ARTICLE 1 DEFINITIONS
In these conditions apply:
1. PHYSICAL DISTRIBUTION: All activities such as transport, shipping, unloading, stocking, storage, delivery, loading, inventory management, assembly, order processing, order picking, preparing for shipment, invoicing, information exchange and management relating to business, and must cover if agreed between the principal and the physical distributor.
2. FULFILMENT AGREEMENT: The agreement whereby the physical distributor agrees with the client undertakes to carry out physical distribution.
3. PHYSICAL DISTRIBUTOR: A service provider who has entered into a Physical Distribution agreement with the client and accordingly has undertaken to carry out physical distribution.
4. DISTRIBUTION CONDITIONS: The present Physical Distribution Conditions.
5. TRANSPORT ROUTE: That part in the implementation of the physical distribution agreement whereby the goods entrusted to the physical distributor on board a means of transport in order to be transported. The route does not include loading and unloading of the transport.
6. FORCE MAJEURE: Circumstances which could not be avoided by a careful physical distributor and of which he was unable to prevent the consequences. Force majeure is always means fire and explosion, and the effects thereof.
7. BUSINESS: the respect to the implementation of this Agreement to the Physical Distributor goods made available by the Client.
8. RECEIVING: the moment when the goods by the physical distributor physically taken charge of the implementation of the agreed activities.
9. DELIVERY: when the business after implementation of the agreed work by the physical distributor are made available to the client c.q. holder.
10. EXPEDITION: the benefit of the client with a carrier closing or more contracts of carriage, or the benefit of the client making a stipulation in such transportation agreement (s).
11. STOCK DIFFERENCE: One should not be inexplicable discrepancy between the physical stock and the stock which according to stock records of the physical distributor and the principal.
12 DAYS: All calendar days, excluding Saturdays, Sundays, and in the Netherlands generally recognized Christian and national holidays.
13. HELPERS: All those who make the physical distributor with the fulfillment of the contract (such as subcontractors, agents, and other auxiliaries)
ARTICLE 2 SCOPE
1. Distribution Conditions govern all the physical distributor the offers, contracts and the implementation of the foregoing legal and factual acts performed, the foregoing to the extent not in conflict with mandatory law.
2. Deviations from these conditions are only valid if expressly agreed and insofar as the parties.
3. Unless otherwise agreed, the applicability of excluded conditions used by the client.
4. If the principal and physical distributor has agreed to exchange data electronically to them in addition to these terms and conditions also apply the deposited Conditions of the Transport Address Foundation at the Registry of the District Courts of Amsterdam and Rotterdam for Electronic Data Interchange, namely the at the conclusion of the fulfillment contract registered version.
5. In addition to the treaties, laws and legal regulations applicable to the various modes of transport, shall apply subject to the foregoing, the following provisions in respect of the specified types of transport:
- National transport by road: the General Transport Conditions 1983, filed with the Clerk of the District Courts in Amsterdam and Rotterdam, at least at the conclusion of the fulfillment agreement filed version of these conditions.
- Rail transport: the provisions of the transport document;
- The inland waterways: the Chartering 1991, filed at the Offices of the District Courts in Amsterdam and Rotterdam, at least the registered version of these conditions at the conclusion of the contract fulfillment.
- Transport by air: the standard IATA Transport Conditions, as indicated on the back of the standard IATA air waybill as well as the conditions referred to in the rear;
- Combined transport: for each part of the carriage on the part applicable legal rules and the arts. 8:40 t / m 8:52 BW. If and insofar as aforementioned treaties, laws and responsibilities allow unregulated legal regulations and conditions will apply to the present Distribution Conditions.
6. In the event the physical distributor undertakes to forward applicable, the Dutch Forwarding Conditions of January 4, 1999 as filed with the District Courts of Amsterdam, Arnhem, Breda and Rotterdam, at least the time of the conclusion of the fulfillment contract registered version these conditions.
FISCAL AND CUSTOMS SERVICES
7. In the event the physical distributor undertakes to fiscal representation for the client and / or to arrange for customs formalities (including formalities regarding storage in customs warehouses) are applicable to the Dutch Forwarding Conditions as mentioned above in art. 2 paragraph 6.
