General Platform Terms of Use

VONWOOD GENERAL PLATFROM CONDITIONS OF SALE AND PURCHASE BETWEEN CONTRACTOR AND SUPPLIER
Effective from and last updated since 7 November 2022

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Capitalized terms used in these General Platform Conditions of Sale and Purchase shall have the meanings set out below:

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"Agreement(s)"

all sale and purchase agreement(s) concluded between the Contractor and the Supplier as a result of the Contractor's purchase of a product from the Supplier via the Platform; 

“Auction”

the process via the Platform in which the Supplier subscribes under certain conditions to a request of a Contractor for a proposal for the sale, purchase and delivery of Products to the Contractor;

"Article(s)"

clause(s) of these General Platform Conditions; 

"Contractor"

the user of the Platform to whom the Supplier sells and delivers products via the Platform;

“General Platform Conditions”

these general terms and conditions of sale and purchase provided for by the Platform and applicable to a Sale and Purchase Agreement; 

"Party" or "Parties"

the Contractor or the Supplier, or the Contractor and the Supplier;   

"Platform"

the website and/or application provided by VonWood through which Contractors can buy products from Suppliers by means of an auction process;

“Product(s)”

the specific wood product the Supplier wishes to sell through the Auction;

"Supplier"

the party that processes wood into the Products and offers those Products to the Contractor at an Auction via the Platform; and 

"VonWood"

VonWood B.V., a private limited liability company incorporated under the laws of the Netherlands, having its registered office in Amsterdam, the Netherlands, and maintaining its principle place of business at IJsbaanpad 2, 1076 CV, Amsterdam, the Netherlands, registered with the Dutch Chamber of Commerce under number 86332376.

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1. Applicability

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1. These General Platform Conditions apply to and form part of the Agreement and all offers made by the Supplier to the Contractor via the Platform.
2. Any other general terms and conditions, by any name whatsoever, applied by the Contractor or the Supplier do not apply to the Agreement. 
3. In these General Platform Conditions, in writing also includes by e-mail or message through the Platform or any other messaging service where applicable. 
4. The specific content of the principal sale and purchase agreement prevails if the specific content of such agreement deviates from the relevant content of these General Platform Conditions.   

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2. Conclusion of Agreements 

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1. Agreements are concluded upon acceptance of a Supplier’s offer via the Platform by the Contractor within the applicable duration of an Auction. 
2. A Supplier may not revoke its submitted offer during an Auction. All non-accepted offers shall expire after the duration of the Auction has ended.
3. The Supplier and the Contractor will receive a confirmation of the conclusion of an Agreement in writing by VonWood, also including the purchase order and the delivery date.

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3. Prices

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1. Unless otherwise agreed in writing, the prices stated by the Supplier or agreed with the Supplier are excluding VAT (if any) and, unless stated otherwise, exclusive of import and export duties, excise duties and other taxes, charges or levies as applicable. 
2. Unless expressly agreed otherwise in writing, the prices are excluding freight and delivery charges, unloading costs and VonWood’s service fee.
3. Any favourable/unfavourable differences at the time of shipment, arrival or delivery are to the benefit or at the expense of the Contractor.
4. The Supplier reserves the right to correct prices quoted by it in case of errors, including, but not limited to printing and clerical errors or omissions. The Supplier is not liable for any losses sustained by the Contractor arising from such errors or omissions.

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4. Payment  

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1. VonWood shall issue an invoice to the Contractor upon conclusion of a Sale and Purchase Agreement covering and detailing the purchase price, the service fee and all costs and expenses. The Contractor is required to arrange for payment of an invoice within 30 (thirty) calendar days from the invoice date.
2. VonWood will pay the purchase price to Supplier as soon as reasonably possible after it has received payment from the Constructor, unless otherwise agreed upon. 

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5. Delivery and transfer of risk

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1. Delivery and transfer of risk shall take place according to the Incoterm 2020 agreed upon in the order. 
2. The Contractor is obliged to ensure good accessibility of the place where the goods are to be unloaded. If the Contractor fails to do so, the costs incurred are at the Contractor's expense.
3. Delivery will come as near as possible to the delivery time, but the delivery time is only to be deemed a target date/ period, not a final deadline. 

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6. Packaging

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1. To the extent packaging is used, the Supplier arranges for and determines the manner of packaging, as agreed upon with the Contractor.
2. Unless otherwise agreed the Supplier will not take back the customary packing of the Products.

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7. Quality, complaints and warranty 

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1. The Supplier warrants and represent to the Contractor that the Products correspond with the description, quality and quantity described in the offer (amended or otherwise).
2. The Supplier does not guarantee that the Products are suitable for the purpose for which the Contractor wishes to use them, not even if the Contractor has been informed of this purpose, unless such has been agreed in writing. 
3. Unless explicitly otherwise agreed in connection with the Auction, quality is delivered which corresponds with what is deemed normal and customary in the trade, and with regard to dimensions, quantities etc. per trade unit, the Supplementary Conditions of these General Platform Conditions apply and to the extent those conditions lack a relevant provision, normal trade customs will be deemed agreed. 
4. The Contractor shall inspect the Products for visible and non-visible defects as soon as possible after receipt of the Products. In case Contractor identifies any defect it will notify Supplier thereof in writing within two (2) business days. In the event the Contractor fails to do so, the Products are considered accepted. Supplier shall respond to a defect notice of the Contractor in writing within two (2) business days.
5. VonWood shall be the Parties first point of contact in the event of complaints including possible defects of the Products and will try to mediate if necessary and reasonably possible.  

