The general terms and conditions of Di Santo B.V.
Article 1 – General
1.These are the general terms and conditions of Di Santo BV, having its registered office
and principal place of business at Nieuwland Parc 69, Papendrecht (KVK 63336022),
hereinafter referred to as Di Santo.
2.The general conditions are applicable to all contracts, bids, offers, orders, deliveries,
invoices and other legal relationships between Di Santo and her customers, suppliers and
3.These conditions keeps all terms and conditions of sale from the suppliers and/or
customers intact so far as if one or more of the provisions of these general terms and
conditions or of the accompanying contract are invalid or set aside, the remaining provisions
of these general terms and conditions and the contract shall remain applicable in full.
4. Di Santo may consider the address of a contracting party at the time of concluding an
agreement as the right address until the contractor notifies Di Santo as such in writing per
registered mail. All letters, reminders, summonses, notices, writs and notices delivered shall
be construed as sound and legally valid if sent to the first address given or delivered, as long
as the new address is not changed in the prescribed manner.
5. Dutch law is applicable to all agreements stated by Di Santo to which these conditions
apply. Differences that arise in respect of or in connection with contracts negotiated by Di
Santo to which these conditions apply, be settled by the Court in Limburg. Di Santo,
however, remains authorized in summoning the counterparty according to the law or
applicable international treaty abled judge.
A. SALE BY DI SANTO
Article 2 – Offers and prices
1. All quotations and offers from Di Santo are non-binding, unless expressly indicated in
writing to the contrary.
2. Di Santo is firstly bound to an offer or quotation, if this is confirmed in writing by a duly
authorised person. The other party is bound to an agreement as soon as Di Santo has
notified them in any manner, to close an agreement or to commence the execution thereof.
3. All prices quoted by Di Santo are based on the underlying rates, levies, premiums and
other costs of Di Santo. If one of those underlying factors outside the direct influence of Di
Santo modifies, or is being modified before delivery has occurred then Di Santo has the right
to change the price agreed with the customer. If Di Santo raises the agreed price with more
than 10% increases, the buyer has the right within 14 days after the price increase by Di
Santo to dissolve the agreement in writing.
If, however, Di Santo has already begun with the implementation of the agreement, for the
dissolution is relied upon, the customer is obliged to comply with the agreement against the
original price, as far as this has already been carried out, unless Di Santo agrees to
dissolution, which is in free choice of Di Santo.
Article 3 – Research financial strength
Di Santo has the right to the financial health of the other party to investigate and, if they
consider it necessary, to ask for the execution by the other party of its obligations under the
agreement. The buyer will be the sureties on the first request from Di Santo.
Article 4 – Inspection of goods and delivery
1. The recipient of goods from Di Santo has the right to inspect the goods at his own expense
or by an expert. Di Santo sells goods only in the condition it is currently in.
2. The goods sold are delivered by Di Santo on her own site or where the goods are stored.
All goods are after delivery, starting from the moment with commencing a delivery, at the
expense and risk of the customer and Di Santo gives no guarantee of quality, size, weight or
suitability of the goods.
3. All costs of transport, transportation, as well as the loading and unloading of the goods
sold to or at the place of destination, are at the expense of the customer unless otherwise
agreed in writing. If relevant to the transport, transport or loading or unloading otherwise
agreed, paragraph 2 preceding this paragraph regarding the transition of risk remains
Article 5 – Delivery times
1. Goods will be delivered by Di Santo sold within the agreed period of delivery. If delivery
will take place later then agreed, the buyer will grant a reasonable additional term of at least
four weeks to Di Santo for the delivery. Late delivery by Di Santo gives the buyer no rights for
compensation for the damage suffered by him, directly or indirectly, or consequential
2. In the case of late delivery, the customer will notify Di Santo in writing per registered letter
in which he will set a time limit to Di Santo to resume delivery, taking in account the
provisions of the preceding paragraph. After expiry of the said time limit, the customer has
the right to terminate the agreement without any right for compensation from Di Santo, also if
the customer still desires to proceed he is not entitled to receive reimbursement of any
directly or indirectly or consequential suffered damages.
Article 6 – Insurance
Di Santo will insure her sold goods against risks related to storage location of Di Santo or
transport for the account and risk of Di Santo. All damage caused after delivery that are not
reimbursed by the insurance company to Di Santo is the sole responsibility of the customer.
Article 7 – Advertising
1. Any claims concerning goods supplied by Di Santo should be reported within fortyeight
(48) hours to Di Santo with a written confirmation containing full indication of the nature and
extent of the complaint within eight (8) days.
2. If a complaint is found justified by Di Santo then Di Santo has the right to retrieve
property, provided that payment is fullfilled and deliver in substitute equivalent goods or
reimburse the buyer the value of the goods delivered originally by Di Santo, with a maximum
of the invoice. Further compensation of damage from Di Santo is only held, as far as, and to
the amount of, the insurance company is covering and transfers the payments.
3. If it is agreed that any complaints are for the account and at the risk of a supplier of Di
Santo, then Di Santo will transfer its claim from supplier to the buyer.
