These General Conditions were lodged with the Clerk of the District Court of Justice and the Chamber of Commerce in Rotterdam on May 23, 2014.
1. In these general conditions, the following terms shall have the meaning here assigned to them: “Salesman” means: INP Quality B.V. or the companies associated with this company; “Customer” means the individual or corporate body with whom the contract is entered into. 2. Except as otherwise provided in Article 9 hereof, these general conditions shall apply to the supply of any goods and/or services by salesman to the customer, unless the parties shall have explicitly agreed otherwise in writing. Any general conditions of customer are not applicable.
2. OFFERS AND FORMATION OF CONTRACT
1. All offers shall be subject to revision or withdrawal unless explicitly specified as binding.
2. Copyrights and other rights of pictures, drawings and scetches, calculations, technical particulars, designs, systems, models, diagrams, programs, methods and other remain the intellectual and industrial property of salesman, unless explicitly agreed otherwise. These papers remain the property of salesman and shall not in any way be copied or disclosed or handed over or in any other way be brought to the knowledge of any third party nor used in any way by the customer without the written consent of salesman, irrespective of any costs that salesman may have charged to customer. Customer shall be indebted any costs resulting from a violation of above intellectual or industrial property rights of salesman.
3. The contract shall be deemed to have been concluded only upon written confirmation by salesman of an order received, or when salesman has started the execution of an order.
1. Unless parties shall have explicitly agreed otherwise, an irrevocable divisible letter of credit in the name of salesman shall be opened within 30 days of the formation of contract by customers bank, covering the agreed instalments and stipulating payment on presentation of usual documents. Shipment on deck of voluminous goods and partial shipment shall be allowed.
2. All payment shall be made in EURO or an other currency explicitly agreed upon in writing by salesman into salesman’s account with a bank to be designated by salesman without deduction of bank charges or any other expenses.
3. Arrears of payment shall from the due date incur monthly interest of 1,5 percent of the debt involved and salesman shall be entitled to extend the time of her own obligations by a period equal to the duration of the arrears, without prejudice to any other right accruing to salesman in the event of such default. Furthermore shall customer be indebted all judicial and extrajudicial collection costs, with a minimum amount of 15 percent of the total debt.
4. If, owing to exceptional shortage of materials or exceptional limitation of supplies, or other circumstances of an exceptional nature such as war, the level of wages and/or the prices of materials rise to such an extent that salesman cannot reasonably be expected to absorb the increase of costs caused thereby, salesman shall be entitled to a fair and reasonable extra payment from the customer. The amount of such extra payment shall be agreed upon between the parties or, failing agreement, by arbitration as provided in Article 8.
1. Salesman is at any time entitled to demand a guarantee of payment and fulfillment of other obligations from customer before performing any deliveries, services or other activities, even when a contract has been partially completed. In case this should cause any delay, the delivery time will be prolonged accordingly.
2. All deliveries and goods shall remain the property of salesman.The customer will only gain property when any arrears are paid and all obligations of customer generating from the contract have been completely fulfilled.
1. The goods shall be delivered "ex works" of supplier, unless explicitly agreed otherwise in writing.
2. The period of delivery shall run from the latest of the following dates: a. the date of written confirmation by salesman of an order or contract; b. the date of receipt by salesman of the L/C or any other document required in connection with the payment and/or delivery such as valid import licences, export documents and other requirements for the performance of the contract.
3. Salesman will make every endeavour to meet the period of delivery indicated in its offer, but shall not be liable for any damage caused by delay in delivery. Delay in delivery due to any circumstance other than malicious intent or gross culpability does not entitle customer to any right for compensation nor does it entitle customer to rescission of the agreement. Should salesman be under an obligation to pay such compensation in respect of the period of delay as may have been expressly agreed in writing, such compensation shall not exceed 3% of the value of the goods delayed.
4. Salesman shall under no circumstances be liable for any delay or default resulting from any cause beyond salesman’s control, such as fire, flood, unusually severe weather, strike, war (whether declared or not), warlike circumstances, riot, hijacking, water damage, company occupation, civil or military authority, failure of castings or forgings, or any other cause that is beyond salesman's control, such as any delay or default caused by a supplier, sub-contractor, transport companies or any other third parties involved. Salesman shall not be liable in the event of circumstances beyond their control arising after the expiry of the agreed delivery date. If the circumstances beyond salesman's control have lasted for 6 months, salesman is entitled to cancel the agreement completely or partially, in writing. Salesman is not liable to pay any compensation in such cases to customer.
5. For the interpretation of trade terms the provisions of “Incoterms 2010” issued by the International Chamber of Commerce, Paris, are applicable.
6. Not withstanding the provisions of Incoterms 2010 concerning passing of risk, any consequences of hostilities, war risk or warlike operations, whether there be a declaration of war or not, are for risk of customer from the date of formation of contract.
6. GUARANTEE AND LIABILITY
1. Salesman’s guarantee never extends more than the guarantee of the supplier of the goods such as the manufacturer or importer, see the certificates of guarantee that are supplied with the goods in question. For goods that are supplied without guarantee certificate from the manufacturer or importer, the liability of salesman is limited to the purchasing price, or the repair or replacement of the good in question, such to salesman's choice. The guarantee is limited to faults which are discovered within a period of 1 month after delivery and which are reported to salesman by customer by letter or telefax or e-mail in writing, within two weeks of being discovered.
2. Unless expressly stated in salesman’s offer, the contents of catalogues, illustrations or drawings, and statements as to capacity, output, power or other characteristics of the goods shall not be binding upon salesman.
3. Subject to the foregoing liability in respect of guarantee, salesman shall be released from any liability whatsoever as from the day upon which the goods and/or services are ready for delivery. Customer shall protect and indemnify salesman and its employees or agents against claims or actions by third parties in respect of any damage and/or injury caused or alleged to have been caused subsequent to delivery of the goods, including claims or action made on ground of product liability.
4. Where salesman makes available to customer services of personnel or furnishes written or verbal advice, salesman and its personnel shall under no circumstances be liable for any damage arising therefrom. The customer shall indemnify salesman and its employees or agents against such claims.
1. Any duties, fees, charges or taxes imposed by authorities other than those of the Netherlands and relating to the contract or delivery concerned, or to the financing thereof, shall be for the account of customer.
8. ARBITRATION AND LAW APPLICABLE
1. All disputes arising in connection with the contract or breach thereof, or with contracts resulting from the initial contract, shall be finally settled by arbitration of the competent Dutch judge, or arbitration shall be conducted under the Rules of the Dutch Arbitration Institute (Nederlands Arbitrage Instituut) such to the sole choice of salesman.
2. The contractual relationship between the parties shall be governed by Netherlands law.
9. SPECIAL CONDITIONS
1.In addition to these General Conditions, the “General Terms and Conditions”, filed by the “Association of Manufacturers of Paint and Ink-articles” in Leiden, Holland, 15th edition (UVL 15 VVVF), are applicable if necessary, and if not in conflict with the contents of these general conditions.