General Terms and Conditions Gevavi Schoeisel B.V.
1.1 These General Terms and Conditions apply to all legal relationships between Gevavi Schoeisel B.V. (hereinafter referred to as: Gevavi) and its other party, including offers and future (legal)
relationships. These General Terms and Conditions can only be deviated from in writing.
1.2 If, pursuant to the principles of reasonableness and fairness or the unreasonably onerous character,
provision of these General Terms and Conditions cannot be invoked, then said provision shall be construed as having a content and purport that is as much as possible in accordance with
the original provision, allowing it to be invoked. In that case, the other provision of these General Terms and Conditions shall remain intact.
1.3 In case the contents of these General Terms and Conditions are in conflict with any purchasing or other conditions of the other party, the General Terms and Conditions of Gevavi shall
2. Offers / formation of agreement
2.1 Any offer made by Gevavi is non-binding and must be construed as one whole, unless expressly deviated from in writing.
2.2 Any estimates, plans, catalogues or other documents enclosed with an offer shall remain the property of Gevavi at all times and shall not be multiplied or given to third parties for
2.3 Gevavi reserves the right to deliver orders by cash on delivery.
3. Realization of the agreement
3.1 If the other party places an order, the agreement shall be realized after Gevavi accepts this in writing, or starts its execution.
3.2 If and insofar no order confirmation has been sent, the invoice shall be construed as the order confirmation.
4.1 All quotations are submitted subject to price changes.
4.2 Any changes to purchase prices, wage costs and material costs, social security and government charges, freight costs, custom fees, insurance premiums and other costs that relate to the
activities agreed upon, give Gevavi the right to change the agreed price.
5. Delivery and Delivery time
5.1. Deliveries are made at the address provided by the other party, unless otherwise agreed upon in writing.
5.2. A delivery time indicated by Gevavi is based on the circumstances applicable at the time of the agreement and, insofar dependent of the activities of third parties, on the details provided
by said third parties. The delivery time should be considered an indication and not a final deadline. Gevavi will make an effort to observe the agreed delivery time as much as possible.
5.3. In case the delivery time is exceeded, the other party is not entitled to any compensation of damages. The other party is only entitled to terminate the agreement or to suspend the part of
the specific agreement if the exceeding of the delivery time is such that the other party cannot in all reasonableness be expected to uphold the specific part of the agreement or to refrain
from suspending its obligations, and such only after Gevavi was given a reasonable term to observe the obligations and Gevavi was still unable to meet its obligations.
5.4. The delivery time starts on the day of the realization of the agreement.
5.5. As from the moment of the realization of the agreement, the property is at the risk and the expense of the other party.
6.1 Transport and/or shipment takes place at the risk and at the expense of the other party unless otherwise agreed upon. If the sold item is delivered to the other party by a carrier designated
by Gevavi, the item is at the risk of the other party as from the moment of delivery, also if the ownership has not yet been transferred to the other party.
6.2 The means of transport, shipment, packaging etcetera is determined by us in case the other party does not provide us with any further instructions. Specific wishes of the other party with
regard to the above are only carried out if the other party bears the additional costs thereof.
7. Retention of title
The items delivered by Gevavi remain the property of Gevavi until the other party has fully paid the purchase price. The other party is not allowed to pledge the items or to establish any right to it.
8. Payment and Security
8.1 Invoices of Gevavi shall be paid no later than on the due date of the invoice. Payment shall be made in the currency agreed upon without any setoff, discount or suspension by whatever
virtue. In case of overdue payment the other party will be in the default without further notice of default, and the other party owes an interest at 15% per month or part of a month with a
minimum of the statutory interest per year and Gevavi is entitled to compensation of extrajudicial collection charges, at 15% of the claim.
8.2 In case of overdue payment, liquidation, bankruptcy or suspension of payment of the other party, all tax obligations of the other party become immediately due and payable.
8.3 In case of overdue payment, Gevavi reserves the right to suspend (future) deliveries.
8.4 Gevavi is always entitled to set off all its either or not due-and-payable claims, or its claims subject to conditions of the other party, against an either or not due-and-payable claim of the
other party in respect of Gevavi.
