Terms and conditions
General Sales and Delivery Terms and Condition - Dun Yong Foodservices B.V.
Article 1: General provisions
- These Terms and Conditions apply to all promotions, quotes, orders and agreements, at least for the sale and delivery of goods and/or services by the private company Dun Yong Foodservices B.V. and/or its affiliates, hereinafter to be referred to as Dun Yong.
- If not expressly derogated from any stipulation in writing of these terms and conditions, these terms and conditions prevail over any terms and conditions that the counterparty wishes to be applied.
Article 2: Quotes
- Unless expressly stated otherwise, quotes are provided entirely without obligation for the counterparty and for Dun Yong. A quote has a validity period of no more than 30 days.
- The prices stated in the quote are based on the cost-determining factors at that time. Dun Yong reserves the right to change prices in case of change in the cost factors that Dun Yong considers influential on these prices, even if these changes were foreseeable upon the conclusion of the agreement, unless Dun Yong agrees with the counterparty that certain prices will be fixed for a longer/specified period.
- Prices stated by Dun Yong are, unless stated otherwise, based on performance in normal working hours and excluding VAT and other governmental fees.
- For a composite price list, there is no obligation to deliver a part at a corresponding portion of the price stated for the whole.
Article 3: Agreements
- Agreements, also if concluded by intermediaries with Dun Yong, bind Dun Yong only when they have been confirmed in writing.
- Subsequent agreements or changes bind Dun Yong only after they have been confirmed in writing by Dun Yong.
- Dun Yong reserves the right to refuse orders without stating reasons. In such a case, Dun Yong will not owe damages to the counterparty.
- If a counterparty wishes to cancel an agreement, Dun Yong has, at Dun Yong's own discretion, the right to oblige the other party to fulfil the agreement or to cancel the agreement, where damage compensation in the amount of 20% of the total value of the agreement will apply, without prejudice to the right of Dun Yong to recover the actual damages.
Article 4: Products
- Information regarding the composition, quality and characteristics of the products supplied by Dun Yong is provided to the best of Dun Yong's knowledge, but does not imply any warranty.
- Dun Yong shall always have the right to determine that eligible products, at Dun Yong's discretion, will only be delivered in certain minimum quantities.
Article 5: Prices
- The prices stated are, unless otherwise agreed, ex warehouse excluding VAT.
- Dun Yong is entitled to increase the agreed price if cost-increasing factors arise after the conclusion of the agreement. Cost-increasing factors are in any event understood to include price increases charged by suppliers of Dun Yong, wage increases, social security charges, taxes or other charges.
- If, on the basis of that provided in the foregoing paragraph, Dun Yong resorts to an increase in price, the buyer is entitled to cancel the contract, provided that he makes this known to Dun Yong in writing immediately after notification of the price increase, and with compensation of the costs incurred by Dun Yong. For that which has been delivered for the cancelled order, the customer owes the originally agreed price.
Article 6: Delivery
- he delivery of goods shall be deemed to have taken place;
- If the goods are collected by or on behalf of the buyer, by acceptance of the goods.
- When shipped with a professional carrier, by the transfer of the goods to that carrier.
- When shipped by means of transport by Dun Yong, by delivery at the address as stated by the counterparty.
- From the moment of delivery, the goods are at the risk and expense of the counterparty.
- Dun Yong is entitled to deliver an order in whole or in parts. In the latter case, Dun Yong is entitled to request payment per partial delivery.
- The counterparty is obligated to accept the goods purchased at the time of delivery or at the time when they are made available to him according to the agreement. The delivery times specified by Dun Yong are only an estimate and are never deadlines.
- Exceeding the specified delivery times does not give the counterparty a right to compensation, suspension or dissolution of the agreement.
- If the goods to be delivered in the Netherlands are to be used outside the Netherlands, Dun Yong is not responsible if the goods to be delivered do not meet the standards and/or regulations imposed by laws or regulations of the country where the items will be used.
- For agreements that have an international character, according to the common practice of law, delivery is in principle from the factory (ExWork).
Article 7: Defects; complaint terms (claims)
- The counterparty must examine the goods delivered upon delivery. In doing so, it should be determined whether the delivered goods meet the agreement, namely;
- If it concerns a delivery that must comply with one or more product-specific conditions, whether the conditions are met.
- Whether the correct items have been delivered and whether that is in the correct number.
- If visible defects or shortcomings are noted, the counterparty must report this on the relevant packing slip in the presence of the carrier/supplier of the goods. In any event, the counterparty must report defects in writing to Dun Yong within 24 hours after delivery. All claims for products must include a description of the claim.
- The counterparty must report non-visible defects within 2 days after discovery, but not later than 7 days after delivery, in writing to Dun Yong.
- If a claim is not made within the established term, the counterparty shall be deemed to have accepted the goods in proper and good condition.
- A correctly submitted claim does not suspend the counterparty's payment obligations.
- Limited variations in quality, colour, weight, etc. as permissible in the trade cannot give rise to a claim.
