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اللغة العربية
GENERAL CONDITIONS
Alaseel B.V. (Chamber of Commerce no. 75290340).
Located In Vlotbrugweg 8A, 1332AH Almere, The Netherlands.
DEFINITIONS:
In these conditions the following is meant:
- Conditions: these sales, supply and payment conditions;
- Agreement: each agreement of purchaser of sale;
- Duration of the agreement: the period between the date of issue of the order and the end of the agreed
time of delivery.
1. GENERAL
1.1-Unless agreed otherwise in writing, the general conditions are applicable on all offers or quotations of
Alaseel B.V.
In these general conditions Alaseel B.V. will be called “seller”, unless stated
otherwise. The counterparty in these general conditions will be called “buyer”, unless stated otherwise.
In case of contradiction of a provision from these general conditions with any provision of a specific
1.2-concluded agreement between both parties, the more specific provision stated in the relevant agreement
will prevail.
1.3-Deviations from these general conditions are only valid if these have been agreed in writing between
seller an d buyer.
1.4-The applicability of possible (purchase) conditions that the buyer might use will be excluded, unless
these have been explicitly accepted by Alaseel B.V. in writing.
2. QUOTATIONS
All quotations, unless explicitly stated otherwise, are meant as a free offer that can also be withdrawn
after acceptance. If this withdrawal does not take place within ten (10) days after the acceptance, the
agreement is considered concluded.
3. ORDERS
Each concluded agreement/order between seller and buyer is completely binding for both parties, unless
seller informs the buyer in writing, within five (5) days after concluding the agreement/order, that he is
terminating the agreement and for what reasons. The seller definitely has this right if it appears from
information from a credit information agency and/or sellers credit insurer that the seller is not credit
worthy.
4. DELIVERY
4.1 The delivery is considered to have taken place:
a. If the goods have been collected by or on behalf of the buyer; by accepting the goods;
b. At shipment by using a professional carrier; by transfer of the goods to that carrier, whereby the
risk of the shipment of the goods will transfer to the carrier at the moment the goods are transferred
to him;
c. At shipment by using a means of transport from the seller, by the delivery to the house or
warehouse of the buyer.
Shipment of the goods will be done at the account and risk of the buyer, unless stated otherwise in these
general conditions or unless both parties have agreed differently.
4.2 Unless these general conditions are deviated or both parties have agreed otherwise, the goods will be at
the risk of the buyer from the moment of delivery.
4.3 If the goods cannot be shipped due to circumstances, for which the seller is not responsible, he is
considered to have complied with his obligation to deliver by keeping the goods available for the buyer,
if he has given notification to the buyer in writing, within five (5) days after the goods have been made
available for delivery, that the goods are available. In this case the payment term will start on the day
that the seller could have delivered.
5. DELIVERY PERIOD/REFUSE TO PURCHASE
5.1 A delivery period will start a day after the agreement is concluded, provided that in case the seller
requests prepayment of the owed price or wants a security for the payment thereof within seven (7) days
after the agreement is concluded, the time will not start till this prepayment or security has been
completely received.
5.2 The delivery period is at least four (8) working days, calculated from the acceptance of the order, unless
agreed differently by both Parties.
5.3 Some exceedance of the agreed delivery period does not mean the seller is in default. This is only the
case when the seller cannot deliver, due to reasons caused by him, within the additional reasonable
delivery period agreed in writing.
5.4 After exceeding the period by the seller due to reasons that can be accounted to him whereby he will be
in default in accordance with what is stated in 5.2, the buyer is only allowed to terminate the agreement
for that part of the agreement that has not been completed yet and maintaining this part of the agreement
cannot be reasonable expected of him.
5.5 Seller has the right to perform part deliveries and to send relevant part invoices.
5.6 Unless explicitly stated otherwise or agreed afterwards, the delivery of the goods will be at the
warehouse or the factory, or the shop (area) of the buyer.
5.7 In case the buyer refuses to purchase the goods, the seller can store these in his warehouse or
somewhere else, for the account and risk of the buyer, which includes the risk of quality loss. This
storage should immediately be notified in writing to the buyer by means of sending an invoice.
