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General conditions

 
General Terms and Conditions of Delivery of
Ofichem BV & Lab Ofichem BV
 
 
 
 
These General Terms and Conditions of Delivery shall apply to all offers made, agreements concluded or actions performed by Ofichem BV.
 
1. Quotes and agreements
All offers by Ofichem BV and prices stated in price lists shall be without obligation and may be withdrawn at any time in any manner whatsoever, even after the buyer has accepted the offer. The agreement shall be created once the offer has reached Ofichem BV and it has stated in writing to the buyer that it will fulfill the offer. By accepting an offer, the buyer states that it expressly agrees to these General Terms and Conditions and it also expressly waives any applicability of its own or other general terms and conditions.
Different conditions shall only be valid if expressly confirmed in writing by Ofichem BV If Ofichem BV has agreed in writing that different conditions will be applicable, these Terms and Conditions shall in all other respects remain in force. Agreements which have been created may not be cancelled by the buyer without the written permission of Ofichem BV
 
2. Prices
The calculation shall be based on the price confirmed by Ofichem BV and shall be exclusive of
VAT. With respect to free delivery, Ofichem BV shall only be required to pay the freight charges
to the agreed destination by the least expensive mode of transport. If the least expensive mode of transport via the shortest route cannot be used, or is deviated from at the buyer’s request, the buyer shall be charged the extra costs. Prices may be increased after the agreement is
concluded based on unforeseeable external factors such as, for example, increased taxes, import duties, levies and other charges, and changes in exchange rates.
 
3. Delivery
The agreed delivery period shall commence once Ofichem BV has confirmed the order and the delivery period in writing and is in the possession of all documents, information and specifications to be provided by the buyer in respect of the order. The delivery time shall be indicated as an approximation, unless expressly agreed otherwise. It shall therefore merely be indicative and may never be considered a firm date. The delivery period shall be extended by the time during which the buyer is in default and continues not to fulfill its payment obligation or any other obligation under the agreement. If the delivery period is exceeded, the buyer shall in no event be entitled to compensation for damage suffered by itself or by a third party. In addition, the buyer may not
seek dissolution of the agreement or forfeit a penalty.
Should a situation of force majeure arise, the delivery obligation shall be suspended for the duration of the disruption. A situation of force majeure shall include unforeseen circumstances regarding persons and/or objects which Ofichem BV uses in performing the agreement or needs to fulfill its obligations, and which are of such a nature as to render performance of the agreement
impossible or so burdensome and/or disproportionately expensive that prompt performance of the agreement cannot reasonably be expected. Such circumstances include, but are not limited to:
business, traffic or transport failures, disruptions in the delivery of raw materials, auxiliary materials or other objects, labour shortages, strikes, lockouts and third-party impediments. Unless otherwise agreed, all prices shall be based on free delivery. The buyer shall guarantee that the goods may be unloaded after arrival at the destination without delay or stoppage. At the
request of Ofichem BV, the buyer shall unload without delay and stoppage at the buyer’s risk and expense.

 
If sold under the conditions ‘free on board’, ‘carriage paid’ or ‘free’, the weight determined by
Ofichem BV and/or its supplier shall be final.
The weight shall be determined definitively at the place of shipment.
Ofichem BV shall be permitted to make partial deliveries. If the Parties have agreed to deliver certain quantities of products, these must be accepted by the buyer within the agreed time period. If the buyer does not fulfill its obligation to take delivery within this time period, it shall automatically be in default. The product shall be stored or given to third parties for storage at the buyer’s expense and risk as from the time that the buyer is in default with regard to taking
delivery of the product. The buyer shall be liable for all direct and indirect damage suffered by
Ofichem BV
The products delivered shall be packaged, unless otherwise indicated.
Return shipments or replacements shall only be accepted after the Parties have consulted about them and permission for the return has been given.
 
4. Risk coverage
Ofichem BV shall have the goods transported based on the terms and conditions of transport of the Stichting Vervoersadres [Transport Address Foundation], The Hague or other equivalent conditions. The seller shall insure the goods under the usual and standard terms and conditions.
 
