Article 1 General
These General Conditions shall apply to all offers, order confirmations and deliveries of Seller and shall form an integral part of the sales agreement between Seller and Buyer. Other differing or supplemental terms or conditions shall not apply and cannot replace these Terms and Conditions unless expressly agreed to by Seller in writing.
Article 2 Conclusion of the contract
Quotations made by Seller are not binding unless expressly stated otherwise. The agreement (“sales”) between Seller and Buyer shall be concluded by Seller’s (written) acknowledgement of Buyer’s order.
Article 3 Delivery
3.1 The delivery terms shall be interpreted in accordance with the INCOTERMS latest published by the International Chamber of Commerce . The ownership of the products is transferred to the Buyer in accordance with the conditions of Article 4 below.
3.2 The quantities indicated in the shipping documents, such as a weighing slip, bills of lading, waybills and freight receipts shall be deemed correct unless proven to be incorrect.
Article 4 Transfer of property
4.1 Seller shall remain owner of the products until the price has been paid in full. During the period the title of the products is still held by Seller, Buyer shall hold the products in trust for Seller. If Buyer fails to pay the amount due for the products in accordance with the payment as stated on the invoice, Seller is authorized, without prior notice, to take possession of the products again.
4.2 Notwithstanding the conditions of Article 4.1, Buyer has the right to use the products in the normal course of its business and/or to sell them before the purchase price is paid in full.
4.3 The risk of loss or damage to the products shall pass on to Buyer at the time of delivery in accordance with the agreed terms of delivery specified in Article 3.1.
Article 5 Price
5.1 The price is based on the exchange rates, duties, taxes and the costs of transport, storage and insurance in effect at the time of the conclusion of the sales. In the event of a change in the relevant exchange rates, duties, taxes or charges after the date on which the sale was made, but before the agreed delivery date, Seller shall be entitled to adjust the prices accordingly.
5.2 Where an increase in the prices of energy, raw materials or other materials required for the manufacture of the products ordered by Buyer , takes place before the agreed delivery date, Seller is entitled to increase the price of the products ordered accordingly, provided that Seller notifies Buyer a fortnight prior to such increase in writing. Buyer is entitled to cancel the sale within seven days of receipt of such notice.
Article 6 Payment
6.1 The purchase price shall be paid into the bank account of Seller in accordance with the terms of payment stated on the invoice. If Buyer fails to pay within the prescribed period, without prejudice to any other rights, Seller shall charge Buyer with :
a) a default interest for non-compliance of 1.5% per month on the amount outstanding, and
b) all costs, including court costs, incurred in obtaining payment of the amount owed by Buyer, at the expense of Buyer.
6.2 Payments by Buyer are first and foremost to settle outstanding debts of Buyer to Seller, including liabilities under the provisions of Article 6.1, in chronological order of the maturities of the debt.
Article 7 Liability
As to the usefulness, adequacy, marketability, or suitability for any purpose of the products, either express or implied, no warranty or confirmation is given by Seller, , ,unless expressly stated in writing. The accuracy of the information provided by Seller about the quality, composition or possible application of the products is only guaranteed if such warranty is expressly incorporated in the sales agreement. Seller’s liability does not exceed the net selling price of the products. Under no circumstances can Seller be held responsible for any indirect or consequential damage.
Article 8 Access Control, Claims and Announcements
Products shall be inspected by Seller by analysis or otherwise upon receipt, exercising such care as is customary or appropriate in the circumstances. Any complaints concerning the quality or quantity of the products must be made by Buyer to Seller within 8 days from the date of receipt of the products. Products will not be returned to Seller without Seller’s prior written consent.
Article 9 Force Majeure
Neither Party shall be liable for failure to perform its obligations under the sales agreement, in the event failure arises from any cause resulting from any contingency beyond its control including and not limited to war(like conditions), fire, explosions, terrorism, storm, flooding, earthquakes, sabotage, government actions, strikes, lack of energy, raw materials or transport equipment, machinery breakdown or factory start-up problems.
Article 10 Special conditions
If, prior to the date of delivery of the products, the circumstances on the date the sales was concluded should change in such a way that a party cannot in fairness fulfill one or several obligations of the sales contract and if such a change could not have been reasonably foreseen by the affected party, Seller and Buyer will, at the request of the affected party, seek an agreement which will be acceptable to the other party. If no such agreement can be reached within a reasonable time, the affected party shall be entitled to terminate the sales.
Article 11 Applicable law; competent court
In case of export sales, the provisions of the United Nations Convention on the International Sale of Goods will apply to the sales agreement, in addition to the rules of the country in which Seller is located. All disputes relating to export sales are exclusively submitted to the competent court where Seller’s business is located or, in accordance with Seller’s choice, to the competent court where Buyer is located.
The English version of these General Terms and Conditions of Sale are a translation of the Dutch version. The Dutch version is always leading.