Terms and Conditions
Below we mention the General Terms and Conditions of Sale and Delivery of BINsystem B.V., established at Olijkeweg 22, 3764 CZ in Soest (The Netherlands) and registered with the Chamber of Commerce under number 73661325. The General Terms and Conditions of Sale and Delivery of BINsystem, hereinafter referred to as BINsystem, are effective as of 1 February 2019 by filing with the Chamber of Commerce under registration number 73661325.
Despite the constant care and attention BINsystem pays to the composition of this website, it is still possible that certain information is incomplete or incorrect.
Article 1. Applicability
1.1 These General Terms and Conditions of Sale and Delivery apply to and are inextricably bound up with all offers made by BINsystem and to all purchase and sales agreements concluded by BINsystem under any title whatsoever, including agreements for the supply of products and services by BINsystem to purchasers. Where in these General Terms and Conditions of Sale and Delivery reference is made to ‘purchaser(s)’, this shall be understood to mean any natural or legal person who is in a contractual relationship with BINsystem under an agreement concluded with BINsystem, as well as any natural or legal person who wishes to enter into a purchase or other type of agreement with BINsystem.
1.2 The provisions of these General Terms and Conditions of Sale and Delivery may be deviated from only to the extent expressly agreed in writing. The General Terms and Conditions of Sale and Delivery of the supplier or the buyer are expressly rejected.
1.3 The Dutch text of this agreement prevails over the English translation thereof.
Article 2. Offers and conclusion of agreement
2.1 All offers and quotations of BINsystem shall be free of obligation for both parties and as long as stocks last. Offers made by BINsystem may include: designs, drawings, models, descriptions, samples, illustrations, measurements, etc., as well as any documents accompanying the offers. This and tools made by BINsystem in this connection shall remain the property of BINsystem and must be returned at its request and may not be copied or given to third parties. BINsystem reserves all intellectual and industrial property rights which may exist in respect of the delivered goods to the purchaser.
2.2 Offers shall be valid until two weeks after the offer date. If an offer results in an order, the prices and amounts stated in the offer shall remain valid for a maximum of 3 months after the order date, unless otherwise agreed between the parties.
2.3 The other party may only rely on promises made by employees of BINsystem or third parties engaged by them if these have been confirmed in writing by authorized representatives of BINsystem.
2.4 If an offer contains a non-binding offer and this is accepted, BINsystem has the right to revoke the offer in writing within 5 working days after receipt of the acceptance. The Buyer also has the right to make inaccuracies and/or additions to the order confirmation within 5 working days after receipt of the order confirmation. Thereafter the order is irrevocable.
An agreement with BINsystem shall only be concluded when an order given to BINsystem is accepted in writing. An agreement can be dissolved by BINsystem when the buyer applies for suspension of payment or is declared bankrupt.
2.5 Only that which has been agreed between the parties in writing shall determine the performance of the agreement, which shall also apply – mutatis mutandis – to any subsequently agreed adjustments or additions to the concluded agreement. These adjustments or additions will be offered to the buyer at the price prevailing at that time.
Article 3. Prices
3.1 The prices provided by BINsystem shall, unless expressly agreed otherwise in writing, be in euros and exclusive of turnover tax. The prices are exclusive of the costs of packaging and transport, unless otherwise agreed.
3.2 The prices are based on the cost factors applicable at the time of the conclusion of the agreement, such as exchange rates, manufacturer’s prices, prices of raw materials and materials, transport and labour costs, taxes, import duties or government levies. BINsystem reserves the right to charge the Buyer for any increases in one or more of the cost factors after the date of conclusion of the contract but before delivery. Any unperformed contract shall be executed at the changed prices, without prejudice to the right of the purchaser to rescind in writing any orders not yet executed at the time of the changes referred to in this clause, within 8 days from the date of notification of the price change to the other party.
3.3 Unless expressly agreed otherwise in writing, the price relates to the delivery of products ex works/warehouse. Transport costs will be charged to the buyer separately, unless otherwise agreed.
