TERMS AND CONDITIONS (2024-6)
Definition
- GS-Food Waste Digesters B.V., established in Valkenswaard, Chamber of Commerce no. 87781514.
- Customer: the party which GS-Food Waste Digesters B.V. has entered into an agreement with.
- Parties: GS-Food Waste Digesters B.V. and customer together.
Applicability
- These terms and conditions will apply to all quotations, offers, activities, orders, invoices, agreements and deliveries of services or products by or on behalf of GS-Food Waste Digesters B.V.
- Parties can only deviate from these conditions if they have explicitly agreed upon in writing.
- The parties expressly exclude the applicability of supplementary and/or deviating general terms and conditions of the customer or of third parties.
Offers and quotations
- Offers and quotations from GS-Food Waste Digesters B.V. are without engagement, unless expressly stated otherwise.
- An offer or quotation is valid for a maximum period of one week from its date, unless another acceptance period is stated in the offer or quotation.
- If the customer does not accept an offer or quotation within the applicable time frame, the offer or quotation will lapse.
- Offers and quotations do not apply to repeated orders, unless the parties have agreed upon this explicitly and in writing.
Acceptance
- Upon acceptance of a quotation or offer without engagement, GS-Food Waste Digesters B.V. reserves the right to withdraw the quotation or offer within 3 days after receipt of the acceptance, without any obligations towards the customer.
- Verbal acceptance of the customer only commits GS-Food Waste Digesters B.V. after the customer has confirmed this in writing or per email.
Prices
- All prices used by GS-Food Waste Digesters B.V. are exclusive of VAT and exclusive of any other costs such as administration costs, levies and travel-, shipping- or transport expenses; Incoterms Ex Works (EXW), unless expressly stated otherwise or agreed otherwise.
- GS-Food Waste Digesters B.V. is entitled to adjust all prices for its products or services, shown in its shop, on its website or otherwise, at any time.
- Increases in the cost prices of products or parts thereof, which GS-Food Waste Digesters B.V. could not foresee at the time of making an offer or the conclusion of the agreement, may give rise to price increases.
- The customer has the right to terminate an agreement as a result of a price increase as referred to in paragraph 3, unless the increase is the result of statutory regulation.
Samples / models
If the customer has received a sample or model of a product, he cannot derive any rights from this other than that it is an indication of the nature of the product, unless the parties have explicitly agreed that the products be supplied conform to the sample or model.
Payments and payment term
Products are paid for as agreed upon on quotation, invoice or sales agreement.
Consequences of late payment
- If the customer does not pay within the agreed term, GS-Food Waste Digesters B.V. is entitled to charge an interest of 8% per month for commercial transactions from the day the customer is in default, whereby a part of a month is counted for a whole month.
- When the customer is in default, he is also due to extrajudicial collection costs and may be obliged to pay any compensation to GS-Food Waste Digesters B.V.
- The collection costs are calculated on the basis of the Reimbursement for extrajudicial collection costs.
- If the customer does not pay on time, GS-Food Waste Digesters B.V. may suspend its obligations until the customer has met his payment obligation.
- In the event of liquidation, bankruptcy, attachment or suspension of payment on behalf of the customer, the claims of GS-Food Waste Digesters B.V. on the customer are immediately due and payable.
- If the customer refuses to cooperate with the performance of the agreement by GS-Food Waste Digesters B.V., he is still obliged to pay the agreed price to GS-Food Waste Digesters B.V.
Right of recovery of goods
- As soon as the customer is in default, GS-Food Waste Digesters B.V. is entitled to invoke the right of recovery with regard to the unpaid products delivered to the customer.
- GS-Food Waste Digesters B.V. invokes the right of recovery by means of a written or electronic announcement.
- As soon as the customer has been informed of the claimed right of recovery, the customer must immediately return the products concerned to GS-Food Waste Digesters B.V., unless the parties agree to make other arrangements about this.
- The costs for the collection or return of the products are at the expense of the customer.
Suspension of obligations by the customer
The customer waives the right to suspend the fulfilment of any obligation arising from this agreement.
Right of retention
- GS-Food Waste Digesters B.V. can appeal to his right of retention of title and in that case retain the products sold by GS-Food Waste Digesters B.V. to the customer until the customer has paid all outstanding invoices with regard to GS-Food Waste Digesters B.V. unless the customer has provided sufficient security for these payments.
- The right of retention of title also applies on the basis of previous agreements from which the customer still owes payments to GS-Food Waste Digesters B.V.
- GS-Food Waste Digesters B.V. is never liable for any damage that the customer may suffer as a result of using his right of retention of title.
Settlement
The customer waives his right to settle any debt to GS-Food Waste Digesters B.V. with any claim on GS-Food Waste Digesters B.V.