8.5 The other party is obliged to immediately provide sufficient security upon first request of Gevavi, and in the form desired by Gevavi, and, if necessary, to supplement it for the performance
of all its obligations. As long as the other party fails to do so, Gevavi is entitled to suspend its obligations.
8.6 If the other party has failed to carry out a request as intended in the preceding paragraph, within 14 days after a demand to that effect, all his obligations become immediately due and
9. Force majeure
9.1 Gevavi is not obliged to observe any obligation vis-à-vis the other party if it is prevented from fulfilling said obligation as a consequence of a circumstance that is not attributable to
negligence, and is not for its expense either by law, a legal act or generally accepted principles.
9.2 In these general terms and conditions, force majeure shall be taken to mean, in addition to all that is construed as force majeure in the law and in case law, all exterior causes, anticipated
or unanticipated, which Gevavi cannot influence, but which prevent Gevavi from fulfilling its obligations. This includes industrial actions within the company of Gevavi or that of third
parties. Gevavi furthermore has the right to invoke force majeure if the circumstance that prevents the (further) performance of the agreement, occurs after Gevavi had to fulfil its
9.3 During the period that the force majeure continues, Gevavi can suspend the obligations from the agreement.
9.4 Insofar Gevavi, at the time of commencement of the force majeure has meanwhile partially fulfilled its obligations from the agreement or will be able to fulfil said obligations, and the part
of the obligations fulfilled or to be fulfilled represents an independent value, Gevavi is entitled to separately
invoice the part fulfilled or to be fulfilled. The other party is obliged to pay this invoice as if it concerned a separate agreement.
10.1 If Gevavi fails imputably in the fulfilment of its obligations, it can only be held liable in respect of the alternative compensation, in other words: the compensation for the shortfall in
performance. Gevavi is not liable for any other form of loss.
10.2 The liability of Gevavi caused by shortcomings is limited to the invoice amount charged by Gevavi.
10.3 The other party’s entitlement to a penalty or a compensation of damages only comes about if the other party has reported the damage to Gevavi after its occurrence in writing as soon as
10.4 Any claim for payment of a stipulated penalty or for the compensation of damage lapses after the passing of a year after the event as a result of which the penalty has become due and
payable or the damage has been caused, unless the collection at law thereof was started within the stated term.
10.5 Gevavi is never liable for damages caused as a consequence of incorrect or improper use of the delivered product by the other party.
10.6 As a precaution against incorrect and improper use or use of the products imported by Gevavi for purposes these products are not intended for, the other party that, in turn, delivers these
products to third parties is obliged to provide these third parties with a sound and clear product description and user manual.
10.7 Gevavi’s liability is limited to the amount of the liability of the manufacturer.
10.8 The other party shall indemnify Gevavi for all damages to be suffered by the other party as a consequence of claims of third parties related to the items delivered by Gevavi.
11. Defects/ Time limit for lodging a complaint/return consignment
11.1 The other party is obliged to immediately inspect the delivered property upon delivery for possible damage or defects and (if these present themselves) to immediately inform Gevavi
thereof in writing stating the nature and the basis of the complaints.
11.2 If any visible damage or defects are discovered afterwards, the other party shall state these on the delivery ticket or the invoice and report Gevavi in writing within eight days after delivery,
failing which, the items shall be deemed delivered and received in correct condition. After passing of this term, the other party is deemed to have approved the items delivered.
11.3 The other party shall report any complaints about invoices to Gevavi in writing within eight days after the invoice date. After passing of this term, the other party is deemed to have
approved of the invoice.
11.4 The right of the other party to compensation or replacement of the delivered items expires if the items complained about have been processed, modified or improperly treated or used.
11.5 Return shipments shall only be carried out with the permission of Gevavi. Return shipments carried out without Gevavi’s permission shall not be accepted by Gevavi and shall be returned
to the other party or kept at its disposal by Gevavi for the risk and expense of the other party.
12. Applicable Law
12.1 All Legal relationships between Gevavi and the other party are subject to Dutch law. The Court in Zwolle has exclusive jurisdiction over any disputes.
12.2 The Dutch text of these general terms and conditions shall prevail. In case of any inconsistency of one of the articles from these general terms and conditions, the other conditions shall
remain in full force