General terms and conditions of sale ADLEY NEDERLAND BV

General terms and conditions of sale


Adley Nederland B.V. (“Adley”)


Mr. B.M.Telderstraat 7 • 6842 CT Arnhem • The Netherlands 


VAT: NL8625.439.27.B01 • Trade Reg.: 82625182



1. Applicability of general terms and conditions


1. These general terms and conditions are part of all agreements with Adley and all affiliates that use the trade name Adley and have declared these general terms and conditions applicable to their agreements. The general terms and conditions also apply to all quotations, offers and (other) (legal) acts of Adley and all affiliated companies, even if those acts do not lead to or are not related to an agreement.


2. The applicability of any general (purchase) conditions of (potential) buyers of Adley's products (hereinafter: the "buyer") is hereby expressly rejected.


3. If a provision of these general terms and conditions or in the agreement with the buyer proves to be null and void or is annulled for any reason, Adley and the buyer agree on the content of a new provision that will approach the original as closely as possible.


4. All changes to and/or additions to these general terms and conditions must be agreed in writing by Adley and the buyer.


5. In the event of inconsistencies between these general terms and conditions  and the agreement, the provisions of the agreement prevail.


6. The buyer cannot derive any rights from oral commitments from Adley, unless and insofar as these have been confirmed in writing by Adley.


7. Adley is authorized to unilaterally make changes to these general terms and conditions. Changes take effect 14 calendar days after the date on which the amended terms and conditions were sent by Adley to the buyer.



2. Offers


1. All offers made by Adley are without obligation and the buyer cannot derive any right from this, even if these offers contain an acceptance period. Offers expire after 30 days of the date.


2. Adley has the right to withdraw a non-binding offer up to and including the second working day after receipt of its acceptance.


3. Prices stated in offers are stated in Euro


excluding VAT  and excluding other government taxes or levies and, unless otherwise stated in writing, are based on ex  works  delivery(Ex Works; EXW Incoterms 2020) and based on the current price level of materials, labour, transport, insurance costs, (import) duties, taxes, levies, currency costs and other cost-determining factors and excluding assembly and packaging costs. Packaging  is at Adley's discretion, is calculated at cost price and is not taken back.


4. An offer expires if (part of) the materials or parts on which the offer (partly) looks, are no longer available after the issue of an offer.


5. Obvious errors, gaps, omissions or errors in the quotation or offer, the order confirmation or other communications do not bind Adley.


6. If the offer is not accepted, Adley has the right to pass on all costs it has incurred for making the offer to the buyer.




3. Agreements


1. The agreement between the buyer and Adley and additions or amendments thereto are concluded and are binding on Adley only, except for revocation pursuant to Article 2.2, as soon as a competent representative of Adley has confirmed it in writing or as soon as Adley has started the execution of the agreement.


2. Each agreement is entered into under the suspensive condition of sufficient availability of the products and/or materials concerned.


3. Agreements with or commitments by employees are not binding on Adley, unless these agreements or commitments have been confirmed in writing by a competent representative of Adley.


4. Amendment of an agreement is only possible with adley's prior written consent.




4. Prices


1. Unless otherwise agreed in writing, the prices referred to in the offer in Euro, excluding VAT and excluding other taxes or levies of government, packaging and assembly costs, and are based on delivery 'ex works' Netherlands ( Ex Works; EXW Incoterms 2020)  and do not include costs of assembly and packaging.


2. Each price used by Adley is also based on factors that determine the cost price including VAT  but not limited to the existing monetary conditions, labour costs and prices of (land) materials, transport and insurance costs, (import and export) duties, taxes, levies, currency exchanges and other cost-determining factors, at the time the relevant agreement is entered into.


3. In the event that prices of one or more of these components increase after the conclusion of an agreement, but before the products in question have been delivered, Adley is entitled to pass on price increases to the buyer, even if it has been agreed that the prices are fixed. Adley will notify the buyer of a price increase.



