General Conditions of Sale and Delivery of Injera Flour Company B.V.
Article 1. Applicability
1.1. These general conditions of sale and delivery apply to all agreements in which Injera Flour Company B.V. (hereafter referred to as ‘Injera Flour Company B.V.’) acts as a vendor, unless explicitly agreed otherwise in writing.
1.2. The applicability of the general conditions of the other party to the concluded agreement (hereafter referred to as ‘the Buyer’) is explicitly excluded.
Article 2. Invoicing and Payment
2.1. Payment of the agreed price should be made within 30 days after the invoice date (first delivery after payment). Payments should be made as indicated in the agreement or invoice. Delays in delivery due to circumstances on the part of Injera Flour Company B.V. will not affect the term of payment.
2.2. The Buyer is not entitled to set off or apply any deduction or discount to the agreed price as stated in the invoice.
Article 3.Delivery
3.1. In the case of free delivery, risk will be transferred at the moment the goods leave the vehicle used by Injera Flour Company B.V. If a delivery is not free of charge, risk is transferred at the moment the goods are loaded onto the vehicle used by the Buyer. If the Buyer fails to fulfil its obligation to accept delivery, the risk will still be transferred to the Buyer at that time.
3.2. The indicated delivery periods are only indicative and not deadlines. The Buyer is advised to maintain reserve stocks so that a short delay in delivery by Injera Flour Company B.V. will not lead to any stagnation in production. If a delivery period is exceeded, for any reason whatsoever, the Buyer will not be entitled to any compensation.
Article 4. Conformity and Guarantees
4.1. Injera Flour Company B.V. guarantees that the supplied goods meet the written specifications of the goods provided to the Buyer. The Buyer can derive no rights from information given by word of mouth by or on behalf of Injera Flour Company B.V. concerning the properties and qualities of the goods. The supplied goods satisfy the provisions of the agreement if they meet the specifications referred to in the first sentence of this article.
Article 5. Complaints
5.1. The buyer should check the purchased goods for defects immediately after delivery. The Buyer should report any complaints concerning the delivered goods to Injera Flour Company B.V. in writing within 8 days after delivery.
5.2. If the Buyer processes the supplied goods in part or in full, makes use of them or resells them, they will be considered as accepted by the Buyer.
5.3. The Buyer will forfeit all rights and powers with regard to the delivered goods in the event of defects in the same if the Buyer fails to lodge a complaint within the period stated in paragraph 1 or if the delivered goods have been accepted.
5.4. Without prejudice to the above, the Buyer will forfeit all rights and powers with regard to the delivered goods in the event of defects in the same if the Buyer fails to offer Injera Flour Company B.V. a reasonable opportunity to remedy the defects by means of a new consignment delivery.
5.5. Complaints made in accordance with the provisions of this article will not exempt the Buyer from any obligation to pay.
Article 6. Retention of Title and Securities
6.1. Injera Flour Company B.V. will retain ownership of the supplied goods until the Buyer settles any and all of Injera Flour Company B.V.’s claims arising from goods or services supplied or to be supplied to the Buyer in accordance with agreements concluded between both parties.
6.2. If the Buyer fails to fulfil any obligation to Injera Flour Company B.V. or if there is a real fear that such a failure will occur, Injera Flour Company B.V. will be entitled to repossess the goods without notice of default. The Buyer authorises Injera Flour Company B.V., or a third party appointed by Injera Flour Company B.V., to enter the premises where these goods are being held and to repossess them. The Buyer also undertakes to provide full co-operation in the handover of the supplied goods.
Article 7. Liability
7.1. With the exception of gross negligence or wilful intent on the part of the Injera Flour Company B.V. management, Injera Flour Company B.V. will not be liable for any damage suffered by the Buyer as a result of the delivery, receipt, storage or further trading of the supplied goods, or due to any failure on the part of Injera Flour Company B.V. in the performance of the agreement. Injera Flour Company B.V. will not be liable for any damage suffered by the Buyer due to actions or omissions on the part of auxiliary personnel employed by Injera Flour Company B.V.
7.2. Injera Flour Company B.V. is under no circumstances liable for any consequential or indirect damage suffered by the Buyer or third parties.
7.3. If Injera Flour Company B.V. is in any way liable to the Buyer, the liability will under no circumstances exceed the invoice amount for the delivery in question.
7.4. The Buyer will indemnify Injera Flour Company B.V. for the financial consequences of any claims submitted by third parties, including the Buyer’s employees, for which Injera Flour Company B.V. is not liable under the terms of this exoneration, even if these claims are based on statutory provisions concerning product liability.
7.5. Injera Flour Company B.V. will only be liable in so far as its liability insurance entitles it to payment in such cases.
Article 8. Dissolution
8.1. Should Injera Flour Company B.V. realise that it will not be in a position to meet its obligations under this agreement, it will be entitled to dissolve the agreement within 10 days after its conclusion.
8.2. Without prejudice to the entitlement referred to in the first paragraph, Injera Flour Company B.V. will at all times be entitled to dissolve the agreement if it is not in a position to fulfil its obligations under the agreement due to circumstances beyond its control.
Article 9. Applicable law and competent court
9.1. The agreement between Injera Flour Company B.V. and the Buyer will be governed by Netherlands law unless explicitly agreed otherwise.