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GENERAL SALES AND DELIVERY CONDITIONS EFKA

Article 1 - Applicability
Article 2 - Quotations
Article 3 - Formation of an agreement
Article 4 - Prices
Article 5 - Payment
Article 6 - Delivery
Article 7 - Complaints
Article 8 - Retention of title
Article 9 - Force Majeure
Article 10 - Liability
Article 11 - Termination of the agreement
Article 12 - Intellectual rights
Article 13 - Disputes
Article 14 - Final provision

Artikel 1 - Applicability

  •  1.1 These general sales and delivery conditions, hereinafter referred to as: "general conditions", apply among other things to all quotations, orders and deliveries of the private company with limited liability Efka Holding B.V., Chamber of Commerce number 67529097, located in Drachten, having its office at the address De Meerpaal 10, 9206 AJ, The Netherlands, or the companies affiliated and/or connected to it, hereinafter referred to as: "EFKA", as well as to (each part of) all agreements in which EFKA is a party, unless EFKA and the purchaser from EFKA have explicitly agreed otherwise in writing.
  • 1.2 Applicability of any general (purchase) conditions invoked by the purchaser is explicitly rejected by EFKA, insofar as these conflict with the general conditions used by EFKA.

Article 2 - Quotations

  • 2.1 The quotations issued by EFKA are valid for one month after the date of issue, unless EFKA has explicitly stated another period in its quotations.
  • 2.2 In case of untimely acceptance of the quotation by the purchaser, the quotation expires and the purchaser can no longer invoke it, unless with the explicit written consent of EFKA.
  • 2.3 The information, data, technical descriptions, colours, and sizes provided in the context of, among other things, a catalog, brochure, or price list are without obligation. These are only approximations that serve as an indication/explanation.
  • 2.4 If no agreement between the parties is established, EFKA has the right to charge the reasonable costs of making the quotation, models, drawings, etc. to the purchaser.

Article 3 - The formation of an agreement

  • 3.1 An agreement with EFKA is only established by written acceptance of a quotation from EFKA by the purchaser within the period mentioned in article 2.1 of these general conditions, or a period deviating from this in this quotation, or because EFKA accepts a (telephone) order from a purchaser in writing or fully or partly complies with a (telephone) order from the purchaser.
  • 3.2 Changes in the agreement between EFKA and the purchaser as well as deviations from these general conditions will only be valid between both parties if they have been confirmed in writing by EFKA to the purchaser.
  • 3.3 All agreements are concluded by EFKA under the suspensive condition that the purchaser is sufficiently creditworthy for the fulfillment of the agreement.

Article 4 - Prices

  • 4.1 The prices given by EFKA in its quotations or on price lists are exclusive of sales tax.

Article 5 - Payment

  • 5.1 Payment to EFKA must be made in the currency indicated in the quotation and in the absence thereof in euros.
  • 5.2 Payment must be made within thirty days after the delivery date stated on the invoice, or cash on delivery, or on another date insofar as this is expressly agreed in writing, notwithstanding the provisions of article 6.3.
  • 5.3 EFKA is always entitled, before delivering or proceeding with the execution of the order, to demand security for the fulfillment of the buyer's payment obligations, which is sufficient in its opinion, such as for example (partial) prepayment of the total amount owed by the buyer to EFKA.
  • 5.4 In case of late payment, the buyer owes EFKA interest equal to 15% per annum on the outstanding amount from the invoice date until the day of full payment of the amount due. All costs, including the full costs of legal assistance (including lawyer fees) in and out of court, caused by or related to the late payment, will be borne by the buyer, with a minimum of an amount of €250,-.
  • 5.5 In case the buyer exceeds the payment term mentioned in article 5.2, EFKA is entitled to suspend the delivery of all goods not yet delivered until the amount due has been paid.
  • 5.6 Any claim for offsetting with a claim that the buyer believes to have or expects to obtain on EFKA is expressly excluded.
  • 5.7 It is not permitted for the buyer to invoke the suspension of its payment obligations to EFKA for any reason.

Article 6 - Delivery

  • 6.1 EFKA will make every effort to deliver within the specified delivery time, but this should never be considered as fatal. Exceeding the delivery time by EFKA -regardless of the cause thereof- does not give the buyer the right to dissolve the contract and/or to claim damages.
  • 6.2 Deliveries are made by shipment in a manner to be determined by EFKA to the address of the buyer. If the buyer prefers a different method of shipment, this method must be agreed upon in the order confirmation from EFKA, and any associated (additional) costs are borne by the buyer.
  • 6.3 In the event that the buyer collects or has collected the goods to be delivered at EFKA's office, delivery takes place by the actual availability of the goods to the buyer.
  • 6.4 The risk regarding goods shipped by EFKA to the buyer is transferred to the buyer from the moment of shipment. The risk regarding goods that are picked up by the buyer at EFKA's warehouse is transferred to the buyer from the moment these goods are brought under the actual control of the buyer or the auxiliary persons used/engaged by the buyer.
  • 6.5 If EFKA suspects or receives indications before or during the execution of a contract that the buyer may be less creditworthy, EFKA is entitled not to deliver or not to continue delivering and/or to stop production. This does not affect the obligation of the buyer to accept the products already ordered from EFKA.
  • 6.6 All costs incurred by EFKA due to the termination of the production process by the buyer, including but not limited to storage costs, environmental costs, destruction costs as well as start-up costs, are borne by the buyer.

