DELIVERY & Payments
DELIVERY & PAYMENTS
Article 1. Applicability
1.1 These General Terms and Conditions shall apply to all offers, tenders, estimates and agreements of JMT International, JMT Evenementenservice B.V., as well as JMT Floorcoverings BV, hereinafter referred to collectively as JMT, and submitted to or concluded with a party which grants an assignment, for the extent that JMT does not explicitly diverge and deviate from these present General Terms and Conditions and does so in writing.
1.2 If these General Terms and Conditions have been agreed to apply they shall also apply to any and all future lawful relationships between JMT and the party which grants the assignment.
1.3 These General Terms and Conditions shall also apply to any and all agreements between JMT and the party which grants the assignment for the performance of which agreements, third parties are deployed.
Article 2. Offers, tenders, estimates and agreements
2.1 No rights may be derived from any offers, tenders or estimates issued by JMT. Offers, tenders and estimates are non-binding unless explicitly otherwise referred to.
2.2 The party which grants the assignment shall first become bound to the terms of the agreement if and to the extent a written confirmation has been sent to it by JMT or once JMT has commenced performing the terms of the agreement and the party which grants the assignment has allowed JMT to perform the terms of the agreement.
Article 3. Delivery-Supply-Completion
3.1 The delivery or supply times provided by JMT shall commence on the last of the following moments in time:
- the day on which the agreement is concluded;
- the day on which the information, documents etc., required for the performance of the agreement is received;
- the day that any pre-payment required, as described in the order confirmation is received.
3.2 Delivery or supply times are solely indicative and may never be deemed to be deadlines unless otherwise agreed in writing.
3.3 Force majeure and other circumstances which prevail which by nature mean that in all reasonableness JMT may not be required to perform in a timely manner shall postpone delivery or supply times by a time period equal to the time period those circumstances persist.
3.4 Force majeure shall include – in these General Terms and Conditions – strikes, sick-leave taken by staff, government measures, civil wars, attacks, natural disasters, unforeseen traffic situations and delays in the deliveries and supplies to be made by suppliers.
3.5 JMT may make delivery or supply in part(s).
3.6 The party which grants the assignment shall be bound to take the rented or purchased goods at the time at which those goods are delivered or supplied to its or provided to it in accordance with the agreement.
3.7 If the goods delivered or supplied differ to a minor extent from the models shown in the documentation, this shall not relieve the party which grants the assignment from its obligation to take the goods.
3.8 The rented or purchased goods shall be deemed to be delivered or supplied in perfect condition unless the delivery or supply thereof shall include a written description making reference to one or more flaws.
3.9 The party which grants the assignment is to ensure that the agreed venue for delivery or supply and the agreed venue for collection is readily accessible, and that it is free of obstacles and that it is dry and clean. When the delivery or supply or collection of goods is delayed or rendered impossible because the party which grants the assignment remains in default in this connection, the additional costs and expenses thus incurred it shall be required to pay compensation for this.
Article 4. Rental price, purchase price
4.1 Unless explicitly otherwise referred to, all prices are given in Euros and do not include sales tax or any other levies imposed by government.
4.2 Any amendment made to the agreement, or, when additional work is required pursuant to the agreement, JMT shall be entitled to invoice the party which grants the assignment for all costs arising in that connection and do so by applying the prices which are customarily applied.
4.3 If the trade fair or event is visited by JMT, the transport and delivery and supply of the goods will be for the account of JMT within the Netherlands. All deliveries and supplies and transport outside the Netherlands shall be for the account of the party which grants the assignment, unless otherwise agreed in writing.
4.4 JMT shall be entitled to deploy third parties in the performance of the assignment, the costs of which shall be passed on to the party which grants the assignment in accordance with the estimate or tender provided.
4.5 The costs incurred by JMT for and on behalf of the party which grants the assignment charged by trade fair venues etc. in connection with transport and other services on site shall be for the account of the party which grants the assignment and shall be passed on the party which grants the assignment without any prior conference by JMT to the party which grants the assignment.