6. QUALITY; INSPECTION; FAILUREe
6.1 The delivered goods are considered in sound condition if they meet the legal quality requirements, that
are valid at the time the agreement was concluded and if they also match the explicitly agreed
specifications and are suitable for the use that was expressed explicitly by the buyer before or when the
agreement was concluded.
6.2 Weight loss due to cooling or freezing cannot be marked as a failure if the weight loss is not more than
one (1) percent. Weight loss can in this case only be proven by an official weighing slip that shows that
the weighing was done directly at or shortly after delivery on a correct public weighing bridge.
If the buyer collects the goods himself at the seller’s, the seller will give him the opportunity the weigh
the goods himself or have the goods weighed while he is present. In the aforementioned case complaints
about the weight are only accepted by the seller if the goods were weighed at the seller’s.
6.3 Buyer is obliged to immediately inspect the goods when delivered, in a careful and expert manner, to
make sure these are complete and correct. Failures that are noticed during this should, in case of
unfrozen meat, be reported within twenty-four (24) hours and, in case of other goods, within two (2)
days after delivery to the seller. This should be done in writing or verbal with a subsequent written
confirmation. When reporting complaints an investigation report should be provided composed by a
recognised and independent expert, that confirms the complaints. Non-compliance with these inspection
and notification obligations can result in loss of rights regarding failures, that could have been detected
by a thorough and expert inspection.
6.4 Failures that are reported on time and in the correct manner as in accordance with the stated in 6.2 and
6.3 as well as failures for which the buyer can prove that he could not have detected these with a
thorough and expert inspection and could not have reported these within the time period stated in 6.3
and which were detected by him within a period of five (5) days after delivery, in case of unfrozen meat
it concerns within twenty-four (24) hours after detection, and in case of frozen meat or other goods it
concerns within two (2) days after detection, will be reported to the seller in writing – while providing
an inspection report from an independent expert – seller will solve this failure, if reasonably possible,
free of charge, by either replenishment or replacement. If no replenishment or replacement is requested
or if replenishment or replacement is not reasonably possible a credit will occur for the benefit of the
buyer for the part that is related to the failure. The seller is only obliged to solve a failure free of charge
or to credit this when buyer can prove that the failure is a direct result of a circumstance that was caused
by the seller. Seller has the right to perform his own inspection to the nature, size and extend of the
alleged failure. Buyer is obliged to give all necessary cooperation with this, on the penalty of losing all
his rights in connection with the failure. Seller is not obliged to take the faulty goods back but on
request the buyer will make the replaced goods available for the seller.
6.5 Buyer can terminate the agreement due to failures on the side of the seller, only if the seller, after a
written reminder, is unable to solve the failures satisfactory within a reasonable period and maintain the
agreement cannot be reasonably expected of the buyer.
6.6 Small allowed deviations within the trade or which cannot be technically avoided, in quality, quantity,
width, colours, measures, finishing and such, are not marked as a failure.
6.7 Unless legally prescribed differently, the best before date of all the food products sold by the seller is at
least three (3) months, calculated from the date of invoice.
7. PRICES/TAX
7.1 The sales prices or other stated prices do not include the costs that are owed for such a transaction or
that are based on vat or other similar charges; all costs that are caused by these taxes are for the account
of the buyer.
7.2 In there is a change in the price after the agreement is concluded, in cost related factors such as raw
materials, packing costs or transport and storage costs, the seller has the right to adjust its selling price
accordingly. Seller will inform buyer of this as soon as possible.
8. PAYMENT
8.1 All invoices and booked receivables will have the same date as when the goods were delivered. The
payment term is ten (10) days unless agreed differently.
8.2 The seller has the following right, in case a buyer does not pay on time, without prejudice to his other
rights as a result of the conditions and/or law:
a. To request immediate payment when delivering the goods to the buyer (reimbursement) and/or to
request a security for the payment for all ongoing purchase agreements;
b. To suspend the deliveries (as well as the production or processing of related goods), without
prejudice to his right to request immediate payment or security for the payment. After the buyer has
complied with his obligations, the seller will have a delivery period that is equal to the time he
requires for the production or processing, taking into account the possibilities within the business;
c. To terminate the relevant purchase agreement, completely or partly, by a written notice of the
seller;
d. To terminate one or more ongoing purchase agreement, for which the buyer is not in default, by a
written notice of the seller.
