General Sale Conditions
Definitions:
In these Conditions the following capitalized terms shall have the following meanings: Buyer the entity to whom Goods are supplied by the Seller
Seller:
Re-Light B.V.
Conditions:
The General Sale Conditions of Re-Light B.V. set out in this document
Contract:
the contract for the sale and purchase of the Goods concluded between the Buyer and the Seller incorporating these Conditions
Goods:
the goods which the Seller is to supply in accordance with these Conditions
Article 1 - General
1.1 THE APPLICABILITY OF THE GENERAL CONDITIONS USED BY THE BUYER IS HEREBY EXPLICITLY REJECTED.
1.2 These conditions shall apply to all legal relations of the Seller acting as seller or potential seller of Goods.
1.3 In the event a specific Contract between the Seller and the Buyer is concluded to which these Conditions apply, the provisions of such specific Contract shall prevail in case of a conflict between the provisions of such specific Contract and the provisions of these Conditions.
1.4 Whenever "written" or "in writing" is used in these Conditions it shall mean by fax, e-mail, Electronic Data Interchange, internet or by means of any other electronic medium.
Article 2 - Contract
2.1 All offers by Seller are made without any engagement.
2.2 Information given in data sheets, brochures, etc. is only given as guidance and shall not be binding upon Seller.
2.3 The Seller is not obliged to make inquiries after the intended use of the Goods or the circumstances under which the Goods will be used by the Buyer.
2.4 All offers are based on the assumption that the order of the Buyer will be executed under normal labour conditions and during normal working time. If an order of the Buyer will not be executed under normal labour conditions and during normal working time, the Buyer shall be under the obligation to reimburse all additional costs incurred by the Seller with respect thereto.
2.5 The Seller is entitled to terminate any negotiations with the Buyer at any time, without any compensation being due. The Seller cannot be held to continue negotiations.
2.6 A Contract between the Seller and the Buyer is concluded, if the Seller accepts the Buyer's order (made verbally or in writing) in writing, or if the Seller commences the execution of the order placed by the Buyer.
2.7 The Seller is entitled to reject an order placed by the Buyer in whole or in part within 14 days after the receipt of such order in writing. In that event no compensation whatsoever shall be due by the Seller.
2.8 Verbal promises or agreements are only binding if confirmed in writing by the Seller.
Article 3 - Delivery and risk
3.1 Unless otherwise agreed in writing between the Buyer and the Seller, the Goods shall be delivered EX WORKS (Incoterms 2000).
3.2 The Buyer shall be solely responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties on them.
3.3 The times for delivery indicated by the Seller will only serve as an estimate and are not of the essence. The Seller will only be in default after having received a written notice of default specifying a reasonable time for delivery and if it has failed to comply within such specified time.
3.4 The Seller reserves the right to make delivery by instalments and to issue a separate invoice in respect of each instalment. When delivery is agreed to be by instalments or the Seller exercises its right to deliver by instalments and there is delay in the delivery of any one or more instalments for whatever reason this will not entitle the Buyer to damages or to treat the Contract as repudiated.
3.5 Until such time as the property in the Goods passes to the Buyer, the Buyer shall:
Article 4 - Warranty and indemnification
4.1 Seller warrants only that at delivery the Goods comply with the standard norms as maintained by Seller and with the contents of any warranty explicitly made by Seller in writing.
4.2 Buyer bears the risk of and is liable for the usage of the Goods, irrespective of whether these Goods have been used in combination with other products or alone.
4.3 The Seller never warrants the absence of defects which are the consequence of complying with any mandatory laws and regulations regarding the nature or the quality of the raw materials and/or materials applied in the delivered Goods.
4.4 The Buyer cannot claim under this warranty after it has installed the Goods, or has delivered the Goods to third parties.
