Terms & Conditions
General terms and conditions of Half Moon Bay B.V., De Vest 60, 5555 XP Valkenswaard (Netherlands), Chamber of Commerce number 82553203
Article 1: Applicability
- These Terms and Conditions apply to all offers made by Half Moon Bay B.V. (‘Half Moon Bay’) to third parties, all agreements they conclude and all agreements that may result therefrom, all this in so far as Half Moon Bay is offeror or supplier and the other party (‘Customer’) is the (potential) purchaser of the goods of Half Moon Bay.
- In the event of any conflict between the substance of the agreement concluded between Half Moon Bay and Customer and these Terms and Conditions, the provisions of the agreement will prevail.
- All other general terms and conditions are excluded. Any stipulations deviating from these general terms and conditions are only applicable after explicit written confirmation by Half Moon Bay.
Article 2: Offers
- All offers are non-binding and Half Moon Bay may at all times cancel any placed order within 48 hours after receipt.
- If Customer provides Half Moon Bay with data, Half Moon Bay may rely on their accuracy and completeness and is entitled to base its offer on those data.
- Unless explicitly stated otherwise, the prices stated in the offer are based on delivery ex works from Half Moon Bay’s place of establishment. Prices are exclusive of VAT and packaging.
Article 3: Advice and information provided
- Customer cannot derive any rights from advice or information it obtains from Half Moon Bay if this does not relate to the
- If Customer provides Half Moon Bay with data Half Moon Bay may rely on their accuracy and completeness in the execution of the
Article 4: Delivery date
- The delivery date will be set by Half Moon Bay on an approximate
- In setting the delivery date, Half Moon Bay will assume that it will be able to execute its obligations under the conditions known to it at that time.
- The delivery date will only be binding upon Half Moon Bay once agreement has been reached on all commercial and technical details and all necessary data are in Half Moon Bay’s possession, any agreed payment or instalment has been received and all other agreed conditions for delivery have been
- In the event of circumstances that differ from those that were known to Half Moon Bay when it set the delivery date, it may extend the delivery date by such period as it needs to execute its obligations under such circumstances.
- Customer is required to pay all costs incurred by Half Moon Bay as a result of delay affecting the delivery date as referred to in paragraph 4 of this article.
- If the delivery date is exceeded, this will in no event entitle to any compensation of damages nor
Article 5: Transfer of risk
- Delivery will be made ex works from Half Moon Bay’s place of establishment, in accordance with the Incoterms 2020. The risk attached to the goods passes to Customer at the time Half Moon Bay makes the goods available to Customer.
- Notwithstanding the provisions in paragraph 1 of this article, Customer and Half Moon Bay may agree that Half Moon Bay will arrange for transport. In that event, the risk of storage, loading, transport and unloading will be borne by Customer. Customer may insure itself against these
- In the event of a purchase in which a good is exchanged and Customer retains the good to be exchanged pending delivery of the new good, the risk attached to the good to be exchanged remains with Customer until it has placed it in the possession of Half Moon Bay.
Article 6: Price change
- Half Moon Bay is entitled to pass on to Customer any cost-increasing factors occurring after conclusion of the
- Customer will be obliged to pay the price increase as referred to in paragraph 1 of this article at the same time as payment of the principal
Article 7: Force majeure
- Half Moon Bay is entitled to suspend execution of its obligations if it is temporarily prevented from executing its contractual obligations to Customer due to force majeure.
- Force majeure is understood to mean, inter alia, the circumstance of failure by suppliers or transport companies engaged by Half Moon Bay to execute their obligations or to execute them in good time, weather conditions, earthquakes, fire, power failure, loss, theft or destruction of tools or materials, road blocks, strikes or work stoppages and import or trade
- If Half Moon Bay’s temporary inability to execute lasts for more than six months, Customer and Half Moon Bay may terminate the agreement with immediate effect, but only as regards such part of the obligations that has not yet been executed.
- In the event of force majeure where execution is or becomes permanently impossible, both parties are entitled to terminate the agreement with immediate effect as regards such part of the obligations that has not yet been executed.
- The parties will not be entitled to compensation for damage suffered or to be suffered as a result of suspension or termination as referred to in this
Article 8: Warranty
- Unless otherwise agreed in writing, Half Moon Bay warrants the proper functioning of the goods for a period of six months after delivery.
- Customer must in all cases offer Half Moon Bay the opportunity to remedy any defect.
- Half Moon Bay’s only warranty obligation is limited to delivery of replacing non-defective goods or, to Half Moon Bay’s choice, credit Customer for a proportionate part of the invoice amount.
- Goods or parts of goods replaced by Half Moon Bay must be sent to Half Moon Bay on its first request by the Customer, on Customer’s costs.
- Customer may only invoke the warranty once it has satisfied all its obligations to Half Moon Bay.
- No warranty is given if the defects result from:
- normal wear and tear;
- improper use;
- lack of maintenance or improper maintenance;
- modification or repair by Customer or third
Article 9: Non- or late delivery, defects and liability
- In case of non- or late delivery and in case of delivery of defective goods, Half Moon Bay’s liability is limited to the warranty obligation as described in article 8.3.