5. Delivery


1. The delivery time is approximately determined by Adley and will under no circumstances be deemed to be a fatal term, even if an end date or period has been agreed.


2. Unless otherwise agreed in writing, delivery takes place  'exworks'  (Ex Works; EXW Incoterms 2020) at Adley's business location at the time Adley separates the goods for the buyer in its business location and prepares them for shipment. The delivered goods and storage, loading, transport, insurance and unloading are at the expense and risk of the buyer from that moment on.


3. The buyer is obliged to take possession of the purchased goods immediately as soon as they are offered to it. Regulations of any authority, which prevent the use of the goods to be delivered or already delivered, do not change the buyer's purchase and other obligations. If the buyer does not take possession of the goods, the goods will be considered to have been delivered at the time Adley has offered them, after which Adley will store the products at the expense and risk of the buyer. Adley does not have to take out insurance for the items that are stored in that case.  The buyer is obliged to pay all costs incurred by Adley or damages suffered by Adley as a result of a delay in delivery attributable to the buyer.


4. An overrun of the agreed delivery time does not in any case entitle you to compensation or dissolution.  The buyer indemnifies Adley against any claims of third parties as a result of exceeding the delivery time or execution period.


5. Adley may deliver the goods to be delivered in parts. Adley has the right to demand payment for any partial delivery before proceeding to deliver a next one.


6. Adley is never obliged to deliver any shortfalls of less than 10% of the agreed weight. A deficit of less than 10% never leads to Adley's liability. If the quantity delivered deviates from the agreed quantity, the invoice amount will be adjusted accordingly.




6. Payment 


1. Payment is made without discount, settlement, or rebate by money transfer to our bank account number BE68 3632 1225 4834 stated also on our invoice. Under no circumstances will the customer pay to another bank account number. In the event that the customer nevertheless pays to a different bank account number, the invoice will be regarded as unpaid.


2. Adley has the right at any time to demand payments in instalments and/or (full) prepayment.


3. Regardless of the agreed payment terms, the buyer is obliged, at Adley's request, to provide sufficient security for payment, at the time of or after the conclusion of the agreement. If the buyer does not provide any or insufficient security within the stipulated period, it will immediately be in default. In that case, Adley is entitled to suspend the agreement and/or dissolve it in whole or in part and to claim its damages from the buyer.


4. In case of: non-payment, late or not full payment; bankruptcy of the buyer or an application for suspension of payment or bankruptcy;  (preservation) attachment that has been charged to the buyer; dissolution or termination of the buyer's business; the buyer is in default by operation of law and without a notice of default being required, and Adley is entitled to suspend its obligations or (partially) terminate an agreement without being liable in any way for damages or costs, and without renouncing any other right, and all payment obligations of the buyer become immediately due and payable,  without prejudice to the other rights vested in Adley, such as suspension and retention rights.


5. In the event of non-payment, late or non-full payment, the buyer shall be in default immediately without further notice of default and the buyer  shall owe interest to Adley. The interest rate is 1 % per month, but is equal to the statutory commercial interest rate, if higher. For the calculation of the interest, a partial month is considered a full month.


6. All judicial and extra-judicial costs related to the recovery and collection of payments due by the buyer to Adley and not received on time shall be borne by the buyer. The extra-judicial collection costs amount to at least 15% of the amount due.


7. Complaints do not suspend the payment obligations of the buyer.


8. Payments made by the buyer always first deduct from all interest and costs owed and then from the invoices that are due the longest for claims of Adley for which there is no retention of title, even if the buyer states that the payment relates to a later invoice.


9. Adley is always entitled to set off its claims on the buyer, whether payable or not, against claims that the buyer has on companies and companies affiliated with Adley. Adley is also authorised to set off claims of the buyer against Adley's affiliates and companies against claims by Adley against the buyer. To the extent that any consent on the part of the buyer is required, this consent is deemed to have been granted unconditionally and irrevocably to Adley.




