Article 1. APPLICABILITY Unless expressly agreed otherwise, these terms and conditions apply to all offers, agreements of purchase and sale and deliveries of all goods and services, marketed and/or provided by the seller. Buyer accepts the applicability of these terms and conditions by the mere fact of its order. General or specific Purchase Conditions used by the purchaser are not accepted by the seller and do not apply to the offers, agreements and deliveries governed by these conditions unless and after the seller (and, if the seller is a legal entity, a director thereof) has expressly declared in writing that such Purchase Conditions apply to any specific transaction. If and insofar as an offer and/or agreement between buyer and seller contains provisions deviating from the offers and/or agreements governed by these conditions, without the applicability of these conditions being explicitly excluded, the other provisions of these conditions shall remain in full force.
Article 2. QUOTATIONS, ADVICE AND ORDERS All quotations are without obligation, however, on the understanding that the seller is bound by the net prices stated in written quotations for a period of 14 days from dispatch of the quotation concerned. All prices are in net cash, without discount and exclusive of taxes due at the time of delivery. If an order is placed without a price having been expressly agreed, it shall be fulfilled at the price applicable at the time of execution of the order, irrespective of any previously made quotation or previously calculated price. For each agreed quantity, a tolerance of 10 % is permitted on the understanding that the buyer is obliged to receive and pay 10 % less or more, with a minimum of 1 kg or 1 ltr respectively. The seller is entitled not to accept orders if he is not bound by an offer made in this regard. In that case, he is obliged to inform the buyer within 5 working days of receiving the order.
Article 3. DELIVERY The seller has fulfilled its obligation to deliver by offering the goods once to the buyer at the agreed time. The report of the person who arranged the transport shall constitute full proof of the offer to deliver if the buyer refuses to take delivery of the goods, in which case the costs of return freight, storage and other necessary costs shall be borne by the buyer. The offer to deliver shall be deemed equivalent to delivery. Upon refusal to take delivery of the goods, the seller will store them for 30 days after offers. He will notify the buyer in writing that he can collect the goods or have them collected against cash payment. After this period has elapsed, the seller shall be entitled to sell the goods to a third party or dispose of them in any other way. On expiry of this period, or of the agreed call period, the seller shall be entitled to demand payment for the goods sold on call without observing any credit period.
Article 4. DELAYED DELIVERY Delayed delivery, if within reasonable limits, does not give any right to compensation or dissolution of the agreement. If, however, the agreement stipulates that delivery shall take place on a certain date and the buyer has informed the seller in writing that this date may not be exceeded under any circumstances, the buyer shall be entitled to dissolve the purchase agreement without judicial intervention after the expiry of the agreed date without delivery having taken place, without prejudice to the buyer's right to compensation, except in the event of force majeure on the part of the seller. He shall be obliged to inform the seller of this in writing without delay. Agreed delivery dates are target dates, unless expressly agreed otherwise.
Article 5. Force majeure is understood to mean: any circumstance which the seller could not take into account at the time the agreement was entered into and as a result of which the normal performance of the agreement cannot reasonably be required by the buyer, such as: war or threat of war, regardless of whether the Netherlands is directly involved or not, full or partial mobilisation, state of siege, riots, sabotage, flooding, fire or other destruction in factories or warehouses and lock-outs, as well as suppliers or producers who, on whatever grounds, fail to fulfil their obligations to the seller in whole or in part. In the event of force majeure, Seller shall be entitled to dissolve the agreement without being obliged to pay damages.
Article 6. PREPAYMENT/ SECURITY Seller shall at all times be entitled to demand advance payment or security from purchaser before making delivery or further delivery. If the buyer is in default with the required advance payment or security, any obligation to deliver on the part of the seller shall lapse, without prejudice to the seller's right to compensation for all damage, costs and interest on the part of the buyer.
Article 7. RETENTION OF OWNERSHIP All goods delivered shall remain the exclusive property of seller until such time as all claims from this or previous deliveries by seller on purchaser have been paid in full by purchaser. The goods may be reclaimed by the seller immediately if the buyer has not met his obligations or the seller has reason to believe that the buyer will not meet his obligations. The costs associated with taking back the goods will be charged to the Buyer. If the goods are taken back, they will be credited on the basis of the value the goods are found to have upon taking them back. The retention of title stipulated in this article is without prejudice to the fact that the risk of the use and storage of the delivered goods, in the broadest sense of the word, passes to the buyer from the moment of actual delivery.
Article 8. EMBALLAGE Only packaging returned within six months of the invoice date, carriage paid, which is in sound condition and which was invoiced, entitles the buyer to reimbursement of the calculated value. The buyer will be notified in writing of rejection of packaging within 30 days of receipt, after which this packaging will be kept at his disposal for one week, at the end of which time the seller is free to dispose of it without any obligation to pay compensation. Packaging not charged for separately on the invoice will not be taken back by the Seller.