4.5 Any other warranty is explicitly excluded.
Article 5 - Complaints
5.1 The Buyer is obliged to inspect the Goods at delivery in order to evaluate whether they conform to the Contract and are free from defects. If this is not the case, the Buyer looses its right to claim that the Goods do not conform to the Contract or are defective, if it has not informed the Seller thereof as soon as possible in writing by giving reasons, and in any case within 7 days after delivery of the Goods or after such moment that the defect or deviation should reasonably have been detected.
5.2 The Goods in question shall remain available to the Seller in their state at the time the Seller receives a written notice referred to in Article 5.1. If a claim of the Buyer under this Article 5 is considered to be justified by the Seller, the Seller is, at its sole discretion, only obliged to either deliver the lacking part or quantity, replace or repare the Goods delivered or to credit the Buyer the purchase price paid for the relevant Goods. The Buyer is obliged to follow the Seller's instructions with respect to the storage and/or return of the Goods to be replaced.
5.3 Any claim and/or defence based upon facts that would justify the claim that the Goods delivered do not conform to the Contract and/or are defective expires one (1) year after the date of delivery.
5.4 This provision does not apply in case of a mandatory right of recourse of Buyer.
Article 6 - Limitation of Liability
6.1 Seller shall, irrespective of the legal basis on which a claim is based, only be liable to compensate for damage and losses up to [the lower of the amount paid by the Buyer with respect to the Goods that caused the relevant damage.
6.2 The Seller shall, irrespective of the legal basis on which a claim is based, never be liable for consequential losses or damage, including but not limited to, loss of profits, loss of data, loss of contracts, loss of savings or losses caused by disruption or cessation of the production and/or business.
6.3 The Seller shall, irrespective of the legal basis on which a claim is based, not be liable for damage and losses caused by wilful intent ("opzet") or conscious recklessness ("bewuste roekeloosheid") on the part of other persons than the Seller or its management ("bedrijfsleiding"), including its employees ("ondergeschikten"), its independent contractors ("niet-ondergeschikten") and other persons engaged in the performance of this Contract.
6.4 The Seller reserves all legal and contractual defences that it can invoke in respect of its liability towards the Buyer, for itself and for those of its employees and independent contractors and other persons engaged in the performance of this Contract for whom or for which it can be held liable by law.
6.5 The Buyer is obliged to indemnify and hold the Seller harmless against any and all claims of third parties relating to the Goods in the event the Buyer has formulated, packaged and/or finished the Goods itself in any manner whatsoever. Any such claims shall include but are not limited to claims, costs, legal costs and liabilities that are based upon or arise in connection with (i) article 6:162 or articles 6:185-193 of the Dutch Civil Code or (ii) any similar statutory provisions which have been enacted in a Member State of the European Union other than the Netherlands as a result of the implementation of the European Council Directive of July 25, 1985, concerning liability for defective products (85/374/EEC), or (iii) any similar statutory provisions of the laws of any other jurisdiction.
6.6 The foregoing provisions do not affect liability based on mandatory Dutch law.
Article 7 - Force majeure
7.1 Except as hereinafter provided, no party shall be liable for any reasonable default or delay in the performance of the terms of these Conditions where such failure is due to force majeure (as hereinafter defined) affecting that party.
7.2 The term "force majeure" referred to in these Conditions shall mean any circumstances the cause of which is not reasonably within the control of the party claiming force majeure and which affect the performance by it under these Conditions and shall include, without limitation, strikes or other labour conflicts, lock-outs or industrial disputes or disturbances, civil disturbances, any default of third parties affecting the performance of the Contract, hindrances, restrictions or obstructions in respect of the extraction, production, supply and/or importation of raw and auxiliary materials for the product and/or the manufacturing of the product and/or the transportation of the materials for the product, breach of contract by suppliers, strikes by employees of the parties or by others, fire, storm, floods, explosions, measures by any public authority, the inability to obtain or retain necessary authorisations, permits, easements or rights of way.