Article 5. Payments
5.1 All invoices shall be paid by the party which grants the assignment in accordance with the payment conditions referred to in the invoice. In default of those conditions, payment is due within 30 days after the date of the invoice, without any discounts or compensation or off-setting being applied.
5.2 In default of payment being received in a timely manner, the party which grants the assignment shall be in default and without any default notice being requires shall also be due to pay interest from the default date amounting to 1% per month. If however statutory interest rates are higher than 1% per month, the party which grants the assignment shall be due to pay the latter, higher rate of interest.
5.3 JMT remains entitled to require the party which grants the assignment, to provide security for the performance of its payment obligations and do so in advance and at JMT’s discretion or require pre-payment of the rental price and until full performance is made of the aforementioned obligations, JMT may postpone performance of its obligation. JMT remains entitled to terminate the agreement, effective immediately and the party which grants the assignment shall be bound to indemnify JMT for any losses it incurs and compensate JMT for any loss of profits.
5.4 If the party which grants the assignment is in default in connection with any of its payment obligations and if JMT deploys a collection agency as a consequence of its unpaid receivable due to it from the party which grants the assignment, the party which grants the assignment shall also be bound to reimburse JMT for out of court collection costs, with a minimum set for this of 15% of the principal due to JMT.
5.5 Payments made by the party which grants the assignment shall first defray interest due and out of court collection costs and thereafter shall defray invoices due which have been outstanding for the longest even if the party which grants the assignment references the payment(s) otherwise.
Article 6. Retention of Property Rights
6.1 Goods rented by JMT remain its property. Goods provided by JMT to the party which grants the assignment and sold by JMT to the party which grants the assignment shall remain the property of JMT until the party which grants the assignment has paid the purchase price for the goods including interest and costs.
6.2 The party which grants the assignment shall not be entitled to alienate the goods in question nor use them as collateral or pledge those goods, rent out those goods or have those goods made subject to any lien. The party which grants the assignment shall not be entitled to provide any form of security to third parties on the basis of goods purchased for which the entire purchase price and any interest due as well as any out of court collection costs has/have not yet been received by JMT.
Article 7. Liability of the party which grants the assignment
7.1 Rented goods shall be for the account and risk of the party which grants the assignment from their delivery and supply until the de facto return into the possession of JMT.
7.2 The party which grants the assignment shall be liable during the aforementioned time period for and in connection with the theft, loss or damage suffered by rented goods.
7.3 Any damage to rented goods due to loss, theft or damage shall be compensation for by the party which grants the assignment at the rate of replacement value. The party which grants the assignment shall sufficiently insure its risk in this connection and do so for its own account.
7.4 The party which grants the assignment indemnifies JMT from any and all liability for damage caused by the use made of rented goods during the rental period.
7.5 Rented goods may solely be used for the purpose for which they are intended upon concluding the rental agreement. Other use made thereof shall give JMT the right to terminate the agreement with the party which grants the assignment effective immediately and without prior notice of default and take back the goods.
7.6 Liability in the sense of this article shall not discharge the party which grants the assignment from any obligation to pay the agreed rental price.
Article 8. Complaints and guarantee
8.1 JMT supplies good quality trade goods. Without prejudice to the limitations referred to in these General Terms and Conditions, JMT guarantee the appropriateness of the goods delivered and supplied by JMT provided all instructions issued in connection with the use of those goods are complied with and strictly followed.
8.2 The party which grants the assignment may not invoke flawed performance if it has not notified JMT of this, in writing, within 8 after making such a discovery, or in all reasonableness could have made this discovery.
8.3 If the goods delivered and supplied do not meet the terms of the agreement, JMT shall either, at its discretion, guarantee those goods in the sense that JMT shall solely be bound to repair or replace the goods in question, for delivery and supply missing goods. Deliveries which are 5% more or less than the ordered quantity/quantities shall not be deemed to be shortcomings.
8.4 If a flaw in delivered and supplied goods arises during the rental period, JMT do everything within its power to repair that flaw but solely to the extent this may be required of it and if the flaw arose beyond the control of the party which grants the assignment.