Article 7 - Complaints

  • 7.1 The buyer must check the goods delivered by EFKA immediately upon receipt. Complaints must, in order to be valid, be submitted in writing to EFKA within eight working days after the buyer has received the goods. In the absence of timely notification of the defect by the buyer to EFKA, EFKA is not liable for the defect in question.
  • 7.2 Any right to complain expires when the goods have been taken into use in whole or in part.
  • 7.3 Minor deviations in quality, color, dimensions, and the like are not grounds for complaints. When assessing whether a product deviates outside the permissible limits, the batch must be assessed in its entirety; a batch cannot, therefore, be rejected on the basis of a few deviations. EFKA must be enabled to check submitted complaints immediately after they are lodged.

Article 8 - Retention of Title

  • 8.1 Until the complete fulfillment of all payments due from the buyer to EFKA, EFKA retains ownership of all goods delivered by it under that or any other agreements, this as security for the payment of everything due to it, with no exceptions.
  • 8.2 The buyer is not allowed, as long as no complete payment has been made to EFKA, to alienate, pawn, pledge, or bring the delivered goods under a mortgage or fiduciary relationship, to rent, lend or in any title to place outside his actual control and/or company; the goods are non-transferable.


Article 9 - Force Majeure

  • 9.1 The delivery time for goods given by EFKA to the buyer is extended by the period during which EFKA is prevented from fulfilling its obligations due to force majeure.
  • 9.2 There is a case of force majeure on the part of EFKA if EFKA, after concluding the agreement, is prevented from fulfilling its obligations under this agreement or from preparing for it due to war, war danger, riot, molestation, fire, water damage, flooding, strike, company occupation, government measures, sickness of its employees, seizure, interruptions in energy supply, machine breakdown, all this both in the company of EFKA and at third parties from whom EFKA obtains the necessary materials wholly or partially, and furthermore due to all other causes, beyond the fault or risk sphere of EFKA.
  • 9.3 In case of EFKA's force majeure, EFKA is entitled to suspend its performances, without the buyer having the right to dissolve the agreement or to claim damages.

Article 10 - Liability

  • 10.1 EFKA is in no way liable for damage of any kind, direct or indirect, resulting from or in connection with the use or inability to use the goods delivered by it.
  • 10.2 Only in case the buyer proves that there is deliberate intent or gross negligence by the managerial subordinates of EFKA, EFKA accepts liability, provided that EFKA is never liable for more than the total amount of the invoice sent to the respective buyer for the goods.
  • 10.3 EFKA is not liable for damage or errors that occur during the execution of work under an agreement between the buyer and EFKA, caused by subordinate and non-subordinate persons employed by EFKA, except in cases of deliberate intent.
  • 10.4 In the event that EFKA cannot legally rely on the above-described limitations of its liability in a specific case, any liability of EFKA is in any case limited to the amount to be paid out by EFKA's liability insurer in the relevant case.

Article 11 - Dissolution of the contract

  • 11.1 EFKA has the right to terminate the contract with a customer with immediate effect, without requiring legal intervention, or, at EFKA's option, to suspend the fulfilment of its obligations, without prejudice to its right to compensation for expenses and loss of profit, in the event the customer is declared bankrupt or applies for suspension of payments, there is a termination of the customer's operations or deterioration of the economic situation of the customer's company, in case of liquidation, a full or partial transfer of the customer's company, change in management, if the customer does not or does not timely fulfil his obligations towards EFKA or refuses to provide the security referred to in Article 5.3 of this agreement.
  • 11.2 In all situations described in Article 11.1 of these general terms and conditions, all EFKA's claims on the customer become immediately due and payable.
  • 11.3 In the event a customer has failed to fulfil a particular agreement towards EFKA, EFKA has the right to consider this breach as committed towards all ongoing agreements with EFKA. In case of a breach, EFKA has the right to partially maintain the agreement.

Article 12 - Intellectual rights

  • 12.1 EFKA reserves the copyright and all other intellectual rights to the subjects, images, drawings, sketches, items, models, and/or samples provided by her to a customer in the context of a quotation or agreement. These designs, images, drawings, sketches, items, models, and/or samples remain – unless expressly a separate amount for the transfer of copyrights to the customer is charged – the property of EFKA.
  • 12.2 Without the express prior written consent of EFKA, the customer is prohibited from putting the designs, images, drawings, sketches, items, models, and/or samples delivered by EFKA into production or giving, transferring, or making them available to third parties or otherwise reproducing or publishing them.
  • 12.3 The customer who violates the provisions of Article 12.2 owes EFKA an immediately payable penalty of € 25,000 per violation and € 500 for each day the violation continues, without prejudice to EFKA's right to (full) compensation.

Article 13 - Disputes

  • 13.1 Dutch law applies exclusively to all quotations, contracts, the execution thereof, and these general terms and conditions.
  • 13.2 Disputes will be submitted for settlement to the civil court of the district of Northern Netherlands, location Leeuwarden, unless this is contrary to mandatory law. EFKA may deviate from this rule of jurisdiction and use the legal rules of jurisdiction, or choose another court.

Article 14 - Final provision

  • 14.1 If it should be established that EFKA cannot invoke any provision in these general terms and conditions or in the agreement concluded with the customer, the parties will nevertheless conduct themselves according to the purpose and intent of this provision. If necessary, they will replace this provision with a provision as similar as possible in purpose and intent, which EFKA can legally invoke.
  • 14.2 These general terms and conditions are drawn up in Dutch and translated into English and German. In case of discrepancies between the different language versions or in case of interpretation issues, the Dutch text prevails.