7.3 Upon the occurrence of an event constituting force majeure, the party affected by this event shall take all measures which may reasonably be required to perform its obligations under the Contract as quickly as possible. The parties shall, if necessary, jointly examine the measures to be taken to limit the effect of force majeure.
7.4 In the event that a party wishes to rely on a condition of force majeure, that party shall notify the other party already as soon as reasonably possible, but in no case later than 72 hours after discovery of such condition.
Article 8 - Retention of title
8.1 The Seller retains title relating to the Goods delivered or to be delivered, until the Buyer has fulfilled its payment and/or any other obligations with respect to all Goods delivered or to be delivered under the Contract and with respect to all claims based on breach of such Contract.
8.2 The Buyer shall notify the Seller immediately, if:
(a) third parties exercise rights to the Goods referred to in Article 8.1 or if the Buyer becomes aware of the fact that third parties wish to do so;
(b) an application for a provisional suspension of payment or a suspension of payment is made by the Buyer or granted, or if any arrangements with the Buyer's creditors are made;
(c) an application for bankruptcy is filed with regard to the Buyer or the Buyer is declared bankrupt.
8.3 In case the Buyer fails to fulfil any of its payment obligations, the Seller has the right, without prior notice being required, to repossess the Goods delivered. The Buyer herewith irrevocably authorises the Seller, or any third party designated by the Seller, to enter those premises of the Buyer where the Goods have been stored. All costs relating to the repossession of the Goods are borne by the Buyer.
8.4 The property law aspects of retention of title ("goederenrechtelijke gevolgen van eigendomsvoorbehoud") to the Goods shall be governed by Dutch law or, at the Seller's discretion, by the laws of the country of destination of the Goods, provided that (i) the laws of such country in respect of retention of title provide better protection to the Seller than Dutch law and (ii) the Goods are actually imported into that country of destination.
8.5 The Buyer may not pledge any Goods of which the Seller retains title without the prior written consent of the Seller.
Article 9 - Suspension and termination
9.1 In case the Buyer fails to comply with any of its obligations under the Contract; or if a suspension of payment or provisional suspension of payment in respect of the Buyer is applied for or granted; an arrangement is made with the Buyer's creditors; a petition for the Buyer's bankruptcy is filed or the Buyer is declared bankrupt; the Buyer is wound-up or dissolved; the Buyer ceases its operations; the Buyer merges ("fuseert") or is split up ("wordt gesplitst") or a decision to this effect has been taken; the direct or indirect control in the Buyer changes through a transfer of the shares or due to a transfer of the shares in any company which indirectly or directly holds shares in the Buyer; or if, after the Contract was entered into, the circumstances change in such a way that (i) there is
good cause to fear that the Buyer will not properly or not timely fulfil his obligations, or (ii) the Seller would not have entered into the Contract at all or not under the same conditions, the Seller shall be entitled to terminate ("opzeggen") or rescind ("ontbinden") the Contract with the Buyer in whole or in part with immediate effect or to suspend the performance of its obligations under the Contract, all such without prejudice to any other rights or remedies the Seller may have and without any compensation being due by the Seller.
9.2 In case the Seller terminates or rescinds the Contract in accordance with Article 9.1, without prejudice to any other rights or remedies the Seller may have, any and all claims the Seller may have vis-a-vis the Buyer shall become immediately due and payable.
Article 10 - Prices
10.1 The prices quoted are in Euros or Naf exclusive of VAT and exclusive of taxes and levies and costs for packing materials and/or packaging, transport and insurance.
10.2 In case, upon the formation of the Contract, alterations occur in one or more of the factors constituting Seller's cost price, such as, but not limited to, costs of materials, measures by the Government, wages, premiums, freights, exchange rates and taxes, Seller is entitled to command that the prices will be increased accordingly. Buyer will be deemed to have accepted the price increase unless it has informed Seller within 14 days after receipt of such notice that it wishes to terminate the Contract.
