General Terms and Conditions of Bredox BV

 

1. Application

These Terms and Conditions shall apply to all agreements with Bredox BV (hereinafter to be referred to as: “Bredox” with respect to the sale of products, to services and to contracting for work, as well as to the acts directed to forming the agreements.

Different provisions and/or any terms and conditions of the other party, buyer and/or client (hereinafter to be referred to as: “the Client”) shall only bind Bredox insofar as they have been expressly accepted by Bredox in writing. Insofar as necessary, the applicability of any terms and conditions of the Client is hereby expressly rejected.

 

2. Offers

All offers by Bredox, in whatever form made, shall be without obligation. All offers shall be valid for the time period stated in the offer. If no time period is stated, the offer shall be valid for 30 days. An offer may be extended by us through written notice to the Client in which the extension period is also indicated. Values in our specifications, and measurements and weights appearing in our brochures and offers, shall not be binding on us. Unless otherwise stated, we shall not warrant suitability for the intended purpose. The suitability of the item delivered for a specific application shall fall under the Client’s responsibility. The agreement between the parties shall be formed when Bredox has informed the Client that its order or instruction has been accepted.

 

3. Price

As long as there is no agreement as stated in Article 2.3, Bredox shall be entitled to change the quoted prices in writing.

Unless otherwise agreed, our prices shall apply ex factory. The prices shall be exclusive of the freights, import and export duties, station, storage surveillance and inward clearance costs, taxes or other levies owed with regard to the agreement. All freights, import and export duties, station, storage, surveillance and inward clearance costs, taxes or other levies owed with regard to the agreement shall, even if they are introduced or increased after the agreement, be borne by the Client, as well as the effects of changes in exchange rates.

 

4. Delivery

The delivery dates for goods which Bredox has stated shall be for information purposes only and shall not have the effect of creating deadlines, unless the parties have agreed in writing on strict delivery deadlines. The delivery period shall commence when Bredox has accepted or confirmed the instruction or sale.If the delivery period is exceeded for whatever reason, the Client shall never be entitled to compensation, rescission of the agreement or non-fulfilment by it of any obligation under any agreement concluded with Bredox. Unless otherwise agreed, items shall be delivered by Bredox to the Client ex factory. The Client shall be liable for the items from the time of delivery.

 

5. Quality

The Client must carefully inspect (or arrange for inspection of) the items delivered by Bredox immediately after they arrive at the

destination, or as soon as possible afterwards, and check whether the items are consistent with what has been agreed on, in terms of both quality and quantity. Such inspection shall at least include a visual inspection. Insofar as the items referred to in the previous paragraph are used in chemical processes, the Client must, in addition to what has been stated in the previous paragraph, conduct laboratory tests (or arrange for these to be conducted) before the items are processed, in order to verify the composition, unless this is not reasonably possible for this Client. All data and information furnished by Bredox regarding the suitability and application of the items delivered by Bredox shall be entirely without obligation and shall not discharge the Client from conducting its own inspections and tests (or arranging for this). Bredox shall provide technical recommendations concerning applications to the best of its knowledge, based on empirical data, and Bredox shall not guarantee any result. Nor shall Bredox accept any liability whatsoever in this regard. The Client shall be solely responsible for complying with all statutory regulations and regulations otherwise in effect in the country where the Client is located with respect to having possession of, storing, transporting, using and processing, in whatever manner, the items and services delivered.

 

6. Retention of title

All goods delivered and to be delivered shall continue to be owned by us until all claims which we have or will obtain against the Client as referred to in Article 3.92(2), Dutch Civil Code, have been paid in full.As long as ownership of the goods has not been transferred to the Client, it may not pledge the goods or grant third parties any other right to them, except as part of the normal operations of its business. The other party undertakes to cooperate at our request in creating apledge on the claims which the Client acquires or will acquire against its customers on account of resale of goods.The Client must store the items delivered subject to the retention of title with due care and as our recognisable property. Bredox shall be entitled to repossess the goods delivered subject to the retention of title and still present at the Client if the Client defaults on any of its payment obligations, or experiences or threatens to experience financial difficulties. The Client shall always provide us unimpeded access to its premises and/or buildings to inspect the goods and/or to exercise our rights, including taking back our goods. Payments shall be subtracted first from claims ensuing from the delivery of items which are not or no longer subject to the retention of title, as well as from claims on account of work and compensation as referred to in Article 3.92(2), Dutch Civil Code.

 

7. Payment

Payment must be made by the Client within the agreed time period. If no time period has been agreed on, payment must be made within 30 days of the invoice date. Payment must be made in Euros or in the currency indicated in the invoice through a transfer to a bank account to be designated by Bredox If payment is not timely made, the Client shall owe the statutory interest on the outstanding invoice amount, with a portion of a month being considered a full month for purposes of calculating the interest owed. All legal and other costs (including for collection) reasonably incurred by Bredox because the Client has failed to fulfil its payment obligations shall be paid by the Client. The non-legal costs shall be set at 15% of the payment obligation not fulfilled, with a minimum of EUR 250, on the understanding that, if the actual costs are higher, the Client must also pay the excess amount. Payments made by the Client shall be applied first to pay any interest costs owed and then due and payable invoices which have beenoutstanding the longest, even if the Client states that the payment pertains to a later invoice.

 

8. Complaints and liability

Complaints regarding the items and services delivered and/or the invoice must, under pain of extinguishment of all claims in this regard, be made in writing within 14 days of the shipment date, or within 14 days after the defect is discovered if the Client demonstrates that it could not have reasonably discovered the defect earlier and that the provisions in Article 5 have been complied with. If the items delivered are processed in whole or in part, the right to complain shall be extinguished.

Complaints shall not suspend the Client’s payment obligations. If the complaint is well-founded, Bredox may, at its discretion, either adjust or alter the invoice, or replace or repair the items after the Client has sent back the items originally delivered.

If chemicals are delivered, the right to compensation shall be extinguished six months after the chemicals have been delivered. There shall not be any right to compensation because the chemicals’ composition is allegedly incorrect, if this could have been avoided through a proper incoming inspection. The Client must conduct an incoming inspection when using chemicals.

Liability for consequential damage, such as lost turnover, lost profits, missed benefits, default interest, missed orders, damage due to delays and labour time spent, shall be excluded. If Bredox must pay compensation, the compensation shall be limited to at most the compensation which may be claimed under our business liability insurance. Liability for damage not covered by the business liability insurance shall be excluded.

 

9. Final provisions

Dutch law shall apply to all agreements between Bredox and the Client to which these General Terms and Conditions apply, as well as to all disputes ensuing from these. All disputes shall be settled amicably or, if this is not possible, by the court with subject-matter jurisdiction in the District of Roermond, the Netherlands.