1.1 These General Terms and Conditions shall apply to all offers by and agreements with the Company and its legal
successors, as well as to associated companies or with said successors (together as well as individually hereinafter
also called: the Company), relating to the delivery of goods by the Company to the party the offer is addressed to or the
other party concerned (hereinafter: the Customer).
1.2 The applicability of the Customer’s general terms and conditions is hereby explicitly rejected.
1.3 Any stipulations deviating from these General Terms and Conditions shall only apply in the event that and insofar as
they have been accepted by the Company in writing.
Any offer made by the Company shall be without prejudice and subject to contract; this shall also apply in the event
that said offer includes a period for acceptance, unless explicitly provided for to the contrary in writing.
3.1 An agreement, in this article also including any changes and/or additions thereto, shall not be binding until agreed
upon in writing, except in the event that the Company has started the execution of the contract beforehand.
3.2 An agreement is concluded in writing at the moment when the contract is signed by the board of management of the
Company and by the Customer, or on the date of dispatch (by post and/or by telefax) by the Company of the written
order confirmation signed by its board of management, or of the Company’s invoice. Promises made by and
arrangements with subordinates of the Company shall not bind the Company, unless these have been confirmed by the
board of management of the Company in writing.
3.3 The contract represents the contents of the agreement completely and correctly. The order confirmation by the
Company or the Company’s invoice shall be considered to represent the contents of the agreement correctly, unless
the Customer protests against its contents forthwith in writing and motivated.
3.4 Slight deviations with customary tolerances shall be permitted at the execution of the agreement.
3.5 Unilateral cancellation from the side of the Customer shall be null and void, unless the Company agrees to such
cancellation in writing.
4. Notices, Information and Statements
Notices, information, statements and samples made or supplied by the Company, in whatever form or nature, shall only
be indicative and shall never bind the Company, unless the agreement explicitly provides for the contrary.
The Customer shall observe confidentiality towards any third party in the broadest sense of the word regarding any and
all business information relating to the Company, which has been brought or come to his knowledge by the Company
and/or within the framework of the offer or the agreement.
6.1 The prices stated and/or agreed upon by the Company shall be exclusive of taxes – including Value Added Tax (“
B.T.W.”) – and levies, and shall be based on the Terms and Conditions (of delivery) as mentioned in the following
6.2 In the event no Value Added Tax (“B.T.W.”) or other taxes or levies are due because the goods are destined for
delivery within the European market, those taxes shall nevertheless be charged, but shall be credited if the Customer
proves that a delivery as referred to in this paragraph has indeed taken place.
6.3 Insofar as the stated and/or agreed prices are based on the weight of the goods, this weight shall be determined by
the weighing carried out by the Company before the delivery, using calibrated weighing apparatus. The Customer shall
have the right to be present at said weighing, provided the delivery shall not be delayed because of this. The Customer
shall take the initiative thereto himself in good time.
6.4 The Company shall have the right to increase the stated and/or agreed prices in the event of an increase in prices of
goods, raw materials or parts to be obtained from third parties, wages, national insurance contributions, freight,
insurance premiums or other cost price factors (including changes in foreign exchange) and charges (including import
and transit duties). In the event that a price increase takes place within three months after the conclusion of the
agreement, the Customer who is also a consumer shall be entitled to dissolve the agreement.
6.5 In the event that the stated and/or agreed prices are (also) based on restitutions of levies and/or on subsidies,
whereas these are not obtained for whatever reason, the Company is entitled to adjust the prices accordingly.
7. Delivery , Delivery period ,Delivery time
7.1Unless explicitly agreed upon otherwise, the delivery shall be made “Ex Works” (EXW) from the premises of the
Company. The interpretation of the terms and conditions of delivery shall be determined by the most recent edition at
the time of conclusion of the agreement of the Incoterms,as issued by the International Chamber of Commerce.
7.2 The delivery period shall commence at the latest on:
– the date of conclusion of the agreement;
– the date at which the Company has at its disposal all the documents, information, permits, exemptions, approvals,
allocations, etc, needed for the delivery of the goods;
– the date of receipt of a prepayment by the Company and/or the date of provision of a security the Company is
entitled to in accordance with the agreement.