Article 11 - Payment
11.1 Payment must be made within 14 days after the invoice date. Payment by the Buyer shall be made in the currency set out in the invoice and without set-off, discount and/or suspension.
11.2 If payment is not received by the due date, the Seller shall be entitled, without prejudice to any other rights and remedies that the Seller may have, and without any written notice of default being required, to charge statutory interest over the outstanding amount(s) until full payment is received.
The Seller shall in such case also be entitled to request immediate payment of all invoices, irrespective whether these are due, and to immediately suspend performance of all of its obligations.
11.3 All costs with respect to payment, including but not limited to costs with respect to the provision of security, shall be for the Buyer's account and expense.
11.4 All extra-judicial costs, which expressly includes costs incurred by drafting notice letters, conducting settlement negotiations, and performing any other acts relating to the preparation of legal proceedings, and judicial costs which the Seller might incur pursuant to a default of the Buyer shall be borne by the Buyer.
11.5 Payments by the Buyer shall be deemed to have been made first to settle judicial and extra judicial costs as stipulated in Article 11.4, accrued interest as stipulated in Article 11.2, thereafter they shall be charged to the oldest debt, irrespective of any indications made by the Buyer.
Article 12 - Security
12.1 In case Seller has good reason to believe that the Buyer will not strictly or timely fulfil its obligations vis-a-vis Seller, the Buyer is obliged to provide at Seller's first request satisfactory security in any form requested by Seller, including but not limited a pledge on receivables, with respect to the fulfilment of Buyer's payment obligations.
12.2 In case the Buyer fails to comply with Seller's request mentioned in this Article 12 within 7 days after having received such a request, any and all payment obligations of the Buyer, irrespective of the title thereof, shall become due and payable, and Seller is entitled to suspend immediately fulfilment of all its obligations, without prejudice to any other rights or remedies Seller may have.
Article 13 - Industrial/intellectual property rights, confidentiality
13.1 The Buyer may only use the trade names, logos, patents, copyrights, trademarks and/or any other intellectual property rights of Seller for the purpose of the Contract.
13.2 The Buyer shall not disclose to any third party in any manner whatsoever any confidential information relating to the Goods and/or the business of Seller save to the extent required under applicable laws, rules and regulations.
13.3 The Buyer is obliged to indemnify and hold the Seller harmless against any and all claims of third parties relating to the alleged infringement of intellectual property rights in the event the Buyer has formulated, packaged and/or finished the Goods itself in any manner whatsoever.
Article 14 - Miscellaneous
14.1 Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms 2000 shall have the same meaning in these Conditions but if there is any conflict between the provisions of Incoterms 2000 and these Conditions, the latter shall prevail.
14.2 If any provision of these Conditions, or part thereof, cannot be invoked, or is invalid or null and void, the other provisions, or part thereof, shall remain in full force. The parties agree to replace the invalid or null and void provision by a provision whose content and effect corresponds as much as possible to the provision that is invalid or null and void.
14.3 English language words used in these Conditions intend to describe Dutch legal concept only and the consequences of the use of those words in English law or any other foreign law shall be disregarded.
14.4 These Conditions have been filed with the Chamber of Commerce under number 24401331 and will be sent upon request free of charge.
Article 15 - Governing law and competent court
15.1 These Conditions and all legal relationships between Seller and Buyer shall be governed by and construed in accordance with the laws of the Netherlands. The provisions of the United Nations Convention on Contracts for the International Sale of Goods ("Weens Koopverdrag") do not apply to these Conditions nor to any individual Contract.
15.2 Any dispute arising out of or in connection with these Conditions and/or any other legal relationship between Seller and Buyer shall be submitted to the exclusive jurisdiction of the competent courts in Rotterdam, the Netherlands.
In these Conditions the following capitalized terms shall have the following meanings: Buyer the entity to whom Goods are supplied by the Seller
Seller:
Re-Light B.V.
