At all offers and agreements of Hanwel B.V. the General Conditions of Hanwel B.V. applicable.
Registered with the Chamber of Commerce in Enschede
on November 10, 1995 under entry number 06034296.
These general terns are applicable to all legally valid relations between
Hanwel B.V. and another party by virtue of an agreement or
otherwise. Application of (any) general terms used or appealed to by
the other party are explicitly excluded.
All offers, made in whatever fonn, shall be without obligation during
a maximum period of 3 months, unless there is unambiguous proof to
the contrary. Hanwel B.V. shall not be bound until a written confinnation
of the order has been issued by Hanwel B.V. Any agreements
or promises in advance, which have not been made or accepted
by Hanwel B.V. in writing shall thereby be cancelled. Agreements
and/or promises made by or on behalf of Hanwel B.V. after the confirmation
of the order shall not be binding until they have been confinned
in writing. All information/data provided with the offer shall
remain the (intellectual) property of Hanwel B.V. and shall be returned
at the first request to that purpose. If no offer casu quo confirmation
of the order is sent, the invoice is also to be regarded as a confinnation
of the order. Any agreement is concluded under the contingent
condition that the other party – exclusively at our discretion –
proves to be sufficiently worthy of credit for an equal compliance with
The price is based on the prices, rates of exchange, wages, taxes, duties,
charges, freight costs etc. applicable at the moment of concluding
the agreement. Quotations are exclusive of value added tax and any
possible other taxes imposed by the public authorities. In the event of
an increase of any of the above-mentioned occurring within three
months afterthe agreement has been concluded, Hanwel B.V. shall be
entitled to increase the prices agreed upon accordingly. In such a case
the other party shall be authorized to cancel the agreement. The right
to alter the prices agreed upon shall continue to exist even if the increase
occurs as a result of circumstances to be foreseen at the time of
concluding the agreement, all this in compliance with the legal provisions
applicable to the agreement in question. In connection with Article
2 the prices quoted shall only be binding if there is unambiguous
proof of such an intention. In all other cases they are to be regarded as
price indications without obligation.
- DELIVERY AND TIME OF DELIVERY
Unless otherwise agreed upon, delivery shall take place ex-factory/
warehouse. The tenns of delivery stated in offers, order confinnations
and/or agreements are stated to the best of our knowledge and shall be
adhered to as much as possible; however, they shall not be binding. If
these tenns are exceeded, through any cause whatsoever, by a period
shorter than three months at most, this fact shall never give the other
party the right to claim damages, cancellation of the agreement or
non-fulfilment of any obligation on his part ensuing from the agreement,
unless parties have agreed upon a delivery deadline in writing,
which they have specified as such. When the goods sold have not been
accepted by the other party after expiry of the date of delivery, they
shall be stored at his disposal, expense and risk. After a period of 4
weeks we shall be entitled to (private) sale of these goods. Any possible
lower proceeds and expenses shall be for the account of the other
party, without prejudice to our other rights. Hanwel B.V. is entitled to
deliver in parts (partial deliveries), which can be invoiced separately.
- FORCE MAJEURE
In the event of facts or circumstances, whether or not resulting in force
majeure, complicating the fulfilment of the obligations of parties to
such an extent that it is to be assumed that parties would not have concluded
the agreement in question under such or (apl?roximately) similar
circumstances, the obligations concerned shall be suspended on
both sides. If this situation has continued for more than three months,
both parties shall be entitled to terminate the agreement in writing
within a period of three months after this tenn. The part of the agreement
which has already been executed shall be settled proportionately,
without any other obligations among parties. Force majeure is at any
rate understood to include: strike, excessive absenteeism among our
personnel, transport problems, fire, government measures, including
import and export prohibitions, quota restrictions and interruptions of
work at our company casu quo our suppliers, as well as a shortcoming
– whether or not imputable – on the part of our suppliers due to which
we cannot meet our obligations towards the other party (any longer).
We shall also be entitled to appeal to force majeure if the circumstance
causing the force majeure occurs after our perfonnance should have
Complaints about immediately visible defects shall be notified by the
other party to Hanwel B.V. by registered letter, specifying the details
of the defect as accurately as possible, within eight days after delivery
or after execution of the services in question, at least within a practicable
period of time after he has or should reasonably have discovered
the defect; if this tenn is exceeded, any claim against Hanwel
B.V. shall be cancelled. The fact that a complaint has been lodged
shall never relieve the other party from his obligations of payment.
7 .1. All payments shall be made within thirty days after the invoice date,
unless otherwise agreed upon in writing.
7.2. lf the other party fails to pay within the tenn of thirty days, he shall be
in default from the date of maturity and shall owe Hanwel B.V. an interest
for delay amounting to 1.5% per (part of a) month, or, if the
amount of the legal interest plus 3% is higher than 1.5% per month,
the legal interest increased by 3% per month on the total amount payable.