7.3 The delivery period shall be based on the circumstances applicable at the time of conclusion of the agreement and
on the timely delivery of the materials and goods ordered by the Company for the execution of the agreement. In the
event that any delay arises as a result of changes in these circumstances or because the materials and/or goods timely
ordered for the execution of the agreement have not been delivered in time, the delivery period shall be extended to
such a degree as is reasonable, taking all circumstances into consideration.
7.4 The delivery date of the goods shall be the moment in time when the goods, with the exception of unimportant parts,
are ready for shipment, and the Company has informed the Customer thereof, or the time when the goods have left the
premises of the Company to be forwarded to the Customer.
7.5 The Company shall be entitled at all times to make partial deliveries, unless explicitly agreed upon otherwise.
7.6 The delivery date shall not be considered to be a firm date, unless explicitly agreed upon otherwise. In the event of
attributable exceeding of the delivery date, a notice of default shall always be required. The Customer cannot derive any
rights from attributable exceeding of the delivery date insofar as a term of three (3) months is not exceeded.
7.7 In the event that the Company is in default with regard to the delivery date, the Customer shall only have the right to
dissolve the agreement. In that case prepaid amounts shall be refunded, without any compensation for interest,
8.1 In all cases and irrespective of the agreed terms and conditions of delivery, the Company shall be entitled to have
the goods transported, unloading inclusive, at the expense and risk of the Customer, in a manner to be determined by
the Company and using means of transportation at the Company’s option.
8.2 The Company shall not be responsible for (the use by the Customer of) any documents (provided by the Company)
for the transportation of the goods to the place of destination.
8.3 At the first request of the Company, the Customer shall provide all necessary securities for the documents needed
to transport the goods to the place of destination.
8.4 In the event that circumstances beyond the control of the Company prevent the goods from being transported to or
onto respectively delivered at the agreed place, or in the event that the Customer fails to take delivery of the goods, the
Company shall have the right – at its option – either to take the products back or to store the goods (or have them
stored) at the expense and risk of the Customer. Any costs of return shipment and storage shall be payable by the
Customer, while the Customer shall furthermore be obliged to fulfil his obligations to the Company as if delivery had
taken place. The costs referred to here shall be determined in advance by the Company and the Customer jointly at 15
per cent at least of the agreed price,without prejudice to the right of the Company to compensation of the actual costs
should these be higher.
9.1 Packaging for single use shall not be taken back by the Company. The Company shall have the right – at its
option – to take back or not take back packaging for repeated use.
9.2 The Company shall have the right to charge the Customer for packaging for repeated use as a separate item on the
invoice, together with the delivered goods.
9.3 In cases referred to under paragraph 2 of this article, the Company shall send a credit invoice crediting the invoiced
amount to the Customer for packaging returned to the Company at the Customer’s expense upon receiving said
packaging, unless the returned packaging is in a condition inferior to the one at the time of acceptance by the
Customer, in which case the amount credited shall be reduced accordingly.
9.4 Only upon receipt of the credit invoice shall the Customer be entitled to deduct the value of the returned packaging,
to the amount credited to him, from the amount he owes the Company
9.5 Damage to goods caused by destruction/damage of the packaging shall at all times be at the Customer’s risk.
10. Risk and Transfer of Property
10.1 The Customer shall bear the risk of any and all direct and indirect damage that may be caused to the goods,
immediately after the goods are considered as delivered.
10.2 The Company shall retain ownership of all delivered goods until any debts payable by the Customer with regard to
goods delivered or to be delivered by the Company to the Customer under any agreement, as well as with regard to any
failure in the performance of such agreements by the Customer, shall be fully satisfied.
10.3 The Customer is obliged to store the goods delivered under retention of title with the necessary care, and to store
them as identifiable property of the Company. The Customer shall furthermore be obliged to insure the goods against
damage or loss, by whatever reason, during the period of retention of title. Said insurance shall designate the Company
as (co-)insured with an independent right of claim towards insurer(s), and the Customer shall make the policies of these
insurances available for inspection to the Company upon request. Upon request of the Company, all claims of the
Customer on the insurers pursuant to the insurances referred to above shall be assigned to the Company, or a right of
pledge shall be granted to the Company.
