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General conditions

General conditions

These are the General conditions of Chiel Meekes Handelsonderneming B.V.

General Terms and Conditions – Chiel Meekes Handelsonderneming B.V.

A. Definitions

In these general terms and conditions, the following terms are understood to mean:

  • Buyer: any natural or legal person who enters into or is negotiating a purchase agreement with the Seller.
  • Seller: Chiel Meekes Chiel Meekes Handelsonderneming B.V., established in Winterswijk, Chamber of Commerce number 60731885.
  • Products: all goods sold or delivered by the Seller to the Buyer.
  • Agreement: any arrangement between the Seller and the Buyer, including all preparatory and execution activities related to that arrangement.

B. Applicability

  1. These general terms and conditions apply to all quotations, offers, agreements and deliveries made by the Seller.
  2. Deviations are only binding if agreed upon in writing and confirmed by both parties.
  3. If any provision is found to be in conflict with mandatory (inter)national law, the remainder of the terms shall remain fully valid. In such cases, the parties shall consult to agree on a replacement provision with the closest possible intent.

C. Quotations, Agreement, and Prices

  1. All quotations are non-binding unless explicitly stated otherwise.
  2. An agreement is concluded upon written confirmation by the Seller or through actual performance.
  3. A quotation does not oblige the Seller to deliver part of the products at a proportionate price.
  4. All prices are exclusive of VAT and shipping costs, unless stated otherwise.
  5. The Seller is entitled to adjust prices in the event of changes in cost-determining factors such as raw materials, wages, taxes or exchange rates. Only if the price increase exceeds 15%, the Buyer has the right to dissolve the agreement.

D. Force Majeure

  1. If the Seller is unable to fulfil its obligations due to force majeure, it shall inform the Buyer as soon as possible.
  2. Force majeure means any circumstance beyond the Seller’s control that temporarily or permanently prevents performance, including but not limited to: government measures, natural disasters, pandemics, strikes, transport issues, and supplier failures.
  3. In case of force majeure, the Seller has the right to suspend deliveries or to dissolve the agreement in full or in part, without being liable for damages.
  4. If the force majeure lasts longer than 14 days, the Buyer may dissolve the agreement insofar as fulfilment remains impossible.

E. Delivery

  1. Delivery takes place ex warehouse unless agreed otherwise. For carriage paid deliveries, the transport method is determined by the Seller.
  2. The risk of loss or damage passes to the Buyer at the moment of delivery.
  3. If the Buyer fails to collect the products at the agreed time, the Seller may, at its own discretion:
    • store the products at the Buyer’s expense and risk; or
    • dissolve the agreement and claim damages.
  4. Delivery times are indicative and not strict deadlines. Exceeding these times does not entitle the Buyer to dissolution or compensation.
  5. The Seller may deliver in instalments and invoice per delivery.
  6. If the Buyer has not made previous payments (on time), the Seller may suspend further delivery.
  7. Pallets must be returned within one month after delivery. Non-returned pallets will be charged at the current deposit rate.

F. Payment

  1. Unless otherwise agreed in writing, payment must be made within 14 days of the invoice date. This term is final.
  2. In the event of overdue payment, the Buyer is automatically in default. The Seller may then:
    • charge interest and collection costs;
    • suspend further deliveries;
    • dissolve the agreement and claim damages.

G. Retention of Title

  1. All delivered products remain the property of the Seller until all claims, including interest and costs, have been paid in full.
  2. Until full payment is made, the Buyer may not sell, pledge, or process the products, except in the normal course of business.
  3. The Seller has the right to repossess products in case of payment default or justified doubts about payment. The Buyer is obliged to cooperate.
  4. The Buyer must inform the Seller immediately in case of attachment or claims from third parties.

H. Complaints and Defects

  1. The Buyer must inspect the products upon receipt for visible defects.
  2. Visible defects must be reported in writing within 8 days of delivery.
  3. Hidden defects must be reported in writing within 8 days of discovery, and no later than one month after delivery.
  4. After these periods, all rights to claims or compensation expire.
  5. Complaints about part of the delivery do not entitle the Buyer to reject the rest.
  6. Returns are only allowed with prior written consent from the Seller and are at the Buyer’s expense and risk.
  7. The burden of proof for defects lies with the Buyer.

I. Liability

  1. The Seller is not liable for indirect damage, including consequential damage and loss of profit, unless there is intent or wilful recklessness.
  2. The Seller is not liable for third-party claims regarding the infringement of intellectual property rights.
  3. Liability lapses if products are used, processed or treated incorrectly.
  4. The Seller’s liability is limited to the invoice amount of the relevant delivery or, if applicable, the amount paid out by the insurer.
  5. The Buyer indemnifies the Seller against all third-party claims relating to the products supplied by the Seller.

J. Suspension and Termination

  1. Without being liable for damages, the Seller may suspend the performance of its obligations or dissolve the agreement if:
    a) the Buyer fails to fulfil obligations (on time or in full);
    b) the Seller has valid reasons to fear non-performance by the Buyer;
    c) the Buyer fails to provide adequate security upon request;
    d) the Buyer can no longer freely dispose of its assets, such as in the event of bankruptcy, suspension of payment or seizure.

K. Applicable Law, Competent Court and International Trade

  1. All agreements between the Seller and the Buyer, and these general terms and conditions, are exclusively governed by Dutch law.
  2. The applicability of the Vienna Convention (CISG – United Nations Convention on Contracts for the International Sale of Goods) is expressly excluded.
  3. All disputes arising from or related to an agreement or these terms and conditions shall be submitted exclusively to the competent court in the district where the Seller is established, unless mandatory provisions dictate otherwise (e.g. in the case of consumers or foreign legal obligations).
  4. In the event these general terms and conditions are translated into another language, the Dutch version shall prevail in the case of differences in interpretation.

These general terms and conditions have been filed with the Chamber of Commerce under number 60731885.