Delivery conditions

1 General
1.1 These general terms and conditions are applicable to all agreements of MultiTray BV , hereinafter to be referred to as: “MULTITRAY”, with its customers and/or clients, hereinafter to be referred to as “customer”, as well as to offers made and advice given by MULTITRAY to (potential) customers. Offers and given advices are with respect to the provisions in these general conditions equal to agreements.
1.2 Additions and/or deviations from these general terms and conditions are valid only if they have been expressly agreed upon in writing; these additions and/or deviations apply only to the agreement in which they are made.
1.3 The rights and obligations from agreements between MULTITRAY and the client cannot be transferred by the client to third parties, except with the written consent of MULTITRAY.
1.4 In case of contradiction between these general conditions and the general conditions or other regulations used by client, of whatever nature, these conditions will prevail. MULTITRAY hereby explicitly rejects any general conditions used by client.
1.5 If one or more provisions of the contract with the customer or these general terms and conditions are not or not entirely legally valid, the remaining provisions shall remain in full force and effect. Instead of the invalid provisions, an appropriate arrangement shall apply, which comes as close as legally effective to the intention of the parties and the economic result sought by them.

2 Offers
2.1 Every offer of MULTITRAY is without obligation, unless it contains a term for acceptance. An offer expires if the product to which the offer relates is no longer available in the meantime.
2.2 MULTITRAY can not be held to an offer if the other party can reasonably understand that the offer, or any part thereof, contains an obvious mistake or clerical error.
2.3. All by or on behalf of MULTITRAY orally or in price lists, daily or weekly newspapers, periodicals, announcements, letters, , e-mail and on internet sites to be mentioned prices, offers and delivery terms etc. are only informative and for MULTITRAY in no way binding.
2.4 Data regarding the offered items, such as drawings, images, properties, capacities, sizes, weights, etc. are for information purposes only and are only approximately correct and not binding for MULTITRAY.
2.5 Images, drawings, capacity, size and weight specifications provided with offers will remain the property of MULTITRAY and may not be copied, handed over to third parties or made available for inspection.
2.6 Construction changes or marginal deviations are entirely reserved by MULTITRAY.

3 Agreements
3.1 An agreement comes into being and starts when MULTITRAY has confirmed the order or assignment in writing or has started or executed the order or assignment. The content of the agreement is determined by the offer and/or order confirmation of MULTITRAY and these general conditions.
3.2 Promises made by representatives, including custodians and persons employed by MULTITRAY, are only binding if and when they are confirmed in writing by MULTITRAY or executed.
3.3 If the acceptance (whether or not on minor points) by client deviates from the offer, MULTITRAY will not be bound by it. The agreement will not be in accordance with this deviating acceptance.

4 Prices
4.1 All quotations and prices charged by MULTITRAY will be the prices in Euros valid at the time of the offer or the conclusion of the agreement, exclusive of VAT and other costs associated with the agreement, such as those relating to packaging, possible transport as well as levies, tariffs and import and export duties, unless otherwise agreed in writing. For international transactions the prices are Ex Works (EXW) of the International Chamber of Commerce, 2010 Edition, unless otherwise agreed in writing.
4.2 The transport and insurance costs, as well as the sales tax and other taxes and levies imposed on the goods sold shall be borne by the client.
4.3 If a change occurs in one or more price-determining factors after the offer is made, MULTITRAY is entitled to adjust the prices accordingly, even if the contract has been concluded in the meantime.
4.4 Currency fluctuations detrimental to MULTITRAY after the date of conclusion of the agreement will be for the account of the client.
4.5 Should suppliers of MULTITRAY be forced by price increases and/or wage increases or by governmental regulations to change the prices and conditions agreed upon between them and MULTITRAY, or not deliver at all, MULTITRAY will have the right to make corresponding changes in the agreement with the customer or be entitled to renounce delivery, without being liable for damages.