10.4 The Company shall be entitled to repossess any goods delivered under retention of title that are still present at the
Customer’s forthwith and without prior notice of default, in the event that the Customer fails in the performance of his
obligations. The Customer irrevocably authorises the Company to exercise this right to repossess insofar as is
10.5 In the event that and insofar as the Company has exercised its right to repossess as referred in the preceding
paragraph, the agreement shall be dissolved wholly or for a proportionate part without any judicial intervention, without
prejudice to the right of the Company to compensation of damage and costs. The Customer shall then be credited with
the market value (which on no account can be higher than the original purchase price), reduced by the damage suffered
and costs incurred by the Company.
10.6 The Customer, exercising his profession or business, shall be entitled, within the framework of his business
operations, to sell and deliver the goods delivered to him under retention of title to third parties. In the event of such
sales, the debt payable by the Customer to the Company regarding the goods resold by the Customer shall become
forthwith and fully due and payable, insofar as said claim was not already due and payable.
10.7 The Customer shall always be obliged to inform third parties of the Company’s retention of title. Furthermore, the
Customer shall be obliged to inform the Company of the whereabouts of the goods and of the person or company said
goods have possibly been sold to, if so required by the Company.
11.1 Unless explicitly agreed upon otherwise in writing, payment of the agreed price shall be made at the time of
formation of the agreement.
11.2 Any and all payments shall be made without deduction or settlement, effectively in the currency as stated on the
invoice. In the event that the Customer alledges to have a claim on the Company with regard to the performance of the
agreement, he will not be discharged from his obligation to pay in the manner agreed.
11.3 In the event that the Company has a well-founded fear that the Customer will not fulfil his obligations, the Company
shall at its discretion be entitled to require sufficient security from the Customer with regard to the fulfilment of the
obligations to pay, before performing or continuing to do so. The Company shall be entitled to suspend the fulfilment of
its obligations until the Customer has given said security.
11.4 In the event that the Customer has not paid at the time or within the period of time referred to in paragraph 1 of this
article, he shall be in default by operation of law and without any prior notice of default being required, and he shall owe
the statutory interest on the amount due and payable from the date at which the payment should ultimately have been
made, without prejudice to any other rights of the Company (explicitly including the right to compensation of loss on
11.5 Any costs, both in and out of court, made by the Company with regard to non-fulfilment, overdue or non-sufficient
fulfilment of his obligations by the Customer, including extrajudicial collection costs and costs of legal assistance, shall
be compensated by the Customer to the Company. The Company and the Customer jointly shall determine the
extrajudicial collection costs in advance at 15 per cent of the principal sum due, without prejudice to the right of the
Company to compensation of the actual costs should these be higher.
12. Return Shipments
It shall not be permitted to return any goods delivered by the Company without the Company’s prior written consent.
Should any return shipments take place, then this shall at all times be done at the expense and risk of the sender.
The Customer shall be entitled to ask the Company to put (a) sample(s) of the goods at his disposal before delivery. If
the Customer refrains from doing so, he shall be considered to agree to the quality and condition of the goods
14. Complaints and Guarantees
14.1 Complaints can only refer to quantity, weight or specification, as well as to non-conformity of the delivered goods
with the sample(s) made available by the Company.
14.2 The Customer shall check forthwith the goods ultimately on arrival.
14.3 Any complaints with regard to relevant defects observable at inspection of the goods, as well as complaints in
connection with quantity, weight or specification shall be made in writing within 24 hours after the delivery, and include a
complete description of the alleged defects, on default of which any claim in this respect shall become void.
14.4 Any complaints with regard to other relevant defects shall be made in writing within 24 hours after their disclosure,
and include a complete description of the alleged defects, however ultimately within three (3) months after the delivery,
on default of which any claim in this respect shall become void.
