These General Conditions shall apply when the parties agree in writing or otherwise thereto. When the General Conditions apply to a specific contract , modifications of or deviations from them must be agreed in writing. The object(s) to be supplied under these General Conditions is (are) hereinafter referred to as the Goods. Wherever these General Conditions use the term "in writing", this shall mean by document signed by the parties, or by letter, fax, electronical mail and such other means as are agreed by the parties.
All sales are made exclusively pursuant to the Incoterms 2010 mentioned on this document, if any, and these terms and conditions. If and to extent the applicable Incoterms 2010 contradict, or are incompatible with, these terms and conditions, the Incoterms 2010 shall prevail. The applicable Incoterms 2010 and these terms and conditions exclude and or supersede any other terms and conditions which a buyer might seek to impose, irrespective of whether such other terms and conditions are contained in an earlier or a later document than the document containing the applicable Incoterms 2010 and these terms and conditions and purport to exclude and/or supersede any of the applicable Incoterms 2010 and these terms and conditions.
All orders are considered definitive only upon written confirmation from the seller, but remain subject to correct and punctual self-supply. No subsequent order cancellation by the buyer is permitted, unless expressly agreed to in writing by the seller.
The price of the goods shall be the price stated in the seller's price list in effect at the date of delivery of the goods or the price resulting from a written agreement between the buyer and the seller.
Any other price indication does not bind the seller.
All prices are net prices, exclusive of VAT or any other tax, duty or any other cost element. All taxes, duty or any other costs relating to the goods, their purchase or their transportations shall be born exclusively by the buyer.
The price or any other amount owing to the seller is due and payable on the due date stipulated by the seller.
All bank charges outside The Netherlands are for the account of the buyer.
Under no circumstances shall the buyer be entitled to withhold any payment or part of a payment owing to the seller. In the event of non-payment on the due date of any amount then due, all other amounts owing to the seller shall become immediately due and payable. Any payment made by the buyer shall be imputed to the prices of orders in the chronological sequence of their execution by the seller, beginning with the first order executed.
Any payment not made on the due date shall, upon written notice from the seller, sent by special delivery service with confirmation of receipt, be subject to the interest payable at the rate of legal interest of the country of residence of the buyer, or, if no such interest rate exists, the interest rate customarily applied in similar circumstances, plus two percent monthly, accruing on a day to day basis from the date of the receipt of notice to the date of payment.
Delivery of the goods shall occur when the goods have been loaded onto the first transportation vehicle to be used to transport the goods from the seller to the buyer, irrespective of whether such transportation be arranged by the buyer or by the seller. Delivery dates are indicative only.
The seller reserves the right not to deliver, or to discontinue the delivery of the goods if the sale thereof would, in the seller's reasonable opinion, infringe any intellectual property rights of a third person.
If the buyer has been requested by the seller to certify in writing that he has complied with all the applicable regulations of the country of destination of the goods, the seller shall be under no obligation to deliver the goods, or to continue delivery, unless and until a certificate has been provided to the seller.
The risk of the goods shall pass to the buyer at the moment the delivery occurs.
Ownership of the goods shall pass to the buyer only upon full payment of the price thereof and of any other amounts due and owing to the seller with respect to the goods, their purchase or their transportation.
To the extent technically possible the goods shall be kept separate and distinct from any other property of the buyer and from that of any third parties, and shall be kept in good and substantial repair and condition and be stored in such a way to be clearly identifiable belonging to the seller.
The buyer shall inspect the goods immediately upon arrival of their destination. The seller shall only be liable for a lack of conformity of the goods if the buyer notifies the seller in writing thereof within fifteen days of the arrival of the goods at their destination. In such an event, the seller shall have the right to send, at its expense, one or more inspectors to assess the conformity of the goods. The buyer shall provide, or cause to be provided to, the inspectors access to the goods for a reasonable period of time an under reasonable operating conditions.
The goods in question have been kept separate, in their original packing with marks intact, so that their identity can be established.
Goods are always accompanied with Certificate of Analysis.
This certificate does not relieve the buyer from applying its own appropriate test or quality procedures.
When sales are made according to samples the properties of the samples or specimens are not considered as guaranteed. This also applies to consistency. Samples shall merely be considered as specimens for demonstration purposes without prejudice , showing the approximate character and general type of goods. The description "same as supplied before" shall always be understood to mean "approximately same as supplied before".
Seller's total liability to the buyer for any and all claims, losses or damages arising out of any case whatsoever, whether based in contract, negligence or other tort, strict liability, breach of warranty or otherwise, shall in no event exceed the purchase price of the goods with a maximum of Euro 50.000,00 per event in respect to which such cause arose, in no event shall seller be liable for special, incidental, consequential (including lost profits or lost sales) or punitive and exemplary damages.
The seller makes no representation or warrant regarding the suitability or fitness of the goods for any particular purpose, and the buyer shall satisfy himself in this respect and shall be totally responsible therefor.
Force majeure is here taken to include: all circumstances, unforeseen or otherwise, which are not attributable to seller and which wholly or partly prevent seller from meeting its obligations or as a result of which seller cannot reasonably be expected to meet these obligations. This includes: war or similar situations, unrest, sabotage, boycotts, strikes occupation, blockades, damage or breakdown of installations belonging to the seller or its suppliers, transport difficulties, breakdown in telecommunications, government measures, natural disaster, fire or explosion.
The buyer shall not assign or transfer or purport to assign or transfer any rights or obligations hereunder to any other person without the prior written consent of the seller.
The granting of any indulgences, forbearance or extension of time by the seller, or the failure or delay by the seller in asserting or exercising its rights hereunder shall not be construed as a waiver by the seller or its rights hereunder.
This sale is governed by the internal laws of the Netherlands, including, but not limited to, the laws applicable to the international sale of goods as laid down in the United Nations Convention on Contracts for the International sale of goods ("the Convention"). The provisions of the Convention shall be applicable even to sales that would not normally fall within the scope of the Convention. Any disputes arising out of or in connection with this sale shall be submitted to the Arrondissementsrechtbank of Rotterdam, provided that the seller shall have the rights to bring a suit in whatever jurisdiction it deems fit or appropriate.