Conditions:
The General Sale Conditions of Re-Light B.V. set out in this document
Contract:
the contract for the sale and purchase of the Goods concluded between the Buyer and the Seller incorporating these Conditions
Goods:
the goods which the Seller is to supply in accordance with these Conditions
Article 1 - General
1.1 THE APPLICABILITY OF THE GENERAL CONDITIONS USED BY THE BUYER IS HEREBY EXPLICITLY REJECTED.
1.2 These conditions shall apply to all legal relations of the Seller acting as seller or potential seller of Goods.
1.3 In the event a specific Contract between the Seller and the Buyer is concluded to which these Conditions apply, the provisions of such specific Contract shall prevail in case of a conflict between the provisions of such specific Contract and the provisions of these Conditions.
1.4 Whenever "written" or "in writing" is used in these Conditions it shall mean by fax, e-mail, Electronic Data Interchange, internet or by means of any other electronic medium.
Article 2 - Contract
2.1 All offers by Seller are made without any engagement.
2.2 Information given in data sheets, brochures, etc. is only given as guidance and shall not be binding upon Seller.
2.3 The Seller is not obliged to make inquiries after the intended use of the Goods or the circumstances under which the Goods will be used by the Buyer.
2.4 All offers are based on the assumption that the order of the Buyer will be executed under normal labour conditions and during normal working time. If an order of the Buyer will not be executed under normal labour conditions and during normal working time, the Buyer shall be under the obligation to reimburse all additional costs incurred by the Seller with respect thereto.
2.5 The Seller is entitled to terminate any negotiations with the Buyer at any time, without any compensation being due. The Seller cannot be held to continue negotiations.
2.6 A Contract between the Seller and the Buyer is concluded, if the Seller accepts the Buyer's order (made verbally or in writing) in writing, or if the Seller commences the execution of the order placed by the Buyer.
2.7 The Seller is entitled to reject an order placed by the Buyer in whole or in part within 14 days after the receipt of such order in writing. In that event no compensation whatsoever shall be due by the Seller.
2.8 Verbal promises or agreements are only binding if confirmed in writing by the Seller.
Article 3 - Delivery and risk
3.1 Unless otherwise agreed in writing between the Buyer and the Seller, the Goods shall be delivered EX WORKS (Incoterms 2000).
3.2 The Buyer shall be solely responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties on them.
3.3 The times for delivery indicated by the Seller will only serve as an estimate and are not of the essence. The Seller will only be in default after having received a written notice of default specifying a reasonable time for delivery and if it has failed to comply within such specified time.
3.4 The Seller reserves the right to make delivery by instalments and to issue a separate invoice in respect of each instalment. When delivery is agreed to be by instalments or the Seller exercises its right to deliver by instalments and there is delay in the delivery of any one or more instalments for whatever reason this will not entitle the Buyer to damages or to treat the Contract as repudiated.
3.5 Until such time as the property in the Goods passes to the Buyer, the Buyer shall:
- keep the Goods separate from those of the Buyer and third parties and properly stored, protected and identified as the Seller's property;
- not install the Goods;
- not destroy or obscure any identifying mark or packaging on or relating to the Goods;
- maintain the Goods in a satisfactory condition and keep them insured on the Seller's behalf for their full price against all risks to the reasonable satisfaction of the Seller.
- On request the Buyer shall produce the policy of insurance to the Seller.
Article 4 - Warranty and indemnification
4.1 Seller warrants only that at delivery the Goods comply with the standard norms as maintained by Seller and with the contents of any warranty explicitly made by Seller in writing.
4.2 Buyer bears the risk of and is liable for the usage of the Goods, irrespective of whether these Goods have been used in combination with other products or alone.
4.3 The Seller never warrants the absence of defects which are the consequence of complying with any mandatory laws and regulations regarding the nature or the quality of the raw materials and/or materials applied in the delivered Goods.
