General delivery conditions

The general terms and conditions of delivery of Heme NV registered under number 67653138 Chamber of Commerce The Hague, Netherlands.

Article 1 General

1. The general terms and conditions of delivery apply to every quotation and agreement for the delivery of goods or services by Heme NV or a third party on the instructions of Heme NV insofar nothing else has been agreed in writing between the parties. In case these general terms and conditions of delivery conflict with legislation or what is common practice, only the relevant part of the General Terms and Conditions of Delivery will be considered to have expired while the remaining articles remain in full force.
2. Customers who enter into an agreement with Heme NV waive other conditions. Even if the customer has conditions as mentioned in the previous article, the General Terms of Delivery of Heme NV will be decisive about any conditions of the customer.

Article 2 Offers and orders

1. The tenders of Heme NV are not binding as long as they have not been accepted in writing by Heme NV.

Article 3 Weights and quantities in case of goods

1. Dimensions and weights as shown on certificates for sizes and weights by Heme NV are decisive for the delivered quantity.
2. Settlement of any differences based on proof by customers will take place on the basis of consultation.
3. The customer has the right to carry out measurements of weights or quantities himself or through a third check.

Article 4 Termination of an agreement by the customer

1. A customer can only terminate an agreement by sending a signed registered letter to Heme NV.
2. At the termination of a service more than two months before the start of a service, 50% of the costs of the agreement will be charged to cover the costs of adminstration etc.
3. At the termination of a service less than two months before the start of the service, 100% of the costs of the service will be charged.
4. If the customer, or on his behalf, a third party decides not to use the service before the end of the service, the customer is not entitled to any form of compensation.

Article 5 Termination of an agreement by Heme NV

1. Heme reserves the right to terminate a service to a customer or his representative without giving any reason. In this case, Heme NV will fully repay any payments for the service.

Article 6 Prices

1. The prices do not include the costs of any legally required documents, the opening of Letters of Credit.
2. In case after the date of the quotation and before delivery, the prices of materials, accessories, parts, commodities, semies, components, wages, social security contributions, freight, taxes, insurance premiums or other costs increase – including price increases as well Due to a depreciation of the Euro and price increases as a result of national, supra-national or foreign government measures and price increases of delay in transport etc, Heme has the right to increase the price proportionally.
3. Heme NV has the right to charge financial damage as a result of monetary measures that take effect after the agreement, but for delivery to the customer.

Article 7 Delivery

In case of a physical good:
1. Delivery is made as agreed in advance
2. The day on which the product leaves Heme NV is regarded as the delivery date.
3. Products that are covered by the agreement are loaded, unloaded and transported at the risk of the customer. Even if deliveries by Heme NV contain a statement from the customer that all risks are for the sender or that the recipient is not liable.
4. Also in the event that nothing is laid down in an agreement about the payment or partial payments, Heme NV may ask the customer for guarantees regarding the payment of the agreement before proceeding with delivery. Such guarantees must be up to Heme NV’s satisfaction.
5. Delivery terms as offered in offers are in no way binding. Heme NV is not liable for exceeding the delivery date, regardless of the reason. Failure to meet the delivery date does not give the customer the right not to fulfill or postpone her duties.
6. Heme NV’s liability as a result of non-delivery shall in no case affect the net sales price or the invoiced amount for the goods in question. Should a third party hold Heme NV liable for this, the customer must ensure that this liability is canceled.

Article 8 Liability

1. Unless Heme NV has explicitly issued a written guarantee, Heme NV will in no case be liable for direct or indirect damage suffered by the customer or third parties as a result of deliveries, contracted work and work performed, consequences of defects of any kind in the goods delivered or through the incorrect execution of contracted work and in case of intentional errors. Heme NV is not liable for such damage and if the customer makes Heme NV liable by third parties, it must ensure that this liability is canceled.
2. Heme NV is not liable for theft, loss, destruction or any damage for all goods, means of transport, packaging etc. The customer is liable for this damage regardless of the cause or nature thereof.
3. Heme NV is not liable for damage (s) occurring during the handling and transport of goods to vehicles, machines, buildings and ships regardless of the owner. In case Heme NV is held responsible by third parties, it is the duty of the owner to indemnify Heme NV from this responsibility.
4. The performance of liability and the obligation to be indemnified from it as referred to in paragraph 1.2 and 3 shall also apply to employees or any other person involved in the deliveries, commissions, products and other activities and of those who to deliver goods, raw materials, parts or crockery on behalf of Heme NV.
5. Any complaints must be submitted to Heme NV within 8 days of delivery.