Article 4. Security, delivery times and shipment
4.1 BINsystem shall be entitled to require the Buyer to provide security for the performance of its obligations, in particular also after the conclusion of the contract, failing which it may suspend the performance of its obligations and/or dissolve the contract without judicial intervention.
4.2 The delivery times stated by BINsystem shall serve as an indication and shall never be regarded as firm dates. Exceeding a delivery time can never lead to a right to any compensation for the buyer. The delivery times stated by BINsystem shall commence at the time at which the agreement is concluded, provided that all data which BINsystem requires for the execution of the order are in its possession. Delivery times shall be extended by the time during which the Buyer has failed to pay any amount due after it has become due and payable. BINsystem shall be entitled to execute an order in parts and to deliver products to the extent that they are ready, as well as to invoice the buyer immediately for products already delivered.
4.3 Unless expressly agreed otherwise in writing, the delivery of products shall take place ex works/warehouse. The manner of packaging and shipment shall be determined by BINsystem. Packaging shall, unless otherwise agreed in writing, not be taken back by BINsystem.
4.4 As soon as the products to be delivered have been loaded into the means of transport, the risk in respect of these products passes to the buyer.
4.5 The buyer is obliged to take delivery of the purchased goods within the agreed period of time.
Failing this, BINsystem shall be entitled – at its discretion – on the basis of the provisions of Section 6:60 of the Netherlands Civil Code, to demand that the competent court release BINsystem from this obligation to deliver the agreed goods, or to demand payment of the purchase price of the part not purchased without prior notice of default. If the buyer does not fulfil his payment obligations, BINsystem shall be entitled to declare the agreement dissolved without judicial intervention. If, in accordance with the above, the buyer fails to take delivery of the purchased goods within the agreed time and BINsystem demands payment of the purchase price, the goods shall be deemed to have been delivered and BINsystem shall store the goods at the expense and risk of the buyer against payment of all resulting costs. If no term for acceptance has been agreed, BINsystem shall be entitled to the measures referred to in this article if the goods have not been accepted by the buyer within 1 month after BINsystem’s invitation to do so.
Any return shipment to BINsystem shall always be carriage paid, stating the reasons: in observance of these terms and conditions BINsystem shall be entitled to refuse the return shipment and/or to return the goods at the expense of the buyer. If the buyer refuses to accept products in accordance with the agreement, the buyer shall remain obliged to pay the agreed price and the resulting costs or damage.
Article 5 Advertisement
5.1 With regard to data, dimensions, weights and colour fastness etc. provided by BINsystem in the quotations issued by BINsystem or what forms part thereof in accordance with Clause 2, the buyer shall take into account the usual tolerances and minor changes in constructions or parts insofar as these are necessary for proper execution. The products delivered by BINsystem may therefore deviate from the description in the order if and in so far as it concerns small differences in size, shape and colour etc. and minor changes in constructions or parts necessary for proper execution. For merchandise, the responsibility for the quality of the products lies with BINsystem’s supplier.
5.2 The Buyer has the obligation to check the delivered goods immediately upon delivery in order to determine whether they comply with the agreement. If on delivery of the goods it appears that they or their packaging is damaged, the Buyer is obliged, before taking delivery of the goods, to have the forwarder draw up a report of the damage, failing which BINsystem accepts no liability whatsoever. Such failure shall not affect the obligation to take delivery as set out in Article 4, paragraph 6.
5.3 If the buyer is of the opinion that the goods delivered by BINsystem do not correspond with what BINsystem has sold according to the order confirmation, he shall immediately inform BINsystem and give it the opportunity to inspect the goods delivered. Complaints of the buyer relating to an erroneous delivery or to defects in products – other than those referred to in paragraph 2 above – which are observable at the latest, must be notified by the buyer to BINsystem within 8 working days after delivery, or within 8 working days after the invoice date if the products could not be delivered to the buyer. This must be done in writing, with a clear and precise description of the complaints. Goods put into use or resold shall be deemed to have been approved and accepted by him.
