GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY Pluvasan B.V.
Article 1 – Definitions
1.1 In these terms and conditions, the following definitions apply:
- “Seller”: the party supplying products and/or services to the Buyer.
- “Buyer”: the party purchasing products and/or services from the Seller.
- “Agreement”: the agreement entered into between the Seller and the Buyer for the sale and supply of products and/or services.
- “Products”: all goods and services that are subject of the Agreement between the Seller and Buyer.
Article 2 – Applicability
2.1 These general terms and conditions apply to all offers, quotations, deliveries, and agreements between the Seller and the Buyer.
2.2 Any deviations from these terms and conditions are valid only if confirmed in writing by the Seller.
2.3 The Buyer’s own terms and conditions are expressly excluded unless otherwise agreed by the Seller in writing.
Article 3 – Offers and Agreements
3.1 All offers and quotations made by the Seller are non-binding and may be withdrawn at any time.
3.2 An Agreement shall come into effect upon the Seller’s written acceptance or when the Seller has commenced performance of the Agreement.
3.3 Any amendments to the Agreement shall only be valid if confirmed in writing by both parties.
3.4 Where delivery is made in instalments, the Agreement shall be deemed to have been concluded in its entirety upon delivery of the first instalment.
3.5 Pluvasan shall not be bound by any offer or quotation if the Buyer could reasonably be expected to understand that the offer, quotation, or any part thereof
Article 4 – Prices and Payment
4.1 All prices are exclusive of VAT and any other applicable taxes and charges, unless otherwise stated.
4.2 Payment must be made within 14 days of the invoice date, unless otherwise agreed.
4.3 If payment is not made on time, the Buyer shall be deemed to be in default by operation of law and interest of 1% per month shall be payable.
4.4 Any debt collection costs and legal costs incurred as a result of late payment shall be borne by the Buyer.
4.5 Prices are based on the cost prices applicable at the time the offer is made. If these cost prices increase after the date of the offer due to increases in the cost of raw materials, auxiliary materials, components, transport costs, wages, insurance premiums, taxes, import duties, exchange rates or other similar factors, PLUVASAN B.V. shall be entitled to pass these increases on in its prices, regardless of whether such cost increases were foreseeable at the time the Agreement was concluded with the Buyer.
Article 5 – Delivery and Risk
5.1 Delivery shall be made to the Buyer’s agreed delivery address.
5.2 Delivery times are indicative only. Exceeding a stated delivery time shall not entitle the Buyer to claim compensation or terminate the Agreement.
5.3 The risk in the Products shall pass to the Buyer upon delivery.
5.4 Pluvasan shall be entitled to make delivery in instalments (partial deliveries), which may be invoiced separately.
Article 6 – Retention of Title
6.1 The Seller retains ownership of the delivered products until the Buyer has fully met all payment obligations.
6.2 The Buyer is not entitled to pledge or otherwise encumber the products as long as ownership has not yet transferred.
Article 7 – Warranty and Complaints
7.1 The Seller warrants that the delivered products conform to the Agreement and meet the customary standards and requirements.
7.2 Complaints regarding defects must be submitted in writing within 5 days of delivery.
7.3 If a complaint is found to be justified, the Seller shall replace or repair the products, without the Buyer being entitled to any further compensation.
Article 8 – Liability
8.1 The Seller shall only be liable for direct damages and up to a maximum of the invoice amount of the relevant delivery.
8.2 The Seller shall not be liable for consequential loss, loss of profit, or any other indirect damages.
8.3 Any liability shall lapse if the Buyer has used or handled the products improperly.
Article 9 – Force Majeure
9.1 In the event of force majeure, the Seller shall be entitled to suspend delivery or to terminate the Agreement in whole or in part.
9.2 Force majeure shall mean any circumstance beyond the Seller’s control, including natural disasters, war, strikes, supply chain disruptions, government measures, and pandemics.
Article 10 – Termination of the Agreement
10.1 The Seller shall be entitled to terminate the Agreement with immediate effect if the Buyer fails to fulfil its obligations.
10.2 Upon termination, any payment obligations already incurred shall remain in full force and effect.
Article 11 – Governing Law and Disputes
11.1 All Agreements between the Seller and the Buyer shall be governed exclusively by Dutch law.
11.2 Any disputes shall be submitted exclusively to the competent court in Zwolle
Article 12 – Data Management and Data Processing
12.1 It is possible that Pluvasan, in the performance of the Agreement, collects data relating to the Buyer. Such data shall be collected and processed in Pluvasan’s database, as well as in the databases of its affiliated companies and third parties engaged by it who are responsible for data management. This also includes data (potentially) collected by the Products. Pluvasan, its affiliated companies, and any third parties engaged for data management purposes are entitled to collect, process, analyse and use data collected by Pluvasan and/or the Products.
12.2 To the extent that Pluvasan processes personal data in the context of the Agreement, this shall be carried out in accordance with the European General Data Protection Regulation (GDPR) and shall be processed in a proper and careful manner. Pluvasan shall take appropriate technical and organisational measures to protect personal data against loss or any other form of unlawful processing or use.
12.3 The Buyer is entitled to request information regarding the personal data being processed. Such information shall be provided without undue delay. Pluvasan shall inform the Buyer in the event of a data breach or in other circumstances affecting personal data.
Article 13 – Final Provisions
13.1 If any provision of these Terms and Conditions is found to be void or voidable, the remaining provisions shall remain in full force and effect.
13.2 The Seller shall be entitled to amend these Terms and Conditions. Any amendments shall take effect 5 days after written notification to the Buyer.