General terms of sales and delivery Vinkova B.V.

General terms of business

These conditions apply on behalf Vinkova quotations (offers) and (contract) >with confirmations and all Vinkova contracts. Deviation from these conditions only in writing.

Vinkova All prices are in Euros and exclude shipping, VAT, import duties and excise taxes, unless otherwise expressly agreed.

If after acceptance of the tender or after acceptance of the order, and the time of actual delivery, the prices of raw materials, energy, wages and freight costs, or the amount of (environmental) taxes by 5% or more increase, the Vinkova allowed to pass these price increases to the buyer. The mentioned increases are communicated Vinkova writing and shall be deemed to be accepted within 7 days if no objection was made. In case of disagreement the parties shall endeavor within 7 days after the objection yet to agree on the new prices of the goods to be delivered. If no agreement is reached, both parties are competent, to be free from any obligation to pay damages, or delivery. decline to dispense.

Unless otherwise agreed, the goods are delivered to the storage address specified by the buyer. From the moment of delivery, the goods account and risk of buyer. Storage at the request of the purchaser, other than the location of the warehouse or business of the buyer, the buyer's risk. Delays in delivery, provided that within reasonable limits, does not entitle the buyer to dissolution or compensation.

The buyer must give sufficient time to call off the goods for delivery, that 48 hours before the scheduled processing by the purchaser by the purchaser actually be received at the specified delivery address. Vinkova excludes liability for damages of any nature whatsoever, resulting from the calls for late delivery, making the delivery and reception is not 48 hours before scheduled processing.

Each delivery takes place under retention. This retention of title also extends to everything that Vinkova to claim under the buyer's shortcomings, including damages and fines. The buyer is not entitled to pledge the goods delivered to third parties, to use them, or to transfer - the latter subject to disposal in the ordinary course of business - until the buyer as Vinkova has met its obligations.

If the buyer any obligation under the agreement, not timely or properly comply Vinkova is to repossess the goods to take back. The buyer is obliged Vinkova access (granted) to the space (s) in which the goods are delivered, failing which the purchaser a contractual penalty of forfeit E 50,000.00 for every refusal to grant access and E 2500.00 per day for each day that the refusal continues. If delivered by Vinkova already been processed or filled, the fact remains the property of preserving Vinkova it has delivered.

The buyer is obliged to immediately Vinkova written that third parties enforce rights, including seizures, the goods delivered by Vinkova still under the clause. Failure to satisfy this obligation, the buyer a penalty amounting to 20% of the buyer to Vinkova in principal amount payable, excluding VAT, with a minimum of E 500.00.

The Vinkova, whether or not for payment of deposit, for the packaging and transport made pallets, crates and other packaging materials remain the property of Vinkova or its suppliers. The buyer is obliged to return packaging materials delivered to the address provided by Vinkova, unless otherwise agreed or unless the supplier of these materials is responsible for return receipt. Vinkova calculated by the packaging for the full price credited if it is in good condition and within one month from the date of the relevant invoice is returned. Damaged or incomplete durable packaging materials / containers are not credited. If damage is reversed or other packaging results in deposit charges and environmental charges are those paid by the buyer.

All payments must be made within 30 days after the invoice date, unless otherwise agreed in writing. The buyer is not entitled to set off (compensation) or reduction of the purchase price only (which he alleged) counterclaim, unless Vinkova by a credit invoice. Vinkova is entitled at any time payment or to require security for payment, even if previously provided with a loan payment.

If the buyer is in default, an interest at the statutory rate, but with a minimum of 1% per month for each month or part of the month for which the buyer is in default. Furthermore, the buyer then compensation for extrajudicial costs amounting to 15% on the principal, with a minimum of E 500.00. Claims of Vinkova be immediately payable in the event of bankruptcy or suspension of the buyer.

All payments made by or on behalf of the buyer first be deducted from the charges and interest and then against the principal.

If the buyer to pay a partial delivery or delivery phase fails, is Vinkova entitled still to be carried orders or phases to suspend at least the same term that the purchaser payable (section) bill unpaid, without prejudice to Vinkova the agreement (in part) to dissolve the current order (s) to cancel and claim damages. The same applies if the Article 10 in advance or security is denied.

The buyer is required within two business days after delivery of the goods delivered to check for visible defects. After the expiry of the period, or after complete or partial processing of the goods, the goods are deemed to have been delivered in accordance with the agreed amount and the agreed specifications and / or statutory quality.

Complaints must be reported to Vinkova within two working days after delivery. The buyer is obliged to advertise in the case of goods delivered separately and as far as possible packed in the original packaging to save for inspection or testing on behalf Vinkova. There is no right to claim if the weight or number delivered within a margin of 5% from.

Vinkova accepts no liability for improper handling, poor storage, any damage or defect resulting from the cleaning and rinsing of the delivered goods, or other defects arising after delivery.

Force majeure on the part of Vinkova and its suppliers shall, in addition to the law and jurisdiction recognized circumstances: fire, water, floods and other natural disasters, riots, strikes and sit-ins, failure or stagnation of energy and raw materials facilities, and other posing in her own company or that of its supplier, and manufacturing defects - equipment and also import or export restrictive government. Supremacy of its supplier of force majeure is Vinkova. Furthermore, force majeure is the decision by a manufacturer or supplier for production to cease, suspend or delay, unless the reason for this decision can be attributed to Vinkova.

In case of culpable failure to fulfill its contractual 'obligations, the liability of Vinkova limited to the amount, in each case by the liability insurance. Where Vinkova liability resulting from errors, defects or shortcomings on the part of its supplier, this liability is further limited to the amount for which its supplier has accepted responsibility. Liability resulting from a cause other than the aforementioned, which is not covered by the closed corporate liability is limited to the amount of the invoice value of goods delivered. Liability for consequential loss or damage to third parties is expressly excluded.

All quotations, (confirmations) and Vinkova agreements with the Dutch law, except, unless otherwise agreed, the Dutch international private law (including the 1980 CISG or "CISG"). All disputes arising out of or in connection with tenders (contract) confirmations, contracts, or these general conditions shall be exclusively submitted to the competent court in Amsterdam. This does not affect the jurisdiction of Vinkova the dispute to the competent judge of the district in which the other party is domiciled or office.

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