5 Delivery time, delivery and risk
5.1 The delivery time mentioned in the offer and/or the order confirmation and/or the agreement is never a deadline. When exceeding a term, the customer must first give MULTITRAY a written notice of default, whereby MULTITRAY will be granted a reasonable period of at least 21 days to still fulfill the agreement.
5.2 Agreed delivery times will be adhered to by MULTITRAY as far as possible, but exceeding them does not make it liable and does not give the client the right to cancel the order or refuse receipt and payment of the goods, nor do they oblige MULTITRAY to deliver from stock when purchased on supply from elsewhere.
5.2 The goods will be inspected by MULTITRAY before delivery. Client has, at his own expense, the right to inspect the goods before delivery at time and place determined by MULTITRAY.
5.3 If goods, or a part thereof, are lost prior to delivery to the client, or cannot be delivered to MULTITRAY by the supplier for whatever reason, MULTITRAY will not be obliged to effect delivery to the client and will have the right by the mere fact of the loss, or the fact that no delivery to MULTITRAY has taken place, to consider the agreement between MULTITRAY and the client as legally expired.
5.4 Deliveries of goods in the Netherlands will take place from one of MULTITRAY’s warehouses, unless otherwise agreed in writing. All deliveries, including those that may be carried out freight free by MULTITRAY, will be for the account and risk of the customer, even if the transport documents contain contrary clauses. Also commitments, made by MULTITRAY with third parties, do not change this and are considered to be accepted in the interest and for the risk of the client. Transport insurance will only be taken out by MULTITRAY at the explicit request of the client; all related costs will be for the account of the client.
5.5 Delivery of goods will be deemed to have taken place at the moment that the goods are made available to the customer at MULTITRAY or at another distribution center to be specified, or at the address of the customer or at a location agreed upon with the customer, which location can reasonably be reached by boat, rail or car (without prejudice to the retention of title regulated below in article 11). If client does not take delivery of the goods, they will be stored at his expense and risk and/or sold by MULTITRAY. MULTITRAY is entitled to recover its claim from the proceeds, without prejudice to its right to damages or dissolution of the agreement with or without additional and substitute damages.
5.6 Calculation of the goods will be made in accordance with the numbers, weights and/or sizes noted by MULTITRAY upon leaving the delivery site.
5.7 MULTITRAY is authorized to have the assignment performed by third party(ies), if this does not affect the agreed quality.
5.8 Part deliveries respectively execution of the order in parts are/is allowed. MULTITRAY has the right to invoice partial deliveries separately to the customer and demand payment before a next partial delivery/order will take place. In case the principal does not accept a partial delivery within the agreed term, MULTITRAY, at her choice, has the right to deliver the remainder and invoice in the usual way, or to cancel the agreement, as far as it still has to be executed, without prejudice to her right for compensation as stipulated in article 8.
5.9 A call-off order shall mean an order where, within a delivery period specified in the order, the time of delivery is made dependent on a call-off by the customer. If nothing has been agreed with regard to the time of call, the last day of the delivery period shall be considered the time of call. Delivery must take place within 60 days after receipt by MULTITRAY of the written call. If
no call-off by client follows within the delivery period set in the order, MULTITRAY is entitled to deliver within 30 days after the last day of the delivery period and client is thus obliged to take delivery. After the expiration of the delivery period, client shall owe the full amount involved in this call-off order without fail. The provisions of paragraph 5 of this article above shall apply accordingly.
5.10 Packaging of the goods to be delivered is at the discretion of MULTITRAY. Packaging intended for repeated use of delivered goods will remain property of MULTITRAY. The packaging must be carefully kept by the customer and made available to MULTITRAY at the first request of MULTITRAY. Client is fully liable for damage or loss of packaging.
5.11 In case of return shipments, the costs involved are for the account of the customer and the goods delivered by MULTITRAY are for his risk. Only after confirmation by MULTITRAY of the actual receipt of the goods is the return shipment completed.
5.12 Goods to be provided to MULTITRAY by the principal, such as for example parts, meant to be applied or processed in, on or to the good to be manufactured and/or delivered and/or assembled by MULTITRAY, have to be delivered by the principal to MULTITRAY on time, free of charge to the warehouse of MULTITRAY indicated by MULTITRAY. Client guarantees and is liable for the soundness and good applicability of the referred goods and indemnifies MULTITRAY from claims of third parties, resulting from any inaccuracies of the goods to be provided by client. Client is obliged to compensate MULTITRAY for all damages suffered by MULTITRAY due to the possible inaccuracies referred to above.

