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GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY EUROLAC FEED PRODUCTS B.V.
1. These general terms and conditions of sale and delivery shall apply to and be an integral part of all sales contracts, price quotations and offers whereby the private company with limited liability Eurolac Feed Products B.V., with its registered office and principal place of business in Putten (3882 TS), at Midden Engweg 13, acts as vendor.
Offer and confirmation
2. Price quotations and offers made by or on behalf of the vendor, whether oral or in writing, whether by telephone or in any other way, shall always be without obligation, unless agreed otherwise in writing.
3. Taxes, import duties, levies and/or other government charges introduced or made known to the vendor after a price quotation, offer or conclusion of a contract of sales shall be passed on by the vendor to the purchaser, even if no account has been taken of these taxes, import duties, levies and/or other charges in the aforementioned quotation, offer and/or contract of sale. The same shall apply with respect to increases introduced by the government in already existing taxes, import duties, levies and/or other charges after a quotation, offer or conclusion of a contract of sale.
Delivery and risk
4. With franco deliveries by the vendor to the purchaser, the goods shall be transported to the purchaser or its company at the expense and risk of the vendor, unless otherwise agreed in writing. In all other cases, the goods shall be transported – unless otherwise agreed in writing – at the expense and risk of the purchaser.
5. The vendor shall only be liable to indemnify the purchaser against hidden defects in the goods sold and delivered to it, and only for damage of any kind whatsoever arising from hidden defects in the event that:
a. the sold and delivered goods – whether they are mixed feeds or other goods – were produced by the vendor itself and delivered directly – thus not via a middleman – by or on behalf of the vendor to the purchaser, but in the cases referred to here under a. only if and in so far as the hidden defects are attributable to the fault of the vendor, as well as – outside a fault attributable to the vendor – if and in so far as the manufacturer or supplier from which the vendor has received the raw materials and/or articles processed in the mixed feeds and/or other goods it has sold and delivered, which are the actual source of the hidden defects, can be held liable by the vendor, and this manufacturer or supplier in turn actually compensates the vendor for the damage incurred.
b. the sold and delivered mixed feeds and/or other goods were manufactured and/or processed by others than the vendor, or at least were delivered by others than the vendor, without the vendor having processed and/or made changes to these mixed feeds and/or other goods, but in the cases referred to here under b. only if and in so far as the manufacturer or supplier from which the vendor has received the sold and delivered mixed feeds an/or other goods can be held liable by the vendor and in turn actually compensates the damage incurred.
Acceptance and complaints
6. a. The purchaser must check the goods sold and delivered by the vendor immediately after delivery with respect to quantity, weight and soundness.
b. In the event of non-visible defects in the goods sold and delivered by the vendor, the purchaser shall lodge a complaint with the vendor as soon as possible, but in any case within two days of the day on which the defects were discovered and also within a period of six weeks of the date of delivery.
c. In the event of visible defects and defects which should be discovered after the check referred to under 6.a., complaints concerning the sold and delivered goods shall be brought to the vendor’s attention as soon as possible, but in any case within two days of the date of delivery.
d. If no complaint has been lodged with the vendor within the period referred to above, the purchaser shall be deemed to have accepted the goods as completely sound or to have approved the quantity and weight delivered, and bills of lading, receipts, invoices, accounts and other records of the vendor shall serve as incontestable proof.
7. a. All sales of the vendor shall take place at the day prices calculated by the vendor on the date of delivery, unless otherwise agreed in writing.
b. If government regulations concerning price policy are passed and/or announced after the conclusion of contracts of sale, as a result of which the vendor is obliged to charge other prices than the day prices referred to in the preceding sentence and/or as a result of which the performance of the contract is no longer responsible from the point of view of business economics, the vendor shall be entitled to cancel the contract concluded, without being liable to the purchaser for any damages.
c. An increase in transport costs, occurring beyond the vendor’s control and still unknown at the time the contract was concluded may always be passed on by the vendor to the purchaser.
8. If the purchaser proves to have a well-founded complaint and is entitled to reimbursement of the payment already made to the vendor – possibly after the purchaser has returned the delivered goods to the vendor – the vendor shall be obliged to reimburse the payment forthwith.
9. a. Indicated delivery terms shall never be considered deadlines, unless explicitly agreed otherwise. In the event of late delivery, therefore, the vendor shall have to receive written notice of default.
b. If the last day of an indicated delivery term should fall on a Saturday, Sunday, New Year’s Day, Easter Monday, Ascension Day, Whit Monday, Christmas or Boxing Day or the day designated by the government to celebrate national liberation, the next working day shall apply as the last day of the indicated delivery term.
c. If the purchaser has not taken delivery of the sold goods upon the expiry of the indicated delivery term because of a circumstance for which the purchaser is to blame, the vendor shall be entitled at its discretion either to keep these goods at the disposal of the purchaser and store them at the purchaser’s expense and risk at a place to be determined by the vendor, in which case the purchaser itself must see to it that the goods are collected, or to make use of the possibility to cancel the contract of sale by way of a written declaration. In the last-mentioned case, the purchaser shall be liable for the damage and/or loss incurred by the vendor.
d. In the case referred to in 9.c., the purchaser shall remain obliged to pay within the normal payment period, in which case the date of delivery shall be the date on which the goods were offered in vain for delivery.
10. During force majeure, the delivery and other obligations of the vendor shall be suspended. If the period during which it is impossible for the vendor to perform its obligations because of force majeure lasts longer than two months, both parties shall be entitled to cancel the contract without judicial intervention, in that case without being liable for damages.
11. If the vendor had already performed some of its obligations before the occurrence of force majeure, or is only able to perform some of its obligations, it shall be entitled to invoice the already delivered or deliverable part separately and the purchaser shall be obliged to pay this invoice as if a separate contract were involved.
