GENERAL TERMS AND CONDITIONS

 Beta Trade B.V. (hereafter Beta Trade) is registered with the Chamber of Commerce under number 28055997

and is located at Ondernemingsweg 4 M (2404HN) te ALPHEN AAN DEN RIJN.

 

 

                                                           

article 1

DEFINITIONS

In the present general terms and conditions, the following terms are used in the sense given below, unless explicitly indicated otherwise.

  1. User: the user of the general terms and conditions, in this case the corporation under Dutch law Beta Trade b.v., domiciled in Leiden (The Netherlands), being an import-export company which is engaged in the (wholesale) trade of all kinds of goods, especially goods for earth moving and building companies, in the widest sense of the word.
  2. Client: user's opposite party, the natural or legal person, or his successor in title, in favour of whom by or because of user, goods are being delivered, services rendered and/or work is accepted.
  3. Price: the financial compensation for goods delivered and due by client as a result of an agreement with user.
  4. Force Majeure: any external circumstance, be it envisaged or not, on which user cannot have any influence but which prevents user from fulfilling his obligations, due to a circumstance through no fault of his own and which cannot be attributed to him by virtue of law, a legal action or generally accepted practice, including the event that user is unable to fulfil his obligations due to actions from third parties.

 

article 2

GENERAL

  1. The present terms and conditions can be viewed on our website: www.betatrade.nl under the heading "General terms and conditions". If desired, we can also send you these physically and/or digitally.
  2. The present terms and conditions will prevail above any other terms and conditions client may be using. Insofar applicable, user hereby explicitly rejects the applicability of client's possible purchase or other conditions.

 

article 3

OFFERS AND TENDERS

  1. All offers shall be free of obligation unless both parties have explicitly and in writing agreed otherwise, or unless the offer contains an acceptance term. An offer from user is therefor considered to be an invitation to make an offer to user.
  2. Although user shall take all measures necessary to avoid any faulty offers being made, client can not derive any rights from the content of an offer, unless parties have agreed upon this offer in writing.
  3. If the acceptance deviates (on secondary items or otherwise) from the offer given, user shall not be bound by it. The agreement shall in such event not be concluded in accordance with said deviating acceptance, unless user indicates otherwise.

 

article 4

SHIPPING AND TRANSPORTATION

  1. In case client does not dictate the means of transportation, user shall use the most common means of transportation. In case user executes the transportation using his own means, the place of delivery will be considered the final destination.
  2. The costs of transportation will not be included in the price mentioned in the offer and will be charged separately to client. If client uses his own means of transportation, the risk of loss of, or damage to the goods being the subject of the agreement, shall be transferred to client the moment said goods are judicially and/or actually delivered to client and therefore fall into the power of client or of third parties (to be) appointed by client.

 

article 5

PRICES

  1. The prices, charged by user to client will be determined at the acceptance of the offer. Deviation by user from this agreed price without prior consultation with client is not permitted.
  2. Prices are:
  • user up, unless explicitly indicated otherwise;
  • exclusive of VAT and other government taxes and levies, as well as all other costs and expenditures to be made within the scope of the agreement, including loading, administration and insurance costs.
  • marked in Euro’s or in another currency as indicated in the invoice, calculated against the applicable daily exchange rates.

 

article 6

PAYMENT

  1. Payment of the prices, mentioned in article 5 of these terms and conditions, must be made according to the conditions as agreed upon by parties at conclusion of the agreement. If no specific payment conditions have been agreed upon, user will send an invoice to client which has to be paid in full within 14 days from the date of invoice, in a way indicated by user. Client shall never be allowed to appeal to any kind of reduction or set-off unless parties have explicitly agreed otherwise in writing.
  2. If client fails to fulfil his complete payment obligation within the term of 14 days under the terms and conditions of the agreement, then client shall be in default by operation of law. In this event, the whole amount will be due in demand and client shall owe an interest of 2% on top of the statutory interest rate per month. Nevertheless, user shall always retain the right to dissolve the agreement and claim damages, or to suspend fulfilment of his obligations.
  3. User's claims against client shall become due on demand in the event that:
  4. client files a petition for temporary suspension of payment, is declared bankrupt, proceeds to assignment or is being placed under guardianship or if with regard to client, a debt reconstruction in accordance with the Wet Schuldsanering Natuurlijke Personen is declared;
  5. attachment is placed upon all or part of the property of client;
  6. client’s company or an essential part of it is wound up or alienated or if client’s company is continued in another fashion.
  7. If client fails to fulfil his obligations (in due time) or defaults on them, then all reasonable costs incurred to have all extrajudicial costs and debts paid shall be borne by client. These costs will be calculated against the applicable rates of the Dutch Law Society (NOvA) with a minimum of € 160,= per invoice due.
  8. User shall be entitled to use any payment made by client first to reduce the costs, subsequently to reduce the interest still due and finally to reduce the principal sum and the current interest.