Article 9 Payment

1. Payments must be made within 14 days of the invoice date. The net amount must be paid. This can only be deviated from if the parties have agreed otherwise in writing.
2. For services, compulsory literature, travel and accommodation costs are not included in the basic allowance. Clients must take care of accommodation costs for the accommodation chosen by Heme NV.
3. If the customer does not pay within the agreed term, the customer becomes de jure in arrears. Heme NV then has the right to levy statutory interest on the outstanding account.
4. All costs (legal or otherwise) to force the customer to terminate the agreement and any compensation is at the expense of the customer.
5. The customer shall immediately after a request from Heme NV make a payment in favor of Heme NV, at a bank designated by Heme NV. This as a reservation in case of disagreement concerning the obligation of the invoiced or the quality and performance of the services provided.
6. If a customer is unable to terminate his agreement or in case of bankruptcy of the customer, Heme NV reserves the right, without the intervention of a court, to consider current agreements as non-binding. In case of a moratorium on payments, liquidation of the company of the customer and if a trustee is assigned by law as a captain, Heme NV has the right to dissolve the agreement. In that case, the customer is responsible for all costs and loss that Heme NV may have suffered, including all legal costs and other procedures related to the collection of the payment.
7. Payments to Heme NV, as described in the above paragraph, must be made immediately. Even if there is no contractual obligation, contract or legal reason at that time.
8. For services, payment takes place in two parts: 50% of the invoiced amount in advance and the remainder after delivery of the service.

Article 10 Control of the goods Reservation of title

1. The control of the goods of Heme NV is transferred to the customer if the sales price for all delivered goods has been paid in full. Heme NV retains control until all claims for commissions and assignments from the customer have been paid in full. These receivables also apply if a sales price has been agreed between Heme NV and the customer via a so-called bill of exchange or other commercial document.
2. In the event that the customer is unable to meet its payment obligation or in case of bankruptcy, application of moratorium of payments, liquidation of the company of the customer, or the appointment of a receiver by operation of law, Heme NV has the irrevocable the right to the customer to immediately return delivered goods without the term or intervention of a court.
3. The copyright on all published materials is the property of Heme NV, unless stated otherwise on published material. Without written consent, no part of the published materials may be reproduced, stored in an automatic system, or multiplied in any other form (electronic, mechanical, photocopy, recording or otherwise).
4. The copyright of reports, proposals etc from Heme NV is also the property of Heme NV.

Article 11 Force Majeure

1. The execution of the agreement will be suspended de jure for the duration of any form of force majeure in case Heme NV is not able, or is partially able to meet its obligation (s). If a force majeure situation lasts longer than three months, Heme NV has the right to terminate the agreement without the intervention of a court. In the case of force majeure or in the event of the termination of the agreement as a result of force majeure, the customer can not claim compensation in any form whatsoever.
2. In this article, force majeure means the circumstances or events that are not the result of an error by Heme NV, whereby the release of Heme NV from any responsibility is wholly or partially impeded or if the release of the responsibility of Heme NV can reasonably be assumed and if it has not yet been included, interruption of the enterprise, machine failure, strike, fire, war, civil disobedience, revolution, transport difficulties, lack of raw materials, supplies and / or parts, energy, a substantial increase in imports levies, excise duties and / or taxes and other government measures, which have a serious effect on the business operations that prevent normal business operations or make it difficult for Heme NV to run its business.

Article 12 Acceptance

1. A customer who is considered de jure in arrears gives Heme NV the right to store unacceptable products at the customer’s expense and risk, without a deadline, if the customer is unable to deliver the products within the agreed period. accept: Heme NV has the right to terminate the agreement with the customer in whole or in part without reservation and future rights to Heme NV such as the right to full compensation.

Article 13 Transfer of rights and obligations of control

1. The customer can not transfer his rights or obligations to another person without the prior written consent of Heme NV.
2. In the event that the control of all or a substantial part of the customer’s activities changes directly or indirectly into other hands after the agreement has been made, Heme NV has the right to unilaterally cancel the agreement unilaterally, without the intervention of a court, by to cancel a registered letter with notice of 14 days. Heme NV does not owe compensation in this case.

Article 14 Disputes

1. Any disputes between the customer and Heme NV, in which Heme NV defends itself, will serve the District Court of The Hague. In disputes in which Heme NV acts as the claimant, Heme NV’s request will be submitted behind closed term, before the district court of The Hague or before the legal body that has jurisdiction for the present case in case nothing has been agreed.

Article 15 Appropriate legislation

1. All agreements for which these terms and conditions apply are governed by Dutch law, assuming that the general agreements for international contracts for the purchase of movable items and the general arrangements for the international purchase of movable items are not applicable.