General Terms and Conditions

All agreements with Heereco BV shall be subject to the General Terms and Conditions, filed with the Chamber of Commerce (under no. 53506480) in Eindhoven. Some of the General Terms and Conditions applicable are as follows:

Clause 6: Right of retention of title

1. Goods supplied by Heereco BV shall remain its property until all its claims against the purchaser under agreements concluded between the parties, including interest and costs, are paid in full.

2. Goods supplied By Heereco BV that are subject to the right of retention of title as per Clause 6.1, may only be sold in the ordinary course of business.

3. If third parties wish to establish or exercise any right to the goods delivered under the right of retention, the purchaser shall be bound to notify Heereco BV concerning the same as soon as may reasonably be expected.

4. The purchaser shall, within reasonable limits, cooperate with all measures that Heereco BV may undertake to protect its ownership rights on the goods supplied.

Clause 7: Force Majeure

1. The delivery and other obligations of Heereco BV shall be suspended in case of force majeure. The obligations shall be revived when fulfilment of the obligations is reasonably possible again. Force majeure shall mean and include unforeseen circumstances relating to persons and/or materials that Heereco BV employs or is used to employing for the execution of the contract, which are of such nature that the execution of the contract is thereby rendered impossible or inconvenient and/or disproportionately expensive to such an extent that fulfilment of the contract can no longer reasonably be required.

2. If in case of force majeure, Heereco BV has already partially fulfilled its obligations or is only partially able to fulfil its obligations, it shall have the right to raise a separate invoice on the purchaser for the part already delivered or deliverable, in which case the purchaser shall be bound to pay such invoice as if it were a separate contract.

Clause 8: Obligations of the purchaser

1. In case of delivery by Heereco BV (as per Clause 3.2), the purchaser shall inspect the goods delivered in the presence of the driver. During such inspection, the purchaser must verify that the goods delivered conform to the agreement, namely:

a. whether the correct goods have been delivered;

b. whether the goods delivered satisfy the quality requirements that may be applicable in respect of normal use and/or of trade purposes;

c. whether the delivered goods conform to the agreement in terms of quantity (number of units, quantity, weight) If the shortcoming is less than 10 % of the total amount, the purchaser shall be bound to fully accept the goods delivered subject to an proportionate reduction in the price.

2. If the delivery is made on the sales premises (as per Clause 3) the purchaser must immediately inspect the goods as per sub-clause 1.

3. If the goods are delivered to a third party, who keeps them for the purchaser, the purchaser shall be bound to carry out the inspection  as per Clause 1 above, or commission the same to be carried out, on the date of delivery.

4. If the purchaser wishes to lodge a complaint, he is bound to notify Heereco BV of the same as soon as possible after the discovery of the shortcoming or after the purchaser should reasonably have discovered the shortcoming, but in no case later than 4 hours after delivery. Such notification, if made orally, should be confirmed in writing to Heereco BV directly.

5. The goods must be present in their entirety, and the purchaser must provide Heereco BV with an opportunity to inspect the goods.

6. The purchaser is bound at all times to take all due care of the goods.

7. If a complaint has been made in time, and the goods are not in conformity with the agreement, the returned goods shall be credited at the discretion of Heereco BV, provided the goods supplied are duly returned. Heereco BV is not bound under any obligation, in particular, an obligation to pay damages.

Clause 9: Liability of Heereco BV

Heereco BV shall, except in the case of force majeure, only be liable for loss and/or damage if the non-fulfilment or late fulfilment was caused intentionally or through gross negligence by Heereco BV or by its subordinates, and shall be limited to the maximum of the invoice value of the goods.

Clause 10: Packaging

1. The packaging supplied by Heereco BV, including pallets, crates and boxes, on which a deposit is charged, shall be accepted back at the invoice price applicable at the time of such return, wherever applicable together with a fixed packaging fee in accordance with the regulations applicable to the same.

2. When BV Heereco returns the packaging, the packaging must be kept ready for transport in time, duly sorted.

3. The packaging not supplied by Heereco BV shall only be taken back insofar as Heereco BV also sells the products as part of its own product range.

Clause 11: Payment

1. Payment for the goods supplied must be made within two weeks of the date of the invoice relating to the delivery made, unless a deviation from this rule is made through agreement in writing.

2. All payments of outstanding invoices shall be deemed to have been made to settle the oldest outstanding items.

3. Set-off against any claim that the purchaser has or believes that he has, shall not be permitted unless Heereco BV has sent the purchaser a credit note, or the court orders the payment of a sum of money to the purchaser.

4. On the expiry of the period mentioned in Clause 11.1, the purchaser shall be liable to pay a penalty interest of 1% per month, without prejudice to the right of Heereco BV to statutory compensation.

5. In case of total or partial non-payment of an amount due, a suspension of payments, and if after the conclusion of the agreement, reasonable doubt arises concerning the proper performance by the purchaser of his obligations, the purchaser shall be bound to make advance payment or to furnish security, on first request being made for the same. Failure to fulfil these obligations shall be deemed to be a breach of contract and shall give Heereco BV the right to terminate the agreement in whole or in part, without the need for judicial intervention or the issue a notice of default, in which connection, Heereco BV shall have the right to damage compensation that shall at least be equal to the amount that the purchaser was liable to pay Heereco BV under the agreement.

The entire list of the General Terms and Conditions is available on request from the Chamber of Commerce (under no. 53506480) in Eindhoven.