Article 1

General

1. These general terms & conditions of delivery (hereinafter: ‘Terms & Conditions’) apply to all offers and deliveries made by us, all agreements entered into by us, and all work to be performed by us, irrespective of on what basis this work is to be performed. They always prevail over purchase conditions of the contracting party.
2. Deviations from these Terms & Conditions or a part thereof are valid only if these are agreed upon by both parties and this is confirmed by us in writing; these will then be valid only in relation to the transaction for which they have been agreed.
3. Notifications, prices, and information provided in the form of figures and drawings in publications, printed matter and the like are not binding for us.
4. In the event of a conflict between the stipulations of the agreement and the text of these Terms & Conditions, the stipulations of the agreement will prevail.
5. In the event that any stipulation of the agreement is invalid or not binding owing to incompatibility with mandatory law, the rest of the agreement will remain in effect, and the parties will, in consultation, replace the invalid and non-binding stipulation by another which is valid and binding and the legal consequences of which, in view of the contents and tenor of this agreement, correspond as far as possible with the invalid or non-binding stipulation. 

Article 2

(Entering into an) Agreement

1. Verbal assignments, agreements, promises, offers, quotations and the like, as well as amendments to such, are binding for us only after we have confirmed these in writing. All offers must be seen as a single entity.
2. All quotations and written offers issued by us are valid for a period of ninety (90) days, unless stated otherwise in our offer, but are made without obligation.
3. We will always be permitted to correct mistakes as well as printing and writing errors.
4. The agreement is entered into only once our customer or client (hereinafter: ‘Customer’) has accepted in writing the offer or quotation issued by us, or in the event that we have already started performing the work. In the event that Customer sets any condition for the acceptance of the offer or quotation or makes any changes to it, the agreement will be entered into only once we have notified Customer or the client of our agreement to this, explicitly and in writing.
5. If Customer issues an assignment to us or places an order with us in writing, which was not preceded by an offer or quotation from us, we are obliged to perform or deliver in accordance with this assignment or order only after we have confirmed this assignment or order in writing.
6. Customer recognises and accepts that amendments to (the content of) the agreement (for example, changes in scale, working method, or approach) may have consequences for the agreed prices and planning. In the event that the (content of) the agreement has to be amended as a result of a request or action on the part of Customer or as a result of other circumstances attributable to Customer, we will be entitled to charge any costs arising from this as an additional or separate assignment.
7. We are not obliged to check the accuracy of assignments and/or information, notifications, calculations etc. made by Customer. Customer guarantees that the information etc. it provides to us is correct and complete. Shortcomings in goods, parts, substances, advice etc. delivered by us (hereinafter: ‘Products’) that are the result of incorrect and/or incomplete information etc. provided by Customer cannot be attributed to us. Customer is liable for damages ensuing from the fact that information etc. provided by Customer to us is incorrect or incomplete. Our information and/or advice reflect the current state of technology and experience. However, because circumstances, conditions and methods of use of our products are beyond our control, our information and/or advice should not be used in substitution for customer’s tests to ensure that our products are safe, effective and fully satisfactory for the intended end use. 