8. All the above conditions will be sent free of charge upon first request in this article.
ARTICLE 3 EMPLOYEES AND HELP PEOPLE
1. The physical distributor is entitled to use in the implementation of the agreement of auxiliaries. For acts and omissions of these helpers, carried out during the execution of the work for which they are used by the physical distributor, is the physical distributor in the same way as for his own subordinates.
2. If the aforementioned employees or independent contractors are held liable outside the agreement concerning the work for which they were used by physical distributor, is stipulated on their behalf that they all provisions contained in the present conditions can rely on the exclusion or limitation of liability.
3. Any legal action regarding liability, on what grounds it is based, can only be made by the principal within the limits of the agreement concluded by the physical distributor.
ARTICLE 4 OBLIGATIONS OF THE PHYSICAL DISTRIBUTOR
The physical distributor is obliged:
1. agreed goods at the agreed place, time and manner, to accept accompanied by a transport document and other documents provided by the client.
2. To take care of the entry and exit from the business.
3. Storage and work on doing business in areas explicitly agreed upon.
4. For all cases, even directly from the taking Physical distribution resulting, necessary measures at the expense of the client and before doing so, if possible, to consult with the client.
5. To ensure the fulfillment of his contract liability arising at the request of the client.
6. providing Upon written request by the customer and for the benefit of both parties to the exclusion of recourse and stating the desired coverage to insure the goods and a copy of the policy or a copy of an insurance certificate to the client.
7. The client and by allowing persons designated to the spaces in which the cases are provided - it takes place in the presence of someone or on behalf of the physical distributor and this is requested in good time - this occurs in accordance with the house rules the physical distributor.
8. In consultation with the principal at a negotiable fee to perform additional work.
9. Before things which are visibly damaged, take, ask for instructions received by the client, or, if no such instructions can be obtained in time, to refuse acceptance of the damaged goods.
10. In order to implement the physical distribution agreement to make use of equipment which is suitable for the intended use.
11. The cases in the state in which he received them or in the agreed condition, deliver 12. Facing third parties to secrecy regarding the facts and information available to it on the basis of the fulfillment agreement known his.
ARTICLE 5 OBLIGATIONS OF THE PRINCIPAL
The client is obliged:
1. The physical distributor in good time with all the information and documents regarding the issues and their treatment, which he knows or should know that they are important to the physical distributor, unless he may assume that the physical distributor such data knows or ought to know. The client is responsible for the accuracy of the information provided by him.
2. agreed to postpone goods at the agreed place, time and manner, together with the agreed documents and / or documentation, and the other by or available to the physical distributor pursuant to the law on the part of the principal documents required.
3. In addition to the agreed price for the physical distribution to compensate for the additional costs for additional work and / or abnormal conditions created by the physical distributor.
4. Physical distributor or to preserve his subordinates on his first request, in case this get by third parties outside the agreement (t) (s) addressed regarding damage or financial loss, in any way related to the implementation of the fulfillment contract by the physical distributor himself, his subordinates and assistants including claims based on product liability.
5. In front of the by him to the physical distributor made available to business and material.
6. The addressee or consignee of the goods to oblige immediately visible damage by the time of delivery, not immediately visible damage as soon as possible, but no later than 7 days written after delivery notify the physical distributor, failing which (timely) relevant null and compensation from the client.
7. Upon termination of the contract to the physical distribution is still at the physical distributor standing business later than the last business day of the contract to receive, after payment of all amounts due or to become. For which will be due after termination of the Physical Distribution Agreement, the principal may suffice to provide sufficient security. If the client does not meet the requirement, as stated in this article, Article 17 AVC mutatis mutandis.
8. Against third parties to observe confidentiality with regard to the facts and data known to him on the basis of the physical distribution agreement.
ARTICLE 6 DURATION AND TERMINATION OF THE AGREEMENT
1. If the parties have not agreed otherwise, the contract for physical distribution for an indefinite period, with a notice period of three months.