8.5 Returned rental goods which are shipped in connection with being replaced or repaired shall be returned for the account and risk of JMT but solely and only after permission for their return to JMT is granted by JMT.
8.6 Complaints about invoices are to be submitted within 8 days after receipt and complaints are also to be submitted in writing.
Article 9. JMT’s liability
9.1 JMT shall never be liable in any manner whatsoever for damage which arises due to the goods rented out by JMT or sold by JMT not meeting the terms of the agreement in whatever manner, unless deliberate actions apply or gross negligence applies to JMT.
9.2 JMT shall never be liable for damage which arises to or is suffered by objects which are left by the party which grants the assignment in cupboards, display cabinets, desks and in other rented goods rented out by JMT.
9.3 If on the grounds of any stipulation of law JMT is bound to pay compensation for damage that liability shall be limited, to the extent JMT’s liability insurance covers said damage, to the amount which is paid out by the insurer.
9.4 If it is determined the JMT is liable for damage which is not covered by its insurance, the damage shall be limited to a maximum of twice the amount the party which grants the assignment was due to pay JMT in accordance with the agreement.
9.5 JMT shall never be liable for consequential damage suffered by the party which grants the assignment or suffered by third parties.
9.6 The liability exclusions of this article also include those in connection with third parties deployed to perform the agreement by JMT.
Article 10. Cancellation and dissolution
10.1 The party which grants the assignment shall be entitled to cancel an assignment to rent goods if this is done no less than 3 working days prior to the commencement of the rental period and said cancellation is made in writing and providing the rented goods have not already been delivered and supplies to the agreed venue. When such a cancellation is made, JMT is entitled to charge costs to the party which grants the assignment and cancels it up to a maximum of 5% of the total rental price.
10.2 If the party which grants the assignment cancels the assignment to rent goods at least three working days prior to the commencement of the rental period but the rented goods have already been delivered, the party which grants the assignment is due to pay 50% of the total rental price to JMT without prejudice to the right retained by JMT to claim compensation for the damage it suffers and compensation for all further costs incurred in that connection.
10.3 Without prejudice to that determined above in these General Terms and Conditions, the agreement shall be dissolved without judicial intervention by means of a written declaration at the time at which the party which grants the assignment is declared bankrupt, applies for suspension of payments or when its assets are frozen or seized, or, when the party which grants the assignment is placed into official administration or when the Dutch legislation which pertains to debt clearance for natural persons applies or when it loses control of its assets in some manner, or part thereof, unless the Trustee or Administrator acknowledges the obligations arising out of this agreement as a due debt or due payable.
10.4 The dissolution shall render any outstanding receivables due immediately. The party which grants the assignment shall be liable for the damage suffered by JMT as a consequence, including damage consisting of loss of profits and (transport) costs incurred.
Article 11. Termination
11.1 The rental agreement shall terminate once the rental period has expired. The party which grants the assignment is bound to return the rented goods in good conditions to the venue agreement for delivery and supply after having notified JMT as to the time of their return.
11.2 Rented goods are to be in JMT’s possession within 24 hours of the expiration of the rental period.
11.3 If, after the termination of the rental period, the goods may not be received by JMT as a consequence of circumstances prevailing which are for the account and risk of the party which grants the assignment, the party which grants the assignment shall be bound to return the goods for its own account.
Article 12. Disputes and applicable law
12.1 All agreement covered by these General Terms and Conditions are subject to and governed by Dutch law. The stipulations of the Vienna Treaty of April 11, 1980, Treaty Gazette 1986, number 61, are excluded. In connection with agreement as referred to in Article 6:247, section 2 of the Dutch Civil Code, it is explicitly determined that Section 3, Title 5 of Book 6 of the Dutch Civil Code shall remain inapplicable.
12.2 Should any one or any part of these General Terms and Conditions be quashed, the applicability and content of the remaining general terms and conditions shall remain intact.
12.3 Each and every dispute between JMT and the party which grants the assignment and which arises out of an agreement covered by these General Terms and Conditions shall be submitted to the competent Judge in the jurisdiction of whom JMT is established, irrespective of any right to opt for a Judge deemed competent by law.