B&G ENTRANCE CONTROL – CONDITIONS OF SALES AND DELIVERY
By placing the order the client distances himself from the conditions which he wishes to impose, to the extent that these are in conflict with the conditions in hand. Each variance from these conditions is only in effect if and after this has been confirmed in writing by B&G Entrance Control. Such a variance applies once only.
All our offers and quotations are without obligation. Orders placed as a result of these are only to be considered as accepted after these have been confirmed by us in writing. Each agreement is entered into by us with the purchaser and/or client under the contingent condition that the opposing party in our assessment is sufficiently creditworthy for the fulfilment of the financial commitments due to us arising from the agreement.
All quotations are excluding VAT unless explicitly stated otherwise by us.
- The quotation from B&G Entrance Control is solely and only related to the explicitly and formally described activities and deliveries such as indicated on our order confirmation. All stated height and width measurements of fencing or fencing components are approximate sizes. All additional activities and deliveries, in any form whatsoever, remain at the expense of the purchaser and/or client. The execution of these additional activities and/or deliveries can only be demanded from B&G Entrance Control when a prior separate, written agreement between both parties has been entered into.
- The deliveries always take place in accordance with the last construction modifications. It is not impossible that the purchaser and/or client whether or not by mistake is in possession of outdated construction descriptions. It is also possible with offers and order confirmations that customer codings are switched by mistake. The purchaser and/or client never have any right of appeal on this.
- Information and advice supplied by B&G Entrance Control are only of a general nature and without obligation.
- With the offer B&G Entrance Control accepts no responsibility for a design worked out by or on behalf of the purchaser, nor for any instructions as a result of the design. The purchaser is itself responsible for the functional suitability of the materials required by the purchaser. Under functional suitability is understood: the suitability of the material or the component for the purpose for which it is intended according to the design from the purchaser.
With regard to the execution of the activities it is explicitly determined:
- That B&G Entrance Control cannot be held responsible, if subsidence of the surfacing or paving occurs after erection of fencing by B&G Entrance Control has taken place.
- That excavated ground will not be removed by B&G Entrance Control.
- That the condition of the ground must be of such a nature that the execution of the activities can take place entirely in accordance with the standards determined by B&G Entrance Control. If this is not the case, this all entirely at the discretion of an expert from the B&G Entrance Control, measures will have to be taken by and at the expense of purchaser and/or client to improve the stated situation.
- If this entails an interruption of the B&G Entrance Control activities, the stagnation costs will be charged to the purchaser and/or client, at general rates applied by the B&G Entrance Control.
- That all prices in offers or order confirmations from B&G Entrance Control are based on an assembly and/or obstacle free site. Considered as obstacles in the above are: foundations, old fencing, paving and/or surfacing, heavy clay or loamy ground, rubble, cables, pipes, sewerage systems, tree-stumps or roots, shrubs, ditches, too high groundwater level etc. The presence of obstacles can give cause to additional charges.
- That obstacles, in any form whatsoever, knocked down by B&G Entrance Control for the execution of an (additional work) assignment are not replaced.
- That damage, made to cables and/or pipes, in any form whatsoever, cannot be recouped from B&G Entrance Control, unless the position of these cables and/or pipes was communicated beforehand in writing to the B&G Entrance Control “assembly” department and also that the cables and/or pipes were indicated on the site with the help of markers.
- That the purchaser and/or client can never appeal for that stated in art. 5a, b, c, d, e and f on the fact that the representative or inspector of B&G Entrance Control had seen the site or could have examined it prior to the quotation.
- That B&G Entrance Control is not responsible for subsidence of the fencing if purchaser and/or client have not provided a solid ground situation on time (at the latest during the assembly of the ordered fencing) up to the level indicated by the purchaser and/or client in accordance with art. 6.
- That, if assembly needs to take place at agreed delivery times on grounds with a too high groundwater level or in muddy grounds, B&G Entrance Control is not responsible for subsidence of the fencing.
- That on the outside of the fencing to be erected there should be an (obstacle) free working area of a fencing height of at least 50 cm. On the inside there should be a free working area of at least 50 cm.
- The purchaser ensures that all licences, exemptions and similar documents that are necessary to carry out the work are obtained in time. Additional costs, arising as a result of that determined under this article, need to be paid by the purchaser and/or client at rates as intended above.
Fencing and/or gates will be placed on the line and at the height which is indicated by means of markers by the purchaser and/or client prior to commencement of the assembly. If this has not taken place then the fencing and/or gates will be placed based on the available information at that moment. If this results in an incorrect placing, then a possible re-positioning will be carried out entirely at the expense of the purchaser and/or client at rates as referred to above. At the start of the work the site needs to be ready to be closed off. If this is not the case, then art. 5 applies by analogy.
