Plantline --- General Terms and Conditions
1. Applicability of General Terms and Conditions
1.1. These General Terms and Conditions apply to all offers and quotations, in any form or manner whatsoever, submitted by Plantline , hereinafter referred to as ‘Plantline’, and to all agreements concluded with it. 'Agreement’ refers to the agreement between the parties and the orders referred to in Article 2.1.
1.2. In addition to these General Terms and Conditions, additional conditions may also apply to certain goods and/or work, provided that these are agreed on in writing. If there are differences between the additional conditions and these General Terms and Conditions, the provisions of the additional conditions will prevail over these General Terms and Conditions, unless agreed otherwise in writing.
1.3. The provisions of these General Terms and Conditions may only be deviated from if agreed in writing, in which case the other provisions of these General Terms and Conditions will remain in full force. The agreed deviations will only apply to the agreement in which those deviations were agreed.
1.4. If any provision of these General Terms and Conditions should be void, is declared void or is otherwise declared inapplicable, the other provisions of these General Terms and Conditions will remain in full force and, to replace the provision that is void, declared void or declared inapplicable, the parties will agree on an alternative provision that as much as possible complies with the object and purport of the provision that is void, declared void or declared inapplicable.
1.5. Plantline is authorised to engage third parties in the performance of the agreement. In such a situation, these General Terms and Conditions will also apply.
1.6. Any communication between Plantline and the client can take place electronically, unless this is deviated from in these General Terms and Conditions and/or the agreement and/or the law. The version of the communication in question saved by Plantline will be regarded as evidence, unless the contrary is proved by the client.
1.7. Any advice, recommendation or representation given by Plantline or its employees or agents to the client or its employees or agents as to the storage, application or use of the goods or otherwise which is not confirmed in writing by Plantline is followed or acted upon entirely at the client’s own risk, and, accordingly, Plantline shall not be liable for any such advice, recommendation or representation which is not so confirmed.
1.8. Nothing in these General Terms and Conditions shall effect the statutory rights of any client dealing as a consumer.
2. Offers / agreement
2.1. All offers made shall not bind Plantline, unless they specify a time limit. If a non-binding offer is accepted by the client, Plantline may revoke the offer within two working days of receipt of the acceptance.
2.2. Offers are once-only and will not apply to repeat orders.
2.3. The order is formed when the client has placed an order, either verbally or in writing, and Plantline has received this order. The burden of proof with respect to the contents and receipt of the order will at all times be on the client.
2.4. Every order will be confirmed in the invoice drawn up for the order. The invoice contains all information with regard to the order that has been or will be carried out and must be regarded as an order confirmation, unless the order was confirmed in a separate order confirmation.
3.1. The goods will be packaged in the manner customary in the line of business, unless the parties agree otherwise in writing.
3.2. With respect to durable packaging material, such as trolleys, containers and pallet boxes, provided on loan to the client, Plantline reserves the right to charge the client for the costs of this packaging material if the client has not returned the packaging material to Plantline within 30 days.
3.3. The statement provided by Plantline will be the principal reference for the number of packing materials that the client owes Plantline.
4.1. The goods are deemed to have been delivered at the time that Plantline makes these available to the client at a location indicated for that purpose by the client. The client shall make all arrangements necessary to take delivery of the goods whenever they are tendered for delivery. It is not necessary for an employee of the client to have taken actual receipt of the goods.
4.2. A delivery time stated by Plantline will be without obligation, will be approximate only, and will never be regarded as a strict deadline.
4.3. If the goods ordered by the client are available, but Plantline is not given the opportunity to deliver these at or after the agreed delivery time, the goods are deemed to have been delivered and will be stored by Plantline at the client’s expense and risk.
4.4. If the client fails to accept delivery of goods on the delivery date or within 3 days of notification that they are ready for despatch whether prior to or after the delivery date Plantline reserves the right to invoice the goods to the client and charge him therefore. In addition the client shall then pay reasonable storage charges or demurrage as appropriate in the circumstances until the goods are either despatched to the client or disposed of elsewhere.
4.5. Plantline shall be entitled to deliver the goods by instalments and where the goods are so delivered, each delivery shall constitute a separate contract and failure by Plantline to deliver any one or more of the instalments in accordance with these General Terms and Conditions or any claim by the client in respect of any one or more instalments shall not entitle the client to treat any other related contract as repudiated.
4.6. A delay in the delivery is only allowed with the explicit written consent of Plantline. Any costs and losses for Plantline resulting from a delay will be payable by the client. The statement of costs to be provided by Plantline in this respect will be binding on the client.