5.4 If the products are exposed under extreme weather conditions such as frost, they may be damaged. These damages cannot be recovered from BINsystem.
5.5 Any right of action of the buyer against BINsystem with regard to defects in the delivered products shall lapse if: a. the defects have not been brought to BINsystem’s attention within the periods stated in paragraphs 2 and 3 and/or in the manner stated therein; b. the buyer does not or not sufficiently co-operate with BINsystem with regard to an investigation into the validity of the complaints; c. the buyer does not cooperate with BINsystem in the matter of the the buyer has used/maintained the products contrary to the regulations or at least not in a normal manner; d. the guarantee period stated in the individual agreement has expired, or if no such period has been stated, the complaints shall only be made after a period of more than one month has elapsed since the delivery period.
Article 6. Liability
6.1 Only if the warranty obligations in respect of the products delivered by BINsystem have not been assumed by third parties, such as manufacturers, may the buyer assert claims against BINsystem as referred to in the preceding clause, if the damage is directly and exclusively the result of fault on the part of BINsystem. The liability of BINsystem shall in that case be limited to defects resulting from manufacturing and material faults. BINsystem can in no way be held liable by the buyer for damage of any nature whatsoever and by whomsoever suffered, arising from or in connection with products delivered or made available by BINsystem, but manufactured by third parties, although BINsystem shall, if possible, provide the buyer with the necessary information to seek redress from that third party.
6.2 If liability as referred to in paragraph 1 exists for BINsystem, BINsystem shall only be obliged – at its discretion – to: a. repair defects (free of charge), or b. supply replacement products or parts after receipt of the defective products or parts or c. refund of the purchase price/credit of the invoice sent to the buyer, with dissolution without judicial intervention of the concluded agreement, d. compensation in a form other than that referred to herein, to be determined in consultation with the buyer. BINsystem’s total liability shall never exceed the invoice value of the products delivered in respect of which compensation is claimed. If the purchaser has carried out repairs and/or alterations to the products or had them carried out without BINsystem’s prior written consent, any guarantee obligation of BINsystem shall lapse.
6.3 BINsystem shall not be liable for the goods supplied by it, nor for any damage or costs which may arise to the goods of the buyer, customers or third parties, if such damage or costs are a result of: a. errors in a design prescribed by the buyer or in drawings, data or orders from the buyer; b. faulty materials/components made available to BINsystem by the buyer.
6.4 Except for any obligations of BINsystem under the foregoing, BINsystem shall never be obliged to pay any damages to the buyer and others, unless there is intent or gross negligence on the part of BINsystem. BINsystem shall also not be liable for any consequential or trading loss, direct or indirect loss howsoever called, including loss of profit and standstill damage, suffered by the buyer and by or by him employed or by third parties, caused by full or partial (re-)delivery of goods, delayed or faulty delivery or failure to deliver goods or by the goods themselves. The purchaser shall be obliged to indemnify BINsystem against all claims which third parties may assert against BINsystem in connection with the execution of the agreement, such as caused by infringement of industrial and intellectual property rights, by the use of drawings, data, models, parts or working methods which have been provided/prescribed to BINsystem by the purchaser for the execution of the order.
6.5 The liability of BINsystem with respect to goods given by the purchaser to it in management and/or use, shall be limited to a maximum of the amount paid out by BINsystem’s insurance in respect of these goods, in case of the relevant liability.
Article 7. Retention of title
7.1 The products delivered by BINsystem shall remain the full property of BINsystem until full payment of the invoice and have been delivered under the suspensive condition of full payment of the invoice by the buyer.
7.2 Prior to the time of payment referred to in this article, the buyer shall not be entitled to pledge the goods, or to dispose of or encumber the goods in any manner whatsoever, but the buyer shall be entitled to use the goods within the framework of its normal business operations. If as a result of treatment or processing of the products delivered by BIN System, the purchaser has lost BINsystem’s ownership of the goods delivered by BINsystem, the purchaser shall immediately be obliged to establish a non-possessory pledge on the goods created by treatment or processing for the benefit of BINsystem. The buyer shall be permitted to sell the goods to third parties, but only within the scope of his normal business operations. In that case the buyer shall be obliged to immediately transfer the monies obtained to BINsystem or, if the goods have not been sold against cash payment, to immediately transfer the claims obtained to BINsystem.
