Terms and Conditions
Below you will find our terms and conditions. At the bottom of the page you will find the link on the terms and conditions to download in a PDF file.
General terms and conditions of delivery and payment of the private company with limited liability Europe Shredders B.V., with its registered office in Klazienaveen (Municipality of Emmen), the Netherlands.
Article 0. Definitions
0.1 ES b.v.: the private company with limited liability Europe Shreddes B.V., with its registered office in Klazienaveen. 0.2 Client: the party whom the agreement is entered into with. 0.3 Parties: ES bv and the client. 0.4 Offer: all quotations and/or proposals, including any corresponding appendices prepared by ES bv for the client. 0.5 Agreement: all agreements for the execution of work and purchasing and sales agreements concluded between the parties.
Article 1. Applicability
1.1 These general terms and conditions apply to, and form an integrated part of all offers and agreements entered into by ES bv. 1.2 Derogative clauses, also in the form of general terms and conditions declared applicable by the client are subject to the explicit written acceptance by ES bv, for each individual agreement. Any general terms and conditions of the client declared applicable as part of a request for an offer are explicitly rejected by ES bv.
Article 2. Conclusion of agreement
2.1. All offers are free of obligation, unless explicitly agreed otherwise. An offer lapses if the product which the offer relates to is no longer available. 2.2 ES bv is not obliged to abide by its offer, if it is reasonably understandable for the client that the offer, or parts thereof, contains an apparent error or mistake. 2.3 Offers do not automatically apply to future orders. 2.4 A compound offer does not oblige ES bv to execute part of the agreement at a proportional part of the quoted price. 2.5. An agreement is formed by ES bv sending confirmation of order to the client and/or by the parties signing the contract. The written confirmation of order and signed contract are deemed to fully and correctly reflect the contents of the agreement. 2.6 If the client enters into an agreement with a representative of ES bv, ES bv has the right to notify the client in writing, within eight days thereof, that ES bv is unable to execute the order or unable to execute it without making changes, if the changed performance of that agreement cannot reasonably be demanded due to circumstances which the representative could not reasonably have been aware of. Unless the parties reach agreement thereafter, the agreement shall be terminated, without the client being entitled to claim any compensation. 2.7 Entering into agreement and/or the ratification thereof by ES bv shall always be subject to the resolutive condition that information gained by ES bv shows that the client is not sufficiently creditworthy. ES bv can only invoke this resolutive condition within 14 days of the agreement having been concluded and/or confirmation of order in the letter to be sent to the client. Such invocation shall render the agreement terminated. In that instance, the client shall not be able to claim compensation. 2.8 If the acceptance derogates from the offer included in the proposal, ES bv shall not be bound by that. 2.9 Work for which no offer and/or confirmation of order is sent and/or contract signed, due to the nature and scope of the work, the agreement can be proven in every legal way possible. In any case, the invoice sent by ES bv, which is deemed to fully and correctly reflect the agreement, shall be considered confirmation of order. 2.10 Upon concluding the agreement, ES bv shall be entitled to demand a guarantee from the client that all obligations shall be fulfilled, before delivering any (further) performance. 2.11 If so deemed necessary by ES bv, it shall be entitled to engage third parties [others] for the proper performance of the agreement. The costs thereof shall be passed on to the client in accordance with the quotation provided. If possible, consultations shall be conducted with the client in that respect. 2.12 These general terms and conditions also apply to agreements in which ES bv engages third parties.
Article 3. Quality and Delivery Times
3.1 All advices, calculations, designs, models, drawings, measures and other product presentations provided by ES bv are done and prepared with the utmost care, yet are subject to alteration. Samples, drawings or models shown and provided solely serve to give a general presentation of the goods on offer. No rights can be derived from these. 3.2 Delivery times given by ES bv are not final and subject to alteration, at all times. ES bv undertakes to adhere to the given delivery times, as much as possible. Exceeding the delivery time does not entitle the client to claim compensation, to refuse the product or demand full or partial termination of the agreement, except in the case of intent or gross negligence. 3.3 ES bv shall not be in default as a result of the mere act of exceeding the agreed delivery term. In that instance, the client shall be entitled to demand that subsequent delivery shall be made within a reasonable term, which request must be made by means of a written notice of default. 3.4 If ES bv requires information from the client within the framework of performing the agreement, the performance term shall not commence until after the client has made said information available to ES bv. 3.5 In the event of a delay, the client shall be entitled to terminate the contract after expiry of a reasonable term. A period of six weeks is normally deemed reasonable. In that instance, ES bv must be notified of termination in writing. 3.6 If the client fails to take delivery of the goods after the delivery term has lapsed, they shall be made available to him through storage at his expense and risk. 3.7 ES bv shall be entitled to perform the agreement in different phases and as such invoice any completed parts separately.