4.4 The Buyer cannot claim under this warranty after it has installed the Goods, or has delivered the Goods to third parties.
4.5 Any other warranty is explicitly excluded.
Article 5 - Complaints
5.1 The Buyer is obliged to inspect the Goods at delivery in order to evaluate whether they conform to the Contract and are free from defects. If this is not the case, the Buyer looses its right to claim that the Goods do not conform to the Contract or are defective, if it has not informed the Seller thereof as soon as possible in writing by giving reasons, and in any case within 7 days after delivery of the Goods or after such moment that the defect or deviation should reasonably have been detected.
5.2 The Goods in question shall remain available to the Seller in their state at the time the Seller receives a written notice referred to in Article 5.1. If a claim of the Buyer under this Article 5 is considered to be justified by the Seller, the Seller is, at its sole discretion, only obliged to either deliver the lacking part or quantity, replace or repare the Goods delivered or to credit the Buyer the purchase price paid for the relevant Goods. The Buyer is obliged to follow the Seller's instructions with respect to the storage and/or return of the Goods to be replaced.
5.3 Any claim and/or defence based upon facts that would justify the claim that the Goods delivered do not conform to the Contract and/or are defective expires one (1) year after the date of delivery.
5.4 This provision does not apply in case of a mandatory right of recourse of Buyer.
Article 6 - Limitation of Liability
6.1 Seller shall, irrespective of the legal basis on which a claim is based, only be liable to compensate for damage and losses up to [the lower of the amount paid by the Buyer with respect to the Goods that caused the relevant damage.
6.2 The Seller shall, irrespective of the legal basis on which a claim is based, never be liable for consequential losses or damage, including but not limited to, loss of profits, loss of data, loss of contracts, loss of savings or losses caused by disruption or cessation of the production and/or business.
6.3 The Seller shall, irrespective of the legal basis on which a claim is based, not be liable for damage and losses caused by wilful intent ("opzet") or conscious recklessness ("bewuste roekeloosheid") on the part of other persons than the Seller or its management ("bedrijfsleiding"), including its employees ("ondergeschikten"), its independent contractors ("niet-ondergeschikten") and other persons engaged in the performance of this Contract.
6.4 The Seller reserves all legal and contractual defences that it can invoke in respect of its liability towards the Buyer, for itself and for those of its employees and independent contractors and other persons engaged in the performance of this Contract for whom or for which it can be held liable by law.
6.5 The Buyer is obliged to indemnify and hold the Seller harmless against any and all claims of third parties relating to the Goods in the event the Buyer has formulated, packaged and/or finished the Goods itself in any manner whatsoever. Any such claims shall include but are not limited to claims, costs, legal costs and liabilities that are based upon or arise in connection with (i) article 6:162 or articles 6:185-193 of the Dutch Civil Code or (ii) any similar statutory provisions which have been enacted in a Member State of the European Union other than the Netherlands as a result of the implementation of the European Council Directive of July 25, 1985, concerning liability for defective products (85/374/EEC), or (iii) any similar statutory provisions of the laws of any other jurisdiction.
6.6 The foregoing provisions do not affect liability based on mandatory Dutch law.
Article 7 - Force majeure
7.1 Except as hereinafter provided, no party shall be liable for any reasonable default or delay in the performance of the terms of these Conditions where such failure is due to force majeure (as hereinafter defined) affecting that party.
7.2 The term "force majeure" referred to in these Conditions shall mean any circumstances the cause of which is not reasonably within the control of the party claiming force majeure and which affect the performance by it under these Conditions and shall include, without limitation, strikes or other labour conflicts, lock-outs or industrial disputes or disturbances, civil disturbances, any default of third parties affecting the performance of the Contract, hindrances, restrictions or obstructions in respect of the extraction, production, supply and/or importation of raw and auxiliary materials for the product and/or the manufacturing of the product and/or the transportation of the materials for the product, breach of contract by suppliers, strikes by employees of the parties or by others, fire, storm, floods, explosions, measures by any public authority, the inability to obtain or retain necessary authorisations, permits, easements or rights of way.