7.3. All reasonable collecting charges incurred by Hanwel B.V” including
all costs of external experts, apart from any costs possibly detennined
in court, shall be for the account of the other party. The collecting
charges out of court shall be fixed in accordance with the collecting
rates of the Dutch Bar applicable at the moment of collection, with a
minimum off 250.-.
7.4. Any payment made by the other party shall primarily serve as settlement
of the interest owed by him as well as of the collecting charges
and/or administrative expenses incurred by us and shall subsequently
be deducted from the longest outstanding claim.
- RETENTION OF TITLE.
8.1. As long as the other party has not fully complied with the obligations
he has by virtue of the agreement(s) concluded with Han wel B.V. with
respect to the goods to be supplied or the work to be executed, all the
goods, either processed or unprocessed, shall remain the property of
Hanwel B. V” until the obligations of payment concerned have been
fully met. lf Hanwel B.V. executes work for the other party within the
framework of the aforesaid agreements and payable by the other party,
the aforesaid retention of title shall apply until the other party has also
paid these claims of Han wel B.V. Retention of title shall also apply to
any claims that Hanwel B.V. might acquire against the other party on
account of failure by the other party to meet one or more of his obligations
towards Hanwel B.V.
8.2. As long as ownership of the goods delivered has not been transferred
to the other party, he shall not be allowed to pledge these goods or to
give third parties any other claim to them besides sale within the
framework of normal business operations.
8.3. In advance Hanwel B.V. hereby reserves rights oflien, as referred to in
Article 3 :237 Dutch Civil Code, on goods delivered of which the ownership
has been transferred to the other party as a result of payment
and which are still in the possession of the other party, to the
greater security of claims other than those laid down in Article 3:92
paragraph 2 Dutch Civil Code, which Han wel B, V. might have against
the other party on whatever account.
8.4. The other party is obliged to store the goods supplied under retention
of title with the necessary caution and recognizable as being the property
of Hanwel B.V. During the period of retention of title the other
party is obliged to insure the goods against fire-, explosion- and water
damage as well as against theft, and to submit the policies of these
insurances to Hanwel B.V. for their inspection at their first request
thereto. All claims of the other party against the insurers of the goods
on account of the insurances mentioned shall be pledged to Hanwel
B.V. by the other party as soon as Hanwel B.V. should desire so, in the
manner referred to in Article 3:239 Dutch Civil Code, to the greater
security of the claim of Hanwel B.V. against the other party.
8.5. In the event of the other party’s failure to pay, Hanwel B.V. shall be
entitled, without any notice of default being required, to take the
goods back, without prejudice to its possible claims to cancellation,
fulfilment or (full) compensation.
Regardless of the agreements made between Hanwel B.V. and the
other party with respect to transport costs and insurances, the goods
shall remain at the risk of Hanwel B.V. until the point of time when
the power of disposing of them has actually been transferred to the
other party or an authorized agent appointed by him. If no further details
have been provided by the other party, the mode of transport, despatch,
packing and the like shall be determined by us with due diligence,
without accepting any liability for it. Transport of the goods
shall invariably be at the expense and risk of the other party, even if
the transporters should claim the existence of a clause in the consignment
notes, transport addresses and the like, stating that all transport
damage is at the expense of sender.
10.1. Hanwel B.V. shall not be liable for darnage through any cause whatsoever
arisen on the part of the other party or a third party in connection
with the goods or services supplied by Hanwel B.V., including consequential
damage to moveable or immoveable property, or damage
caused by inexpert use of the goods supplied or use for ·a purpose
other than the one they are suitable for according to objective standards,
unless this damage has been caused deliberately or by gross negligence
on the part of the Board of Directors and/or managers of
Han wel B.V. or of persons for whom Hanwel B.V. is obliged to accept
10.2. If the exoneration clause defined in Article 10.1 should be deemed
unreasonably onerous in any instance, Hanwel B.V. shall only have
limited liability for the damage referred to in the preceding paragraph.
This liability is limited to an amount not exceeding the amount
charged casu quo to be charged by Han wel B.V. by virtue of the agreement
concluded with the other party and exclusively in sofar as it concerns
damage for which Hanwel B.V. is to blame, or persons for
whom Hanwel B.V. is obliged to accept liability.
10.3. If the exoneration clause defined in Article 10.2 should also be
deemed unreasonably onerous in any instance, the liability of Hanwel
B.V. shall be limited to the amount insured by the liability insurance
of Hanwel B.V. If required, the amount for which Hanwel B.V. is
insured will be made known.