3.8 If the agreement is performed in different phases, ES bv shall be entitled to suspend the performance of those parts that are part of the following phase, until the client has approved the results of the preceding phase in writing.
Article 4. Delivery
4.1. The goods to be delivered by ES bv shall be deemed delivered by ES bv once they have been made available within the grounds of ES bv (‘Ex Works’(EXW), as referred to in the Incoterms 2000), unless explicitly agreed otherwise. 4.2 The client is obliged to inspect the delivered goods for any shortages or damage, immediately upon delivery and/or to carry out this inspection after having been notified by ES bv that the goods are at the disposal of the client.
Article 5. Price and price changes
5.1 The price shall be based on delivery of the goods 'Ex Works' (EXW), as referred to in the Incoterms 2000, unless explicitly indicated or agreed otherwise. 5.2. The prices applied by ES bv are exclusive of VAT and include the costs of packaging, import duties and other government levies and freight charges to the Netherlands. ES bv shall be entitled to pass on to the client any changes in the cost elements as described in this paragraph, as well as changes in the rates of [or compared to] the Euro in relation to various other currencies applied by ES bv to express the price of the goods sold. 5.3 ES bv shall be entitled to charge any additional work it has carried out separately, also if the additional work was not instructed in writing or if the price thereof was not agreed in advance. With regard to calculating the price of the additional work, the provisions of the previous paragraph of this article apply by analogy. 5.4 If ES bv and the client have agreed a fixed price, ES bv shall nevertheless be entitled to increase this price at all times, without the client being entitled to terminate the agreement for that reason, if the increase arises from an authority or obligation pursuant to legislation, is caused by a rise in prices for raw materials, salaries etcetera, or due to any other reason which could not reasonably have been foreseen at the time the agreement was concluded. 5.5 If, other than as a result of a change to the agreement, the price rise exceeds 10% and occurs within three months of the agreement being concluded, only the client that shall be able to invoke title 5, section 3 of Book 6 of the Netherlands Civil Code is entitled to terminate the agreement by means of a written statement, unless in that instance ES bv is prepared to perform the agreement on the basis of that what was agreed originally, or if the price rise is the result of a right or an obligation of ES bv by virtue of the law or authority, or if it has been stipulated that delivery shall take place more than three months after the purchase.
Article 6. Force majeure
6.1. ES bv shall be able to rely on force majeure, if after concluding the agreement it is prevented from fulfilling their obligations by virtue of this agreement due to war, the threat of war, riots, wilful damage, fire, water damage, flooding, strikes, factory sit-ins, import or export impediments, government measures, defects to machinery, disruptions in the power supply, as well as any other circumstance partly or wholly preventing fulfilment of the obligations, or as a result of which fulfilment of their obligations cannot reasonably be expected from ES bv, regardless of the fact whether the circumstance could have been foreseen at the time the agreement was concluded. The situation of force majeure also applies if such circumstances occur in the company of third parties ES bv depends on for performance of the sales agreement. ES bv shall also be entitled to claim force majeure if the circumstance that prevents the (continued) performance of the agreement arises after ES bv was to have fulfilled its obligation. 6.2 If the situation of force majeure continuous for a period of more than three consecutive months, either party shall be entitled to terminate the agreement. In that instance, the parties declare not to claim any compensation. 6.3 ES bv shall be entitled to claim payment for activities within the framework of performing the relevant agreement, carried out prior to the events causing force majeure to take place. The client shall be obliged to pay on the basis of an assumed separate agreement.
Article 7. Payment
7.1. Unless otherwise agreed in writing, payment must be made net in cash upon or prior to delivery, without any discount or setoff, or by means of payment or transfer into a bank or giro account designated by ES bv, within 14 days of the invoice date. The value day on the bank/giro statements of ES bv shall be decisive and as such deemed the day of payment. 7.2 In the event ES bv has agreed with the client that payment shall be made via a bank, or if security is given by way of documentary credit or bank guarantee, the client guarantees that this shall be effected by means of a first-class bank. If ES bv has reasonable ground to be in doubt about said qualifications, ES bv shall be entitled to reject the proposed bank and appoint another bank instead. 7.3 If payment of the amount due has not been effected within 14 days of the invoice date, statutory interest on the entire invoice amount shall be payable by the client to ES bv from the invoice date until the date on which payment is made in full, without the requirement for a demand, notice of default or judicial intervention. 7.4 ES bv shall be entitled to first allocate any payments made by the client to the costs, subsequently to any interest due and finally to the principal sum and accrued interest. 7.5 ES bv, without being in default, can refuse an offer for payment if the client appoints a different order for the allocation of the payment. ES bv can refuse full settlement of the principal sum, if this does not include any accrued interest and collection costs due. 7.6 The client shall never be entitled to set off any amounts payable by him to ES bv. 7.7 Objections to the amount of the invoices do not suspend the obligation to pay. If the client is unable invoke title 5, section 3, book 6 of the Netherlands Civil Code, he shall neither be entitled to suspend payment of an invoice for any other reason.
