of: Block Moulds B.V., hereinafter referred to as « BM »
1. These general terms and conditions apply to all BM offers whether offered via the webshop www.blockmoulds.com or not as well as on all contracts concluded via the webshop or not between BM and a contract partner, hereinafter referred to as: ‘Other Party’.
2. By ordering, the Other Party states they agree with the applicability of these general terms and conditions. Consequently the general terms and conditions of the Other Party shall not apply, unless otherwise agreed in writing.
3. Contracts are concluded by written or electronic acceptance by BM.
4. All transactions between BM and the Other Party are considered as B2B transactions.
5. If BM deems this necessary for performance of the contract, BM is authorised to bring in third parties, the cost of which shall be charged on to the Other Party.
6. BM has the right to terminate the contract (your option to purchase and access to our webshop) at any time (without stating reasons). BM shall notify the other party of the contract’s termination. In the event of termination, BM shall not be held liable and shall also accept no liability for any consequences whatsoever.
Offers and price lists
7. All BM offers and price lists are without engagement unless otherwise expressly agreed in writing. Starting from the date they are published, BM offers are valid for 30 days, unless otherwise expressly agreed in writing.
8. All quotations are subject to price changes. BM reserves the right to alter the prices as shown in the quotation and price lists at any time – up to the moment payment has been made- for example, but not exclusively, as a result of currency changes. Such a price adjustment does not give the Other Party the right to terminate the contract or have it terminated unless the price adjustment involves an increase of more than 15%.
9. Price lists, offers, explanatory notes and confirmations provided by BM to the Other Party are confidential and therefore may not be given to third parties (for inspection). All loss/damage that BM suffers as a result of the fact that the Other Party has breached this provision shall be recovered in full from the Other Party.
Delivery and risk
10. Specified delivery/completion times shall never be considered as firm dates unless otherwise expressly agreed in writing.
11. Delivery of products by BM and the transfer of the risk thereof shall occur ex BM warehouse/company. The moment the products leave the BM warehouse/company, the product risk is transferred to the Other Party. We only deliver goods based on Incoterms EXW or CPT.
12. Transport is always for the account and risk of the Other Party, even when the Other Party has commissioned BM to provide the transport. This also applies when the carrier indicates that transport loss/damage shall be for the account and risk of sender (BM).
13. In case of an incomplete delivery, the Other party is responsible for notifying the sender (BM) within 14 days of the delivery. After which BM will not be responsible for the delivery.
Letter of credit
14. Letter of Credit (LC) agreements are only applicable if fully accepted by BM. If a LC is fully accepted by BM and confirmed from the BM management to the opening bank under no circumstances changes of any kind to the by BM confirmed LC can be made or are accepted. It is to BM its sole discretion if a LC payment system is applicable or not. All bank cost of the LC at BM side must be paid by the customer requesting the LC and shall be invoiced separately if they cannot be added in the pending LC.
EU sanction countries – OFAC as part of our terms of delivery
15. BM adheres to the European regulations that have been imposed by the OFAC regarding sanction countries. Based on these regulations, BM conducts no, or limited, transactions with countries that are included in the list of sanction countries.
16. The Recipient is prohibited to sell the delivered goods at a later date to a sanction country described on the OFAC website, on the strength of the transmittable clause that is imposed by the EU and the OFAC.
17. BM cannot be held liable if the recipient resells delivered goods to a sanction country.
18. BM is entitled to withdraw an offer on suspicion of failure to comply with the regulations regarding sanction countries.
19. Unless otherwise expressly agreed in writing, payment by the Other Party must be made by bank transfer prior to delivery or in cash with delivery.
20. If the Other Party fails to pay on time, said Other Party is immediately in default, without notice of
default required from BM. In that case, in addition to the statutory commercial interest rate, the Other Party shall also owe extrajudicial (collection) costs, which in derogation of Art. 6:96, paragraph 4 of the Dutch Civil Code and in derogation of the Besluit vergoeding buitengerechtelijke kosten (Decree on collection of extrajudicial costs), shall be 15% of the principal sum, with a minimum of €100.00 for every invoice that remains partially or fully unpaid.
21. Payment is always made without right of suspension and/or setoff, unless the counterclaim with which the Other Party wants setoff is acknowledged in writing by BM.