4. Without prejudice to article 4.2, slight differences in quality, size, weight or qualification,
this only at the discretion of Di Santo, are no grounds for advertising, in relation to the written
Article 8 – Retention of title and power of disposal
Di Santo is always entitled to claim payment in advance for its goods that needs to be
delivered. All goods supplied by Di Santo remain its property until the buyer has complied
fully all outstanding invoices, including interest and costs, therefore also invoices related to
previously delivered goods, as well as claims in respect of failing in fulfilment of the
agreement or prior agreements. The customer is not entitled to have the goods in question in
any way, not even in exercise of his profession or business, nor is he entitled to transfer the
goods to a third party, make it available, otherwise make use of, dispose or object to, without
prior written permission of Di Santo.
Article 9 – Force majeure
If Di Santo is unable to deliver, due to force majeure or facts or circumstances beyond its
control, the agreement between the parties and/or periods referred to in these terms and
conditions, will be suspended until the force majeure situation has been lifted. In case Di
Santo is of the opinion that the force majeure situation is of lasting nature, it has the right to
terminate the agreement with immediate effect. In case of Di Santo lifting the force majeure
situation to abide with following an order, in case Di Santo decides to rescind, Di Santo can
never be held accountable to any compensation or reimbursement of consequential
Article 10 – Payment
1. The customer must pay all invoices from Di Santo, without discount, unless otherwise
agreed in writing, within the time limit set on which invoices to pay by transfer to bank or
giroaccount of Di Santo or cash at the offices of Di Santo. If no period is specified then
invoices must be payed within fourteen (14) days starting from the date of the invoice,
using the determined currencydate and crediting of the bank of Di Santo.
2. All payments received are first withdrawn from the open invoices for interest and costs,
and only then on the oldest open invoice for delivered goods.
3. In the event of late payment, the customer shall be liable without further notice of default,
interest shall be added legitimately with 1.5% per month of the due amount, where a part of a
month is considered as an entire month.
4. The customer is not entitled to offset any payment obligation to Di Santo or compensate
with any claim to a payment obligation, subject to the prior written consent of Di Santo.
5. If the customer is not paying, or does not pay on time then Di Santo has the right to her
total claim against the buyer including the at that time not yet affordable invoices. The cost of
debt collection are the sole responsibility of the buyer that includes the extrajudicial collection
costs which is a minimum of 15% of the claimed amount with a minimum of € 125,- per case.
6. If the customer is not paying, or does not pay on time, or otherwise fails to comply with its
obligations, or is not on time, then Di Santo is entitled to suspend its obligations to the buyer
or to dissolve the agreement with the customer. In the latter case, the customer will
compensate suffered damages by Di Santo as a result of not continuing the agreement.
Damage due to loss of profit shall in that case be fixed on 20% of the purchase price.
Article 11 – Liability
Without prejudice to the preceding provisions Di Santo will never be liable towards the buyer
or any third party for damages of any nature whatsoever, caused by or in connection with the
goods supplied by Di Santo. The buyer indemnifies Di Santo against any claims by third
parties in that respect. In addition, under any circumstances, at all times, regarding the
damage or consequential loss which is covered under the insurance referred to in article 6
and in so far as payment is actually transferred by the insurance company, for and up to the
amount, for which cover is granted, the customer first has to appeal to his own insurance
before any claim can be made on the insurance of Di Santo. Furthermore, Di Santo, without
prejudice to the above, will keep compensation to a maximum of the amount for which Di
Santo has or has been invoiced, Di Santo is never liable to any compensation for damages,
including consequential damages.
B. PURCHASE BY DI SANTO
Article 12 – Orders and assignments
1. Orders and assignments by Di Santo are only binding if confirmed in writing signed by a
representative listed in the trade register.
2. Di Santo has the right to cancel any orders in whole or in part or to withdraw as long as the
relevant supplier or contractor fails to supply the ordered goods or services in whole or in
Article 13 – Not or not proper fulfilment
1. If Di Santo is of the opinion that a assignment does not or has not been properly
performed, or goods not properly delivered, then Di Santo has the right to suspend payment
until proper execution or delivery has taken place.
2. In the event of culpable non-compliance by the supplier or contractor, Di Santo has the
right to fulfilment or dissolution of the contract granting reimbursement to the suffered
damage or oncoming suffering of damage with a minimum of 25% of the contractually agreed
Article 14 – Interest payment and prescription
1. Accepted supplies of goods and services will be paid by Di Santo within 3 months. Di
Santo will first be required to pay the legal interest effective from the time after the payment
is summoned in writing. Di Santo will never be bound to a payment of extrajudicial collection
costs or to interest at a rate higher than the official interest rate.
2. Claims for payment by suppliers of goods or services should be submitted within one year
of delivery at Di Santo. The claims are considered to be barred or expired after expiry of that
Article 15 – Transfer Obligations
Di Santo is entitled to transferring its obligations from an agreement to a third party. If the
supplier or contractor does not agree to this, Di Santo should be notified in writing within a
week after notice of the acquisition. The agreement between the parties is then dissolved,
and parties have to give back what they received from each in the framework of the
Article 16 – Proper Performance
A supplier or contractor is always responsible for proper quality of his deliveries and works
and should, in particular, hold responsibility for the damage that the customers and legal
successors are suffering under special title by Di Santo, due not or not properly performing.