Terms & Conditions
These Terms & Conditions will govern all sales, offers, contracts and deliveries by the Seller. Conflicting and additional terms and conditions of any such documents shall be deemed deleted and not binding upon the parties, except insofar as expressly agreed in writing by Seller. The terms and conditions of this agreement may only be modified or supplemented in writing, and signed by both parties.
Orders of Buyer shall not bind Seller until confirmed by Seller in writing or by any electronic means of its choice. Unless agreed otherwise in writing, all quotations by Z-COMPANY to the buyer are entirely free of obligation and valid for thirty days from the date they are sent to the other party.
Payment of invoices is due within thirty days of the invoice date, unless explicitly agreed otherwise in writing. Payment is to be deposited or transferred to a bank or giro account indicated by Z-COMPANY, in Euros and including VAT. The settlement date indicated on the bank/giro statements of Z-COMPANY shall be decisive in determining the date of payment. The buyer is not entitled to any suspension or settlement.
Conclusion of agreements
An agreement with Z-COMPANY is concluded, only if Z-COMPANY has confirmed the agreement through a confirmation of engagement (by e-mail or otherwise). Objections to the content of this confirmation must be submitted by registered letter or by mail no later than three days following receipt, in the absence whereof the recipient shall be considered to have agreed to the content of the confirmation.
Supply & delivery terms
The buyer is required to take receipt of the items that Z-COMPANY presents to him. Unless agreed otherwise in writing, delivery shall be ex factory (“ex Works”), Collse Heide 54, 5674VN Nuenen, Netherlands, pursuant to the Incoterms 2010. The risk transfers to the buyer the moment that the items are presented to the buyer or to a carrier he has engaged. This is the moment that Z-COMPANY notifies the buyer that the items are ready to be delivered from the warehouse.
Rates indicated on quotations and rate charts of Z-COMPANY do not include VAT and shall apply exclusively to the kilos and/or units stated there. The rates in quotations are based on delivery ex factory according to the Incoterms valid on the date of the quotation. “Factory” shall entail the industrial site of Z-COMPANY in the Netherlands.
Inspection & complaints
The buyer is required to inspect the quality and quantity of the items or services immediately after they have been delivered. Any defects relating to the quality or quantity are to be reported in writing within 24 hours of delivery, listing the nature and scope of the complaints. Other complaints must in any case reach Z-COMPANY within four business days after the items have been received. Without any written notice, the buyer shall be considered to have approved the items delivered or the services, and complaints about them shall no longer be accepted.
Liability & indemnification
Except in cases of intent or recklessness on its own part or that of its supervisors, Z-COMPANY is not liable for any damages, of any nature at all, that the buyer, his employees or other agents, or a third party might suffer as a consequence of the items supplied or services rendered by Z-COMPANY not being fit for their purpose, of the items supplied or services rendered by Z-COMPANY being defective and for damages resulting from any advice by Z-COMPANY concerning those items or services rendered by Z-COMPANY, as well as for damages arising from untimely, incorrect or incomplete delivery of the items or services concerned.
Guarantees for items purchased elsewhere by Z-COMPANY shall be given, only if and to the extent that the manufacturer/supplier concerned actually issues a guarantee, unless explicitly agreed otherwise in writing between the buyer and Z-COMPANY.
Cancellation by the buyer of an agreement concluded with Z-COMPANY is possible exclusively with consent from Z-COMPANY. If Z-COMPANY consents to the cancellation, the buyer shall owe Z-COMPANY a contractual penalty of 25% of the invoice value (including VAT) forthwith.
Z-COMPANY shall in all cases be entitled to settle all claims from the buyer against Z-COMPANY with a monetary value against claims from Z-COMPANY and firms that are in any way affiliated with Z-COMPANY with the buyer. If the buyer is in any way part of a group of firms, the buyer shall also be perceived in the sense of this article as all firms belonging to that group in any way.
Applicable law & jurisdiction
All agreements concluded with Z-COMPANY to which these terms apply are exclusively subject to Dutch law. The United Nations Conventions on Contracts for the International Sale of Goods and similar conventions are not applicable.