14.5 Any claim of the Customer with regard to delivered goods shall also become void in the event
(a). the agreement refers to the delivery of used or damaged goods;
(b). the goods have been processed or the goods are otherwise not (or no longer) identifiable as originating from the
(c). the defects are (also) caused by normal wear and tear, inexpert and/or incorrect reatment, use and/or storage or
maintenance of the goods;
(d). the Customer has not forthwith given the Company the opportunity to investigate the complaints and to fulfil its
(e). the Customer has not, not in time or not sufficiently, fulfilled any obligation resting with him.
14.6 In connection with any parts and/or goods obtained from third parties which have not been treated by the
Company, the Customer can only assert his claims against the Company insofar as the Company, in its turn, can
assert any claims against its supplier. Should this be the case, the Company shall at any rate be discharged with
respect to the Customer by transferring its rights with respect to its supplier to the Customer.
14.7 The Customer is not entitled to assert any rights against the Company in the event that he can also directly assert
the rights with regard to the defects concerned against the manufacturer.
14.8 Without prejudice to the provisions in the previous paragraphs of this article, in the event of timely and justifiable
complaints, the Company shall only be obliged – at its option – to either repair the goods, proceed to redelivery or to
credit the Customer for the defective goods. These General Terms and Conditions shall apply unimpaired to redelivery.
15.1 The Company’s liability under the agreement shall be limited to fulfilment of the obligations described in the
agreement, in particular the obligations described in the previous article.
15.2 The Company’s liability shall never cover business damage or any other indirect damage.
15.3 With the exception of gross negligence or intent, the Company shall never be liable for direct or indirect damage,
including business damage, resulting from the infringement of any intellectual or industrial property rights, licences or
any other rights of third parties.
15.4 Should the Company be held liable by any third party/parties for any damage for which the Company is not liable
pursuant to these General Terms and Conditions or otherwise, then the Customer shall be obliged to hold harmless and
indemnify the Company against such damage and liability and to compensate it for any possibly ensuing costs, damage
15.5 The limitations and exclusions of liability, as well as indemnity stipulated for the Company itself in the above
paragraphs are also stipulated for and on behalf of its employees, any other person employed by it within the framework
of the agreement, as well as for the persons from whom the Company obtains delivered goods and/or parts.
16. Force Majeure
16.1 The term force majeure in these terms and conditions shall mean any circumstance beyond the
Company’s control, whether or not foreseeable at the time of conclusion of the agreement,
which permanently or temporarily prevents fulfilment of the contract, and, insofar as these are
not yet included, war, danger of war, civil war, revolt, strike, employees’ lock-out, freight problems , fire, weather
conditions preventing work and other interruptions of the Company’s
operations or of the operations of the Company’s suppliers, as well as default of the Company’s
16.2 In the event of impediment to the performance of the agreement as a result of force majeure, the Company shall
have the right without any judicial intervention, either to suspend the execution of the agreement for a maximum of three
(3) months or to wholly or partially dissolve the execution of the agreement, without the Company being obliged to pay
17. (Threatening) Failure
In the cases provided for by the Law, as well as in the event that the Customer does not, not in time or not sufficiently,
fulfil one or more obligations arising for him from the agreement, including the provisions in these General Terms and
Conditions, or in the event that there is serious doubt as to the Customer being able to fulfil his contractual obligations
towards the Company, as well as in the event of bankruptcy, suspension of payments, complete or partial stoppage of
work, liquidation, transfer or encumbrance of the Customer’s business, including the transfer or pledging of an
important part of his accounts receivable and furthermore in the event that any goods of the Customer are attached
before judgement or in execution, the Company shall have the right, without notice of default or judicial intervention,
either to suspend the execution of the agreement for a maximum of three (3) months, or to partially or wholly dissolve
the agreement, such without being liable to any compensation or guarantee, and without prejudice to any of its other
18. Suspension + Dissolution – Consequences
18.1 In the event of the Company’s suspension of its obligations, it shall be authorised – and obliged at the end of
the suspension period – to opt for execution or complete or partial dissolution of the agreement.
