General delivery and payment conditions of:
DELCAMPOIMPEX S.L.
C / El Cano 31, Urb Amberes 29793
Torrox Costa (Malaga), Spain
N.I.F. B93723617
ARTICLE 1: APPLICABILITY
1. These conditions apply to all offers and agreements of DELCAMPOIMPEX.
2. Other conditions are only part of the agreement concluded between the parties if and insofar as both parties have expressly agreed in writing.
3. The term ‘in writing’ in these general terms and conditions should also be understood to mean: by fax or by e-mail or any other manner of communication that is equivalent to this or any other that can be compared to these communications.
4. The possible inapplicability of a (part of a) provision of these general terms and conditions does not affect the applicability of the other provisions.
ARTICLE 2: AGREEMENTS
1. Agreements can be concluded verbally with observance of the provisions listed below
2. DELCAMPOIMPEX is only bound after it actually executes an order placed by the other party or an offer accepted by the other party and / or if it confirms the order or the accepted offer in writing.
3. Additions or changes to the agreement after conclusion are only binding after written confirmation by DELCAMPOIMPEX.
4. In the event that DELCAMPOIMPEX confirms the conclusion of the agreement in writing to the other party and the other party has not notified DELCAMPOIMPEX of its objections within two days after sending this confirmation, the written confirmation will be deemed to represent the agreement correctly and completely.
ARTICLE 3: ACTIVATION OF THIRD PARTIES
DELCAMPOIMPEX is authorized to engage third parties to implement what has been agreed.
ARTICLE 4: OFFERS
1. All offers, quotations, price lists, delivery times, etc. of DELCAMPOIMPEX are without obligation, unless they contain a term for acceptance. If a quotation or offer contains a non-binding offer and this is accepted by the other party, DELCAMPOIMPEX has the right to withdraw the offer within 2 working days after receipt of the acceptance.
2. Pictures, examples and descriptions or other information provided by DELCAMPOIMPEX are only indicative and do not bind our company.
ARTICLE 5: INTERMEDIATE PRICE INCREASES
Intermediate price increases of the business as a result of currency fluctuations, increases in transport costs, duties and taxes of government services, increases in wages or other unexpected costs that parties at the conclusion of the agreement could not reasonably take into account, even after the agreement has already been established by DELCAMPOIMPEX will be charged on to the other party.
ARTICLE 6: DELIVERY
1. Goods are delivered directly from the nursery or from the site of the supplier (s). Delivery takes place the moment the goods leave the nursery or the premises of the supplier (s), at that time the risk passes on to the other party.
2. The transport of the ordered goods takes place in a manner to be determined by DELCAMPOIMPEX, at the risk of the other party, unless however the parties have expressly agreed otherwise in writing. All transport costs, both direct and indirect, from the place of delivery, including any customs duties, special levies and / or other additional costs (such as costs of the plant protection service, fines, costs of quarantining the goods) are the other party’s responsibility
3. DELCAMPOIMPEX is not liable for damage (including destruction), of whatever nature and form, that is related to the transport, whether or not suffered from goods.
4. The other party guarantees good accessibility of the place of destination.
5. When delivered in phases, each phase is considered a separate transaction to be invoiced.
6. DELCAMPOIMPEX is entitled – in respect of the fulfillment of the financial obligations of the other party – to require advance payment or security from the other party, before delivering.
7. The other party cannot claim compensation or default on the basis of rejection if delivered products have been approved for import or export both within and outside the EU by the Dutch Plant Disease and Health Service.
ARTICLE 7: COMPLAINTS
1. The other party is obliged to check the goods immediately upon receipt. If the other party detects visible errors, imperfections and / or defects, this must be immediately notified to DELCAMPOIMPEX or noted on the consignment note or accompanying note and then immediately notified to DELCAMPOIMPEX. In all cases, the other party must notify DELCAMPOIMPEX by telephone within 24 hours of receipt of the goods if possible, but in any case always by e-mail.
2. If the above-mentioned advertising has not been made known to DELCAMPOIMPEX within the terms referred to there, the goods will be deemed to have been received in good condition.
3. Complaints do not suspend the other party’s payment obligation.
4. DELCAMPOIMPEX is always allowed to investigate the complaint.
5. In all cases, returns are made in a manner to be determined by DELCAMPOIMPEX and to a destination to be determined by DELCAMPOIMPEX. Return shipments are at the expense and risk of the other party, unless DELCAMPOIMPEX declares the complaint well-founded, then DELCAMPOIMPEX will bear the costs of return shipments.