Article 9. INTELECTUAL PROPERTY RIGHTS The Seller reserves the right to mark the goods with its own name and manufacturer's mark. The Buyer acknowledges that the intellectual property rights (copyrights, patent rights, trademark rights, trade name rights, etc.) in respect of the goods purchased from the Seller or in respect of the items made available by the Seller, such as technical data sheets, advertising material, etc., are vested in the Seller or in one of the companies of the group to which the Seller belongs. The buyer will respect these rights and is obliged to act in accordance with the seller's instructions. If the buyer discovers that the intellectual property rights referred to in this article are being infringed by third parties, the buyer will be obliged to inform the seller of this immediately. The buyer is not allowed to use any trademark or other distinguishing mark of the seller as (part of) an internet domain name or alphanumeric telephone number. The buyer grants the seller permission to include and use all (sales) information originating from the buyer in a database. All rights to this database belong to the seller.
Article 10. COMPLAINTS 1. Complaints of any kind shall not suspend the buyer's payment obligation and can only be brought to the seller's attention in writing within the time limits described in this paragraph. 2. No complaint shall be admissible if the buyer has proceeded to processing or redelivery when the buyer could have detected the alleged defect in the goods by simple inspection. No complaint shall be admissible on the grounds of technically unavoidable deviations in colour and properties. 3. Complaints concerning defects, incorrect layout, weights, quantities or concerning packaging and the price charged may only be made within 14 days of delivery of the goods. 4. Complaints about the quality of the delivered goods can only be made within 14 days after the buyer has discovered the defectiveness of the goods.
delivered goods, but in no case later than six months after delivery of the goods. If a shorter period of shelf life is indicated on the packaging, complaints must be submitted within this period. 5. The defectiveness of delivered paint products can only be demonstrated by the Buyer - to the exclusion of any other means of proof - by submitting a report from the most appropriate section of TNO, whereby the costs of the report shall be borne by the party ruled against. For all other products, no binding evidence scheme applies. 6. The Buyer may prove the defectiveness of delivered printing inks by any means, on the understanding that defectiveness is exclusively deemed to be the failure to comply with the Seller's specification(s) applicable to the product. 7. The compensation obligation of the seller in respect of defective goods delivered, for documentation, processing and other advice, supervision and inspection, shall never exceed an amount equal to 3 ½ x the invoice amount of the goods delivered whose defectiveness has been proven. Under no circumstances shall the seller be liable for any consequential damage, however called and on any account whatsoever suffered. 8. The burden of proof that the goods, to which the complaint refers, are the same as those delivered by the seller, rests with the buyer.
Article 11. PAYMENTS 1. Unless otherwise stipulated, the buyer is obliged to pay the invoices within 30 days of the invoice date without deduction of any discount. Settlement with any claim against the seller is excluded. 2. If the invoice amount expressly includes a credit limitation surcharge, this shall be deemed to be part of the invoice amount and may only be deducted if the invoice is otherwise paid within 30 days of the invoice date. 3. If the buyer fails to pay the invoice amount on time, he will owe the seller interest of 1 ¼ % of the invoice amount for every month or part thereof by which the payment term is exceeded. If at any time the statutory interest pursuant to article 6: 119 a. of the Dutch Civil Code is higher than the interest due pursuant to the interest clause included in this paragraph, the seller shall be entitled to claim the interest pursuant to article 6: 119 a. of the Dutch Civil Code, whereby the interest shall be calculated in the manner indicated in said article. 4. Only payments made in the manner indicated by the seller shall be valid. The seller shall be free to set off payments received by him against outstanding costs, interest due and the oldest outstanding invoices, even if the buyer has indicated that a payment is intended to be set off against a particular invoice or if it appears from the amount transferred that the buyer intended to settle a particular invoice. 5. If the buyer is in default because the payment term has expired, the seller shall be entitled to collect the amount due to him in court, without any further demand for payment being required. The seller shall be entitled to dissolve all agreements concluded with the buyer if the buyer fails to comply with his obligations under an agreement concluded with the seller, if the buyer is granted a moratorium, or if the buyer is declared bankrupt. 6. In addition to the amount due, the seller is entitled to claim from the buyer all costs caused by the buyer's non-payment, both judicial and extrajudicial collection costs. 7. Extrajudicial collection costs shall be due by the buyer in each case in which the seller has secured the assistance of a third party for collection. They shall amount to 12 % of the amount to be claimed, being the invoice amount plus accrued interest according to paragraph 3 of this article, with a minimum of € 11.50. If the Buyer pays the principal sum, plus accrued interest and increased by extrajudicial collection costs, within 14 days of the written demand for payment being sent to him by a third party to whom the Seller has entrusted collection, the extrajudicial collection costs shall amount to 5 % of the amount due, being the invoice amount plus accrued interest in accordance with paragraph 3 of this article, with a minimum of €11.50. 8. The seller shall not be obliged to prove that he has fallen into the expenditure on extrajudicial collection costs. If the seller petitions for the bankruptcy of the buyer, the latter shall owe the costs of the bankruptcy petition in addition to the amount owed and the judicial and/or extrajudicial costs imposed thereon.
Article 12. DISPUTES Unless the parties have submitted their disputes to arbitration, all disputes (including summary proceedings and leave for seizure) which may arise between the parties in connection with these Uniform Conditions of Sale and Delivery or further agreements, shall exclusively be adjudicated by the court in the district where the Seller has its registered office, insofar as the dispute is within the competence of a court and the law has not declared another court competent to adjudicate by mandatory rules of law. All disputes shall be settled in accordance with Dutch law.