7. Retention of title


1. All deliveries are subject to retention of title. Adley retains ownership of the goods delivered and to be delivered to the buyer under any agreement until the buyer:


 has paid in full the purchase price of all products, plus interest and costs due;


 has paid all claims in respect of work that Adley performs or will perform on his behalf under the relevant agreement(s), and


 has paid the claims that Adley obtains against him if he fails to fulfil the obligations referred to in the agreement(s).


2. As long as the buyer has not fulfilled his payment obligations as referred to in paragraph 1, the buyer undertakes towards Adley to treat the delivered goods with due care and as recognizable property of Adley, to keep them insured and not to pledge or otherwise to provide security for claims other than those of Adley,  transfer or surrender to third parties. This clause has legal effect under property law. In the event of non-compliance with this obligation, the entire order sum involved in the agreement becomes immediately due and payable.


3. After Adley has invoked its retention of title, it may take back the delivered goods. The buyer will give Adley access to the location where the items are stored.


4. The buyer must inform Adley without delay as soon as a third party pretends a right with regard to retention of title matters, or the claims and goods on which a lien rests.





8. Warranty


1. Adley does not provide a guarantee on used products delivered, unless this has been expressly agreed in writing between the parties.


2. Delivered products with a manufacturer's and/or importer's warranty shall be subject only to the warranty provisions laid down by the factory and/or importer, taking into account the provisions of point 1 below. In all other cases, Adley does not provide a warranty, unless otherwise agreed in writing. Samples supplied by Adley, which are delivered exclusively for the performance of tests at all times, are never guaranteed. Furthermore, no warranty is provided in the event that products delivered by Adley are used and applied in combination with other products delivered or not delivered by Adley, unless the possibility of such use or application in combination with other products has been notified in writing by Adley.  


3. The liability under the warranty is limited to full or partial free re-delivery if the delivered products show material or manufacturing defects or are outside the normal specification tolerances. Further guarantees are excluded because the processing and application of the delivered goods and products is outside the influence of Adley.


4. Commitments made by the manufacturer and/or importer outside the warranty provisions they make do not bind Adley in any way and therefore Adley can never be challenged.


5. The warranty does not apply if the defects are the result of normal wear andtear; external influences (such as fire, extreme heat or humidity, change of aggressiveness of dust(s) in the environment, unforeseen chemical influences); improper use; a lack of or incorrect proper maintenance or with incorrect material; storage, installation, assembly, adaptation or repair by the buyer or by third parties; direct or indirect damage(s) after delivery, for whatever reason; any act or omission contrary to technical advice and/or supplier regulations; whether or not intentionally inflicting damage to the delivered goods, whether or not by (a) third party(s) and/or minor imperfections in the finishing,  which do not affect the soundness of the delivered goods.


6. The warranty only applies if the buyer has fulfilled all his obligations towards Adley.


7. Due to (possibly varying) conditions during transport,  storage, processing, substrate use or product application (outside adley's knowledge and outside of influence), Adley strongly advises to carry out sufficient tests to ensure that the products are suitable for the intended processes and applications.


8. The buyer bears all responsibility for determining the suitability of the products and materials in his application. To this end, the buyer must carry out his own tests and seek advice. Adley can advise and test but can never, ever be held responsible for the suitability of its products and materials for the application that the buyer has in mind. It is solely the decision and the authority of the buyer to use the products and materials in its processes. The buyer bears full responsibility and risk for it. 


9. Furthermore, the buyer and user are obliged to use the products and materials with due care and in accordance with regulations in the field of health, safety and the environment. Adley recommends consulting the safety data sheets before use




9. Inspection and complaints


1. Immediately after Adley has delivered products, the buyer must check them for soundness. The buyer must check the number and check the goods for any immediately visible defects and note these defects (on the consignment note). The buyer must also inform Adley of the defects in writing as soon as possible, but in any case within 14 working days after delivery, and describe them accurately. In the absence of a timely communication, the defect is deemed to have been accepted by the buyer.