Article 8. Retention of title
8.1 The goods delivered by ES bv to the client remain the property of ES bv until the client has paid the purchase price of the relevant goods in full. 8.2 As long as the client has the disposal of goods of ES bv in accordance with article 8.1, he must take out adequate insurance against the usual risks. In the event of any payments made by virtue of this insurance, ES bv shall be entitled to these funds. 8.3 The client shall only be entitled to use these goods for the purpose of his normal business operations. The client is explicitly prohibited from using these goods as a security or alternative collateral for third parties. 8.4 If a third party attaches goods delivered under retention of title and/or if it wishes to establish a right or lay claim to these, the client shall be obliged to immediately notify ES bv of this. 8.5 If the client has failed to fulfil his obligation to pay, as described in article 7.1, with regard to the relevant goods, ES bv, without the requirement for a demand, notice of default or judicial intervention, shall be entitled to take the goods as referred to article 8.1, which are the property of ES bv, and remove these from the company of the client.
Article 9. Complaints
9.1. In accordance with article 4.2, the client is obliged to closely inspect the products immediately after arrival at the place of destination. [Any complaint in relation to e.g. the quality, dimensions, weights or packaging of the delivered goods must be made known to ES bv in writing, within eight days of the client having received the goods.] Any visual defects must be reported to ES bv in writing within eight days of delivery. Any hidden defects must be reported to ES bv in writing immediately, yet no later than fourteen days after discovery thereof. 9.2 Faults that could not reasonably have been discovered within the aforesaid term must be reported to ES bv in writing immediately upon discovery, yet no later than after expiry of the warranty period. 9.3 A prompt claim by the client does not suspend his obligation to pay. 9.1 Any complaint made outside the terms outlined in this article shall result in the client losing his right to claim with regard to those defects. 9.5 Any costs incurred by ES bv as a result of a complaint which is subsequently declared unfounded shall be payable by the client. 9.6 The client shall not be entitled to return the goods, prior to having obtained the written approval of ES bv.
Article 10. Warranty
10.1. ES bv guarantees the client or the first actual user of any goods supplied by ES bv to the client that the goods are of a proper construction and correct quality. Based on this guarantee, ES bv solely has the following obligations: a. In the event of a defect (any property as a result of which the client is unable to use the goods for its intended purpose) being reported to ES bv within six months of the date of the goods having been delivered to the client, all costs for replacement and/or repair - this at the discretion of ES bv - including freight charges shall be payable by ES bv. b. In the event of the situation described above occurring in the period of six and twelve months of the delivery date, only the parts shall be payable by ES bv. These terms are deemed to commence on the date of delivery. 10.2 The guarantees described in article 10.1 shall lapse in the following instances: - upon expiry of the terms described in article 10.1. - the client failing to report a defect to ES bv within 8 days of discovery. - the client or first user having carried out repairs of their own accord, without the approval of ES bv. - in the event of incompetent use, which includes failure to observe the storage, maintenance, user and operating instructions. 10.3 Damage caused by wear and tear are excluded from the warranty.
Article 11. Liability of the seller
11.1. In the event of delivery of faulty goods, ES bv, with due observance of the provisions of article 9, shall be entitled to remedy the goods and/or following return of the goods delivered, to refund the client the purchase price or to replace those goods with similar goods of equal value. The client shall in no case be entitled to claim compensation. 11.2 Liability on the part of ES bv for any type of damage - damage to the environment, including consequential damage and losses - incurred by the client or a third party as a result of using the goods supplied by ES bv is excluded, unless in the event of intent or gross negligence. The same applies to the contents of any product information included by ES bv in the delivery of the goods. 11.3 Liability on the part of ES bv shall in any case be limited to the sum equal to the purchase price of the relevant goods delivered to the client. 11.4 The client undertakes to indemnify ES bv against third-party claims, at law and otherwise. 11.5 ES bv shall not be liable for damage, regardless of the nature thereof, due to ES bv acting upon incorrect and/or incomplete information provided by or on behalf of the client.
Article 12. Transfer of risk
12.1 The risk of loss, damage or reduction in value is transferred to the client from the moment the goods are placed at the disposal of the client.