12. Force majeure in the preceding sentence is understood to mean circumstances hindering the performance of the contract, and which are not attributable to the vendor. These include:
a. storm damage and/or damage as a result of other natural disasters;
b. breakdowns and/or obstacles caused by third parties, strikes, forced closure of the business, riots in the Netherlands and/or countries of origin of the goods to be delivered and/or the raw materials to be processed in them;
c. war or the threat of war, full or partial mobilisation in the Netherlands and/or in countries of origin of the goods to be delivered and/or the raw materials to be processed in them;
d. loss of or damage to materials during transport;
e. sickness of one or more irreplaceable employees;
f. import and export bans and other hindering measures passed or taken by any government;
g. a ban on delivery to the purchaser, imposed by groups, organisations, institutions or contractual forms of co-operation with which the vendor is affiliated or of which the vendor is a part;
h. lack of or breakdowns of means of transport;
i. fire or other industrial accidents;
j. failure to deliver or late delivery to the vendor by suppliers in the Netherlands and/or abroad otherwise than as a result of breach on the part of the vendor;
k. stagnation in domestic as well as foreign supply;
whether these circumstances occur at the vendor’s company or at those of its suppliers.
13. The Vendor shall also be entitled to rely on force majeure if the circumstance constituting force majeure occurs after its obligations should have been fulfilled.
Retention of ownership
14. As long as the amount of the purchase price plus any interest and additional costs due under a contract of sale concluded with the vendor has not been paid in full by the purchaser, the vendor shall retain the ownership of the goods sold and delivered under said contract of sale. As long as the vendor retains ownership – therefore until payment is made in full – the purchaser shall be obliged, if requested, to inform the vendor or its authorised agent of the location of the sold and delivered goods and, if requested, allow the vendor or its authorised agent access to the sold and delivered goods.
15. In the event that the purchaser fails to perform or only partially performs an obligation under a contract of purchase and sale concluded with the vendor, the vendor shall be entitled to reclaim the sold and delivered goods without any notice of default or judicial intervention.
16. As long as the purchaser has not paid the vendor in full for goods purchased and received, it shall not be entitled to pledge these goods to third parties, to transfer their ownership to third parties and/or to dispose of them, unless this is done in accordance with the normal use of those goods and the normal conduct of the purchaser’s business. In the event that this provision is violated, the purchase price shall – even if, for any reason whatsoever, this is not yet the case – become immediately due and payable in full.
17. Unless agreed otherwise in writing, the vendor shall be entitled to payment of the purchase price, without any discount and/or set-off, within 14 days of delivery of the purchased goods.
18. Payment to representatives and/or other middlemen shall only discharge the purchaser and be legally valid if these representatives or other middlemen are in possession of a written power of attorney for the receipt of payments for and in the name of the vendor.
19. The purchaser who exceeds the payment term referred to in 17. shall owe interest at a rate of 1,5% per month on the
purchase price, or at least the unpaid part of it, from the moment the payment term was exceeded until the date of payment in full.
20. If the purchaser does not fulfil its payment obligations promptly and also fails to comply with a notice of default with a period of a week, the vendor shall be entitled to consider the contract of sale to be cancelled without judicial intervention. In that case the purchaser shall be liable for the loss incurred by the vendor, consisting, among other things, of loss of profit, transport costs and the costs of the notice of default.
21. If the vendor takes extra judicial measures for debt collection in the event of breach of contract by the purchaser, the purchaser shall be liable to pay the costs thereof. These costs amount to 10% of the invoice amount if a claim in the Netherlands is concerned, and 15% of the invoice amount if a claim in a foreign country is concerned, in both cases subject to a minimum of € 100,00.
22. If before or during performance of a contract of purchase and sale, in the vendor’s reasonable opinion, there are clear indications that the creditworthiness of the purchaser is low or has decreased sharply, the vendor shall be entitled – without being bound to give notice or to any other formality with respect to the purchaser – not to deliver or to postpone further deliveries as long as the purchaser has not provided any security for payment to the satisfaction of the vendor, irrespective of whether the payment must be made immediately or within a specific period of time after delivery. Therefore, in the case referred to in the preceding sentence, if the payment does not have to be made immediately but within a specific period of time, the vendor shall also be entitled automatically to require security for the payment within the specified payment period, on penalty of the immediate payment in full of the purchase price of goods already delivered and on penalty of stopping the delivery or further delivery.
23. If the vendor has made advance payments to the purchaser in money and/or loans, in direct or indirect connection with sales and deliveries already made and/or still to be made, whether of mixed feeds or other goods, and/or in connection with other contractual relations between the vendor and purchaser, the provisions under 17 to 22 shall apply mutatis mutandis, except with respect to the credit period set in connection with the sale and delivery of goods. The vendor shall be entitled – unless it will be agreed otherwise in writing at a later date – to repayment – without any discount and/or set-off – of the advance payments made to the purchaser in money and/or loans from the date that these become due and payable under an agreement, whether oral or written, or under the provisions of 22 above. Interest shall also be calculated as of that date in accordance with the interest stipulated in 19, unless a higher interest rate was agreed orally or in writing between the vendor and the purchaser when the advance payments and/or loans were provided, in which case the purchaser shall also be charged the higher interest rate as of that date.
24. Stipulations deviating from these general terms and conditions of sale and delivery shall only have effect if they have been agreed in writing between the purchaser and the vendor.
25. The laws of the Netherlands shall apply to this contract.
In accordance with the Trade Register of the Chamber of Commerce and Industry for the Noord-West Veluwe, the vendor is registered under number 09063719 under the trade name: Eurolac Feed Products B.V., with its registered office and principal place of business at Midden Engweg 13, 3882 TS Putten.