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8. Invalidity of one or more provisions and conversion

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1. The invalidity of a provision of these General Platform Conditions does not have consequences for the validity of the other provisions of these General Platform Conditions. 
2. If one or more provisions of the General Platform Conditions are invalid or unacceptable given the circumstances, in accordance with the standards of reasonableness and fairness, a new reasonable and legally admissible provision will be determined by mutual agreement between the Parties.   

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9. Choice of law and forum 

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1. The legal relationship between the Parties (including the General Platform Conditions) is governed exclusively by Dutch law, with the exclusion of the Vienna Sales Convention (CISG).

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2. All disputes (contractual or non-contractual) between the Parties will be settled by the competent court in Amsterdam, the Netherlands. The Parties irrevocably waive any rights that they may have or acquire to object to the jurisdiction of these courts.

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SUPPLEMENTARY CONDITIONS

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10. General

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1. Products which carry CE marking are subject to the harmonized European product norms (hEN) of European Technical Approval Guidelines (ETAG).

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SOFTWOOD

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11. Quantity and Quality

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1. When selling a quantity of more than 10 m3, the Supplier can deliver in part deliveries or the Contractor ca take into receipt in part shipments, provided every part is at least 5 m3.
2. If the Products delivered gives the Contractor cause for objections, the Contractor will inform the Supplier of this fact within two (2) business days after the day of delivery and give the Supplier the opportunity to inspect the Products at the delivery location. The Contractor is therefore not permitted to simply return the Products without notice.
3. The Contractor will take care of the Products in such way that its value does not deteriorate. In the event the Contractor fails to do so it will be subject to the obligation to accept the Products involved. The Supplier will not have to take back Products on which the Supplier has placed a rejection stamp.

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12. Dimensions and qualities

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1. NEN 5461 'Quality Requirements for wood – Sawn wood and round wood – General Section' applies with regard to terms, definitions and measuring methods of the Products.
2. The Netherlands Norm "Quality requirements for wood for construction and hydraulic engineering purposes" ("KVH"), drawn up by the Netherlands Standardisation Institute (NNI), as such applies at the time of the offer applies with regard to dimensions and qualities of the Products.

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13. Certificate and monitoring of dimensions and qualities

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1. Both the Contractor and the Supplier can demand that the delivery will be effected under the KOMO certificate issued by the SKH (Stichting Keuringsbureau Hout); in such case, this fact must be explicitly brought to the attention of the other Party in writing at the time of the application or offer, setting out the requirements to which the certificate relates. 
2. If the specifications for the construction work in which the Products are to be used stipulate that the Products have to be delivered under KOMO certificate, the Contractor is obliged to inform the Supplier of this provision in writing with its request. 
3. If delivery under certificate as referred to in the first paragraph of this article has been agreed, the buyer and the seller are both entitled to have compliance monitored with the obligation ensuing for the seller from the certificate inspected by the SKH, the certifying institution for wood, wood products and wood constructions. 
4. If and insofar as the inspection referred to in the third paragraph of this Article causes costs, the SKH, depending on the result of the inspection, will decide whom these costs are to be charged to; this decision is binding on both the Contractor and the Supplier.

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PLYWOOD 

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14. Thickness tolerance and gluing

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1. Insofar as Suppliers conform to such, the standards set out in NEN-EN 13986 apply. Where this is not the case, reference is made to the Supplier's specification and/or applicable norms in the country of origin with regard to: 

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• the dimension and thickness tolerance 
• the gluing
• the composition of the plywood 
• the qualities

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HARDWOOD 

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15. Dimensions to be delivered and invoiced 

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1. In accordance with the rules of the Netherlands Timber Trade Association, the dimensions expressed in inches will be converted as follows:

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2. In accordance with the rules of the NTTA, the conversion of the English foot measurement to metric dimensions is as follows: 

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16. Dimensions and qualities

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1. NEN 5461 'Quality Requirements for wood – Sawn wood and round wood – General Section' applies with regard to terms, definitions and measuring methods. 

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2. The Netherlands Practical Guideline NEN 5493 "Quality requirements for wood for construction and hydraulic engineering purposes" applies with regard to application in the ground, road and hydraulic engineering works. 
3. Unless agreed otherwise, the Netherlands Norm "Quality requirements for wood" ("KVH"), drawn up by the Netherlands Standardization Institute (NNI), as such applies at the time of the offer applies with regard to dimensions and qualities.

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17. Commissioned processing of Products

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1. Processing means planing, sanding, milling, sawing, drying and/or any other processing of Products or replacement materials in some other way.

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2. The following applies with regard to the (end) humidity content: 

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1. The humidity content is to be determined in accordance with the method of weighing and drying in conformity with EN 13183-1. 
2. Measurements with an electric moisture meter in conformity with NEN-EN 13183-2 at 1/3 of the depth of the Products and with a capacitive timber moisture meter in conformity with NEN-EN 13183-3 may be deemed a good approach of the true moisture content of the wood. In the event of doubt regarding the results obtained with the electric or capacitive timber moisture meter, the results with the weighing and drying measure will be decisive. 
3. The random test size and acceptance level AQL 10, as laid down in table 24 of NEN 5461 (KVH 2000, General section) apply with regard to the evaluation of whether a batch of dried wood satisfies the agreed end moisture content. The processor only guarantees drying to the agreed end moisture percentage up to a maximum of 3 days after completion. Complaints on the quality of drying are to have been received on the day of return delivery of the dried wood.

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