Terms and Conditions
QUALITY FABRICS, SYSTEMS & COMPONENTS GENERAL TERMS AND CONDITIONS OF SALE, DELIVERY AND PAYMENT OF:
A.G. TEXTILES B.V. Registered at 5026 RJ Tilburg, the Netherlands, J.F. Vlekkeweg 4 1.
General 1.1. These Terms and Conditions have been expressly agreed between the parties and apply to all our offers to, agreements with, deliveries to, services performed to and/or payments of our customers.
1.2. In case we deviate from these Terms and Conditions for the benefit of our customers that does not imply that we would also waive or set aside these Terms and Conditions in other cases.
1.3. Deviations from these Terms and Conditions will be binding on us only if expressly agreed by us in writing.
1.4. In case of conflict between these Terms and Conditions and those of our customers these Terms and Conditions shall apply. General terms and conditions referred to by our customer shall not apply and are expressly rejected by us.
2. Offers, orders and agreements
2.1. All our offers are free of engagement unless expressly stated otherwise.
2.2. All illustrations, drawings, models, samples or examples, including sizes, colours, weights and qualities are as accurate as possible but are provided as indications only and are not binding on us.
2.3. Orders should be preferably placed in writing. If AG Textiles accepts an order that order will be confirmed by us in writing (if necessary with modifications) by means of an order confirmation as soon as possible. Unconfirmed orders may always be refused by us without stating reasons.
2.4. Agreements are not concluded until after a written order confirmation by AG Textiles. If the customer does not object to the content matter of this confirmation within 24 hours in writing, this order confirmation will be binding on the customer.
2.5. Modifications of the agreement are valid only if they have been confirmed to the customer by AG Textiles in writing.
3. Delivery and transport
3.1. Standard delivery takes place ex works except if provided otherwise by the agreement.
3.2. Delivery times agreed are determined by us as approximate times and are not binding on us. In case of late delivery customer must send us a written notice of default. Non-observance of the time of delivery – after notice of default or otherwise – will never result in a right to damages. Delivery in split consignments must be accepted by the customer.
3.3. With respect to quality, and if no clear specifications have been provided, we are merely obliged to supply normal and customary commercial quality, subject to normal variations in sizes, weights, robustness and such.
3.4. In addition to that we have the right to technically modify goods purchased by the customer and produced by us or as ordered by us, in deviation of specifications that may have been agreed, provided that this does not affect the quality of those goods.
3.5. A broad deviation in designs and colours of samples or examples is permitted, provided that this deviation does not affect their quality, according to objective, aesthetic criteria.
4 Excess and short deliveries
4.1. Except if agreed otherwise in writing AG Textiles may round off deliveries to entire or fixed package quantities.
5. Taking delivery
5.1. At the time of delivery the risk in the goods supplied will pass to the customer.
5.2. As soon as AG Textiles is able to deliver the customer is obliged to directly take delivery of the goods purchased, except if agreed otherwise. If transfer to the customer at the location of AG Textiles has been agreed, the customer is obliged to be present or represented at the time of delivery; failing this the customer will be deemed to have accepted delivery.
5.3. If delivery of the goods is not taken and these goods or part thereof must be stored by us, we will have the right to charge any necessary costs of storage to the customer. A failure to take delivery does not suspend customer’s payment obligations. From the time of storage the risk in these goods passes to the customer.
6. Prices
6.1. Prices agreed are based on costs of wages, raw materials, transport, insurance, taxes and exchange rates, import duties and other factors determining price, as they applied on the commencement date of the agreement. In case of an increase of the above factors determining price – also due to circumstances that could have been anticipated at the time of conclusion of the agreement – we will have the right to charge the customer a proportionate increase or cancel the agreement without being liable for compensation of any damage.
6.2. Unless agreed or stated otherwise all prices are expressed exclusive of B.T.W. (VAT). 7. Payment
7.1. Any costs in connection with payment, including bank costs will be split between the parties; 50% of these costs will be borne by the customer.
7.2. Payment must take place within 30 days of invoice date, unless determined otherwise by AG Textiles. The day that the amount due is credited to our account will be considered as payment date.
7.3. The customer does not have the right to set off its payment obligations against any claims of any kind of the customer against AG Textiles without the express written approval of AG Textiles.
7.4. We will always have the right – also after the agreement has been concluded as described above – to demand payment in cash, payment of the entire amount or part thereof in advance or security for payment in a shape as determined by us.
7.5. If the customer fails to pay within the time specified, the customer will be in default by operation of the law without a notice of default being required. From the first day of default the customer will owe interest on the (unpaid part of the) invoice amount. The interest percentage is equal to legal, commercial interest.
7.6. If the customer does not meet its payment obligations as described in these Terms and Conditions or if the customer does not, not in time or not properly meet its obligations towards us, the customer will be in default by operation of the law. In that case the customer is obliged to pay to AG Textiles all (extra)judicial costs of collection and/or any damages, in addition to any additional amounts customer owes to us on account of that. In that case we will also have the right to cancel (part of) the agreement and we will be entitled to compensation of the damage and costs described above, without being obliged to compensate any damage. If customer is in default customer will owe to AG Textiles extrajudicial collection costs of at least fifteen percent of the outstanding invoice amount with a minimum of € 150,00. In case we apply for a bankruptcy the customer will also owe us – besides the principal amount, interest and (extrajudicial) collection costs – the costs in connection with the bankruptcy petition.
