Article 1: General
1.1 These general terms and conditions apply to all deliveries of goods made by Gerzon Import B.V., hereinafter referred to as the seller.
1.2 Additional provisions deviating from these general terms and conditions shall only be legally binding when confirmed in writing by Gerzon.
1.3 Gerzon will not accept any reference by the buyer to its own terms and conditions, unless explicitly otherwise agreed upon in writing.
Article 2: Offers
All offers made by Gerzon are without commitment, unless explicitly stated otherwise in writing.
Article 3: Agreement
3.1 An agreement for the purchase and sale of goods is only binding after a written confirmation by Gerzon.
3.2 An agreement for the purchase of goods entered into with a representative of Gerzon is only binding after a written confirmation by the representative.
3.3 Gerzon reserves the right to inform the buyer within eight days in writing if the order as included in the agreement mentioned in paragraph 2 can not be executed or can not be executed unchanged due to circumstances unknown to the representative, in which case the agreement is considered to be dissolved unless another agreement can be reached.
3.4 After an agreement is reached, alterations and/or additions as proposed by the buyer can only be executed after a written acceptance by Gerzon.
3.5 Every agreement entered into with Gerzon is subject to the resolutive condition that Gerzon, at its own discretion, will have sufficient proof of the creditworthiness of the client.
3.6 Details of the offer such as characteristics, size, weight, composition etc. as well as information regarding colour as included in brochures, catalogues, photos etc. handed over by Gerzon with the offer, are only an indication. They are not binding to Gerzon and are handed over in good faith.
Article 4: Prices
4.1 Unless stated otherwise in writing, all prices are exclusive of Dutch VAT.
4.2 Agreements are always closed on the basis of the price applicable at such time.
4.3 Agreed prices are binding, unless price increases have to be implemented due to circumstances beyond our control, such as an increase in charges and/or duties, transport costs from the delivery address as established by the importer, official increases in factory prices and importer prices, changes in exchange rates etc. to the extent that these price increases could not be reasonably foreseen by Gerzon.
4.4 Price fluctuations resulting from mandatory government measures, such as an increase in VAT, are always passed on to the buyer.
4.5 In the event of price changes as mentioned in paragraph 3, the buyer has the right to cancel the agreement. In that case, the buyer will have to reimburse seller to a reasonable extent for the costs already made.
4.6 Expenses resulting from additions and/or changes to the order will be for the account of the buyer.
Article 5: Delivery
5.1 Indicated delivery periods are only approximate periods and are set on the assumption that there will be no impediments in the delivery. A small or, given the circumstances, reasonable exceeding of the delivery period can not be invoked against Gerzon. If the indicated period of delivery is exceeded, Gerzon will be in default only after a written notice of default, sent by registered post.
5.2 Unless otherwise agreed upon in writing, the delivery of goods in the Netherlands with an invoice amount of EUR 500 or higher will take place carriage paid. After having informed the buyer, Gerzon at all times reserves the right to send goods cash on delivery.
5.3 Delivery of the goods to the buyer as mentioned in paragraph 2 will take place at the address designated by the buyer or as far as can be reached with the means of transportation used for the delivery, such exclusively at the judgment of the driver.
5.4 Delivery of goods as mentioned in paragraph 2 will go no further than placing the goods on the unloading platform or directly across the threshold at the address designated by the buyer.
5.5 If the buyer can not take delivery of the good at the agreed date and time, these goods will be held at the disposal of the buyer at his or her expense and risk. In this case, Gerzon may charge the buyer with storage costs in conformity with the current rates.
5.6 Gerzon reserves the right to deliver the goods in partial deliveries.
Article 6: Transfer of risk
Immediately after the goods are delivered, the buyer shall bear the risks.
Article 7: Complaints
7.1 Complaints will only be accepted if they are submitted in writing to Gerzon within 8 days after delivery of the goods and Gerzon has been given the opportunity to look into the matter.