2. If the customer culpably fails to fulfill his obligations as specified in Article 5, the physical distributor, notwithstanding his right to compensation for the damage suffered, the agreement to terminate Physical distribution, after the principal in writing a deadline of at least 14 days and has informed the client in the end it has not yet fulfilled its obligations. If, by setting such a period, the operation of its business would be unreasonably disrupted, the physical distributor may immediately proceed with termination.
3. Termination of the agreement by the physical distributor with immediate effect regardless of the agreed duration of the agreement at least possible with immediate effect should the client:
- His profession or company entirely or largely cease;
- Loses the free disposal of its assets or a part thereof;
- Loses its legal personality, is dissolved or liquidated;
- Is declared bankrupt;
- An agreement providing outside bankruptcy or if goods are seized of the principal;
4. If the physical distributor for a continuous period of 30 days culpably fails to fulfill its obligations and this failure justifies the dissolution of the agreement, the principal may without prejudice to his right to compensation for the damage to the goods the agreement Physical terminate distribution, within a week after the physical distributor in writing under a deadline by invoking this article and the physical distributor at the end of it still has not fulfilled its obligations. If the length of the deadline for compliance is not explicitly mentioned in the fulfillment agreement which is subject to a period of thirty calendar days.
5. Any denunciation c.q. written notification must be sent by registered post with acknowledgment of receipt.
6. Where following the end of the agreement the distributor still Physical property referred to in Art. 1 paragraph 7, remain in its possession concerning those cases the provisions of the agreement in force until these matters in the agreed manner brought from the power of the physical distributor.
ARTICLE 7 LIABILITY OF THE PHYSICAL DISTRIBUTOR
1. TRANSPORT ROUTE: The physical distributor accepts liability as carrier for damage to or loss of goods in his charge, occur during transport routes, even if he outsources the transport to others. The above applies unless the physical distributor in advance and explicitly expressed that he does not respect the transport pathways as a carrier, but acting as forwarding agent, in which case his liability is governed by the Dutch Forwarding Conditions.
2. DAMAGE TO GOODS FROM CAUSES OTHER THAN DURING TRANSPORT The physical distributor is liable for damage to or loss of goods in his care from their acceptance to delivery unless force majeure as referred to in art. 1 paragraph 6 evidence, and subject to the following restrictions and limitations, unless the parties have agreed otherwise.
3. CONSEQUENTIAL Physical distributor is only liable for damage to or loss of his charge and therefore not for immaterial damages, lost profits, consequential loss, howsoever caused, including by delay also includes damages and damages caused by the opinions of Physical distributor.
4. STORAGE IN THE OPEN AIR The physical distributor is not liable for damage to goods, where such damage is the result of the special risks associated with storage, on behalf of the client, in the open air.
5. LIABILITY LIMIT Physical distributor, except for intent or gross negligence of himself, in no event more extensive liability than an amount of Euro 3.50 per kilogram damaged or lost weight, with a maximum of EUR 75,000 per event or series of events the same cause.
6. STOCK DIFFERENCES Any stock must be apparent from the stocktaking, which at least once each calendar year, after it, or at the time the agreement ends, should take place. Any shortage and any surpluses are balanced against each other. In the event of inventory differences can only be question of any liability of the physical distributor for this if the defects (defects) surpass any excess with a number of pieces, kilograms or liters, which is greater than one percent of the number on an annual basis on which matters subject of the physical distribution agreement. Needless to explicitly agreed that these conditions also govern the liability of the physical distributor because inventory levels, as set including the liability limits in art. 7 paragraph 5.
ARTICLE 8 LIABILITY OF THE CLIENT
1. The client is liable for all damage caused by or in connection with the matters entrusted to the physical distributor, i.e. the nature or packaging thereof, in particular damage caused by the realization of the danger posed by hazardous substances.
2. The client is liable for damage caused by persons who admitted the physical distributor on the part of the client in his field.