Article 3

Prices and payment

1. Prices quoted do not include BTW (Dutch VAT).
2. Agreed prices are binding, subject to the understanding that we are entitled to raise agreed prices in proportion to any increases, after the agreement has been entered into, in the cost of labour, electricity/fuel, the prices of our suppliers and the level of import duties and/or other fiscal duties, transport costs, insurance premiums, other costs, and fluctuations in the exchange rates for foreign currency set by DNB (De Nederlandsche Bank), related to the delivery.
3. If we have taken on the assignment on the basis of hours worked, substances used, and additional costs, then the price will be determined on the basis of the data on hours, quantities, costs and prices for these as shown by our records and bookkeeping.
4. All of our prices are DDP (Incoterms 2010) within the Benelux and FCA (Incoterms 2010) outside of the Benelux, unless it is stated or agreed otherwise.
5. Payment must be made within thirty days of the date of invoice. If payment in instalments has been agreed, each instalment must be paid within the agreed term. These terms are due dates, so Customer is in default immediately in the event that payment is not received in time.
6. In the event of late payment, Customer is liable to pay interest, commencing on the date on which it is in default, of 2% per month – whereby part of a month counts as a full month – on top of the outstanding amount. In such a case, we are entitled to suspend our performance by virtue of the agreement, to dissolve the agreement in as far as it has not yet been performed, and to demand compensation for damages.
7. All costs incurred by us either in or out of court as a result of failure on the part of Customer to fulfil its (payment) obligations in full are at Customer’s expense. If and as soon as we call in a third party to collect the debt, Customer is liable to pay to us, alongside the outstanding invoice amount and the interest, a minimum amount of 15% of the amount payable (invoice amount + interest).
8. All payments by Customer to us will first be deducted from the interest and costs payable by Customer to us, and then from the unpaid invoices issued by us in sequence, oldest first.
9. We remain entitled at all times, should we consider such necessary, to require payment in cash, payment in advance, securities, or a guarantee satisfactory to us for the fulfilment of Customer’s payment obligations.
10. Packaging materials charged separately will be accepted for return in compensation for the deposit payable only if they are returned to us in an undamaged condition within six months of delivery.
11. Customer is not authorised to set off any (alleged) claim against the amount payable to us, nor to suspend its payment obligation, on any grounds whatsoever.
12. All costs incurred in relation to the payment, including in obtaining security, are at Customer’s expense. 

Article 4

Delivery terms

1. We will make every effort to meet the agreed delivery terms; however, the delivery terms stated are not due dates. In the event of late delivery, Customer must issue a written notification of default to us and grant us a reasonable term within which to fulfil the obligation. In the event that delays occur that are not attributable to us, the delivery term will be extended as far as necessary.
2. In the event that we have exceeded the delivery date, Customer is entitled to dissolve the agreement, without us being liable in any way for the damages arising from this.
3. We are not liable for any damages, including consequential damage, arising through delayed delivery. 

Article 5

Delivery

1. Delivery within the Benelux is DDP(Incoterms 2010). Delivery outside of the Benelux is FCA (Incoterms 2010), unless agreed otherwise.
2. We are entitled at all times to make partial deliveries and to demand payment in full for the part delivered.
3. Delivery will be complete once we have given notice of the fact that the Products are ready for shipment or issue, irrespective of whether shipment is at our expense or not and whether we have agreed to use our own means of transport.
4. In the event that we have agreed to DDP delivery, this means only that shipment will be at our expense using a means of transport chosen by us, to the agreed destination, provided that this can be accessed by paved roads or public transport.
5. If Customer does not take possession of the Products (on time), the cost of returning or storing them or any other essential costs for preserving them are at the expense of Customer.
6. If delivery has been agreed subject to the condition of prior approval of the Products, inspection or sampling of the Products must take place within seven days of the notification that the Products are ready for approval or sampling. Delivery will be complete at the moment the Products are irrevocably approved by or on behalf of Customer. If, following the expiry of this term, the Products have not been approved or sampled by or on behalf of Customer, delivery will be considered to have taken place.
7. In the event of rejection or conditional acceptance of Products, we will be given a reasonable term within which to remedy the shortcomings ascertained. 

Article 6

Risk transfer

1. As soon as delivery has taken place in accordance with the previous article, Customer will bear the risk for loss of or damage to the Products or for any other decrease in their value.
2. We will never bear the risk referred to above for products or substances placed with us or made available to us for repair or other kinds of treatment, nor for products and substances repaired or otherwise treated by us. 