7.3 Upon the occurrence of an event constituting force majeure, the party affected by this event shall take all measures which may reasonably be required to perform its obligations under the Contract as quickly as possible. The parties shall, if necessary, jointly examine the measures to be taken to limit the effect of force majeure.
7.4 In the event that a party wishes to rely on a condition of force majeure, that party shall notify the other party already as soon as reasonably possible, but in no case later than 72 hours after discovery of such condition.
Article 8 - Retention of title
8.1 The Seller retains title relating to the Goods delivered or to be delivered, until the Buyer has fulfilled its payment and/or any other obligations with respect to all Goods delivered or to be delivered under the Contract and with respect to all claims based on breach of such Contract.
8.2 The Buyer shall notify the Seller immediately, if:
(a) third parties exercise rights to the Goods referred to in Article 8.1 or if the Buyer becomes aware of the fact that third parties wish to do so;
(b) an application for a provisional suspension of payment or a suspension of payment is made by the Buyer or granted, or if any arrangements with the Buyer's creditors are made;
(c) an application for bankruptcy is filed with regard to the Buyer or the Buyer is declared bankrupt.
8.3 In case the Buyer fails to fulfil any of its payment obligations, the Seller has the right, without prior notice being required, to repossess the Goods delivered. The Buyer herewith irrevocably authorises the Seller, or any third party designated by the Seller, to enter those premises of the Buyer where the Goods have been stored. All costs relating to the repossession of the Goods are borne by the Buyer.
8.4 The property law aspects of retention of title ("goederenrechtelijke gevolgen van eigendomsvoorbehoud") to the Goods shall be governed by Dutch law or, at the Seller's discretion, by the laws of the country of destination of the Goods, provided that (i) the laws of such country in respect of retention of title provide better protection to the Seller than Dutch law and (ii) the Goods are actually imported into that country of destination.
8.5 The Buyer may not pledge any Goods of which the Seller retains title without the prior written consent of the Seller.
Article 9 - Suspension and termination
9.1 In case the Buyer fails to comply with any of its obligations under the Contract; or if a suspension of payment or provisional suspension of payment in respect of the Buyer is applied for or granted; an arrangement is made with the Buyer's creditors; a petition for the Buyer's bankruptcy is filed or the Buyer is declared bankrupt; the Buyer is wound-up or dissolved; the Buyer ceases its operations; the Buyer merges ("fuseert") or is split up ("wordt gesplitst") or a decision to this effect has been taken; the direct or indirect control in the Buyer changes through a transfer of the shares or due to a transfer of the shares in any company which indirectly or directly holds shares in the Buyer; or if, after the Contract was entered into, the circumstances change in such a way that (i) there is
good cause to fear that the Buyer will not properly or not timely fulfil his obligations, or (ii) the Seller would not have entered into the Contract at all or not under the same conditions, the Seller shall be entitled to terminate ("opzeggen") or rescind ("ontbinden") the Contract with the Buyer in whole or in part with immediate effect or to suspend the performance of its obligations under the Contract, all such without prejudice to any other rights or remedies the Seller may have and without any compensation being due by the Seller.
9.2 In case the Seller terminates or rescinds the Contract in accordance with Article 9.1, without prejudice to any other rights or remedies the Seller may have, any and all claims the Seller may have vis-a-vis the Buyer shall become immediately due and payable.
Article 10 - Prices
10.1 The prices quoted are in Euros or Naf exclusive of VAT and exclusive of taxes and levies and costs for packing materials and/or packaging, transport and insurance.
10.2 In case, upon the formation of the Contract, alterations occur in one or more of the factors constituting Seller's cost price, such as, but not limited to, costs of materials, measures by the Government, wages, premiums, freights, exchange rates and taxes, Seller is entitled to command that the prices will be increased accordingly. Buyer will be deemed to have accepted the price increase unless it has informed Seller within 14 days after receipt of such notice that it wishes to terminate the Contract.