- In the case of a justified claim, Dun Yong always has the right to replace the claimed goods with others.
- Suspension or compensation is expressly excluded.
Article 8: Packing
- Packing is charged to the customer by Dun Yong at cost price.
- For packing returned to Dun Yong at the expense of the customer, the customer receives a credit equal to the cost charged, unless the returned packing is in a less favourable condition than it was delivered to the customer, in which case a reasonably lower amount will be credited. Only packing delivered by Dun Yong can be returned.
Article 9: Payments
- If not otherwise agreed in writing, payment for goods delivered must be made in cash upon delivery of the goods.
- In the event of derogation from paragraph 1, payment must in principle be made within 14 days after invoicing. A term other than that intended in the previous sentence may only be agreed in writing.
- If the counterparty chooses automatic direct debit as the payment method, the counterparty is responsible for ensuring a sufficient balance in the account in question.
- If the counterparty disputes a portion of the amount on an invoice, or an invoice in its entirety, this protest must be made in writing and within 8 days after invoicing, upon failure of which the invoice is considered to be correct.
- The counterparty is in default without prior summons or notice of default if the invoice amount is not paid or not fully paid within the terms of paragraph 2 of this article.
- From the moment of the default, the other party owes the statutory interest over the outstanding amount, whereby part of a month counts as a whole month.
- If the counterparty remains in default or failure to fulfil one or more of the obligations to Dun Yong, then all judicial and extrajudicial costs to obtain satisfaction will be borne by the counterparty. The extrajudicial costs are fixed in advance at 15% of the invoice amount, with a minimum of 300.00 euros, increased with sales tax.
- In case of liquidation, bankruptcy or suspension of payment of the counterparty, Dun Yong's claims will be immediately due and payable.
- The counterparty is obliged to provide security at Dun Yong's first request for complete fulfilment of the agreement, in the absence of which all the claims of Dun Yong will be due immediately, without prejudice to the other rights of Dun Yong.
Article 10: Retention of title
- All goods delivered by Dun Yong remain the property of Dun Yong until the buyer has fulfilled all the obligations deriving from the purchase agreement(s), and otherwise for any reason whatsoever, to Dun Yong. The risk for the goods delivered continues to rest with the counterparty.
- Goods delivered by Dun Yong that are subject to the retention of title may only be processed, modified, mixed and/or resold in the course of normal operations. In those cases, Dun Yong acquires co-ownership of the newly created items.
- In those cases where Dun Yong wishes to exercise its property rights, the counterparty shall unconditionally and irrevocably grant access to Dun Yong and/or to third parties for the exercise of the property rights of Dun Yong, to all those places where Dun Yong's goods can be found.
- Dun Yong is entitled to recover delivered goods if the counterparty is in default, has applied for a suspension of payment or is in a state of bankruptcy.
- The costs for retrieval shall be borne by the counterparty.
- The counterparty is not authorized to pledge or in any other way encumber goods falling under a retention of title.
- If third parties place liens on the goods delivered under retention of title or wish to establish or enforce rights thereon, the counterparty is obliged to inform Dun Yong immediately.
- The buyer undertakes to insure and keep insured the goods delivered under retention of title, to protect them from damage or spoilage, taking into account the specific nature of a product.
Article 11: Non-attributable shortcomings
- Non-attributable shortcomings are at least understood to include: strikes, excessive sick leave of Dun Yong personnel, transport problems, fire, governmental measures including import and export restrictions, disruption of operations for Dun Yong or Dun Yong's suppliers, as well as attributable shortcomings of our suppliers such that Dun Yong cannot fulfil its obligations, and additionally all circumstances that are accepted as such by law and jurisprudence. In the event of non-attributable shortcomings, Dun Yong is entitled to suspend performance of the agreement or to dissolve the agreement, without the counterparty being entitled to claim compensation for damages. Dun Yong is entitled to demand payment for goods already delivered or services already provided.
Article 12: Liability
- Without prejudice to legal obligations, Dun Yong is not liable for any damage, direct or indirect, resulting from non-timely or improperly delivered goods or services.
- Without prejudice to that provided in paragraph 1, the liability of Dun Yong shall always be limited to the net invoice value of the items or services performed that are improper or not delivered/performed in a timely manner.
Article 13: Applicable law/dispute resolution
- Exclusively Dutch law applies to agreements with Dun Yong, unless parties have agreed otherwise in writing.
- The court that is competent in the location of Dun Yong has jurisdiction over disputes. Nevertheless, Dun Yong has the right to sue the other party before the competent court of the residence or place of business of the counterparty.
Article 14: Closing provisions
- If one or more provisions of the agreement concluded between the parties, including the provisions of these general terms and conditions, are void or become unenforceable, that agreement will remain in force for the remainder. The parties will consult on the provisions which are void or unenforceable in order to establish a replacement provision that approaches the purpose and scope of the null or voidable provision as much as possible.
These general terms and conditions are also deposited with and can be requested from the Chamber of Commerce (Kamer van Koophandel).