3. The customer is also liable for all costs, damages, interest, fines, penalties and forfeitures, including damages for non- or late clearance of customs documents, which directly or indirectly result from the fact that the cases before the offer for Physical distribution were not accompanied by the required documents or incorrect, or arising from or that are in any way connected to a circumstance for which the physical distributor is not liable.
ARTICLE 9 PRESCRIPTION
1. Any claim against the physical distributor, including claims arising from COD, barred by the mere lapse of twelve months, and expire after a period of eighteen months.
2. Time, respectively. decay, running from the day following that on which the goods were delivered or should have been delivered, or following the date on which the claim arose from the day in the absence thereof. In any case the limitation i.e. the decline with effect from the day following that on which the agreement between the parties was terminated.
ARTICLE 10 PAYMENT TERMS
1. All amounts, for whatever reason, are due by the principal to the physical distributor, will be paid, subject to the agreed time or, in the absence of an agreed period within fourteen days after the invoice date.
2. If the client any amount not paid within the agreed time or, in the absence of a agreed period within fourteen days after the invoice date, he is obliged to pay legal interest from the date on which these payments should have been made to the date of full payment.
3. The physical distributor is entitled to charge all inevitable extra-judicial and judicial costs for incasso from the amount referred to in paragraph 1 to the client. The extrajudicial costs shall be due from the moment the client is in default and the claim has been referred for collection.
4. The principal relinquishes all rights to settlement of claims for payment of compensation arising from the Physical Distribution Agreement, the other reasons relating to the physical distribution or of other on costs burdening the goods against claims on other grounds as well the principal also relinquishes any right to suspend its payment.
5. All amounts referred to in paragraph 1 of this Article shall be immediately due and subject to settlement in the cases mentioned in Article 6 paragraphs 2 and 3.
ARTICLE 11 SECURITY
1. The physical distributor has against any person who demands delivery of a lien on funds, goods and documents in his possession relating to the physical distribution below it.
2. Against the principal or the consignee the physical distributor may lien still exercise for what it is or will be by the client or recipient for whatever reason. He may also exercise this right for the press by way of cash on the business.
3. The physical distributor may lien granted in paragraph 2 shall also exercise for what him deopdrachtgever is payable in connection with previous contracts of physical distribution.
4. Physical distributor the right of retention may also exercise for him in connection with a COD fee, which he needs to accept security.
5. If the settlement dispute arises over the amount or the determination thereof is a non soon perform computation required, the part about which parties he is due that, they are required to agree to promptly meet and to pay the disputed portion or the portion, the amount of which is not known to provide security.
6. In all cases, documents and monies which the physical distributor for whatever reason and for whatever purpose then ookonder or will obtain, is considered to be a pledge as referred to in art. 3: 236 Dutch Civil Code for all claims which he has against the customer or the owner or will get.
7. The sale of any collateral is done in the manner or, if so agreed -onderhands by law.
8. The right to sale as referred to in the preceding paragraph means the part of his own standing to sell goods at cost Vande client under Articles 3: 249 et seq and out of the proceeds to pay all amounts owed by the client, all this if the client fails to pay the amounts owed by him to the physical distributor or the client to fear given the physical distributor has good reason, to be in breach of these obligations.
9. Physical distributor pawn can request replaced by an exclusively elect either another equivalent security.
10. At the first request of the physical distributor the principal will provide security for freight, duties, taxes, fees, premiums and other costs to make the physical distributor or requested on behalf of the client. All consequences of failure (in time) to meet an obligation to provide security shall be borne by the client.
ARTICLE 12 JURISDICTION
1. All contracts to which these Physical Distribution Conditions apply, will be subject aanNederlands law.
2. All out of or in connection with the contract disputes arising, regardless of the general conditions shall be settled by diegeschillen appropriate by the competent court of the place where the physical Distibuteur has its registered office or the competent court in Roermond if this establishment outside situated Netherlands.
ARTICLE 13 RECOMMENDED OFFICIAL TITLE
These conditions may be cited as the "Conditions Fulfilment 2011" and are registered with the Chamber of Commerce Limburg. In case of difference between the Dutch text and those made in any other language, the Dutch text will prevail.