Retention of title
- GS-Food Waste Digesters B.V. remains the owner of all delivered products until the customer has fully complied with all its payment obligations with regard to GS-Food Waste Digesters B.V. under whatever agreement with GS-Food Waste Digesters B.V. including of claims regarding the shortcomings in the performance.
- Until then, GS-Food Waste Digesters B.V. can invoke its retention of title and take back the goods.
- Before the property is transferred to the customer, the customer may not pledge, sell, dispose of or otherwise encumber the products.
- If GS-Food Waste Digesters B.V. invokes its retention of title, the agreement will be dissolved and GS-Food Waste Digesters B.V. has the right to claim compensation, lost profits and interest.
Delivery
- Delivery takes place while stocks last.
- Delivery takes place at address stated on quotation or invoice unless the parties have agreed upon otherwise in writing.
- If the agreed price is not paid on time, GS-Food Waste Digesters B.V. has the right to suspend its obligations until the agreed price is fully paid.
- In the event of late payment, the customer is automatically in default, and hereby he cannot object to late delivery by GS-Food Waste Digesters B.V.
Delivery period
- Any delivery period specified by GS-Food Waste Digesters B.V. is indicative and does not give the customer the right to dissolution or compensation if this period is not met with, unless the parties have expressly agreed otherwise in writing.
- The delivery period starts after the customer has signed the agreement to GS-Food Waste Digesters B.V. and is confirmed in writing or electronically by GS-Food Waste Digesters B.V. to the customer and the customer has met the conditions stated on the quotation, invoice or sales agreement.
- Exceeding the specified delivery period does not entitle the customer to compensation or the right to terminate the contract, unless GS-Food Waste Digesters B.V. cannot deliver within 14 days after the customer has urged him to do so in writing or if the parties have agreed upon otherwise.
Actual delivery
The customer must ensure that the actual delivery of the products ordered by him can take place in time.
Transport costs
Transport costs are paid by the customer unless the parties have agreed upon otherwise in writing.
Packaging and shipping
- If the package of a delivered product is opened or damaged, the customer must have a note drawn up by the forwarder or delivery person before receiving the product. In the absence of which GS-Food Waste Digesters B.V. may not be held liable for any damage.
- If the customer or distributor himself takes care of the transport of a product, he must report any visible damage to products or the packaging prior to the transport to GS-Food Waste Digesters B.V., failing which GS-Food Waste Digesters B.V. cannot be held liable for any damage.
Insurance / Storage
Any extra costs as a result of premature or late purchase of products are entirely at the customer’s expense.
Assembly / Installation
- Although GS-Food Waste Digesters B.V. strives to carry out all assembly and/or installation work as well as possible, it does not bear any responsibility for this, except in case of intent or gross negligence.
- GS-Food Waste Digesters B.V. will advise what facilities are required to connect the machine. Additional costs for these activities are not included in the price unless the parties have expressly agreed otherwise in writing. GS-Food Waste Digesters B.V. is not responsible for properly fitting connections for sewage, water supply and (WiFi-)Network.
Warranty
- Standard warranty period of 2 years, unless otherwise agreed upon in writing on the quotation, invoice, or agreement.
- The warranty relating to products only applies to defects caused by faulty manufacture, construction or material.
- The warranty does not apply in the event of normal wear and tear and damage resulting from accidents, changes made to the product, negligence or improper use by the customer, or when the cause of the defect cannot clearly be established.
- The risk of loss, damage or theft of the products that are the subject of an agreement between the parties, will pass on to the customer when these products are legally and/or factually delivered, at least are in the power of the customer or of a third party who receives the product for the benefit of the customer.
- The warranty is exclusively bound to the original purchaser of the product. This warranty is non-transferable and becomes void upon resale of the product to a third party.
Indemnity
The customer indemnifies GS-Food Waste Digesters B.V. against all third-party claims that are related to the products and/or services supplied by GS-Food Waste Digesters B.V.
Complaints
- The customer must examine a product or service provided by GS-Food Waste Digesters B.V. as soon as possible for possible shortcomings.
- If a delivered product or service does not comply with what the customer could reasonably expect from the agreement, the customer must inform GS-Food Waste Digesters B.V. of this as soon as possible, but in any case, within 48 hours after the discovery of the shortcomings.
- Customers must inform GS-Food Waste Digesters B.V. of this within 48 hours after detection of the shortcomings.
- The customer gives a detailed description as possible of the shortcomings, so that GS-Food Waste Digesters B.V. is able to respond adequately.
- The customer must demonstrate that the complaint relates to an agreement between the parties.