The provided delivery and execution periods are approximate and are non-obligatory for B&G Entrance Control. When periods agreed between parties are exceeded the opposing party is entitled to claim compensation and/or annulment of the agreement, but not until the opposing party has granted B&G Entrance Control by registered letter a reasonable period of at least 21 days to allow B&G Entrance Control to fulfil its commitments. Correct situation drawings with the correct measurements need to be issued or sent immediately by purchaser and/or client upon granting the assignment. The agreed delivery time commences after receipt of this information. If during the assembly it appears that the supplied situation drawing is incorrect leading to additional or less work, the extra freight and other additional costs will be charged.
If gates are delivered including assembly, but excluding the foundation, then the foundation drawings, foundation anchors and possible rails will be supplied by B&G Entrance Control. This needs to be poured by the purchaser and/or client in the sizes to be indicated by the B&G Entrance Control, at the latest 3 days prior to the date of assembly provided by B&G Entrance Control.
As soon as B&G Entrance Control has delivered the materials necessary for the construction of fencing, gates etc. at the location of the work, these will be stored there at the expense and risk of the purchaser and/or client, such that they have no claim against B&G Entrance Control in respect of damage or loss. B&G Entrance Control always places the fencing materials at various positions in the line of the fencing to be installed. Storage on guarded sites or in locked sheds cannot be demanded from B&G Entrance Control. The fencing materials are always supplied between 1 and 10 days prior to commencement of the assembly.
- If after the effectuation of a contract B&G Entrance Control is unable to fulfil this contract as a result of circumstances that were unknown to B&G Entrance Control at the moment the contract was entered into, then B&G Entrance Control has the right to demand that the contents of the agreement are changed such that execution remains possible.
- Furthermore B&G Entrance Control has the right to suspend fulfilment of its commitments and it is not in default, if it is temporarily unable to fulfil its commitments, as a result of changes in the circumstances that at the time of entering into the agreement in all fairness were not expected and lie outside its influence.
- Under circumstances that in all fairness are unexpected and lie outside the influence of the contractor, is also understood the non-fulfilment of commitments by suppliers of B&G Entrance Control, fire, strikes or interruptions of work or loss of the materials to be used, import or trade embargos.
- No entitlement to suspension exists if fulfilment is permanently impossible or the temporary impossibility lasts more than 6 months in which case the agreement between parties is annulled without one of the parties having the right to compensation of the damage suffered or to be suffered due to the annulment.
- If B&G Entrance Control has partly fulfilled its commitment they are entitled to a proportional part of the agreed price on the basis of the already executed work and the costs incurred.
A work is considered as completed:
- When B&G Entrance Control has informed the purchaser, be it in writing or verbally, of the completion of the work and the purchaser has approved the work.
- 8 days after B&G Entrance Control has notified the purchaser in writing that the work is completed and purchaser has failed to accept the work within that period of time.
- By making use of the work by purchaser on the understanding that by making use of a part of the work that part is considered as completed. Small defects which can be repaired within 30 days after delivery will not stand in the way of the completion. Upon withholding of approval of the work that prevents the completion, the purchaser is obliged to notify B&G Entrance Control of this in writing, stating their reasons. If any component outside the fault of B&G Entrance Control cannot be delivered at the same time as the completion then the completion will still be able to take place. However, account of this can be taken with the payment and the guarantee conditions.
If purchaser does not collect goods, which B&G Entrance Control has under its possession from the purchaser, despite the fact that these have been made available, against payment of the amounts due, B&G Entrance Control has the right one month after making the goods available to sell these goods after proof of default for and on behalf of the purchaser under the obligation to pay out the income to the purchaser, under deduction of the payments due to B&G Entrance Control including storage and other costs.
- Only under contingent condition does the purchaser become owner of the goods delivered or still to be delivered by B&G Entrance Control. B&G Entrance Control remains owner of the delivered or still to be delivered goods as long as the purchaser has not settled the claims of B&G Entrance Control in respect of the delivered performance of the agreement or a similar agreement, B&G Entrance Control also remains owner of the delivered or still to be delivered goods as long as the purchaser has not paid for the executed or still to be executed work from such agreements and as long as the purchaser has not settled claims due to shortcomings and the fulfilment of such agreements, including claims in respect of penalties, interest and costs.
- As long as the above claims have not been settled, the purchaser is not entitled to establish a possessory lien or non-possessory lien on the goods delivered by B&G Entrance Control and commits itself against third parties that want to establish such a right on first request of contractor to state that he is not entitled to establish a possessory lien. Furthermore the purchaser commits itself to not sign any deed by which possessory lien is established on the goods in which case the purchaser would make itself guilty of embezzlement.