6 Payments
6.1 Payment must be made within 14 days after date of invoice on a way to be indicated by MULTITRAY in the currency of the invoice, unless otherwise indicated in writing by MULTITRAY.
6.2 When payment has not taken place within the agreed payment period, client is legally in default. Client will then owe interest of 1.2% per month or part of a month, unless the legal interest rate is higher, in which case the legal interest rate is due. The interest on the amount due and payable shall be calculated from the moment that client is in default until the moment of payment of the amount due in full.
6.3 If Client is in default or breach of contract in the (timely) performance of its obligations, all reasonable out-of-court costs for payment shall be borne by Client. The extrajudicial costs will be calculated based on what is common in Dutch collection practice, currently the calculation method according to the Decree on compensation for extrajudicial costs. However, if MULTITRAY has incurred higher costs for collection that were reasonably necessary, the actual costs incurred will be eligible for reimbursement. Any judicial and execution costs incurred will also be recovered from client. Client shall also owe interest on the collection costs due.
6.4 In case of late payment, any exchange rate difference disadvantageous to MULTITRAY will be charged to the client. The reference dates used are the due date of the invoice and the date of payment.
6.5 MULTITRAY is at all times entitled, before making (further) deliveries, to demand that the customer either pay the purchase price for the goods to be delivered in advance, or provide security to the satisfaction of MULTITRAY for fulfillment of all his obligations resulting from the contract.
6.6 Client is not entitled to set off any debt owed by her to MULTITRAY. However, MULTITRAY is free to set off any debt to client with a claim on client. Objections against invoice amounts do not suspend the payment obligation of client.

7 Execution and modification of assignment
7.1 Modifications to the original assignment of any kind must be accepted by MULTITRAY in writing. If these changes cause a higher price than foreseen in the offer or order confirmation, MULTITRAY is entitled to increase the price accordingly. Changes in the order that cause reduction in costs will give rise to corresponding adjustment of the agreed price. The originally agreed term of execution will be cancelled by the change.
7.2 MULTITRAY will be considered to have delivered properly if the deviation in quality, color, hardness thickness etc. are minor. When assessing whether a delivery exceeds the permissible limits, an average from the delivery must be taken; therefore, rejection cannot be made on single samples. Deviations shall not give the right to complain.
7.3 In any case, MULTITRAY will be deemed to have delivered properly if deviations in quantity do not exceed 10% per order is meant one batch in one size and quality.

8 Cancellation
8.1 In case of complete or partial cancellation of the order or agreement by the customer, the customer will be held to pay all costs made and to be made by MULTITRAY concerning the order or agreement (costs of preparation, storage, commission, etc.) and to pay for the materials or semi-manufactured products destined for the execution of the agreement; all without prejudice to the right of MULTITRAY to compensation for loss of profit and other costs resulting from cancellation of the order or agreement.) and to pay for the materials or semi-finished products meant for the execution of the agreement; all without prejudice to MULTITRAY’s right to compensation for loss of profit and other damages and costs resulting from the cancellation of the accepted order or agreement. The aforementioned costs and amounts associated with the damage suffered by MULTITRAY due to the full or partial cancellation by the client are immediately due and payable.
8.2 Invoicing shall take place on the basis of the actual goods delivered or the quantity of goods yet to be delivered under the contract, or on the basis of the goods taken into storage for the client.

9 Warranty/Reclamation
9.1 The goods to be delivered by MULTITRAY meet the usual requirements and standards that can reasonably be made of them at the time of delivery and for which they are intended in normal use.
9.2 MULTITRAY commits to the client – provided the latter has fulfilled all his obligations under the contract – to repair or replace only parts of the delivery, if they show a fault which, in the exclusive opinion of the manufacturer or importer, is caused by faulty material or construction, on the understanding that depreciation due to use may be taken into account.
9.3 This guarantee mentioned in paragraph 2 of this article is only valid for a period of six consecutive months, unless parties have agreed otherwise, starting on the day of transfer, after which all liability of MULTITRAY stops. 9.4 Under penalty of cancellation of the right to complain, the customer has to report complaints regarding the amount of the invoice and visible imperfections in the delivered goods, defects in the quantity or damage to the packaging at delivery of the goods to MULTITRAY by registered mail or within 8 days after receipt of the goods to MULTITRAY with an accurate description of the complaints. For all other complaints, also in writing by registered mail and with an accurate description of the complaint(s), a period of 5 days after the defects are known or reasonably could have been known. Complaints made known more than 1 (one) year after receipt or delivery will not be dealt with by MULTITRAY. The concerning goods have to be carefully kept by client and have to be made available to MULTITRAY for examination at first request. Any right to complain expires if client does not or not fully comply with these obligations.
9.5 Advertising is not possible if:
– the delivered goods show one or more imperfections or deviations that fall within a reasonable tolerance as referred to in article 7 paragraph 3 of these general conditions;
– the defects result from defective materials and/or
parts made available or prescribed by the client, respectively, or are the result of incomplete and/or incorrect information provided by the client;
– client has not fulfilled its obligations to MULTITRAY (whether financial or otherwise);
-if the client has made changes and/or repairs (except those with an unaccounted-for role) on its own initiative to the delivered item during the warranty period, or has third parties do so.
9.6 If client complains in compliance with the provisions of the relevant agreement and these general conditions, and his complaint is found to be justified by MULTITRAY, MULTITRAY may choose between granting a price reduction or repairing the delivered goods free of charge.
9.7 Consideration of a claim does not suspend the client’s obligation to pay.
9.8 If attention is paid to a complaint outside the cases described above, this shall be entirely without obligation and the client cannot derive any rights from it.