2. In addition, the buyer must carefully check the item for defects other than those mentioned in paragraph 1 within 30 working days after delivery, but in any case before the products are processed, and if a defect occurs as soon as possible, but in any case within this period of 30 days, submit a written complaint to Adley in which the defect is accurately described.


3. Complaints regarding Adley's invoices must be submitted in writing to Adley within 8 working days of the invoice date.


4. Complaints shall be made within the aforementioned time limits on pain of forfeiture.


5. Adley has the right to require the buyer to return to Adley the delivered products in respect of which the buyer has complained in a timely and correct manner or a representative part thereof to be determined by Adley, at the expense of the buyer, so that Adley is able to check the complaint made for its accuracy. The return to Adley and storage of the goods to which the complaint relates are at the expense and risk of the buyer.


6. Complaints relating to delivered products do not relieve the buyer of his payment obligations.



10. Limitation of liability


1. Adley's total liability for an attributable shortcoming in the performance of an agreement (if applicable the delivery of products) or on any legal basis, including explicitly any shortcoming in the fulfilment of a guarantee obligation (agreed with the buyer), is limited to compensation for direct damage up to the amount of the price of the relevant agreement (excluding VAT)whereby a series of events is considered as one event. However, if the damage is covered by the company liability insurance of


Adley, the liability will never exceed the amount actually paid out by the insurer.


2. Adley shall under no circumstances be liable for:


(i) indirect damage, including, but not limited to, consequential damage, lost profit, missed savings and damage due to business stagnation; and


(ii) death or bodily injury of the buyer's employees, regardless of the cause thereof and whether the death or bodily injury is wholly or partly the result of an act or omission by Adley's employees or any other third party.


3. The limitations and exclusions of liability set out here do not apply in the event that the damage is caused by intent gross negligence or gross negligence on the part of Adley.


4. The buyer indemnifies Adley against all claims of third parties for damages, costs or interest, on any ground, in connection with the delivered products or arising from the use of our products or oral advice.



11. Intellectual property rights


1. All intellectual property rights with regard to the products, designs, technical drawings, calculations, samples and the like with regard to the products remain the property of Adley and/or its suppliers at all times.


2. Adley does not represent or warrant that the use of the products or processes does not infringe the intellectual property rights of third parties; it is the buyer's responsibility to verify that he is free to act in a particular jurisdiction.





12. Force majeure


1. Wars, pandemics and epidemics, domestic riots, strikes, fire, explosions, storms, floods, earthquakes, government measures, shortage of raw materials, traffic congestion, power or internet failures or similar circumstances or any of those circumstances occurring with suppliers and, in general, circumstances beyond adley's control and/or through no fault of Adley, which result in Adley not being able to fulfil its obligations, constitute force majeure and give Adley the right to dissolve the agreement in whole or in part at any time by means of a written notice and/or to suspend the execution thereof, without Adley being liable to pay compensation to the buyer.


2. Adley will inform the buyer of all circumstances and details that prevent Adley from fulfilling its obligations under the agreement.




13. Transfer


1. The buyer is not entitled to transfer to third parties any right arising from an agreement without adley's prior written consent. In addition to obligation law, the restriction of portability also has the effect of property law as referred to in Article 3:83 paragraph 2 of the Civil Code. The buyer gives Adley the right in advance to transfer all or part of the rights arising from agreements to third parties.



14. Secrecy


1. Adley and the buyer are obliged to maintain the confidentiality of each other's confidential information and will only use it for the execution of the agreement.




15. Applicable Law


1. Dutch law applies to these general  terms and conditions as well as all agreements between Adley and the buyer.


2. All disputes that arise between the parties are submitted to the competent court of the District Court of East Brabant, location 's-Hertogenbosch, without prejudice to Adley's right to apply to the court competent in the buyer's place of business.


3. The applicability of the 1980 Vienna Convention on International Contracts for the Sale of Movable Property (CISG) is explicitly excluded.



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