General Terms and Conditions of Stimulan B.V. or a Stimulan B.V. dealer
1. These General Terms and Conditions shall apply to all agreements, under whatever title, entered into by Stimulan B.V. or a Stimulan B.V. dealer, hereinafter referred to as the “Supplier”. These terms and conditions can also be invoked by employees of the Supplier and by third parties engaged by the Supplier.
2. If the Supplier cannot perform an agreement or cannot perform such properly or on time due to circumstances beyond its control, this shall be considered Force Majeure for the Supplier. The Supplier shall never be liable for any damage or loss in cases of Force Majeure.
3. a. A contracting party shall carefully and expertly check that any goods delivered comply with the agreement. If they do not and if the contracting party fails to inform the Supplier of the non-compliance in writing with full details within two (2) working days of the delivery or of the moment when non-compliance could have been reasonably discovered, the contracting party shall no longer be able to invoke non-compliance.
b. Any non-compliance, which is within a production or weight tolerance, which is reasonable according to trade practices, shall not be considered a defect.
4. a. Payment to the Supplier shall be made prior to the due date stated on the invoice without any set-off, discount and/or deferment.
b. The Supplier shall reserve title to the goods it delivers. If an invoice sent by the Supplier in respect of the delivery of goods or the provision of services is not paid on time or if the Supplier has a claim against a contracting party due to any failure in the performance of an agreement, the Supplier shall be entitled to request that the goods delivered be returned into its possession.
c. If payment is not made by the due date agreed, a contracting party shall be considered to be in default by operation of the law and the Supplier shall have the right to charge interest equal to the statutory interest plus 2%, with effect from the due date, as well as all judicial and extra-judicial costs incurred for collecting its claim, without any notice of default being required
d. The Supplier shall at all times reserve the right of set-off against amounts owed or to be owed by the Supplier or a company affiliated with it to a contracting party.
5. If damage or loss occurs in connection with the performance of an agreement entered into with the Supplier, the following shall apply:
a. If the damage or loss is the result of a government action leading to an obligation, or of services and/or advice not invoiced, the Supplier shall not be liable for such damage or loss.
b. If the damage or loss has been caused by a faulty product delivered by the Supplier or by faulty service or advice invoiced by the Supplier, the Supplier's liability shall be limited to the amount which will be distributed in the event in question under the liability insurance policy or policies taken out by the Supplier, to be increased by the amount of the excess which will not be paid by the insurers, as laid down in the insurance conditions. If, for any reason, no insurance distribution is made, the Supplier's maximum liability shall be limited to the invoice amount of the product, service or advice in question, whereas this liability shall never exceed the maximum of €45,000.
6. The right to damages by virtue of the Supplier's liability concerning defects in goods delivered, services provided or advice given shall lapse one year after the time of delivering, providing or giving such.
7. All agreements with the Supplier shall be governed by Dutch law. The application of the United Nations Convention on Contracts for the International Sale of Goods (1980) [CISG] is explicitly excluded. Any and all disputes shall be adjudicated by the competent court in the district under which the Supplier resides.
Effective as at 1 January 2007