18.2 In the event of suspension or partial dissolution by virtue of the provision of the previous article, the agreed price
shall be forthwith due and payable, after deduction of any costs not incurred by the Company as a result of the
suspension or the partial dissolution. In the event of partial dissolution the Customer shall furthermore be obliged, after
the payment of the amount due pursuant to the previous sentence, to take possession of the goods covered by that
payment, failing which the Company shall have the right to have these goods stored at the risk and expense of the
Customer, or to have them sold at his expense.
18.3 In the event that the Customer returns the goods received by him from the Company after dissolution of the
agreement, said returning of the goods shall at all times be at the risk and expense of the Customer, until said goods
have been taken possession of by the Company.
19.1 In the event that one or more stipulations of the agreement, including stipulations of these General Terms and
Conditions, are null and void or become legally invalid, the remaining provisions of the agreement shall remain in force.
Parties shall consult on the stipulations which are null and void or have become legally invalid, in order to make an
19.2 Should one or more stipulations of the agreement, including the stipulations of these General Terms and
Conditions, be in conflict with mandatory provisions, stipulated by or to be stipulated by a thereto competent authority,
these latter provisions shall be considered to have replaced the relevant stipulations of the agreement.
20. Sisputes and Applicable Law
20.1 With regard to any and all disputes in connection with the agreement, or with regard to further agreements arising
or resulting from or in connection with said agreement, the court in Rotterdam shall have exclusive jurisdiction in the
first instance, unless the Company explicitly opts for the competence of the court of the domicile or in the place of
business of the Customer.
20.2 The agreement, as well as any and all further agreements arising or resulting from or in connection with said
agreement, shall be governed by and construed in accordance with the laws of the Netherlands, with the exception of
the stipulations of the Vienna Sales Convention or any other future international regulation on the purchase of movable
goods of which the applicability may be excluded by parties.
21. Registration and Account Security
21.1 Mineyo.com.my users provide their real names and information, and we need your help to keep it that way. Here
are some commitments you make to us relating to registering and maintaining the security of your account:
(a)You will not provide any false personal information on Mineyo.com.my , or create an account for anyone other than
yourself without permission.
(b)You will not create more than one personal account.
(c)If we disable your account, you will not create another one without our permission.
(e)You will not use Mineyo.com.my if you are under 13.
(f)You will not use Mineyo.com.my if you are a convicted sex offender.
(g)You will keep your contact information accurate and up-to-date.
(h)You will not share your password (or in the case of developers, your secret key), let anyone else access your
account, or do anything else that might jeopardize the security of your account.
(i)You will not transfer your account (including any Page or application you administer) to anyone without first getting our
(j)If you select a username or similar identifier for your account or Page, we reserve the right to remove or reclaim it if
we believe it is appropriate (such as when a trademark owner complains about a username that does not closely relate
to a user’s actual name).
22. Security of Your Personal Data
One of the purposes of our website is to inform you of who we are and what we do. We collect and use personal
information (including name, address, telephone number and email) to better provide you with the required services, or
information. We would therefore use your personal information in order to:
-Respond to queries or requests submitted by you
-Process orders or applications submitted by you
-Administer or otherwise carry out our obligations in relation to any agreement you have with us
-Anticipate and resolve problems with any goods or services supplied to you
-Create products or services that may meet your needs.
-To optimise our services we may wish to use your personal data for direct marketing. As we respect your privacy we
will only use your personal data for this purpose when you are aware thereof and if required we will request your consent
prior to using your personal data for direct marketing. Please note that the supply of personal data by online form by you
Additionally, if at any time you wish us to stop using your information (or the information of another person who may be
identified from your information) for any or all of the above purposes, please contact us as set out below. We will stop
the use of your information for such purposes as soon as it is reasonably possible to do so.
permission unless we are legally entitled or required to do so (for example, if required to do so by legal process or for
the purposes of prevention of fraud or other crime) or if we believe that such action is necessary to protect and/or
defend our rights, property or personal safety and those of our customers or other individuals.
Please be assured that we will not use your information for any of the purposes if you have indicated that you do not
wish us to use your information in this way when submitting the information or at a later stage.