General Terms and Conditions
These are the terms and conditions of sale of IB-Solutions B.V., IB-Trade B.V. and IB-Lease B.V.; using the handle name of IB Food-Machines (referred to as “IB Food-Machines). IB Food-Machines full contact information is as follows:
Hoornse Hop 6
8321 WX Urk
The definitions in this clause apply to these terms and conditions;
(a) Conditions: these terms and conditions of sale;
(b) Customer: the person or company who purchase’s the Equipment from IB Food-Machines;
(c) Equipment: any equipment or machine agreed in the Contract to be supplied to the Customer by IB Food-Machines;
(d) Contract: any contract between IB Food-Machines and the Customer for the sale of Equipment, including invoices, acceptance of an offer or sales agreement;
(e) Delivery Site: the place of business defined by the Customer in writing, where the delivery of the Equipment is to take place under paragraph 6;
(f) Payment Terms: subject to paragraph 5, the payment terms set out in the Contract.
2. APPLICATION OF TERM
2.1 These conditions apply to all order placed by a Customer via its website(s), via email, or otherwise. By placing your, you agree to the applicability of these Conditions. Subject to any variation pursuant to paragraph 2.3, any Contract shall be on these Conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, or any other document).
2.2 No terms and conditions delivered with or contained in the Customer’s purchase order, order confirmation, specification or other communication shall form part of this Contract as a result of such document being referred to in the Contract.
2.3 These Conditions apply to all IB Food-Machines sales and any variation to these terms and conditions and any representations about the Equipment shall have no effect unless expressly agreed in writing by a Director of IB Food-Machines. The Customer acknowledges that it has not relied on any statement, representation or promise made or given by IB Food-Machines that is not set out in the Contract. Nothing in this paragraph shall exclude or limit IB Food-Machines liability for fraudulent misrepresentation.
2.4 Each acceptance of offer or sales agreement for Equipment by the Customer shall be deemed to be an offer to buy the Equipment, subject to these Conditions.
2.5 Any offer or sales agreement given is valid for 14 days only from date of issue, provided that it is not previously withdrawn.
3.1 The description of the Equipment shall be set out in IB Food-Machines offer or sales agreement.
3.2 All samples, drawings, descriptive matter, specifications, website content, published material or brochures are for the sole purpose of giving an approximate idea of the Equipment described in them. They shall not form any part of the contract or constitute a sale by sample.
4.1 The price for the Equipment shall be the price set out in IB Food-Machines offer or sales agreement or invoice.
4.2 The price for the Equipment shall be exclusive of any value added tax and all costs in relation to packaging, loading, unloading, transportation, insurance or installation, unless otherwise stated in writing.
5.1 The price agreed is payable under the payment terms of 14 days, unless otherwise agreed in writing.
5.2 Time for payment shall be of the essence.
5.3 No payment shall be deemed to have been received until IB Food-Machines has received all cleared funds.
5.4 All payments payable to IB Food-Machines under a Contract shall become due immediately on termination of any part of the Contract, despite any other provision.
5.5 The Customer shall make all payments due under a Contract in full without any deduction whether by way of set-off, counterclaim, discount, or otherwise unless agreed in writing.
5.6 If the Customer fails to pay IB Food-Machines any sum in agreement to the Contract, the Customer shall be liable to pay interest to IB Food-Machines on the open sum, from the due date, at the monthly rate of 1%, accruing on a daily basis until the payment is made in full.
5.7 In the event of a payment default that is not cured within 90 days, IB Food-Machines will take actions to recover the Equipment from the Customer. In which case, all sums payed to IB Food-Machines by the Customer under the Contract will be considered payment for hire of the Equipment and as such, non-refundable. In addition, the Customer will be liable for all costs for recovery.
5.8 IB Food-Machines may chose, at its sole discretion, to proceed by appropriate court action to recover any payment default.
6.1 IB Food-Machines shall deliver all Equipment to a carrier for transport to Customer’s Delivery Site, with all costs of transport and packaging borne by the Customer, as per the agreed Incoterms, unless otherwise agreed in writing.
6.2 IB Food-Machines shall ensure that the Equipment is packaged appropriately and all cartons or pallets are marked with a reference number.
6.3 Delivery of the Equipment in an undamaged condition to the Customer’s Delivery Site shall constitute full “Delivery” to the Customer.
6.4 Any delivery dates specified by IB Food-Machines are intended to be an estimate and time for delivery shall not be made an essence of the Contract. If no dates are specified, delivery shall be within a reasonable time.
6.5 Subject to the other provisions of these terms and conditions IB Food-Machines shall not be liable for any direct, indirect or consequential loss, costs or damages or expenses caused directly or indirectly by any delay in the delivery of the Equipment (even if caused by IB Food-Machines negligence), nor shall any delay entitle the Customer to terminate or rescind the Contract, unless such delay exceeds 90 days.