7.7. Payments of the customer will be applied first to costs, then to interest and then to the oldest debts owed to AG Textiles, also in case the customer has stated a different purpose for its payment.
8. Complaints
8.1. Our customer is obliged to directly inspect goods received and to report in writing any visible defects immediately but no later than 8 days after receipt. Non-visible defects must be reported in writing immediately, i.e. no later than 4 days after their discovery or after they should reasonably have been discovered, but in any case within two months after receipt of the goods. If the customer does not comply with this provision the customer will not have the right to invoke defective delivery. Any right to submit a complaint will lapse in case the goods concerned have already been processed or modified, contaminated or used by the customer in a different way.
8.2. If the packaging and/or the goods have been damaged during transport the customer must state this on the consignment note and must have the forwarding agent make a written note before the customer receives the goods. The customer must send us this note within 48 hours.
8.3. AG Textiles must always be given the opportunity to inspect the goods that are subject to a complaint.
8.4. No complaint or (warranty) claim will give our customer the right to suspend, omit its obligations or consider fulfilment of its obligations cancelled. Set-off is expressly excluded.
8.5. If AG Textiles looks into a complaint without being obliged to do so, that will merely be considered goodwill without AG Textiles accepting any liability for a complaint. If the complaint proves to be unfounded, the customer will be obliged to compensate AG Textiles for any costs caused, e.g. for services performed and goods delivered.
9. Force Majeure
9.1. If it appears, before or during performance of the agreement, that (further) performance is not possible for us due to force majeure or external causes or circumstances beyond our control, or that (further) performance has become considerably more burdensome than anticipated on conclusion of the agreement, we will have the right to suspend performance of the agreement or cancel the agreement without being liable for any damages.
9.2. “Force majeure” is understood to mean but is not limited to: any involuntary interruptions or restrictions of operations, such as storm damage and other natural catastrophes, fire, restrictions caused by third parties, strike, lock out, public unrest in the Netherlands and the country of origin of goods or raw materials, war or threat of war in the Netherlands or elsewhere in Europe, sickness of virtually all our employees, import or export restrictions, restrictive or complicating provisions of authorities in the Netherlands or abroad, delays in or failure of delivery of goods by our suppliers and in general any other circumstances beyond our control.
10. Liability/warranty
10.1. AG Textiles is liable only for damage of customer that is a direct consequence of an attributable default in the performance of an obligation or of a tort, and this liability is limited to an amount not exceeding the purchase amount of the good concerned. We are never liable for any other (consequential) damage of the customer or any third parties.
10.2. AG Textiles is not liable for failures caused by force majeure.
10.3. AG Textiles is never liable for malfunctions, defects or damage due to improper use, negligent maintenance or substandard maintenance, external force, overload, normal wear and tear or repairs carried out by third parties.
10.4. The limitations of this article do not apply if damage is caused by gross negligence or intent on the part of AG Textiles, to be substantiated by the customer.
10.5. If a warranty is given on goods that have been supplied by AG Textiles, that will be stated expressly in writing. Failing such statement no warranty obligation will apply. The warranty will never cover more than free repairs or free delivery of new or similar goods. We are never liable for any other (consequential) damage of the customer or any third parties.
11. Reservation of title
11.1. All goods supplied by AG Textiles will remain our property until the customer has fulfilled all its obligations resulting from all agreements with us.
11.2. The customer may not pledge or in any other way encumber goods supplied subject to reservation of title.
11.3. If a third party attaches or wishes to establish or exercise rights in respect of goods supplied subject to reservation of title, the customer is obliged to inform us of this as soon as may reasonably be expected.
11.4. The customer undertakes to insure and keep insured the goods supplied subject to reservation of title, against fire, theft, explosion and water damage, and to show us the policy of this insurance upon request.
11.5. Goods supplied under reservation of title by AG Textiles may be re-sold only as part of the normal business operations and may never be used as payment. In case of transfer of the goods and at the request of AG Textiles the customer is obliged to establish an undisclosed pledge in favour of AG Textiles on the claims against third parties which the customer will obtain on account of this transfer.
11.6. For the case that we would wish to exercise our ownership rights described in this article the customer hereby grants us or third parties specified by us its unconditional and irrevocable approval to access any places at which our property is located, and take back those goods.
11.7. In case of agreements with customers registered in Germany reservation of title is governed by German law.
11.8. In case the customer does not meet its obligations resulting from the agreement concluded with AG Textiles, AG Textiles will have the right – besides the other rights described in these General Terms and Conditions – to take back the goods supplied to the customer. This right applies in particular but not only if goods held by the customer are attached, in case the customer applies for suspension of payment, in case the customer’s bankruptcy is applied for or declared or in case the customer enters into any settlement arrangements with one or more of its creditors.
12. Dispute
12.1. The legal relationship between the parties is governed by these Terms and Conditions as well as by Dutch law exclusively, except in case article 11 applies to an agreement between us and a customer registered in Germany.
12.2. All disputes arising from the legal relationship between the parties will be submitted exclusively to the jurisdiction of the “Rechtbank Zeeland-West-Brabant” by the parties.
12.3. These Terms and Conditions have been filed with the Chamber of Commerce under number 18034323.
