GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY OF GOODFLOW

With its registered office in Utrecht, the Netherlands

 

Version May 2024

 

Lodged at the Registry of the District Court of Utrecht, location Utrecht, the Netherlands.

 

Article 1 – Definitions

In these General Terms and Conditions of sale, the following definitions apply:

Agreement: the agreement between GoodFlow and the Customer based upon which GoodFlow is obliged to make the Delivery.
Customer: any natural person or legal entity with whom GoodFlow enters into an Agreement or with whom GoodFlow is negotiating such an agreement regarding the performance of the Delivery by GoodFlow.
DCC: Dutch Civil Code.
Delivery: the goods, works, and/or services to be supplied by GoodFlow to the Customer under the Agreement.
GoodFlow: GoodFlow B.V. and all affiliated companies of GoodFlow B.V., utilizing and/or referring to these Terms and Conditions.
Parties: GoodFlow and the Customer jointly.
Party: GoodFlow or Customer.
Price(s): the consideration(s) owed to GoodFlow by the Customer for or in relation to the Delivery.
Terms and Conditions: these general terms and conditions of sale and delivery.

 

Article 2 – Applicability

2.1 These Terms and Conditions shall apply to all offers and quotations of GoodFlow, to the Agreement, and to all other legal acts and/or relationships between GoodFlow and the Customer.

2.2 Any modification of or addition to these Terms and Conditions shall be valid only if expressly agreed in writing and/or accepted or confirmed in writing by GoodFlow.

2.3 Any general conditions used by or referred to by the Customer are expressly excluded from applicability. The applicability of such general conditions is explicitly rejected by GoodFlow.

2.4 If any provision of the Agreement differs from or is contradictory to the substance of these Terms and Conditions, the substance of the Agreement shall prevail.

 

Article 3 – Offer, formation of the Agreement

3.1 Quotations and offers of GoodFlow shall always be non-binding and without any obligation and may be subject to cancellation, revocation, or modification at any time.

3.2 No Agreement between GoodFlow and the Customer is considered to be concluded until GoodFlow has expressly accepted an order or instruction from the Customer.
Acceptance will take place by dispatching a written order confirmation by GoodFlow to the Customer or as soon as GoodFlow commences performance of the Agreement for the benefit of the Customer, whichever is earlier.

3.3 All information and data included in offers, correspondence, catalogues, brochures, instructions, directions, and other communications, whether digital or not, are as accurate as possible and only binding if expressly indicated. However, GoodFlow cannot be held responsible for deviations.

3.4 Offers of GoodFlow are based on the data provided by the Customer. The Customer warrants to GoodFlow that these data are accurate and complete and is liable for any additional costs, price increases, delays in Delivery, and other consequences of changes or errors in these data.

3.5 The Customer is deemed to have checked the correctness of the offers and order confirmations of GoodFlow and is obliged to notify GoodFlow in writing of any mistakes or unclarities.

 

Article 4 – Price

4.1 The Price is solely for the Delivery as described in the Agreement. Any extra or other goods, works, and/or services are not included in the Price.

4.2 The Price is exclusive of additional costs such as packaging, shipping, transport, taxes, and VAT, unless otherwise stipulated in the Agreement.

4.3 The Price quoted by GoodFlow is based on the assumptions mentioned in the Agreement. GoodFlow is entitled to adjust the Price if these assumptions prove to be incorrect.

4.4 The Price quoted by GoodFlow is based on factors known at the time of the Agreement. If these factors change, GoodFlow is entitled to adjust the Price.

4.5 An increase in VAT or any governmental tax may be charged to the Customer.

4.6 Unless otherwise agreed, the Price shall be Ex-Works within the meaning of the Incoterms 2020.

 

Article 5 – Payment

5.1 All invoices of GoodFlow shall be paid in accordance with the terms as embodied in the Agreement and/or the offer of GoodFlow, without any reduction.
If no payment term has been agreed upon, invoices shall be paid within 14 days of the date of invoice.

5.2 In the event of late payment, the Customer will be in default by operation of law and will be required to pay statutory interest (within the meaning of article 6:119(a) DCC) with effect from the invoice date.

5.3 The Customer shall pay all demonstrably made judicial and extrajudicial costs that GoodFlow incurs due to the Customer's failure to fulfil its obligations properly and on time.

5.4 On GoodFlow’s first request, the Customer will provide security, for example in the form of a bank guarantee. If such security is not provided, GoodFlow may request advance payments for the Delivery.