 

article 7

SUSPENSION AND DISSOLUTION

  1. User shall be authorised to suspend the fulfilment of his obligations under the agreement or to dissolve the agreement, if and when the events as mentioned in article 6 under 2 and 3 occur. In this case, user shall have the right to claim all resulting damages and costs in full.
  1. User shall also be authorised to suspend the fulfilment of his obligations under the agreement, if and when, after the agreement has been concluded, he learns of circumstances giving good ground to fear that client will not fulfil his obligations. If good ground exists to fear that client will only partially or improperly fulfil his obligations, suspension shall only be allowed if client is not willing to make a down payment or client was asked to furnish security to guarantee the fulfilment of his obligations resulting from the agreement and this security is not provided or insufficient.
  2. User shall furthermore be authorised to dissolve the agreement (have the agreement dissolved) if circumstances arise of such a nature that fulfilment of the obligations becomes impossible or can no longer be demanded in accordance with the requirements of reasonableness and fairness, or if other circumstances arise of such a nature that the unaltered maintenance of the agreement can no longer be demanded in all reasonableness. In this case, article 11 applies.

 

article 8

RIGHT OF RETENTION

  1. User has the right to retain any goods owned by client until client has fulfilled all his payment obligations in full, including extrajudicial costs under all agreements concluded with user.

 

Article 9

RESERVATION OF OWNERSHIP

  1. If user has delivered goods to client during and in connection with the execution of the agreement, these goods will remain the property of user until client has fulfilled all of his obligations.
  2. If, for any reason whatsoever, client still remains in default to fulfil his obligations mentioned under 1 after being warned to do so, user shall be entitled to recover the products delivered immediately or remove them from the place of storage.

 

Article 10

COMPLAINTS AND LIABILITY

  1. Client must notify user in writing of visible complaints about the goods delivered immediately following their detection, but no later than within 48 hours following the arrival of the goods in the country of destination. If client notifies user by phone of any complaint, this complaint must be followed by a written complaint within three days. The default must be noted in the transport papers, to confirm the existence of the default at the moment of delivery.
  2. Client must notify user in writing of invisible complaints about the goods delivered immediately following their detection, or at least at a certain point in time, so that user is in a position to examine the goods adequately or have the goods returned to him.
  3. a.     The notice of default must give

             -           as detailed a description as possible of the shortcoming;

             -           a notification of any facts that may establish that the goods delivered are the same as the goods client has declared unfit;

             -           a digital picture of the visible default

      b.    Complaints regarding some of the goods delivered can never be a reason to declare the whole shipment unfit.

  1. After the expiration of the terms as mentioned under 1 and 2 of this article, client will be considered to have accepted the goods in their current state as well as the invoice. Any complaints made by client after this term has expired will not be taken into consideration.
  2. User shall never be liable for indirect damage of client, including consequential damage, loss of profit, lost savings and damage due to business stagnation. 
  1. User shall not be liable for damage of whatever nature caused by or as a result of the fulfilment of his obligations under the agreement, including damage caused by third parties, appointed by user, unless the damage is due to intentional act or omission or gross negligence on the part of user or his subordinates. In that case, as in case user should be held liable for damage, sustained by client due to user's faulty performance, then said liability shall be limited to a maximum of the price parties have agreed upon when entering the agreement.
  2. When client fails to accept the goods at the set date, user shall not be liable for the risk of loss of quality, or damage to the goods being the subject of the agreement. This risk shall be transferred to client the moment said goods are judicially delivered to client. The goods will be stored and are at client’s disposal. All storage costs will be borne by client.

 

article 11

FORCE MAJEURE

  1. In case of force majeure, User shall be authorised to suspend the fulfilment of his obligations under the agreement. If user has made any costs to undo or prevent any further circumstances that hinder the fulfilment of his obligation, client is held to reimburse user for these costs. When force majeure occurs, user is obligated to inform client as soon as possible by phone, fax or email, followed by a written confirmation.
  2. Terms of delivery as mentioned in the agreement will never be fatal terms, unless parties have explicitly indicated otherwise. When said term of delivery is not met by user, user needs to be declared in default in writing.
  3. Insofar user has already partially fulfilled his obligations resulting from the agreement at the moment the circumstance of force majeure commenced and insofar separate value can be attributed to the part already fulfilled, user shall be entitled to submit a separate statement of expenses of the part already fulfilled.

 

article 12 

DISPUTES AND APPLICABLE LAW

  1. Dutch law shall apply to each and every agreement between user and client. Any dispute between user and a client, residing in a foreign country, to which the present terms and conditions apply, can be heard by a Dutch Court that has jurisdiction in user's place of business. 
  2. The Court in The Hague shall have exclusive jurisdiction to hear actions. User shall nevertheless be entitled to submit the dispute to the Court deemed competent by the law.

 

article 13

FINAL CONDITIONS

  1. In case these terms and conditions do not cover a dispute between user and client, Dutch Law will apply.
  2. If one or more stipulations in the present general terms and conditions should be null and void or declared null and void, then the other stipulations of the present general terms and conditions shall remain fully applicable.
  3. The Dutch version of these general terms and conditions prevails at all time in case of disputes with regard to the interpretation and purpose of these terms and conditions.