7.2 In case of delivery carriage paid, visible loss and/or damage of the goods, caused during transportation to the agreed delivery address, will have to be reported by or on behalf of the buyer by making a note on the document relating to the carriage of the goods in the presence of the driver who has delivered the goods. The buyer immediately has to send a copy of these documents to Gerzon.
7.3 Complaints regarding invoices must be submitted in writing within 8 days after the date of the dispatch of the invoice.
7.4 If this period has expired, the buyer is presumed to have approved of the delivered goods and the invoice, respectively. In that case, Gerzon will no longer accept complaints.
7.5 For goods delivered by third parties, the period for filing complaints will be the period as agreed upon between Gerzon and that third party.
7.6 Complaints regarding minor deviations in quality, colour, size, weight or finish, as are usual in the branch, will not be accepted by Gerzon.
7.7 In case Gerzon acknowledges the complaint, Gerzon will only be obliged, subject to statutory liability, to replace the goods involved or to credit the invoice for those goods that have already been charged, such to the discretion of the buyer.
7.8 If an agreement can not be reached with Gerzon and the buyer should desire a new or improved delivery, he will have to give Gerzon the opportunity, under penalty of loss of all claims, to have the complaint investigated by a recognised expert. The decision of this expert will be binding to both Gerzon and the buyer. The expert will in that case be selected by Gerzon. If there is still no agreement between both parties, two experts will be selected, one by every party involved, who will together have the opportunity to select a third expert. The decision of these experts will be binding to both Gerzon and the buyer. The costs of the experts will be paid by the party against whom judgment is given.
7.9 The buyer will have to give Gerzon, as soon as can reasonably be expected from him, but in any case no sooner than 20 working days after the complaint, the opportunity to assess or have assess losses, differences in measures or damages on the basis of the original goods and the original packaging. However, if the buyer has already whole or partially processed or resold the goods, all rights to complaints and/or damages will have lapsed.
7.10 With regard to complaints, every partial delivery should be considered a separate delivery.
Article 8: Return shipments
8.1 Return shipments of delivered goods can only take place carriage paid for the risk of the buyer after permission in writing is received from Gerzon.
8.2 Permission to return goods does not imply that Gerzon considers the complaint to be valid.
8.3 Return shipment will have to take place within five working days after permission is granted carriage paid to the address of Gerzon. Buyer will have to take care of careful packaging and shipment.
Article 9: Payment
9.1 Payment by the buyer must take place within 30 days after date of invoice without deduction of compensation.
9.2 Unless agreed otherwise in writing, Gerzon must receive payments for goods intended for export before the delivery can be made.
9.3 Upon exceeding any of the terms of payment described herein or in terms agreed upon separately, the buyer will be charged a statutory interest of 1.5% per month from the due date on top of the amount due, without previous notice of default, whereby part of a month will be equivalent to a full month.
9.4 The amount due by the buyer is forthwith due and payable without notice of default if the buyer is declared bankrupt, in case of suspension of payment or placing under tutelage, upon death of the buyer, when an attachment is made against the buyer, winding-up or sale of the buyer’s business, and when the buyer fails to fulfil its obligations towards Gerzon.
9.5 Gerzon reserves the right to invoice per partial delivery for orders that are carried out in parts.
9.6 Gerzon will at all times be free to demand cash, provisional or partial payment during the execution of an order.
Article 10: Method of trading
10.1The buyer is entitled to sell and resell the goods supplied by Gerzon, provided that if sold in the Netherlands:
a: Gerzon is entitled to suggest a selling price or impose maximum selling prices
b: these goods will be resold in the original, unaltered Gerzon packaging
c: the buyer agrees with his customer by means of a perpetual clause that the conditions mentioned under a and b must be fulfilled upon further sale and resale within the Netherlands.
10.2 The buyer commits himself to sell the purchased goods only and exclusively in the original packaging provided by Gerzon in unaltered and undamaged condition.
10.3 Upon each breach of the conditions mentioned in this article, buyer forfeits without notice of default, in favour of Gerzon, a fine of €100, that is forthwith due and payable and not subject to set-off or discount, for each product that is handled in breach with the terms mentioned in this article, or €1000 for each day that the said breach is taking place, to be determined by Gerzon.