Article 7

Force majeure

1. All terms within which we must fulfil our obligations will be extended by the period within which we are unable to fulfil our obligations owing to force majeure.
2. Force majeure is considered to be any circumstance or cause as a result of which any shortcoming in performance cannot be attributed to us or as a result of which fulfilment cannot reasonably be demanded of us, such as fire, sabotage, strikes, work-to-rule, lock-outs, threat of war, war, sieges/blockades, riot, flood, freezing, transportation delays, delays or hindrances caused by government measures, failure to deliver (on time) by one or more of our suppliers, as well as all other circumstances and causes not attributable to us and/or for which we do not bear the risk.
3. In the event that we are unable to fulfil our obligations owing to force majeure for a period of more than three months, both parties are authorised to dissolve the agreement in full or in part by written statement, without any liability on our part to pay compensation. 

Article 8

Guarantee

1. During the guarantee period referred to below, we guarantee that the Products will comply with the agreement, although the following deviations from this are explicitly permitted:
   − Minor deviations in the composition or packaging, if and in as far as these have no detrimental effect on the use of the Product
   − Differences in quality that are technically unavoidable
   − Minor deviations in the quantity delivered, up to a maximum of 3% of the agreed quantity
2. The guarantee term for chemicals delivered by us is six months from delivery and for other Products one year from delivery, unless it is stated otherwise on the packaging of the chemicals and/or Products.
3. If we have delivered or treated goods, parts or substances which we have obtained from third parties, the only valid guarantee on these is that provided by these third parties.
4. No guarantee applies:
   a.  In relation to Products if we have processed parts or substances made available or explicitly requested by Customer
   b. On work by third parties not performed as part of our assignment
   c. If we have delivered or treated used materials or goods, in accordance with the agreement
   d. In relation to defects that are, in part or in full, the consequence of any government regulation concerning the nature or quality of the materials and/or substances used
   e. In the event that repairs or changes to the Products have been made without prior explicit permission from us in writing
   f. In the event that Customer has not stored, used or treated the Products in the correct manner and/or has used them for a special purpose not anticipated in the agreement
5. Our liability by virtue of a guarantee issued is limited to the repair or replacement of the defective Products free of charge or to the refund of the purchase price, excluding turnover tax, transport costs, and any other additional costs, all of which at our discretion. In this case, Customer is not authorised to dissolve the agreement, in full or in part, and/or to claim compensation.

Article 9

Complaints

1. On pain of forfeiture of rights, all complaints must be submitted by registered post, exclusively addressed to the management of our company, within the complaints term stated below in each case and must be adequately described.
2. Customer must check upon delivery of the Products by means of the label(s) that the correct goods have been delivered. If this is not the case, Customer must inform us of this immediately.
3. For complaints concerning defects visible on the exterior of the shipment, a complaint term of ten days from the date of delivery applies; such complaints will only be processed if Customer is able to prove that the goods were received under protest. This proof may only be in the form of a note to this effect on a proof of receipt.
4. If Customer or its personnel have taken possession of the goods personally at our premises, any complaints regarding defects and shortcomings visible from the exterior of the packaging and/or the Products themselves must be made immediately and on the spot.
5. In relation to all other claims and complaints, a complaints term of ten days applies, starting on the date on which the defect was noticed or could reasonably have been noticed.
6. In the event that the goods are accepted following prior approval or sampling by or on behalf of Customer, this acceptance is seen as unconditional, and it is not possible then to make any complaint in relation to defects or shortcomings that should have been found upon inspection or sampling.
7. A complaint never entitles Customer to suspend payment for the Products or other obligations, nor does it entitle Customer to dissolve the agreement in full or in part and/or to claim compensation.
8. Complaints will only be processed if Customer provides to us all information we consider essential and gives us the opportunity to carry out unhindered all investigations we consider essential or to have these carried out.
9. Complaints will not be processed by us in the event it transpires that, within the complaints terms and other than in emergencies, third parties have made changes or repairs without our prior knowledge and permission. 