10 Non-performance/dissolution
10.1 MULTITRAY is authorized to dissolve the agreement with immediate effect without judicial intervention, in whole or in part, or to suspend the execution of the agreement, without prejudice to its other rights to fulfillment and / or damages if: client acts contrary to any provision of the agreement between parties or these general terms and conditions; client dies, applies for suspension of payment or files for bankruptcy; bankruptcy of client is applied for; company of client is discontinued or liquidated, or wholly or partly taken over; a private agreement is offered; any assets of client are seized under execution or conservatory attachment; pursuant to the relevant provisions of the Social Security Coordination Act and the Collection of State Taxes Act 1990 notification of inability to pay is given. In these cases any claim against principal will be immediately due and payable, without MULTITRAY being liable for any compensation.
10.2 The provisions of paragraph 1 of this article shall apply mutatis mutandis if Client makes incorrect statements about his person or state of assets, which are relevant to the settlement of the contract, as well as if Client, after being invited to do so in writing, has not provided adequate security within seven days in the opinion of MULTITRAY.
10.3 In all cases in which Client must take into account that he will not be able to fulfill his obligations towards MULTITRAY, including but not limited to the cases mentioned in the previous paragraph, as well as if he intends to leave The Netherlands, he is obliged to notify MULTITRAY immediately by phone and confirm this notification in writing.

11 Retention of ownership
11.1 MULTITRAY retains ownership of all delivered goods until the buyer has fulfilled all obligations from all agreements made with MULTITRAY or orders placed with MULTITRAY, i.e. until the consideration(s) with respect to all delivered or to be delivered goods as well as any claims from MULTITRAY due to non-fulfillment of any agreement has been fulfilled.
11.2 If buyer fails to fulfill his payment obligations towards MULTITRAY or MULTITRAY has good reason to fear that buyer will fail in this obligation, MULTITRAY is entitled, to reclaim the delivered goods. Buyer will provide all cooperation to this end.
11.3 Goods delivered under retention of title may only be sold on within the framework of normal business. Buyer is not authorized to establish any rights on these goods until he has completely fulfilled his obligations towards MULTITRAY.
11.4 Buyer is obliged to keep the goods delivered under retention of title carefully and as recognizable property of MULTITRAY until he has fulfilled all his obligations towards MULTITRAY.
11.5 Buyer is obliged to cooperate with all reasonable measures that MULTITRAY wishes to take to protect its retention of title with respect to the goods. In case of seizure, suspension of payment or bankruptcy, buyer must immediately inform the seizing bailiff, administrator or curator of MULTITRAY’s retention of title.

12 Right to suspend
12.1 MULTITRAY shall be authorized to suspend the fulfillment of its obligations, including the surrender of any property of the principal which it has in its possession under an agreement with the principal, until such time as all due and payable claims against the principal have been paid in full, regardless of whether such claims relate to the aforementioned or to other property of the principal, unless the principal has provided adequate security for such claims.

