General Terms and Conditions of Interbake B.V.

Article 1: Definitions

1.1. In these general terms and conditions, the following terms shall have the meanings set forth below, unless explicitly stated otherwise.

User: Interbake bv

Buyer: The counterparty of the user, acting in the exercise of a profession or business, to whom the user sells and delivers goods, as well as to whom the user, where applicable, also provides services, etc.

Agreement: The agreement between the user and the buyer.

Article 2: Applicability

2.1. These terms and conditions apply to all legal relationships between the user and the buyer, including any offer, quotation, and agreement between the user and the buyer to which the user has declared these conditions applicable, insofar as the parties have not explicitly and in writing deviated from these conditions.

2.2. These terms and conditions also apply to all agreements with the user for which third parties need to be engaged for the execution.

2.3. Any deviations from these general terms and conditions are valid only if explicitly agreed in writing.

2.4. The applicability of any purchasing or other conditions of the buyer is explicitly rejected.

2.5. If one or more provisions in these general terms and conditions are null and void or should be annulled, the remaining provisions shall remain fully applicable. The user and the buyer shall then consult to agree on new provisions to replace the null or annulled ones, while maintaining the purpose and intent of the original provisions as much as possible.

Article 3: Offers and formation of agreement

3.1. Every offer made by the user is non-binding, unless a term for acceptance is explicitly stated in or in connection with that offer.

3.2. The prices in said offers/quotations are exclusive of VAT and other government levies, as well as any costs to be incurred in connection with the agreement, including shipping and administration costs, unless otherwise agreed.

3.3. The offer is based solely on information provided by the buyer, which the user may rely upon as accurate and complete. The buyer guarantees the accuracy and completeness of said information.

3.4. The agreement between the user and the buyer is concluded in one of the following ways and moments:

either, if no order confirmation is sent, at the moment when an offer made by the user is explicitly accepted orally or in writing and unchanged by the buyer;
or, if an order confirmation is sent, at the moment the user receives the order confirmation signed for approval by the buyer;
or, at the moment the user starts executing the assignment at the request of the buyer.

Nevertheless, each party is free to prove that the agreement was concluded in another way and/or at another time.

Article 4: Execution of the agreement

4.1. The user shall execute the agreement with the diligence of a good contractor. However, the user does not guarantee a specific result.

4.2. The terms stated by the user are always target dates and are not strict deadlines. Exceeding these terms does not entitle the buyer to any compensation and does not entitle the buyer to dissolve the agreement, unless there is intent or gross negligence equivalent thereto on the part of the user.

4.3. In case of untimely delivery, the buyer must give notice of default to the user before the user can be in default.

If and insofar as proper execution of the agreement requires, the user has the right to have certain work performed by third parties.

4.5. The buyer shall ensure that all data, which the user indicates is necessary or which the buyer should reasonably understand to be necessary for the execution of the agreement, is provided to the user in a timely manner. If the data necessary for the execution of the agreement is not provided to the user in a timely manner, the user has the right to suspend execution of the agreement and/or charge the buyer for the extra costs resulting from the delay according to the usual rates.

Article 5: Delivery

5.1. Delivery takes place ex-works of the user.

5.2. The buyer is obliged to take delivery of the goods at the moment the user delivers them or has them delivered, or at the moment they are made available to him according to the agreement.

5.3. If the buyer refuses to take delivery or is negligent in providing information or instructions necessary for the delivery, the user is entitled to store the goods at the expense and risk of the buyer.

5.4. The risk of the goods passes to the buyer at the time they are legally and/or actually delivered to the buyer and are thereby placed under the control of the buyer or a third party designated by the buyer.

Article 6: Price and costs

6.1. The price is exclusive of VAT and any costs to be incurred under the agreement.

6.2. The user is entitled to increase this price, for example in the case of changes or additions to the agreement.

6.3. Furthermore, the user is entitled to pass on price increases if the rates concerning e.g. wages or other costs have increased between the time of the offer and delivery.

Article 7: Payment

7.1. Payment must be made prior to delivery in a manner indicated by the user and in the currency invoiced, without any deduction, discount, or set-off being allowed. Objections to the amount of the invoices do not suspend the payment obligation.

7.2. If the buyer fails to pay within a period of 14 days, the buyer is in default by operation of law. The buyer then owes interest equal to the applicable statutory commercial interest rate. Interest on the due amount will be calculated from the time the buyer is in default until the time of full payment, with part of a month counted as a full month.

7.3. In the event of liquidation, bankruptcy, attachment, or suspension of payment of the buyer, the user’s claims against the buyer are immediately due and payable.

The user has the right to apply payments made by the buyer first to reduce costs, then to reduce accrued interest, and finally to reduce the principal and the current interest. The user may, without being in default, refuse an offer of payment if the buyer designates a different order for the allocation. The user may refuse full repayment of the principal if not also the accrued and current interest and costs are paid.

7.5. In case of exceeding any payment term, the user is entitled to suspend further deliveries to the buyer until the full outstanding amount under all agreements with the user has been paid. The user is also entitled to send future deliveries cash on delivery in this case.

Article 8: Retention of title

8.1. All goods delivered by the user remain the property of the user until the buyer has fulfilled all obligations under all agreements concluded with the user, at the discretion of the user.