- In the case the client does not fulfil any commitment from the agreement with regard to sold goods or work to be executed towards B&G Entrance Control, then B&G Entrance Control is authorized without proof of default to take back the goods, both the originally delivered as well as the newly formed goods. The purchaser authorizes B&G Entrance Control to access the location where these goods are stored.
- At the moment that the purchaser has settled all its payment commitments from this and similar agreements B&G Entrance Control provides the purchaser with the possession of the delivered goods under reservation of possessory lien of B&G Entrance Control, as required for other claims that B&G Entrance Control has on the purchaser. On the first request of B&G Entrance Control the purchaser will provide its cooperation to activities required in this respect.
- Payment of an invoice will need to take place within 30 days after the invoice date. Should this period be exceeded, then a 2% credit restriction surcharge will be due.
- When payment of a delivered invoice has not taken place within 30 days after the invoice date B&G Entrance Control is entitled after expiration of the intended period to charge the purchaser compensation due to loss of interest equal to the legal interest, however, with a minimum of 10% per annum if the legal interest is less than 10%, by which interest over a part of the month is calculated over a full month.
- B&G Entrance Control is furthermore entitled along with the principle claim and interest to claim all extrajudicial costs from the purchaser that result from the overdue payment or non-payment. Extrajudicial costs that are owed by the purchaser, in any case when B&G Entrance Control has insured itself for help from a third party for the collection. They will be calculated in accordance with the collecting rates that are advised by the Netherlands Bar Association in collection cases. The actual legal costs incurred by B&G Entrance Control with regard to calling in an adviser and expert(s) are due from the purchaser.
- Each complaint concerning an invoice needs to be formulated in writing to B&G Entrance Control within 8 days after the invoice date. Other claims during the guarantee period, under penalty of dissolution of rights, need to be made in writing at the latest within 8 days after the alleged defect has occurred or in all reasonableness was recognized.
- B&G Entrance Control guarantees the correct execution of an accepted work in regard to construction, material and processing, on the understanding that for all components that become defective during a period of 3 months after delivery due to inadequate construction and/or defective material, free new parts will be delivered by B&G Entrance Control. The guarantee does not extend in any situation further than the free delivery of new parts. B&G Entrance Control is never liable for any other damage suffered by purchaser and/or client. The purchaser and/or client indemnify B&G Entrance Control against claims as intended above.
If the purchaser and/or client for whatever reason whatsoever might wish to cancel the order and B&G Entrance Control is able to agree with this, the purchaser will be due in all situations to pay B&G Entrance Control by way of compensation 20% of the amount of the agreed price, or the proportional part of this, if it is a matter of partial cancellation, everything without prejudice to the right of B&G Entrance Control to demand integral compensation, if the nature of the order might give reason for this.
If the work offered to B&G Entrance Control must be carried out after the agreed time, either through force majeure and/or at the request of the purchaser and/or client, then B&G Entrance Control reserves the right to adjust the prices to the rates and prices applicable at the commencement of the assembly.
Possible inaccuracies in offers/order confirmations by which there is a clear matter of (an) (calculation) error(s) will be able to be rectified without this obliging B&G Entrance Control to carry out the delivery and/or sale in accordance with the erroneously made up document.
- The purchaser and/or client needs to ensure that the materials to be assembled by B&G Entrance Control can and may be delivered by a lorry, as used by them, to near the place where the fencing, gates. etc. needs to be erected. If this is not possible, the costs for B&G Entrance Control resulting from this can be charged to the purchaser and/or client on the basis of a subsequent calculation.
- An authorized representative of the purchaser and/or client needs to be present at the start of the assembly and at the completion. This person should inform himself in time of the correct starting and completion times, to avoid additional costs, for example, for waiting times.
B&G Entrance Control accepts no liability for any damage incurred by purchaser, client and/or third parties as a result of incorrect or defective execution of any order, they will only be able to be held liable to a correct execution thereof. The purchaser and/or client indemnify B&G Entrance Control against claims as intended above.
- Entire or partial annulment of the agreement takes place by a written declaration from the duly authorized person. Before the purchaser sends a written annulment declaration to B&G Entrance Control, he will always first place B&G Entrance Control in writing in default and grant B&G Entrance Control a reasonable period of time to still fulfil its commitments or rectify its shortcomings, which shortcomings the purchaser needs to accurately report in writing.
- The purchaser has no right to entirely or partly terminate the agreement or suspend its obligations if it was itself in default with the fulfilment of its obligations.
- Dutch law is applicable to all agreements.
- The conditions of the Vienna Sales Convention are not applicable and neither are any future international regulations with regard to the purchase of tangible moveable goods of which the effect can be excluded by parties.
- All disputes resulting from special offers and agreements, however referred to, will be subjected to the judgement of the Civil Court that is competent in the place of business of B&G Entrance Control unless statutory provisions prevent this.