In the absence of explicit statement to the contrary, the terms used in these general terms and conditions are defined as follows:
W.G. van der Zanden: The private limited liability company (“Besloten vennootschap met beperkte aansprakelijkheid”) W.G. van der Zanden B.V. established under Dutch law at Oppermanstraat 33, (3194 AC) Hoogvliet Rotterdam, postal address: PO Box 275, (AG 3190) Hoogvliet Rotterdam, registered with the Trade Register of the Chamber of Commerce under number: 24173438, VAT number: NL0072.06.550.B01, seller and the user of these general terms and conditions.
Buyer: each party (natural or legal person) who enters into agreement with W.G. van der Zanden or to whom W.G. van der Zanden has issued an offer to which these general terms and conditions (hereinafter: “these conditions”) apply.
Agreement: each agreement, no matter in which way it is realized, between W.G. van der Zanden and the buyer, any amendment or supplement thereto, and all (legal) acts in preparation and implementation of that agreement.
Assignment: every assignment to perform services or deliver goods by W.G. van der Zanden to the buyer, which is established between W.G. van der Zanden and the buyer on the basis of an agreement. The applicability, in every way, of Article 7:404, 7:407(2) and 7:409 of the Dutch Civil Code is expressly excluded.
Delivery periods agreed are not fatal deadlines, unless explicitly agreed otherwise in written. In the case of late delivery, the buyer must notify W.G. van der Zanden of default in writing, with due observance of a reasonable time frame, before W.G. van der Zanden can be in default. A term agreed on starts to run when the buyer all, by W.G. van der Zanden, requested information has provided to W.G. van der Zanden.
Moreover, a delivery period agreed on is always under the condition of undisturbed labour conditions and material supply, undistorted transport and timely delivery by suppliers of W.G. van der Zanden, as such that W.G. van der Zanden is able to keep the time of delivery.
If W.G. van der Zanden and the buyer have agreed on a specific price, W.G. van der Zanden will nevertheless be entitled to increase the price associated to cost price increasing factors that occur from the moment of conclusion of the contract. The buyer is obliged to pay the resulting higher price instead of the originally agreed price.
In the absence of mandatory rules of law to the contrary, the court of Rotterdam has exclusive competent jurisdiction in all disputes, arising between W.G. van der Zanden and the buyer, wherein the parties cannot reach a mutually agreed solution. W.G. van der Zanden remains also entitled to summon the buyer before the competent court of the domicile of the buyer.
All agreements or legal relationships between W.G. van der Zanden and the buyer, and all potential deriving disputes thereof, shall be exclusively governed by the laws of the Netherlands. The aforementioned also applies when a legal relationship is wholly or partly endorsed abroad or when a party involved in an agreement or legal relationship has its domicile abroad. The Vienna Sales Convention is expressly excluded.