6. No right of complaint applies to damage caused after delivery.
ARTICLE 8: WARRANTY / LIABILITY
1. DELCAMPOIMPEX performs its task as may be expected from a company in its sector. The matters involved in the agreement comply with quality standards and government standards applicable in its industry and are checked with the greatest care and prepared for dispatch. The goods are delivered in the state they are in when the agreement is concluded.
2. DELCAMPOIMPEX does not accept any liability, for whatever reason, for damage, including death, personal injury, consequential damage, trading loss, loss of profit and / or stagnation damage, resulting from acts or omissions of itself, its personnel or third parties engaged by it, except in so far as there is intent and / or deliberate recklessness on the part of its management and / or its managerial staff, or if statutory provisions of mandatory law dictate otherwise.
3. The other party indemnifies DELCAMPOIMPEX as well as its suppliers and vouches for DELCAMPOIMPEX as well as its suppliers, in case of actions by third parties on the basis of tort or product liability.
4. Without prejudice to the provisions of paragraphs 1 to 3 of this article, the liability of DELCAMPOIMPEX and its suppliers – for whatever reason – is limited to the amount of the base price of the goods concerned in the agreement. Fulfillment of this guarantee is the only and full compensation.
5. Without prejudice to the provisions of the previous paragraph of this article, DELCAMPOIMPEX is never obliged to pay compensation that exceeds the insured amount.
6. Goods supplied by DELCAMPOIMPEX – supplied from third parties – are provided with a guarantee, that guarantee will apply equally between the parties.
7. In all cases, the period within which DELCAMPOIMPEX can be held liable for compensation for damage is limited to 6 months.
ARTICLE 9: PAYMENT
1. Payment must be made within 10 days of the invoice date in a manner indicated by DELCAMPOIMPEX.
2. Any costs of (international) transfers are always at the expense of the other party and may never be deducted from the invoice amount by the other party.
3. If an invoice has not been paid in full after the period referred to in paragraph 1 has expired:
A. the other party will owe DELCAMPOIMPEX default interest of 1% per month to be calculated cumulatively on the principal sum. Parts of a month are considered full months in these;
B. the other party, after being instructed to do so by DELCAMPOIMPEX, will owe at least 10% of the sum of the principal sum and the default interest with regard to extrajudicial costs, with an absolute minimum of € 150.00;
4. If the other party has not fulfilled its payment obligations in time, DELCAMPOIMPEX is authorized to suspend the fulfillment of the delivery obligations entered into towards the other party until payment has been made or proper security has been provided for this. The same applies even before the moment of default or default if DELCAMPOIMPEX has a reasonable suspicion that there are reasons to doubt the other party’s credit worthiness.
5. The other party waives its right to set-off.
ARTICLE 10: RESERVATION OF PROPERTY
1. DELCAMPOIMPEX reserves the ownership of goods delivered and to be delivered until the other party has fulfilled its related payment obligations towards DELCAMPOIMPEX.
2. The goods subject to retention of title may only be resold by the other party in the context of its normal business operations.
3. In the event that DELCAMPOIMPEX invokes the retention of title, the agreement concluded in this respect will be deemed to have been dissolved, without prejudice to DELCAMPOIMPEX’s right to claim compensation for damage, loss of profit and interest.
4. The other party is obliged to immediately notify DELCAMPOIMPEX in writing of the fact that third parties assert rights in matters subject to a retention of title pursuant to this article.
ARTICLE 11: BANKRUPTCY
Without prejudice to the provisions of the other articles of these terms and conditions, the agreement concluded between the other party and DELCAMPOIMPEX will be dissolved, without judicial intervention and without any notice of default being required, at the time when an application for its bankruptcy is submitted against the other party, the other party is declared bankrupt, applies for a (provisional) suspension of payment, and from the moment that DELCAMPOIMPEX has a reasonable suspicion that the other party will apply for a bankruptcy in the short term and this by DELCAMPOIMPEX to the other party has been made known.
ARTICLE 12: APPLICABLE LAW / COMPETENT COURT
1. Only Spanish law applies to the agreement concluded between DELCAMPOIMPEX and the other party. Disputes arising from the agreement will also be settled under Spanish law.
2. Any disputes will be settled by the competent court in the place where DELCAMPOIMPEX is established or the competent court in the place where the other party is established, at the option of DELCAMPOIMPEX