10.4. The obligations of Hanwel B.V. referred to above shall only apply
when the other party has notified Hanwel B.V. of the shortcoming in
question, including possible tort, within a practicable period of time
after discovery of it.
10.5. Any liability on account of shortcomings, including possible tort or
defects, other than those referring to damage as a result of death,
bodily harm or reduction in value due to business damage shall be excluded.
As examples we mention: liability due to exceeding the terms
of delivery, due to interruption(s) in a production or distribution
process or in an administrative organization, due to loss of or damage
to data carriers or data files, damage due to an infringement of rights
of intellectual ownership and all forms of so-called consequential
10.6. The provisions in this Article shall also apply for the benefit or in favour
of all (corporate) persons employed by Hanwel B.V. in its relations
with the other party.
10.7. The other party shall indemnify Hanwel B.V. against all claims by
third parties with respect to damage which by virtue of the provisions
of this Article would remain at the expense of the other party, if the
third party in question were to hold the other party liable.
11.1. Goods supplied or made available by Hanwel B.V. which prove to be
defective in consequence of causes other than those which are at the
expense of the other party, to be proved by the other party, will be
repaired or replaced by Hanwel B.V. – at its discretion – free of charge.
The costs of (dis)assembly of an item, necessary to ascertain any
defect to goods supplied or made available by Hanwel B.V., shall be at
buyer’s expense. The same applies mutatis mutandis to services
provided by Hanwel B.V.
11.2. The replaced item or components shall be the property of Hanwel
B.V. In sofar as deficiency of the item supplied or made available or of
the service(s) executed entails an infringement of any right of intellectual
property, Hanwel B.V. will be able to comply with the obligation
defined in this Article by removing the objection in question, by
taking the item in question back, or by cancellation of the services in
question, in the last two cases against a refund of the sum paid for
having made them available.
11.3. The obligation referred to in this Article shall only apply when the
other party has properly notified Hanwel B.V. of the deficiency or
defect within a practicable period of time after the discovery thereof.
Unless otherwise agreed upon, the obligation of guarantee shall terminate
six months after the date on which the item in question has been
delivered casu quo the service in question has been executed. Any possible
claims to guarantee shall exclusively apply to the other party
under contract with Hanwel B.V. They shall at any rate terminate in
the event of theft by the other party of the goods supplied.
11.4. The obligation of guarantee of Hanwel B.V. shall be null and void if
the other party itself executes alterations in or repairs to the goods
supplied or instructs third parties to do so, or if the goods supplied are
used for purposes other than the regular ones, or if they are otherwise
inexpertly used or maintained.
11.5. In connection with the provisions in the preceding Article, any further
liability of Hanwel B.V. is excluded. Compliance with the obligations
of guarantee by Hanwel B.V. shall apply as sole and full compensation.
11.6. If the other party fails to comply with one or more obligations ensuing
from the agreement existing between parties, Hanwel B.V. shall be
entitled to suspend the fulfilment of its obligation of guarantee or of
any other obligation ensuing from the agreement, unless the shortcoming
of the other party is so trivial that a suspension of the obligations
of Hanwel B.V. is not justifiable.
If one of the parties to the agreement(s) should die, be placed under
legal control, apply for a moratorium, proceed to assignment, is
declared bankrupt, or if all or part of his property is attached, the other
party shall be entitled to deciare the agreement(s) concluded dissolved
by a single written notification, or to suspend fulfilment of the obligation
on his part, all this at his discretion. In the aforesaid situation all
obligations of payment shall become immediately claimable. The
rights and claims on account of non-fulfilment of obligations shall be
reserved to the party in question uncurtailed.
All disputes, including disputes considered as such by one party only,
barring the authority of parties to elicit judgement by the President of
the District Court in summary proceedings, shall only be referred to
the competent court in the District of Almelo, with the exception of
disputes of which the cantonal judge is informed in the first instance.
- APPLICABLE LAW.
Dutch law shall exclusively apply to all agreements of Hanwel B.V.
with the exception of the Treaty of the United Nations on international
purchase agreements with respect to moveable property (Vienna Purchase
- 0UALITY ASSURANCE.
The quality assurance system of Hanwel B.V. has been certified in accordance
with ISO 9002. No trade goods supplied by Hanwel B.V.
shall fall under the scope of this certificate.
- FINAL PROVISIONS.
16.1 The agreements and general terms of Hanwel B.V. are aimed at (a)
reasonable legal relation(s) between Hanwel B.V. and the other party.
In the event of nullity of one or more provisions ensuing from a legal
relationship existing between Hanwel B.V. and another party, parties
shall be bound by rules of similar import which are not null and void.
16.2 In the event of discrepancies between the English and Dutch version
of the General Terms, the Jatter shal prevail at all times.