4.7. As long as one or several invoices of Plantline have not been paid by the client, delivery will not entail transfer of title. The risk of the goods will pass to the client at the time of delivery.
4.8. Plantline will not be liable for any loss incurred as a consequence of non-delivery.
5. Retention of Title
5.1. Plantline remains the owner of all goods supplied to the client until the client has made all payments with respect to any claims that Plantline should have of acquire pursuant to all agreements with the client and any goods delivered in that context.
5.2. The goods will remain the property of Plantline and the client will store them so that they are readily identifiable as Plantline’ goods, until such time as payment for them and for all other goods agreed to be sold to the client have been received in full.
5.3. If the goods have been resold, Plantline’s beneficial entitlement will be attached to the proceeds of the resale and Plantline will be able to claim the full purchase price of the proceeds received.
5.4. Where ownership of any goods remains vested, Plantline will be entitled to repossess any goods supplied at any time.
5.5. Plantline may for the purpose of recovering its goods enter upon any premises where they are stored or where they are reasonably thought to be stored and may repossess the same.
5.6. It is the sole responsibility of the client to ensure that all goods received from Plantline are fully insured until such time as ownership of said goods has passed to the client.
5.7. Should goods become damaged in any way after they have been received by the client, the client will be liable to pay to Plantline the full purchase price of the goods.
6.1. The prices stated by Plantline will always be in british pounds, unless explicitly stated otherwise. The prices include value added tax (VAT) and delivery costs.
6.2. If, after the order has been accepted, circumstances occur that influence the cost price, Plantline reserves the right to pass on these price changes to the client.
7. Advance payments
7.1. Plantline will at all times be authorised to require that the client, with respect to the payment obligations arising for the client from the agreement, pay an advance up to at most the sum arising from the agreement for the client.
7.2. If the client refuses to pay an advance on request as referred to in the previous paragraph, Plantline will be entitled to terminate the agreement in writing with immediate effect and/or to cancel any outstanding orders, without prejudice to Plantline’ right to compensation of loss suffered by Plantline due to the termination and/or cancellation.
8.1. A term of payment of 30 days applies if no other payment conditions have been agreed on in writing.
8.2. The client will not be entitled to set off any outstanding invoices against any claim whatsoever on Plantline.
8.3 If the client has any complaints regarding the invoice received, it must inform Plantline of those complaints in writing within five working days after the date of invoice, failing which the invoice is deemed to be correct.
8.4. If the client has not paid within the term referred to in paragraph 1, the client will be deemed to be in default by operation of law and Plantline will be entitled, without any demand or notice of default being required, to charge the client interest of 1.5% a month as from the invoice’s due date.
8.5. The client must also pay all extrajudicial or judicial costs, of any nature whatsoever, that Plantline has had to incur due to the client’s failure to fulfil its payment or other obligations. The extrajudicial costs total 15% of the principal sum, with a minimum of €200 excluding VAT.
8.6. In those cases in which the stated prices are not in euros, Plantline will charge the client for the loss that it suffers due to a change to the exchange rate after the occurrence of the default.
8.7. If the client does not fulfil the payment obligations, Plantline will be authorised to terminate the agreement with immediate effect or to suspend further delivery of the goods until the client has completely fulfilled its payment or other obligations, including payment of the interest and costs due.
9. Cancellation/revocation of an order
9.1. Plantline will at all times be entitled to cancel an order.
9.2. If an order is cancelled by the client within 7 days prior to the agreed delivery date, the client will be obliged to compensate Plantline for all costs already incurred with a view to the performance of the order, estimated at 10% of the order amount, all this without prejudice to Plantline’s right to compensation of the full amount of the loss.
9.3. A change to or cancellation of an order by the client is not allowed in respect of goods already ordered or sent for delivery by Plantline.
10. Guarantee and complaints
10.1. Plantline guarantees the quality and reliability of the goods delivered by it.
10.2. If goods delivered by Plantline turn out to be of insufficient quality or unreliable, Plantline will only be obliged to replace these goods with other similar goods in exchange for the goods to be replaced. Plantline is, however, entitled to repay the client the invoice amount of the goods to be replaced, such also in exchange for the goods to be replaced.
10.3. To further elaborate on the provision of paragraph 1, complaints about visible defects may only be enforced if these have been communicated to Plantline in writing within 24 hours of delivery of the goods. The client has also complained in due time if the complaint is communicated by telephone within 24 hours and subsequently confirmed in writing within 5 days.