7.3 If the buyer is in default with respect to its payment obligations to BINsystem, BINsystem shall be entitled to recover the goods belonging to it at the expense of the other party. The buyer hereby irrevocably authorizes BINsystem to enter (or cause BINsystem to enter) the premises used by or for the buyer.
7.4 If the Buyer fails to fulfil its payment and/or other obligations towards BINsystem and is declared bankrupt, has applied for suspension of payment, goes into liquidation or its goods are seized, the Buyer must immediately inform BINsystem and inform the seizing party, the administrator or the trustee of BINsystem’s retention of title. At the same time
BINsystem shall at all times, without prior notice of default, be entitled to remove the goods delivered by it (or have them removed) from the place where they are located, without judicial intervention, at the expense and risk of the buyer, without prejudice to the right of dissolution and/or compensation for damages.
Article 8. Payment
8.1 Payment shall be made in invoiced currency, without deduction of any discount, in cash or by transfer to a bank account designated by BINsystem, in both cases immediately after delivery of the goods concerned, or at the latest within 14 days after the invoice date; all this unless expressly agreed otherwise in writing. The Buyer shall not be entitled to deduct any amount from the purchase price on account of a counterclaim submitted by it. In the case of payment by bank or giro, the day of crediting BIN System’s bank account shall be considered the day of payment. All payments made by the buyer to BIN System shall be deducted from the oldest outstanding invoice to the buyer, regardless of any other indication by the buyer.
8.2 The term of payment referred to in this article shall be deemed to be a “fatal term”, so that, if the buyer fails to pay within the term of payment set out in the above-mentioned article, he shall be deemed to be in default by operation of law by a mere exceeding of the agreed term, without any notice of default being required. In that case BINsystem shall be entitled to suspend the fulfilment of all obligations of BINsystem towards the buyer. BINsystem shall at all times be entitled to take possession of the goods which are in the possession of the buyer (or third parties), but which belong to BINsystem, as soon as BINsystem can reasonably assume that there is a realistic chance that the buyer will not fulfil his obligations. The foregoing shall not affect BINsystem’s right to claim damages from the buyer after taking possession of the goods.
8.3 If the buyer is in default of timely payment, he shall forfeit to BINsystem, without further notice from BINsystem being required, from the due date until the day of full payment, interest of 1.5% per month, or the statutory interest if this should exceed 1.5% per month, whereby part of a month shall be counted as a full month, which interest shall be immediately due and payable without further notice of default. Furthermore, the buyer shall be obliged to pay the extrajudicial costs connected with the collection of BINsystem’s claims; these costs have been determined by law.
8.4 Payments shall first be applied to the costs referred to in 8.3, then to the interest due and finally to the principal sum and the accrued interest.
Article 9. Force majeure, applicable law and dispute resolution
9.1 Force majeure is understood to mean any circumstance beyond the control of BINsystem of such a nature that compliance with the agreement cannot reasonably be required (non-attributable shortcoming), including lack of raw materials or personnel, business or transport disruption of any kind, epidemics, war, obstructions by measures, laws or decrees of international, national or regional (government) agencies. If BINsystem is unable to fulfil the agreement in time due to force majeure, BINsystem shall have the following remedies
BINsystem the right to execute the agreement on a later date or to consider the agreement as dissolved. In case of force majeure the buyer shall not be entitled to claim damages from BINsystem.
9.2 The offers made, and agreements entered into by BINsystem shall be governed exclusively by Dutch law. Applicability of the Vienna Convention on Contracts for the International Sale of Goods is expressly excluded. All disputes, of whatever nature, relating to or arising from agreements entered into by BINsystem and deliveries made by BINsystem, shall be exclusively adjudicated by the Dutch court in BINsystem’s place of business, or the competent court according to the law, at BINsystem’s discretion.