- If, for any reason whatsoever, Half Moon Bay cannot invoke the limitation in paragraph 1 of this article or if replacement goods cannot be delivered, Half Moon Bay’s obligation to pay damages will be limited to a maximum of 15% of the total order amount (excluding VAT). If the agreement comprises parts or partial deliveries, the obligation to pay damages is limited to a maximum of 15% (excluding VAT) of the order amount of that part or that partial
- Any compensation obligation of Half Moon Bay is limited to direct damage. Any liability for consequential damages (including but not limited to business interruption loss, production loss, transport costs and travel and accommodation expenses) and compensation for loss of profit is excluded.
Article 10: Obligation to complain in time
- Customer can no longer invoke a defect in Half Moon Bay’s execution of its obligations if Customer does not make a written complaint to Half Moon Bay in respect thereof within fourteen days of the date it discovered, or should reasonably have discovered, the
- On pain of forfeiture of all rights Customer must submit complaints regarding the amount invoiced to Half Moon Bay in writing within the payment deadline.
Article 11: Payment
- Customer can only make a valid payment by transfer to the bank account designated for that purpose by Half Moon Bay.
- Unless agreed otherwise, payment will be made within thirty days of the date of the invoice, in such a way that the amount due must be credited to Half Moon Bay’s bank account within this period.
- Any right of Customer to set off or suspend amounts it is owed by Half Moon Bay is excluded.
- Irrespective of whether Half Moon Bay has fully executed the agreement, any amount that is or will be owed to it by Customer under the agreement is immediately due and payable if:
- a deadline for payment has been exceeded;
- an application has been made for Customer bankruptcy or suspension of payments;
- attachment is levied on Customer goods or claims;
- Customer (a company) is dissolved or wound
- Customer (a natural person) requests to be admitted to statutory debt rescheduling, is placed under guardianship or
- If payment is not made within the agreed payment deadline, Customer will immediately (without the need of any reminder) owe interest to Half Moon Bay at an interest rate of 8% per annum. When calculating interest, part of a month is regarded as a whole
- Half Moon Bay is authorised to set off any debt to Customer with amounts owed by Customer to Half Moon Bay or to companies affiliated with Half Moon Bay. In addition, Half Moon Bay is authorised to set off amounts owed to it by Customer with debts to Customer of companies affiliated with Half Moon Bay. Further, Half Moon Bay is authorised to set off its debts to Customer with amounts owed to Half Moon Bay by companies affiliated with Customer. Affiliated companies are understood to mean the companies belonging to the same group, within the meaning of Article 2:24b Dutch Civil Code, and participating interests within the meaning of Article 2:24c Dutch Civil
- If payment is not made within the agreed payment deadline, Customer will compensate Half Moon Bay for all extrajudicial costs, calculated as 15% of the order value but with a minimum of € 250, without Half Moon Bay’s right to claim the actual extrajudicial costs as far as they exceed the above.
- If judgment is rendered in favour of Half Moon Bay in legal proceedings, all costs that it has incurred in relation to these proceedings will be borne by Customer.
Article 12: Security and retention of title
- Irrespective of the agreed payment conditions, Customer shall provide security for any outstanding payment obligation if that is justified on reasonable grounds in the opinion of Half Moon Bay.
- If the Customer fails to comply with such demand within the period set by Half Moon Bay, it will immediately be in default. In that event, Half Moon Bay is entitled to terminate the agreement and to recover its damage from Customer.
- Notwithstanding any other provision in these General terms and conditions, Half Moon Bay shall retain ownership and title to all goods it delivered to Customer until Customer has made full and final payment of all amounts (including interest, costs and penalties) that it owes to Half Moon Bay under all agreements entered into between Half Moon Bay and Customer, including all joint obligations and all claims by Half Moon Bay based on default on the part of Customer with regard to any of these agreements. Nevertheless, Customer may, in the ordinary course of its business only, sell these products under Half Moon Bay’s retention of title.
- Customer shall at its own expense obtain adequate insurance coverage for the goods under Half Moon Bay’s retention of title. This coverage shall be for loss, theft and any other risks for which insurance is ordinarily obtained in the country in which Customer has its headquarters and/or storage warehouse. Customer will present a copy of the insurance policy as well as proof of payment of the insurance premium at Half Moon Bay’s first request.
- As long as any delivered goods are subject to Half Moon Bay’s retention of title, Customer shall not grant a pledge on the goods or encumber them in any way.
- Once Half Moon Bay has invoked its retention of title, it may take possession of the goods delivered. Customer will lend its full cooperation to this
- Half Moon Bay has a right of pledge and a right of retention in respect of all goods that are or will be held by it for any reason whatsoever and for all claims it has or might acquire against Customer in respect of anyone seeking their
Article 13: Termination of the Agreement
- If Customer wishes to terminate the agreement without Half Moon Bay being in default, and Half Moon Bay agrees to this, the agreement will be terminated by mutual consent. In that case, Half Moon Bay is entitled to compensation for all financial loss, such as loss suffered, loss of profit and costs
Article 14: Applicable law and competent court
- Dutch law exclusively applies to all agreements between Half Moon Bay (acting as offeror or supplier) and Customer (acting is purchaser) and to these General terms and conditions.
- Any dispute arising out of any agreement between Half Moon Bay and Customer shall be submitted exclusively to the competent court of Half Moon Bay’s place of establishment, unless this is barred by a mandatory legal provision or unless Half Moon Bay submits the matter to another competent court according to statutory rules of jurisdiction.
- Applicability of the Vienna Sales Convention (C.I.S.G.) is explicitly excluded.