8.2. The buyer is not authorized to pledge the goods subject to retention of title or to encumber them in any other way.

8.3. If third parties seize the goods delivered under retention of title or wish to establish or assert rights thereto, the buyer is obliged to inform the user as soon as can reasonably be expected.

8.4. The buyer undertakes to insure and keep insured the goods delivered under retention of title against fire, explosion, and water damage as well as against theft and to make the policy of this insurance available for inspection at the first request.

8.5. Goods delivered by the user which are subject to retention of title under paragraph 1 of this article may only be resold as part of normal business operations and may never be used as a means of payment. In the event of resale, the buyer also undertakes to deliver subject to retention of title.

8.6. In the event that the user wishes to exercise its ownership rights indicated in this article, the buyer now unconditionally and irrevocably grants permission to the user or third parties designated by the user to enter all locations where the user’s property is located and to repossess those items.

Article 9: Collection costs

9.1. All reasonable judicial and extrajudicial (collection) costs incurred by the user due to the buyer’s failure to (timely) meet their payment obligations are at the expense of the buyer.

9.2. The buyer owes statutory interest on the collection costs incurred.

Article 10: Inspection, complaints

10.1. Complaints must be reported in writing to the user by the buyer within 7 days after discovery. The letter of complaint must contain a description of the complaint as detailed as possible so that the user is able to respond adequately.

10.2. If a complaint is well-founded, the user is entitled, at its own discretion, either to adjust the invoice amount, to re-deliver the respective product or service, or to refund part of the price already paid without further execution of the agreement.

10.3. If the buyer has not lodged a complaint within the term stated in article 10.1, all rights and claims of any kind relating to what the complaint concerns or could have concerned shall lapse.

Article 11: Limitation period

11.1. Without prejudice to the provisions in article 10, if the buyer believes or continues to believe that the user has not executed the agreement on time, completely, or properly, they must – unless already done under article 10.1 – notify the user in writing immediately and assert the claims arising from this within one year of the date of said notification, or within one year after such notification should have been made, failing which all rights and claims shall lapse due to the expiry of the aforementioned term.

Article 12: Suspension and dissolution

12.1. If the buyer does not, not properly, or not timely comply with any obligation to the user, if the buyer is declared bankrupt or a request for this has been filed with the court, if the buyer has applied for suspension of payments or has been granted this, if the buyer’s company is shut down or liquidated, if the buyer’s goods are seized, or if the buyer is placed under administration or guardianship, the user is entitled to suspend the fulfillment of all obligations to the buyer or to dissolve the agreement with the buyer in whole or in part without any notice of default or judicial intervention and without being liable for any compensation, without prejudice to other rights of the user, including the right to compensation.

Article 13: Liability

13.1. If the user is liable, this liability is limited as set out in this provision.

The user is not liable for damage to the buyer caused by untimely, incomplete, or improper execution of the agreement. The user is not liable for damage caused by the buyer’s failure to meet its information obligation under article 3.3, unless this damage is also caused by intent or gross negligence equivalent thereto by the user.

13.4. The user is also not liable for damage caused by actions or omissions of third parties engaged by the buyer in the performance of the assignment, unless this damage is also caused by intent or gross negligence equivalent thereto by the user.

The user is always entitled to limit or undo the buyer’s damage as much as possible, to which the buyer shall fully cooperate.
The buyer is obliged to limit or, where possible, undo his/her own damage and/or that of their members.

13.7. The user is never liable for indirect damage, including consequential damage, lost profits, missed savings, and damage due to business interruption. The foregoing does not apply in the case of intent or gross negligence equivalent thereto by the user.

Article 14: Indemnifications

14.1. The buyer indemnifies the user against claims from third parties relating to intellectual property rights on materials or data provided by the buyer and used in the execution of the agreement.

14.2 The buyer indemnifies the user against claims from third parties regarding damage related to or arising from the agreement executed by the user, insofar as the user is not liable to the buyer for this under article 13.

Article 15: Force majeure

15.1. The parties are not obliged to fulfill any obligation if they are prevented from doing so due to a circumstance that is not attributable to fault and is not for their account under the law, a legal act, or generally accepted principles.

15.2. Force majeure in these general terms and conditions includes, in addition to what is understood in law and jurisprudence, all external causes, foreseen or unforeseen, over which the user has no control but which prevent the user from fulfilling its obligations. Strikes in the user’s company are also included.

15.3. In case of force majeure, the buyer cannot claim any compensation.

15.4. If a force majeure situation leads to exceeding the agreed date or term, the buyer has the right to dissolve the relevant agreement by written declaration. This dissolution does not apply to goods already delivered; these must be paid for by the buyer in accordance with article 7 of these general terms and conditions.

Article 16: Applicable law and disputes

The court in the user’s place of business has exclusive jurisdiction to take cognizance of disputes, unless mandatory legal provisions dictate otherwise.
All legal relationships between the user and the buyer to which these general terms and conditions apply are governed by Dutch law. The Vienna Sales Convention is expressly excluded.

Article 17: Filing

17.1. These terms and conditions are filed at the Chamber of Commerce in Arnhem under no. 06014710

17.2. The latest filed version or the version valid at the time the agreement was concluded always applies.