22. The (partial) payments made by the Other Party shall first be applied to settle the longest outstanding invoice, irrespective of any reference mentioned by the Other Party.
23. Payments must be done under your costs (code OUR)
24. If on the basis of financial indicators by credit estimating parties, among which but not exclusively Creditsafe, there is apparent reason to end the credit agreement with a customer of BM. BM will at all times reserve the right to reevaluate the existing agreement. BM is in no way responsible for damages that result from ending the agreement.
Warranty, defects and obligation to complain
25. BM guarantees that the items, work and/or services it provides are suitable for the applications intended by BM, which stem from the provided instructions for use. Further warranties are only issued by BM insofar as this has been explicitly agreed to in writing.
26. If there is question of a factory warranty and/or product liability, only the manufacturer shall be liable.
27. If a contract commits BM to deliver products, visible defects must be reported immediately upon receipt by the Other Party on the (digital) delivery document. This can be, inter alia but not exclusively, the transport document or the packing slip. Likewise, the defects must be reported to BM in writing (email).
28. Other (hidden) defects must be reported by the Other Party to BM in writing (email) within 24 hours after they are discovered or should have reasonably been discovered. BM applies a short complaint period because complaints not made promptly can incur major consequential loss or damage, which can only be prevented by this short complaint period.
29. Reports of defects that do not include the original purchase invoice shall not be dealt with by BM.
30. The Other Party is not entitled to have defects repaired insofar as they are on systems and appliances that have been delivered in a project that is already completed and for which a completion acceptance form has been signed.
31. If the Other Party has sent the report and the goods actually do not fulfil the guaranteed requirements or show defects, BM is obliged, at its discretion, to repair the goods at its expense or to replace them. All logistics costs regarding the repair, replacement or remedy shall be at the expense and risk of the Other Party.
32. Invoking the right to complain does not eliminate the Other Party’s obligation to pay.
33. BM does not accept any returns whatsoever. The products that you have ordered are delivered after payment. You can only cancel orders if they have not been paid for yet. You cannot therefore return your products, even if the boxes are unopened or undamaged.
34. In situations of force majeure, BM has the right to suspend its obligations for the duration of this situation. By situations of force majeure is meant, inter alia, all situations that could not be reasonably anticipated at the time the contract was concluded and are beyond the control of BM. In the event of force majeure, the Other Party is not entitled to compensation.
35. Neither BM nor any third parties they use in the performance of this contract shall be liable to the Other Party for compensation of any loss/damage, direct or indirect, that arises due to any cause whatsoever; all this with the exception of loss / damage that arose by wilful act or gross negligence on the part of BM.
36. BM’s liability is limited to the invoice amount relating to the order concerned. Indirect loss/damage, including inter alia consequential loss/damage, lost profits and loss through business interruption shall never be eligible for compensation.
37. Notwithstanding the aforementioned, if BM is insured for the loss/damage concerned, its liability is limited to the amount to be paid out by the underwriter on the basis of the insurance. A copy of the policy with terms is available for perusal at the BM office.
Retention of title and right of retention
38. BM has retention of title as referred to in Article 3:92 of the Dutch Civil Code on all of its delivered products in the matter of claims relating to the consideration for the products delivered under a contract or contracts to the Other Party by BM for work performed or to be performed for the benefit of the Other Party under a contract or contracts, as well as with regard to the claims relating to the failure to perform such contracts. In the event that transactions are entered into between BM and the Other Party successively and/or on a regular basis, the retention of title shall only lapse when the other party has settled all BM claims. The Other Party is obliged to refrain from any action that compromises the aforementioned retention of title, such as establishing a pledge, transfer to a third party, sale or assembly.
39. BM has a right of retention on all items they have been given for processing, repair or storage. In the event BM invokes this right, it does not lapse by security provided by the Other Party.
40. All contracts shall be governed exclusively by Dutch law, with the exception of the Convention on Contracts for the International Sales of Goods (Vienna Sales Convention). The Rechtbank Noord-Holland (Noord-Holland District Court) located in Alkmaar (Netherlands) shall have exclusive jurisdiction with respect to disputes between BM and the Other Party, without prejudice to the right of BM to choose a different court and even in a different country if necessary.