Article 11 - Payment
11.1 Payment must be made within 14 days after the invoice date. Payment by the Buyer shall be made in the currency set out in the invoice and without set-off, discount and/or suspension.
11.2 If payment is not received by the due date, the Seller shall be entitled, without prejudice to any other rights and remedies that the Seller may have, and without any written notice of default being required, to charge statutory interest over the outstanding amount(s) until full payment is received.
The Seller shall in such case also be entitled to request immediate payment of all invoices, irrespective whether these are due, and to immediately suspend performance of all of its obligations.
11.3 All costs with respect to payment, including but not limited to costs with respect to the provision of security, shall be for the Buyer's account and expense.
11.4 All extra-judicial costs, which expressly includes costs incurred by drafting notice letters, conducting settlement negotiations, and performing any other acts relating to the preparation of legal proceedings, and judicial costs which the Seller might incur pursuant to a default of the Buyer shall be borne by the Buyer.
11.5 Payments by the Buyer shall be deemed to have been made first to settle judicial and extra judicial costs as stipulated in Article 11.4, accrued interest as stipulated in Article 11.2, thereafter they shall be charged to the oldest debt, irrespective of any indications made by the Buyer.
Article 12 - Security
12.1 In case Seller has good reason to believe that the Buyer will not strictly or timely fulfil its obligations vis-a-vis Seller, the Buyer is obliged to provide at Seller's first request satisfactory security in any form requested by Seller, including but not limited a pledge on receivables, with respect to the fulfilment of Buyer's payment obligations.
12.2 In case the Buyer fails to comply with Seller's request mentioned in this Article 12 within 7 days after having received such a request, any and all payment obligations of the Buyer, irrespective of the title thereof, shall become due and payable, and Seller is entitled to suspend immediately fulfilment of all its obligations, without prejudice to any other rights or remedies Seller may have.
Article 13 - Industrial/intellectual property rights, confidentiality
13.1 The Buyer may only use the trade names, logos, patents, copyrights, trademarks and/or any other intellectual property rights of Seller for the purpose of the Contract.
13.2 The Buyer shall not disclose to any third party in any manner whatsoever any confidential information relating to the Goods and/or the business of Seller save to the extent required under applicable laws, rules and regulations.
13.3 The Buyer is obliged to indemnify and hold the Seller harmless against any and all claims of third parties relating to the alleged infringement of intellectual property rights in the event the Buyer has formulated, packaged and/or finished the Goods itself in any manner whatsoever.
Article 14 - Miscellaneous
14.1 Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms 2000 shall have the same meaning in these Conditions but if there is any conflict between the provisions of Incoterms 2000 and these Conditions, the latter shall prevail.
14.2 If any provision of these Conditions, or part thereof, cannot be invoked, or is invalid or null and void, the other provisions, or part thereof, shall remain in full force. The parties agree to replace the invalid or null and void provision by a provision whose content and effect corresponds as much as possible to the provision that is invalid or null and void.
14.3 English language words used in these Conditions intend to describe Dutch legal concept only and the consequences of the use of those words in English law or any other foreign law shall be disregarded.
14.4 These Conditions have been filed with the Chamber of Commerce under number 24401331 and will be sent upon request free of charge.
Article 15 - Governing law and competent court
15.1 These Conditions and all legal relationships between Seller and Buyer shall be governed by and construed in accordance with the laws of the Netherlands. The provisions of the United Nations Convention on Contracts for the International Sale of Goods ("Weens Koopverdrag") do not apply to these Conditions nor to any individual Contract.
15.2 Any dispute arising out of or in connection with these Conditions and/or any other legal relationship between Seller and Buyer shall be submitted to the exclusive jurisdiction of the competent courts in Rotterdam, the Netherlands.