General terms and conditions
General terms and conditions of JISLON (Europe) B.V., with its registered office at (6089 NT) Heibloem at the Gesseltweg 4.
Article 1 – Applicability
These general terms and conditions are hereafter referred to as the “Conditions” and govern agreements between Jislon (Europe) B.V., hereafter referred to as “Jislon”, and any third party, hereafter referred to as the “Counterparty”, for the sale of Products, hereafter referred to as “Products”, by Jislon to the Counterparty.
Article 2 – Offers, orders and agreements
No valid agreement for the sale and purchase of Products by Jislon to the Counterparty is concluded unless an acceptance of a quotation or an order by the Counterparty is confirmed in writing by Jislon. Quotations by Jislon are non-committal. The Counterparty must inform Jislon of irregularities in the order confirmation of Jislon within three (3) working days following the date of confirmation, failing which the confirmation by Jislon is deemed to reflect the agreement between Jislon and the Counterparty correctly.
Article 3 – Prices
All prices quoted by Jislon or agreed with Jislon are in EURO, include packaging but exclude VAT, import and export duties, excise and other taxes or levies or other charges with regard the Products and their carriage.
Article 4 – Payment
Jislon shall invoice the Counterparty upon delivery of the Products. A payment term of [fourteen (14)] days applies to all invoices by Jislon. The Counterparty shall pay each invoice within the payment term, without any discount, deduction or setoff being permitted. Jislon reserves the right, in addition to other rights and remedies, either to cancel the agreement or to suspend further deliveries if the Counterparty fails to pay an invoice whenever payment is due. An interest of 1,5% per month over the outstanding amount is due if payment has not been made on the due date. In addition to this, the Counterparty shall be liable for the (extra-)judicial costs related to collection of the outstanding amount, which costs are set at 15 % of the outstanding amount.
Article 5 – Delivery time and delivery
Delivery of Products shall be made Ex Works (Incoterms) at Jislon’s facility in Heibloem, the Netherlands. All transport arranged by Jislon on behalf of the Counterparty shall always be for the full risk and account of the Counterparty.
Stated delivery dates are best estimates and will not be regarded as final. Jislon shall to the best of his ability observe the time of delivery agreed upon. However delays shall not entitle the Counterparty to claim cancellation of the agreement and/or indemnification. Jislon is entitled to execute an agreement in parts and demand payment for that part.
Article 6 – Retention of title
Legal and beneficial title to the Products shall remain with Jislon until the Counterparty has paid the invoice relating to the Products in full, whereupon such title shall pass to the Counterparty. The Counterparty shall ensure that the Products supplied under retention of title shall be handled and stored with the necessary care, that the Products shall be and remain insured, and that the Products shall at all times remain recognisable as Jislon’s property.
Article 7 – Warranty, defects and complaints
Jislon warrants that its Products are free from fractures and faults (hereafter: “Defects”) at the moment of delivery. In case the original Products, notwithstanding this warranty, show Defects, then Jislon is entitled to decide either (i) to take back the Products and deliver new Products to the Counterparty, in which case after redelivery Jislon shall be regarded to have fulfilled its obligations towards the Counterparty, or (ii) to compensate the Counterparty, in which case the amount of compensation due shall be calculated on the basis of the original sale prices, upon which the following discounts is applicable:
- Defects discovered within two years from delivery: no discount;
- Defects discovered between two and three years from delivery: 25 % discount;
- Defects discovered between three and four years from delivery: 50 % discount;
- Defects discovered between four and five years from delivery: 75 % discount;
- Defects discovered after five years from delivery: no refund.
Without the prior written consent of Jislon the Counterparty shall not have the right to return the Products that have Defects. Jislon does not provide any further warranty regarding the conformity of the Products. Furthermore, the warranty provided by Jislon does not cover Products which have been altered, treated or amended in any way. Jislon does not warrant that the Products adhere to local laws and regulations, nor that their use is permitted under such laws and regulations. The Counterparty is obliged to inform Jislon in writing of any Defects and complaints in relation to the Products within thirty (30) days after receipt of the Products, or, where this is not possible, no later than eight (8) days following the discovery of Defects, after which all rights of the Counterparty to claim on the basis of the warranty lapse. In case of a complaint, the Counterparty shall store the Products in question in a safe condition, to preserve the state in which they were received and shall as soon as possible send Jislon evidence of the Defects.
Article 8 – Force majeure
Jislon shall not be liable for delays in delivery or failure to manufacture due to acts of god, acts of civil war or military authority, fires, strikes, labour disputes or disturbances, floods, epidemics, war, civil commotion, riots or delays in transportation or due to any other causes beyond its reasonable control. Should a force majeure situation arise, Jislon will be entitled to dissolve the agreement in respect of the unexecuted part by written declaration. Should the force majeure situation continue for more than six (6) weeks, the Counterparty will also be entitled to dissolve the agreement with regard to the unexecuted part by written declaration.
Article 9 – Liability
Jislon shall not be liable for direct and/or indirect loss, including personal injury and material damage, intangible loss, consequential loss (loss of income, loss of business and the like) and any other loss incurred for any reason whatever, except in the case of wilful act or gross negligence by Jislon or Jislon’s executives. Jislon’s liability shall be limited to the amount which is paid out to Jislon on the basis of insurance cover that is provided by Jislon’s insurer.
The Counterparty shall indemnify Jislon against all claims by third parties arising out of or in connection with the Products if such claims is not based on a Defect of the Products.
Article 10 – Applicable law & Jurisdiction
All agreements concluded by Jislon are by Dutch law. The application of the Vienna Sales Convention 1980 (CISG 1980) is expressly excluded.
All disputes between Jislon and the Counterparty as a result of or in relation to the Agreement shall in first instance be settled exclusively by the competent court in the District of Roermond.