft, and to present the relevant policies to Zovea for review at its first request.
If the Purchaser is negligent in complying with its payment obligations to Zovea or if Zovea has reason to fear that Purchaser will fail to fulfil these obligations, Zoveashall be entitled to retrieve the products immediately, without prejudice to the right to compensation for damages. After retrieval, the Purchaser shall be credited for the market value, which under no circumstances may exceed the original purchase price, less the cost of retrieval and any damages suffered by Zovea.
If Zoveawishes to reclaim any product as its property, Purchaser shall indicate where the products are located and shall grant Zovea access at any time to its sites and/or buildings to inspect the products and/or to enforce its rights. If the Purchaser makes a new item from products supplied by Zovea that are subject to retention of title, the Purchaser does so at the instructions of Zovea and will hold the new item for Zovea.
Purchaser shall immediately inform Zovea of any measures (such as a seizure) by third parties related to the products supplied subject to retention of title. The Purchaser shall be liable for any costs arising from any necessary intervention on the part of Zovea in order to secure its rights.
10. Liability and Indemnification
Except in cases of intent or recklessness on its own part or its supervisors, Zovea is not liable for any damages of any nature suffered by the Purchaser, its employees or any third party as a consequence of the products or services supplied by Zoveanot being fit for their purpose or being defective, or for damages resulting from advice from Zoveaconcerning those products, as well as for damages arising from untimely, incorrect or incomplete delivery of the products concerned.
In the event that it is established by law that Zovea is liable for such damages, any subsequent compensation shall only concern direct damages and shall in no event exceed the amount that its insurance would pay out or, if there is no insurance cover for whatever reason, the invoice value of the products provided in relation to the liability. These provisions concern both the contractual and non-contractual liability of Zovea, including product liability.
Purchaser shall indemnify and hold Zovea harmless from any loss or damage resulting from a breach by Purchaser, including its directors, officers, employees, sub-contractors and agents, of the Contract, these Conditions and/or any applicable law or regulation. Purchaser shall indemnify Zovea from any claims of third parties concerning damages for which Zovea has excluded and/or limited liability toward Purchaser.
11. Intellectual and/or Industrial Property Rights
All intellectual and/or industrial property rights of Zovea in respect of the products, regarding texts, descriptions, data and other publicity materials, trade names and brand names, etc., shall be retained by Zovea. The Purchaser agrees not to violate or infringe upon these rights in any way, directly or indirectly, and acknowledges Zoveaas the entitled party. The Purchaser must immediately inform Zoveaof any infringement of Zovea’ intellectual property rights by third parties and must assist Zovea at its request in defending those rights.
No representation, warranty or indemnity is given by Zovea that the products do not infringe any patents, trademarks, registered designs or other intellectual property rights. Zovea expressly reserves its copyright, trademark, registered design or unregistered design and any other intellectual property right relating to any product supplied to Purchaser.
12. Force Majeure
The Purchaser must immediately inform Zovea in writing of any event of force majeure on its part, stating the reason for the force majeure.
Force majeure on the part of Zoveashall in any case entail any circumstance beyond its control that impedes fulfilment of the obligations to which these Conditions apply, permanently or temporarily. This includes, but is not limited to: bans on transport, import and/or export, industrial actions, sit-down strikes, absenteeism due to sickness of staff, transport problems, turmoil, acts of war, fires, water damage, defective machinery, interruptions in the power supply, government measures (including import and export restrictions), sales prohibitions, and breach of contract by the suppliers of Zovea that renders Zovea unable to fulfil its obligations toward Purchaser.
If in the view of Zovea the force majeure is temporary, it is entitled to suspend carrying out the Contract until the circumstance causing the force majeure no longer occurs. If in the view of Zovea the force majeure is permanent, it is entitled without any judicial intervention to adapt the Contract, to dissolve it entirely or in part, or to cancel it immediately, without being required to provide any compensation for damages to the Purchaser.
If Zovea has already fulfilled part of the agreed obligations at the start of the force majeure situation, it shall be entitled to invoice the activities performed separately and the Purchaser is required to pay this invoice as if it concerned a separate transaction.
13. Default/Dissolution
Zovea shall be entitled, by the simple occurrence of the circumstances below and without any warning, notice of default or judicial intervention being required, to dissolve the Contract entirely or in part and to reclaim what was supplied as its property, and/or to demand full payment of any amount that the Purchaser owes Zovea, all without prejudice to the right of Zovea to compensation for damages, if: the products are not taken in time as of fourteen days after the expiry of the term of delivery; the Purchaser fails to comply with any obligation toward Zovea within a period of twenty (20) days after receipt of written notice to remedy the breach; the Purchaser is declared bankrupt or applies for suspension of payments; the Purchaser requests a debt rescheduling arrangement; all or part of the Purchaser’s assets are seized; the Purchaser proves to be insufficiently creditworthy in the opinion of Zovea; the company of the Purchaser is dissolved or wound up; or the Purchaser ceases or transfers its operations without having fulfilled all obligations toward Zovea.
14. Notice
In the event that a Contract is concluded for a definite or indefinite period, Zovea shall in all cases be entitled to give notice for any reason, subject to a reasonable notice period. In no event shall Zovea be liable for any damages or compensation.
15. Settlement
Zovea shall in any event be entitled to settle Purchaser’s monetary claims against Zovea against claims from Zovea and/or undertakings that are in any way affiliated with Zovea. If Purchaser is in any way part of a group of undertakings, Purchaser shall also be considered to represent all undertakings belonging to that group.
16. Implementation by Third Parties / Transfer of Rights
Zovea shall be entitled to have products supplied and services performed by third parties in the performance of a Contract. Zovea may at any time transfer its rights and/or duties arising from the Contract(s) with the Purchaser entirely or in part to a third party or third parties, or offer them as security, for which the Purchaser already grants permission in such an event. The Purchaser is not authorised to do the same within the meaning of Article 3:83 of the Dutch Civil Code.
17. Compliance
Upon Zovea written request, Purchaser shall carry out all inspections and anything deemed necessary for any investigation as mandated by Zovea and/or a regulatory authority. Purchaser shall bear the costs of such inspections and activities.
Purchaser shall adequately record and follow up on any adverse events relating to the use of the products that are brought to its attention and shall without undue delay notify Zovea in writing of such adverse events. Purchaser shall maintain all regulatory approvals and licenses required to (re)sell the products supplied by Zovea
18. Applicable Law and Jurisdiction
All agreements concluded with Zoveato which these Conditions apply are exclusively subject to Dutch law. The United Nations Conventions on Contracts for the International Sale of Goods and similar conventions are not applicable. Any disputes arising from the agreements concluded between Zovea and the Purchaser, including these Conditions, will be settled exclusively by the competent court of Amsterdam, the Netherlands.