Article 11: Liability
11.1 Notwithstanding the terms and conditions stated herein, the liability of Gerzon arising from the deliveries is limited to the amount for which Gerzon is insured.
11.2 The warranty that is given on goods supplied by Gerzon will be equal to the warranty that is given by the manufacturer or vendor to Gerzon and is observed towards Gerzon.
11.3 Gerzon’s liability toward goods supplied to third parties does not exceed the liability that Gerzon’s supplier has concerning those goods.
11.4 Gerzon is not liable for damages as a result of injudicious and, in accordance with the operating instructions, wrongful use of goods supplied by Gerzon, with the exception of gross negligence and intention by Gerzon.
11.5 This agreement is made under the condition of a non-attributable failure to perform. Gerzon is not liable for a failure to perform if this failure cannot be imputed to him by law, legal act or common opinion. A failure to perform can in any case not be attributed to Gerzon if it concerns among other things fire in the building or at the location where the goods are stored, war in and outside the Netherlands, riot, epidemic, traffic disorder, strike, disaster at sea of any nature, exclusion, loss or damage during transport and similar situations which are beyond the control of Gerzon as a result of which a delay is caused in the delivery. In these cases, the period of delivery is automatically postponed for a reasonable term.
Article 12: Retention of title
12.1 As an additional security for payment of the selling price of all sold goods, Gerzon shall retain the right of ownership, until the amount due, including expenses and interest, if any, is paid in full. Transfer of the purchased, still unpaid, goods is considered a gratuitous loan.
12.2 Gerzon has the right to reclaim these goods and take them back if the defaulting buyer does not fulfil his obligations, winds up his company, files for or has been granted suspension of payments, is declared bankrupt or when goods have been seized.
12.3 All acts of disposition related to the sold and delivered goods, except the right of the buyer to sell the goods in question within the sphere of normal business operations, are forbidden to the buyer as long as he has not fulfilled his payment obligations.
Article 13: Warranty
13.1 To sold and delivered goods with a manufacturer’s warranty only the warranty conditions set by the manufacturer are applicable.
13.2 Warranties that do not fall under the warranty as included in paragraph 1 amount to a maximum of 3 months as from date of invoice. The warranty can pertain to the repair of a defective good, the delivery of a new good or the reimbursement of the value of the good as indicated on the invoice concerned, at the option of Gerzon.
13.3 The warranty mentioned in paragraph 2 does not apply to defects or faults that are caused by external force, poor and/or injudicious handling, overloading, natural wear and other causes beyond our control.
13.4 Upon making claim to any warranty, the purchase invoice of the retail seller must be submitted.
13.5 The provisions regarding complaints as included in paragraphs 7.6 and 7.7 are additionally applicable to the provisions of this article.
Article 14: Dissolution
14.1 If the buyer in any way breaches the contract, he will be deemed to be in default without notice of default being required. Notwithstanding the provisions in the (Dutch) Civil Code, Gerzon will in this case also have the right to postpone the closed agreement or to consider it dissolved wholly or partially without judicial intervention.
14.2 The provision included in the previous paragraph is also applicable in case of bankruptcy or suspension of payments or if the buyer is placed under tutelage or upon closing down of his company.
Article 15: Disputes
All disputes arising between the buyer and Gerzon or between Gerzon and a third party carrying out orders on behalf of Gerzon for the buyer relevant to the delivery of goods or rendering of services, including disputes regarding the interpretation of these conditions, will be adjudicated in accordance with Dutch law by the court within whose jurisdiction Gerzon has its registered office.
Article 16: Legal and other expenses
Gerzon will charge all expenses arising from the assertion of the rights issuing from the purchase agreement and any related agreements, both in and out of court, to the buyer. Collection charges, which are incurred by Gerzon for invoices not paid by the buyer, will amount to at least 15% of the invoice amount, with a minimum amount of €150.