To exercise the rights as mentioned under a, b and c can only be done after the seller has given the
buyer a period of five (5) days to still comply with his payment obligations and he still remains in
default, while the right mentioned under d will be exercised if the buyer has not complied with the
request of the seller for a security for the payment that the buyer owes in accordance with the relevant
agreement(s), within ten (10) days. Apart from using his right to terminate the agreement, the seller can
at all times change his choice of the rights that are mentioned in this article.
8.3 if the buyer is in default towards third parties, according to information of a credit information agency
and/or seller’s credit insurer and/or is not credit worthy and/or is considered as insolvent, the seller will
have the rights as described above in part 2 for all ongoing purchase agreements without given notice of
default.
8.4 If the buyer is declared bankrupt, is in receivership or has requested receivership, or loses the free
access to his company and his assets, the seller will have the rights as described above in part 2 for all
ongoing purchase agreements without given notice of default.
8.5 If no payment is received on the due date, the buyer owes legal interest in accordance with article 6:119
A BW on the owed amounts. If seller has to take collection measures after the due date, the buyer owes
extrajudicial costs conform the “Law Collection Charges (2012)”.
9. PROPERTY RETENTION
9.1 The seller will retain all property of the delivered good or good to be delivered under this agreement, till
the payment of the buyer has extinguished the following:
a. The claims regarding the counter performances of these goods;
b. The claims regarding the performance of the mentioned agreements by the seller and performed
work activities for the benefit of the buyer, and
c. The claims regarding failure in the compliance with the mentioned agreements
9.2 Goods are not considered to be paid if the buyer has not proven the payment of this.
9.3 The buyer is obliged to show the goods, at the first request of seller, and in case of non-payment and in
cases as meant in article 8 part c and d return the goods if requested. Goods that are returned based on
this will be credited to the buyer for the market value of the goods by the supplier at the date the goods
were taken back.
9.4 Buyer is not authorized to dispose or mortgage goods that are subject to property retention. However,
buyer is allowed to resell/transfer mentioned goods within the context of the normal operation of his
company to third parties. This approval will legally expire at the time that the buyer fails regarding the
claims that are subject to the property retention, goes into receivership or is declared bankrupt. Under
no circumstances is buyer allowed to use the goods that are subject to the property retention as security
for claim of third parties.
10. FORCE MAJEURE
10.1 Force majeure include each circumstance that could not have been foreseen by either seller or buyer and
as a result the normal performance of the agreement can reasonably not be expected of the counterparty.
10.2 The seller or buyer will immediately inform the counterparty if such a case of force majeure occurs.
10.3 In case of force majeure the counterparty is not entitled to compensation.
10.4 In case of force majeure both parties should make arrangements regarding the performance of the
relevant agreement.
10.5 If a case of force majeure results in exceedance of the agreed date or period, the counterparty, has the
right to terminate the agreement in writing, this in contradictions to what is stated in part 4.
11. LIABILITY
11.1 For damage that is a direct result of the sold and delivered goods by the seller, the seller is only liable,
subject to intent or gross negligence, for a maximum of the net invoice value of the invoice for the
delivered goods.
11.2 For damage, such as but not limited to loss of profit and/or delay damage, that is an indirect result of the
supplied goods by the seller, the seller is only liable, subject to intent or gross negligence, for the
maximum amount that the insurer of the seller will pay in case of this damage.
12. DEVIATION
12.1 If the agreement deviates from what is stated in these general conditions, that what is stated in the
agreement between both parties will apply.
12.2 Also a later deviation to these general conditions, will be applicable between both parties provided the
buyer has given his written approval for this.
12.3 If one or more provisions of the agreement appears to be invalid, the other provisions remain applicable
between both parties. This also applies for the general conditions. Parties agreed to replace the invalid
provision with a provision that is valid and that deviates as little as possible from the invalid provision,
taken into account the purpose and the meaning of the agreement or general conditions.
13. APPLICABLE LAW
13.1 All agreements are subject to Dutch law.
13.2 All disputes arising from this agreement will be submitted to the authorized judge in the place of
residence of the seller, unless the law gives another court the legal authority.