10.4. To further elaborate on the provision of paragraph 1, complaints about invisible defects may only be enforced if these have been communicated to Plantline in writing within 7 days of discovery. In the absence of a report within this period, the right to make a claim under the guarantee will lapse in respect of the defect in question. 1
10.5. Any complaint as referred to in this Article must include a clear description of the complaint.
10.6. Complaints do not entitle the client to suspend payment of the invoice regarding the delivery of the goods to which the complaints relate or to suspend payment of other invoices.
10.7. A complaint with respect to part of the batch does not entitle the client to refuse the entire batch.
10.8. Once the time limits referred to above have elapsed, the client will be deemed to have accepted the goods delivered. Plantline will no longer be obliged to handle any claims submitted by the client.
10.9. Goods delivered to and accepted by the client in accordance with these conditions will never be taken back.
10.10. Neither can Plantline be held liable under the guarantee in case of inexpert use or storage of the goods delivered by Plantline or if the goods delivered by Plantline have subsequently been processed or otherwise altered by the client or for the client’s benefit.
11.1. Plantline will never be liable for any direct or indirect damage or loss suffered by the client and/or third parties, unless such damage or loss is the direct result of wilful misconduct or gross negligence on the part of Plantline.
11.2. If Plantline, for whatever reason, is obliged to compensate any damage or loss, such compensation will never amount to more than a sum equal to the invoice value of the goods that caused the damage or loss.
11.3. A condition for the entitlement to any compensation is that the client reports the damage or loss to Plantline after the arising thereof and in the manner described in Articles 10.3 and 10.4.
11.4. An action for liability towards Plantline expires within 12 months after the client has become aware of the event giving rise tot he damage or could reasonably have become aware of it.
12. Force Majeure
12.1. Plantline shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, epidemics and pandemics, measures imposed as a result of a pandemic or epidemic, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, export and import bans, restrictive measures of any government, delivery problems at suppliers that Plantline depends on and general transport problems.
12.2. During the period of force majeure, Plantline has the right to suspend or terminate its delivery obligations and other obligations, or to change them respectively until the extraordinary circumstances have ceased to exist.
12.3. If force majeure occurs at a time when Plantline has already partially fulfilled its obligations or can only partially fulfil its obligations, it has the right to separately invoice the part that has already been delivered, and in that case, the client is obliged to pay this invoice as if it concerned a separate agreement. This does not apply however, if that part has already been delivered or the part to be delivered does not have independent value.
12.4. If the delay persists for such time as Plantline considers unreasonable, it may without liability on its part, terminate the contract or any part of it.
13. Description / samples
13.1. Any description given or applied to the goods is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the client hereby affirms that it does not in any way rely on any description when entering into the contract.
13.2. Where a sample of the goods is shown to and inspected by the client, the parties hereto accept that such a sample is so shown and inspected for the sole purpose of enabling the client to judge for itself the quality of the bulk, and not so far as to constitute a sale by sample.
14. Breach of contract and termination
14.1. Plantline may - at its discretion - suspend or terminate early all agreements concluded between Plantline and the client, such with immediate effect without judicial intervention being required, without notice of default being required and without being obliged to pay any compensation, without prejudice to any further rights to which it is entitled, in the following cases:
a. when the client is declared bankrupt or when suspension of payment is granted; or
b. if a petition for an order for compulsory winding-up is submitted in respect of the client, or an application for suspension of payment;
c. if the client offers their creditors a composition;
d. if the client’s business is discontinued or threatened to be discontinued;
e. if, after conclusion of the agreement, Plantline has learned of circumstances that give it good reason to fear that the client will not fulfil the obligations and/or if in the opinion of Plantline collection of existing or future claims cannot be safeguarded;
f. if the client does not, does not fully or does not in good time fulfil any obligations vested in them pursuant to the agreement concluded between Plantline and the client or pursuant to the law, and is in default;
g. if on account of the delay on the client’s part, Plantline can no longer be required to fulfil the agreement on the originally agreed upon conditions;
h. if any circumstances occur that are of such a nature that they make fulfilment of the agreement impossible or if any other circumstances occur that are of such a nature that unaltered maintenance of the agreement cannot reasonably be required of Plantline.
14.2. All claims of Plantline against the client are immediately due and payable upon termination of the agreement.
14.3. If the client can be blamed for the termination, Plantline will be entitled to compensation of all loss suffered by Plantline as a result, including any direct and indirect costs.
15. Disputes and applicable law
15.1. All offers, quotations, and agreements subject to these conditions and all existing and future legal relationships between Plantline and the client will exclusively be governed by Dutch law. The applicability of the 1980 Vienna Sales Convention (CISG) is explicitly excluded.
15.2. All disputes with regard to or arising from submitted offers, quotations, and/or agreements entered into with Plantline will be brought before the competent court in the place of business of Plantline.