13 Liability
13.1 MULTITRAY will not be liable for any damage caused as a result of any shortcoming in the fulfillment of its obligation(s) towards the client. The fulfillment of the obligations from advertising as described in article 9 above is considered the only and complete compensation for damages. Every other claim for damages, for whatever reason, is excluded, unless there is intent or gross fault of MULTITRAY or her (executive) subordinates. In the latter case the liability of MULTITRAY is in any case limited to a maximum of the purchase price of the goods involved. MULTITRAY will never be held liable for consequential damages.
13.2 Client will indemnify MULTITRAY for all claims of third parties for liability regarding damage as a result of services provided by MULTITRAY if and as far as the damage was caused by negligence of client, subordinates of client or others used by client in the framework of agreement(s) made with a client. Client is obliged to compensate all damages suffered by MULTITRAY in this respect, including the (full) costs of defense.
13.3 Client can not derive any rights from advice given by or on behalf of MULTITRAY. Also not giving advice in those cases, where client believes, that advice should have been given, client can not derive any rights. Client indemnifies MULTITRAY for all claims of third parties regarding the use of advice given by or on behalf of client.

14 Force Majeure
14.1 MULTITRAY is not obliged to fulfill any obligation towards the client if MULTITRAY is hindered to do so as a result of a circumstance which is not due to fault, and which is not for its account by virtue of the law, a legal act or generally accepted practice.
14.2 For the purposes of these general conditions, force majeure is defined, in addition to what is understood in law and jurisprudence, as any circumstance beyond the will and control of MULTITRAY, whether or not foreseen at the time of entering into the agreement, as a result of which fulfillment cannot reasonably be required of MULTITRAY, including but not limited to: war, riots, floods, weather conditions, government measures, lack of raw materials, factory or transport disturbances of any kind, delay or interruption of work within the company of MULTITRAY, strikes, exclusion or lack of personnel, quarantine, epidemics, non-delivery of and/or shortcomings in necessary materials and semi-manufactured products to MULTITRAY by third parties and other unforeseen circumstances, also in the country of origin of these materials and semi-manufactured products, which disrupt the normal course of business and delay the execution of an order or make it reasonably impossible, fire, defects, accidents etc.
14.3 Force majeure gives MULTITRAY the right to either terminate the agreement completely or partially with immediate effect in writing, or to suspend the execution of its obligations, without being held liable for any damages. With regard to the already executed part of the agreement, client remains liable for payment.
14.4 The Client shall not be entitled to compensation for damages suffered or to be suffered as a result of the suspension or (partial) termination within the meaning of this article.

15 Confidentiality/ Intellectual Property Rights
15.1 Client commits to complete confidentiality of all data and information concerning MULTITRAY or its business, such in the broadest sense of the word, both during and after termination of the agreement and the relationship between parties, insofar as such data has been provided in confidence or is of an apparent confidential nature. The use for aforementioned data and information is subject to the General Data Protection Regulation (AVG).
15.2 MULTITRAY retains – also within the framework of the agreement – all rights and authorities that are entitled to her under the Copyright Act and other intellectual laws and regulations. MULTITRAY has the right to use the knowledge gained by execution of the agreement for other purposes as well, as long as no strictly confidential information of the customer is brought to the knowledge of third parties.
15.3 If MULTITRAY manufactures and/or assembles goods according to drawings, samples, models or other instructions in the broadest sense of the word, received from client or through him from third parties, client guarantees that for the manufacturing and/or delivery and/or assembly of these goods there is no infringement on (intellectual property) rights of third parties. Client indemnifies MULTITRAY for any claims in this regard.
15.4 If a customer objects to the manufacture and/or delivery and/or assembly of the goods in question on the basis of a right referred to in paragraph 2 of this article, MULTITRAY is entitled to immediately stop the manufacture and/or assembly and/or delivery of those goods. In that case, the customer is obliged to reimburse MULTITRAY for costs incurred, without prejudice to MULTITRAY’s right to full compensation for damages. MULTITRAY is not bound to any damages to principal.

16 Violation/Fine
16.1 If Client fails to fulfill its obligations under the contract, it will forfeit to MULTITRAY an immediately payable fine of EUR 12,000 for each violation, plus an immediately payable fine of EUR 250 for each day that the violation continues, without prejudice to MULTITRAY’s right to claim full damages.

17 Transfer of rights and obligations
17.1 MULTITRAY is entitled to transfer all rights and obligations from the agreement with client to a third party. Client agrees to this already now and then.

18 Place of fulfillment
18.1 MULTITRAY’s place of business is the place where Client must fulfill its obligations to MULTITRAY.

19 Applicable law
19.1 All disputes, which arise as a result of agreements between client and MULTITRAY or further agreements, which may be the result thereof, including those with a foreign client, will, in cases in which the judge is addressed, in the first instance only be able to be brought before the competent judge of the place of establishment of MULTITRAY. At all times and under all circumstances Dutch law is applicable.