Article 10

Retention of title

1. We retain ownership of the Products until Customer has fulfilled all of its obligations to us by virtue of the agreement. This retention of title also applies in relation to any claims we may have in relation to shortcomings by Customer in fulfilment of the agreement.
2. As long as the goods delivered are subject to retention of title, Customer is not authorised to pledge or otherwise encumber these. However, Customer is authorised to dispose of the goods delivered in the course of its normal business operations, provided that Customer also stipulates retention of title. As long as the goods delivered are subject to retention of title, Customer is obliged to keep the Products separate from other products and to ensure that it is clear that these Products are our property.
3. Without prejudice to our other rights, we are entitled to take back the Products, without any notification of default being required, if Customer fails to fulfil its payment obligations to us on time. Customer will cooperate with this in full. Costs incurred for removing the Products or for having them removed are at Customer’s expense

Article 11

Liability

1. We are never liable for damages ensuing from incorrect and inexpert use or storage of the Products. Incorrect use is in any event understood to include use for purposes other than those for which the Products are supplied.
2. We will never be liable for damages, through any cause whatsoever, except in as far as the law or these Terms & Conditions stipulate otherwise and except in the case of gross negligence or intent that cannot be legally excluded. This covers both direct and indirect damage, consequential damage, loss of profit, other trading losses for Customer, and damages resulting from liability on the part of Customer to third parties. In relation to intent or gross negligence, the burden of proof is on Customer.
3. In the event that we are liable, without prejudice to that stipulated in the articles above, we will be liable only up to a maximum of the amount paid out by our companies’ liability insurance in the case in question, minus any deductibles.
4. Under no circumstances will we be liable for damages incurred by Customer or third parties, if:
   − Customer fails to observe the safety regulations, the instructions for use and the warnings given with or on the Products by the government and/or by us, and/or fails to make these known or pass these on to third parties
   − Customer expands the use to which the Products can be put, or permits or enables third parties to use the goods for purposes or intended purposes that are not provided for in the agreement
5. We are not liable for damage arising during assembly/disassembly, repair, testing, inspections etc., nor for any damage arising otherwise to or in relation to equipment, tools, materials, substances and other goods made available to us – for use by us or otherwise – by or on behalf of Customer.
6. Customer indemnifies us against all claims by third parties for compensation for damages for which we have accepted no liability or that exceeds the amount for which we are insured.
7. On pain of forfeiture of rights, all claims on the grounds of damages caused must be made known to our company, within 14 days of them arising or it being reasonable to assume they should have been known, by registered post addressed directly to the management of our company, even if the full extent of the claims is not yet known or if the amounts involved have not yet been calculated or determined. 

Article 12

Indemnity for industrial property rights 

1. All possible intellectual property rights concerning Products and the accompanying advice etc. belong to us or to third parties brought in by us.
2. Customer indemnifies us against all claims by third parties in relation to the breach of industrial and intellectual property rights in the case that such breach is related to matters provided to us by Customer for the performance or preparation of an assignment.
3. Customer is obliged to maintain confidentiality in relation to all information, including information concerning the Products, it receives from us.

Article 13

Dissolution

1. Without prejudice to that stipulated under Article 3, we are entitled to dissolve the agreement in part or in full without any notification of default being required the moment Customer is put into liquidation, requests a provisional moratorium on payments, or – being placed under administration or otherwise – loses the power of disposal of its assets or parts thereof through seizure, unless the guardian/receiver or administrator recognises the obligations ensuing from this agreement as claims against the estate.
2. Customer is obliged to inform the guardian/receiver or administrator of this agreement and of these Terms & Conditions immediately.
3. Customer is then liable for the damages incurred by us, including loss of profit and transport costs.

Article 14

Applicable law and jurisdiction

1. All legal relations between us and Customer are governed by the law of the Netherlands.
2. All disputes concerning the agreement will, in as far as it is not stipulated otherwise in mandatory law, be submitted to the competent court in The Hague.