5.5 The Customer shall not set off any debt to GoodFlow against any claim on GoodFlow.

5.6 The Customer will have no right of suspension of any of its payment obligations.

 

Article 6 – Delivery, transfer of risk

6.1 GoodFlow may make partial deliveries and issue partial invoices.

6.2 Delivery terms are not final deadlines. Exceeding them does not constitute default and does not entitle the Customer to compensation or dissolution, unless GoodFlow fails to deliver within a reasonable term after written notice.

6.3 Reasonable tolerances apply to delivered quantities. The Customer must accept more or less goods, and prices will be adjusted accordingly.

6.4 The Customer has a purchase commitment. GoodFlow is not obliged to supply and may modify or cancel deliveries if external circumstances justify this.

6.5 Unless otherwise agreed, Delivery will be ex-works (Incoterms 2020).

6.6 Delivery occurs when goods are made available by GoodFlow. Risk transfers to the Customer at that moment.

6.7 If the Customer fails to accept delivery, all related costs and risks will be borne by the Customer.

 

Article 7 – Reservation of ownership

7.1 Ownership remains with GoodFlow until all amounts owed by the Customer have been paid in full.

7.2 If the Customer creates a new good out of GoodFlow’s materials, ownership remains with GoodFlow until obligations are fulfilled.

7.3 The Customer may not pledge or transfer ownership before full payment.

7.4 If the Customer fails obligations, GoodFlow may repossess goods immediately.

7.5 The Customer must store and insure the goods properly.

7.6 In case of attachment, suspension of payment or bankruptcy, the Customer must notify the responsible authorities of GoodFlow’s ownership rights.

 

Article 8 – Complaints

8.1 The Customer must adhere to GoodFlow’s Non-Conformity Policy.

8.2 The Customer must inspect the Delivery immediately. If no objection is made within 24 hours, quantities are deemed correct.

8.3 Complaints must be submitted within eight days after Delivery or the intended delivery date.

8.4 Complaints must include clear descriptions and expert reports. Complaints do not suspend payment obligations.

8.5 If a complaint is valid, GoodFlow may repair, replace, or compensate up to the Price paid.

8.6 Processing the Delivery constitutes unconditional acceptance.

8.7 Customer is responsible for compliance with local laws and obtaining necessary approvals for use of goods.

 

Article 9 – Liability

9.1 Repair or replacement is the sole remedy. GoodFlow is not liable for damages unless caused by willful intent or gross negligence of executive staff.

9.2 Damages must be reported within eight days.

9.3 Legal claims expire one year after Delivery.

9.4 Liability is limited to the Price paid for the Delivery.

9.5 The Customer indemnifies GoodFlow against all third-party claims relating to the Delivery.

 

Article 10 – Intellectual property

10.1 All intellectual property rights regarding the Delivery remain with GoodFlow.

10.2 Goods may only be traded under the brand and specifications under which they were delivered.

10.3 No IP rights are transferred to the Customer.

 

Article 11 – Confidentiality

11.1 Customer must keep all Confidential Information secret.

11.2 Exceptions apply only if the Customer can prove circumstances such as prior possession, public knowledge, third-party disclosure, independent development, or legal obligation.

11.3 Customer must impose the same obligations on employees and third parties.

 

Article 12 – Force majeure

12.1 In case of force majeure, obligations are suspended. If it lasts more than three months, the Agreement may be dissolved.

12.2 Force majeure includes production issues, strikes, transport problems, government measures, failure of third-party performance, war, terrorism, pandemics, and similar events.

12.3 GoodFlow will inform the Customer as soon as reasonably possible.

 

Article 13 – Suspension, dissolution

13.1 Only GoodFlow may suspend or dissolve the Agreement if the Customer fails obligations or in cases of insolvency, liquidation, revoked permits, or asset attachment.

13.2 All claims become immediately due.

 

Article 14 – Assignment

14.1 Customer may not assign rights or obligations without written permission.

14.2 GoodFlow may use third-party suppliers or subcontractors.

14.3 GoodFlow may pledge rights and claims to third parties.

 

Article 15 – Miscellaneous

15.1 Invalidity of any provision does not affect others. Replacement provisions will apply.

15.2 If multiple persons/entities are Customers, all are jointly and severally liable.

15.3 If GoodFlow does not enforce provisions immediately, it does not mean waiver of rights.

 

Article 16 – Applicable law and jurisdiction

16.1 Dutch law applies. Vienna Sales Convention does not apply unless more favourable to GoodFlow.

16.2 Disputes shall be settled by the competent court in Gelderland, location Arnhem.
GoodFlow may choose arbitration by the Dutch Arbitration Institute (NAI), Arnhem.