6.6 IB Food-Machines shall not be liable for any non-delivery of the Equipment (even if caused by IB Food-Machines negligence).
7.1 IB Food-Machines sells new and used Equipment.
7.2 All used Equipment is purchased by the Customer “as is” and “with all faults”, and IB Food-Machines makes no representation or warranty, express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose. Any affirmation of fact or promises made by IB Food-Machines shall not be deemed to create an express warranty that the Equipment shall conform to such affirmation or promise.
7.3 If a model or sample was shown to the Customer, such a model or sample was used merely to illustrate the general type and quality of the Equipment and not to represent that the Equipment would conform to such a model or sample.
8.1 The Customer has inspected the Equipment or hereby acknowledges that IB Food-Machines invited and
urged the Customer to inspect the Equipment and the Customer declined to examine the same.
8.2 IB Food-Machines shall not be responsible for the consequences of Customer’s failure to inspect the Equipment or for any inaccuracies, insufficiencies, or omissions in such samples, drawings, descriptive matter, specifications, website content, published material or brochures.
9.1 Should the Customer wish to arrange carriage of the Equipment after purchase, IB Food-Machines shall require confirmation that the Customer has satisfactory insurance coverage to move, load, transport or otherwise handle the Equipment at IB Food-Machines premises.
9.2 During transportation insurance will be arranged as per the agreed Incoterms.
10. RISK AND TITLE
10.1 The Equipment is at the risk of the Customer from the time of Delivery.
10.2 Ownership of the Equipment shall not pass to the Customer until IB Food-Machines has received in full (in cash or cleared funds) all sums due to it in respect of:
(a) the Equipment, and;
(b) all other sums which are or become due to IB Food-Machines from the Customer on any account.
10.3 Until ownership of the Equipment has passed to the Customer, the Customer shall:
(a) hold the Equipment on a fiduciary basis as IB Food-Machines bailee;
(b) store the Equipment (at no cost to IB Food-Machines) in such a way that they remain readily identifiable as IB Food-Machines property;
(c) not destroy, deface or obscure any identifying marks or packaging on or relating to the Equipment;
(d) maintain the Equipment in a satisfactory condition and keep them insured on IB Food-Machines behalf against all reasonable risks.
10.4 The Customer may not resell the Equipment before ownership has passed to it solely, unless otherwise agreed in writing.
10.5 The Customer’s right to possession of the Equipment shall terminate immediately if the Customer has a bankruptcy order made against it or makes an arrangement with its creditors, or otherwise takes the any statutory provision for the relief of insolvent debtors, or enters into liquidation (whether formal or informal).
10.6 IB Food-Machines shall be entitled to recover payment for the Equipment notwithstanding that ownership has not passed to the Customer.
10.7 The Customer grants IB Food-Machines (employees or agents) a license to enter the Customer’s premises in order to inspect the Equipment or, where the Customer’s rights to possession has terminated, remove them.
11.1 The Customer will install the Equipment and be responsible for the safety, electrical requirements and training of Customer’s employees in the use of the Equipment, unless otherwise agreed in writing.
11.2 The Customer shall be responsible for all costs associated with the installation of the Equipment.
12.1 The Customer will have the right to inspect the Equipment upon receipt. The Customer must give notice to IB Food-Machines within 2 business days after delivery, of any claim for damages on account of condition or quality, and the Customer must specify the basis of the claim in detail. Failure of the Customer to comply will constitute irrevocable acceptance of the Equipment by the Customer.
13.1 The Customer is responsible for training and the correct and safe operation of the Equipment by its employees or agents. The Customer acknowledges that the Equipment sold herein may be dangerous if used improperly. IB Food-Machines will not be responsible for any loss or injury resulting from subsequent use of the Equipment.
14. LIMITATION OF LIABILITY
14.1 IB Food-Machines shall not be liable to the Customer for loss of revenue and/or profit and/or loss of business, whether direct or indirect or any claim for consequential compensation whatsoever, which arise out of or in connection with the Contract.
14.2 In any event, IB Food-Machines liability will be limited to the price the Customer paid to IB Food-Machines for Equipment purchased.
15. FORCE MAJEURE
15.1 IB Food-Machines reserves the right to defer delivery date or to cancel the Contract and shall not be liable to for failure to perform any obligations set out under the Contract, if prevented from doing so due to Force Majeure.
16.1 Each right or remedy of IB Food-Machines under the Contract is without prejudice to any other right or remedy of IB Food-Machines whether under the Contract or not.
16.2 The Contract shall be governed by the laws of The Netherlands. Any disputes brought against IB Food-Machines or the Customer will be settled under the jurisdiction of The Netherlands.
16.3 Any amendments to these terms and conditions or the Contract must be agreed in writing.