- If a complaint relates to ongoing work, this can in any case not lead to GS-Food Waste Digesters B.V. being forced to perform other work than has been agreed.
Giving notice of shortcoming or complaints
- The customer must provide any notice of default to GS-Food Waste Digesters B.V. in writing.
- It is the responsibility of the customer that a notice of default actually reaches Bio Materials
Digester B.V. (in time).
Joint and several Client liabilities
If GS-Food Waste Digesters B.V. enters into an agreement with several customers, each of them shall be jointly and severally liable for the full amounts due to GS-Food Waste Digesters B.V. under that agreement.
Liability of GS-Food Waste Digesters B.V.
- GS-Food Waste Digesters B.V. is only liable for any damage the customer suffers if and insofar as this damage is caused by intent or gross negligence.
- If GS-Food Waste Digesters B.V. is liable for any damage, it is only liable for direct damages that results from or is related to the execution of an agreement.
- GS-Food Waste Digesters B.V. is never liable for indirect damages, such as consequential loss, lost profit, lost savings or damage to third parties.
- If GS-Food Waste Digesters B.V. is liable, its liability is limited to the amount paid by a closed business liability insurance and in the absence of (full) payment by an insurance company of the damages the amount of the liability is limited to the (part of the) invoice to which the liability relates.
- All images, photos, colors, drawings, descriptions on the website or in a catalog are only indicative and are only approximate and cannot lead to any compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.
Expiry period
Every right of the customer to compensation from GS-Food Waste Digesters B.V. shall, in any case, expire within 12 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions in article 6:89 of the Dutch Civil Code.
Dissolution
- The customer has the right to dissolve the agreement if GS-Food Waste Digesters B.V. imputably fails in the fulfilment of his obligations, unless this shortcoming does not justify termination due to its special nature or because it is of minor significance.
- If the fulfilment of the obligations by GS-Food Waste Digesters B.V. is not permanent or temporarily impossible, dissolution can only take place after GS-Food Waste Digesters B.V. is in default.
- GS-Food Waste Digesters B.V. has the right to dissolve the agreement with the customer, if the customer does not fully or timely fulfil his obligations under the agreement, or if circumstances give GS-Food Waste Digesters B.V. good grounds to fear that the customer will not be able to fulfil his obligations properly.
Force majeure
- In addition to the provisions of article 6:75 of the Dutch Civil Code, a shortcoming of GS-Food Waste Digesters B.V. in the fulfilment of any obligation to the customer cannot be attributed to GS-Food Waste Digesters B.V. in any situation independent of the will of GS-Food Waste Digesters B.V., when the fulfilment
of its obligations towards the customer is prevented in whole or in part or when the fulfilment of its obligations cannot reasonably be required from GS-Food Waste Digesters B.V.
- The force majeure situation referred to in paragraph 1 is also applicable – but not limited to: state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); defaults and force majeure of
suppliers, deliverymen or other third parties; unexpected disturbances of power, electricity, internet, computer or telecoms; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work stoppages.
- If a situation of force majeure arises as a result of which GS-Food Waste Digesters B.V. cannot fulfil one or more obligations towards the customer, these obligations will be suspended until GS-Food Waste Digesters B.V. can comply with it.
- From the moment that a force majeure situation has lasted at least 30 calendar days, both parties may dissolve the agreement in writing in whole or in part.
- GS-Food Waste Digesters B.V. does not owe any (damage) compensation in a situation of force majeure, even if it has obtained any advantages as a result of the force majeure situation.
Changes in these terms and conditions
- GS-Food Waste Digesters B.V. is entitled to amend or supplement these general terms and conditions.
- Changes of minor importance can be made at any time.
- Major changes in content will be discussed by GS-Food Waste Digesters B.V. with the customer in advance as much as possible.
- Customers are entitled to cancel the agreement in the event of a substantial change to the general terms and conditions.
Transfer of rights
- The customer cannot transfer its rights deferring from an agreement with GS-Food Waste Digesters B.V. to third parties without the prior written consent of GS-Food Waste Digesters B.V.
- This provision applies as a clause with a property law effect as referred to in Section 3:83 paragraph of the Dutch Civil Code.
Consequences of nullity or annullability
- If one or more provisions of these general terms and conditions prove null or annullable, this will not affect the other provisions of these terms and conditions.
- A provision that is null or annullable shall, in that case, be replaced by a provision that comes closest to what GS-Food Waste Digesters B.V. had in mind when drafting the conditions on that issue.
Applicable law and competent court
- Dutch law is exclusively applicable to all agreements between the parties.
- The Dutch court in the district where GS-Food Waste Digesters B.V. is established is exclusively competent in case of any disputes between parties unless the law prescribes otherwise.