Article 13. Termination, extrajudicial costs
13.1. If the client fails to fulfil any of his obligations arising from the agreement, or fails to do so properly or in time, the client shall be in default, entitling ES bv, without giving notice of default or judicial intervention: - to suspend performance of the agreement and any directly related agreements, until sufficient security for fulfilment of the relevant obligation has been obtained. Or - to partly or wholly terminate the agreement and any related agreements, all this without prejudice to any other rights of ES bv by virtue of the law and without ES bv being obliged to pay any compensation. 13.2 In the event of bankruptcy, a moratorium on payments and/or seizure of (part of) of the goods of the client, all agreements with the client shall be terminated by operation of law, unless ES bv notifies the client,
within a reasonable period of time, of their desire that (part of) the relevant agreement(s) is to be performed. 13.3 If the client is in default of properly fulfilling his obligations towards ES bv, the client shall be liable for all direct and indirect damage incurred by ES bv (including costs). 13.4 If ES bv, due to the client failing to perform, is forced to incur costs for legal assistance, at law and otherwise, the client shall be obliged to reimburse ES bv for these costs. In default of payment, the extrajudicial costs shall be set by the parties at 15% of the amount owed, subject to a minimum of €500.
Article 14. Intellectual property
14.4 ES bv reserves the rights and powers it is entitled to by virtue of the Copyright Act and other intellectual legislation. ES bv is entitled to use the knowledge it has gained during the performance of an agreement for other purposes also, insofar as this does not involve the disclosure of any strictly confidential information of the client to third parties.
Article 15. Cancellation
15.1 If the client wishes to cancel the order given to ES bv and it has agreed to this in writing, the client shall be obliged to take over any materials, whether or not worked, processed or purchased forward, at a price set or to be set by ES bv and, in addition, for reasons including loss of profit, to reimburse ES bv for payment of 15% of the agreed price, all this without prejudice to any other rights of ES bv by virtue of the law. In the event that ES bv, with a view to the order, has entered into an exchange agreement with a bank or third party, the client shall furthermore be obliged to reimburse ES bv for any exchange losses arising from the cancellation. 15.2 The client shall indemnify ES bv against all third-party claims as a result of the cancellation of the order by this client. 15.3 If the agreement is prematurely cancelled by ES bv, it shall arrange for any outstanding work to be transferred to third parties, in consultation with the client. If ES bv incurs additional costs as a result of any work being transferred, the client shall be charged for these costs accordingly. The client shall be obliged to settle these costs within the applicable term, unless indicated otherwise by ES bv.
Article 16. Applicable law and competent Court
16.1 The agreement, of which these general terms and conditions form an integrated part, is subject to Dutch Law, even if an engagement is partly or wholly performed abroad or if the relevant party to the legal relationship resides abroad. The applicability of the Vienna Sales Convention is excluded. 16.2 The Dutch court shall have exclusive jurisdiction to take cognizance of disputes arising by virtue of this agreement. Disputes that fall within the jurisdiction of a District Court and/or the President there of, shall be exclusively settled by the District Court of Zwolle and/or the President of this Court. 16.2 In the event of uncertainty regarding the interpretation of one or more provisions of these general terms and conditions, the interpretation shall be based on the intentions of the parties at the time the agreement was concluded. 16.3 In the event of a situation arising between the parties not provided for by these general terms and conditions, the situation must be assessed based on the intentions of the parties at the time the agreement was concluded.
Article 17 Changes
17.1 If, at any one time, one or more provisions in these general terms and conditions are partly or fully null and void or partly or fully nullified, the other provisions of these general terms and conditions shall continue to apply in full. In that instance, ES bv and the client shall consult in order to agree upon new provisions to replace the null and void or nullified provisions, during which the objective and purport of the original provisions shall be duly observed, if and insofar as possible. 17.2 If during the performance of the agreement it appears that it needs to be changed or complemented to ensure an adequate performance thereof, the parties shall enter into mutual and timely consultations in order to adjust the agreement in writing. 17.3 ES bv, without being in default, is entitled to reject requests to change the agreement, if this request potentially affects the work to be carried out or the goods to be delivered within that framework, in terms of quality and/or quantity.
Article 18. Source and change of conditions
18.1 These conditions have been filed with the Chamber of Commerce in Zwolle, the Netherlands. 18.2 The most recently filed version and/or the version applicable at the time the legal relationship with ES bv was formed shall apply. 18.3 The Dutch wording of these general terms and conditions shall always be decisive in the interpretation of the text.
At your request we can send these delivery conditions in the English language. Auf Ihre Bitte können wir die Lieferungsbedingungen auch in die deutsche Sprache schicken. Sur demande nous pouvons envoyer ces conditions à vous en Français.