5. Retention of title
Ofichem BV shall retain title to all goods delivered by it up to the time of full payment of the purchase price of all goods delivered or to be delivered by it to the buyer, as well as for the
benefit of all claims with respect to activities performed or to be performed by it in connection with the delivery of the goods and which Ofichem BV may assert against the buyer because of the buyer’s failure to perform the agreement concluded with Ofichem BV, including out-of-court collection costs, interest and penalties.
As long as it fulfils its obligations towards Ofichem BV, however, the buyer shall be entitled to
have disposal of the goods in connection with normal business operations. It shall not be entitled to encumber the goods or transfer ownership of them as security. The buyer is obliged to immediately inform Ofichem BV of any actions by third parties with regard to the goods and claims belonging to Ofichem BV
 
6. Complaints
Complaints shall only be processed if they have been reported in writing to Ofichem BV immediately, or, in any event, no later than eight days after delivery of the goods; in the absence of such complaints, the buyer shall have accepted the delivered objects unconditionally. With respect to complaints on account of damage caused by poor quality of the goods delivered, the liability of Ofichem BV shall be limited to an amount equal to the purchase price of the quantity consumed. Processing of a complaint shall not reduce the buyer’s obligation to make payment and purchase any remaining deliveries under the contract. Any right to complain shall be extinguished by the mere fact that the buyer has mixed the delivery or a portion thereof with, or processed the delivery or a portion thereof into, any other object of any nature whatsoever.
 
7. Technical information
Information regarding the technical application, whether oral, written or obtained through tests, shall be provided to the best of Ofichem BV’s knowledge, but shall only represent indicative instructions without obligation, also with respect to any third parties. They shall not discharge the buyer from the obligation to check the products delivered for their suitability for the intended processes and objectives. Application, use and processing of the products shall fall within the scope of the buyer’s own responsibility, without Ofichem BV accepting any liability in this respect. Should it nevertheless turn out that Ofichem BV is liable in some way, such liability shall, in all cases of damage, remain limited to the purchase price of the goods delivered by Ofichem BV and used by the buyer.

 
 
8. Place of delivery
The place of delivery shall be the agreed delivery site.
 
9. Guarantees
Unless otherwise agreed in writing, the guarantee provisions and conditions applicable between the manufacturer and Ofichem BV shall apply to the delivery of goods.
 
10. Payment conditions
Unless otherwise agreed in writing, payment must be made in cash and without a discount within
14 days after delivery of the goods. If this time period is exceeded - even if the payment is not made in cash but in some other manner - the buyer shall automatically be in default. Ofichem BV shall be entitled at all times to demand full or partial payment in advance.
If, for any reason whatsoever, the buyer is in default, Ofichem BV shall be entitled to suspend performance of its obligations.
As from the day that payment should have been made, the buyer shall owe interest on the amount outstanding, calculated with reference to the statutory interest rate.
If the agreed payment period is exceeded, Ofichem BV shall be entitled to charge out-of-court collection costs if and when it engages appropriate persons and institutions in this regard to collect the claim. These collection costs shall total 15 percent of the amount outstanding, with a minimum of EUR 250. Ofichem BV shall not be required to prove that collection costs were
actually incurred. Payment shall mean the receipt of money or transfer of the amount due in the
manner and into the bank account indicated by Ofichem BV on the invoice, and shall not be deemed to have been effected until Ofichem BV can have free disposal of the money.
 
11. Liability
Except as stated in the following paragraphs, Ofichem BV shall never be liable for any damage whatsoever, direct or indirect, including loss of profits and consequential loss, which the buyer may incur on account of the agreement concluded with Ofichem BV The buyer shall indemnify Ofichem BV in this respect against third-party claims. The liability of Ofichem BV shall be limited to replacement of the defective product delivered, if applicable, or restitution of the agreed price or a proportional part thereof, all of this at the discretion of Ofichem BV Moreover, Ofichem BV shall not accept any liability, except insofar as the liability insurance it has taken out allows it to claim a benefit in such instances. In that case, Ofichem BV shall never be liable for a higher amount than that benefit.
In addition, the buyer shall indemnify Ofichem BV against all actions and claims in respect of infringement of any intellectual or industrial property rights owned by third parties, if such an action or claim is directly or indirectly due to the fact that the goods are being delivered in accordance with the buyer’s requirements or specifications.
In the event of mistakes by persons engaged by it to perform the agreement, Ofichem BV shall only be liable insofar as the liability insurance it has taken out /allows it to claim a benefit in such instances. Liability shall not in any case exceed the amount of that benefit.
 
12. Set-off and suspension
The buyer shall not be allowed to set off any amount owed by it to Ofichem BV against amounts which Ofichem BV may owe the buyer.
Ofichem BV shall be entitled to suspend the further performance of its activities or to postpone the delivery as long as the buyer has not satisfied all its obligations towards Ofichem BV This right to suspend performance shall apply until such time as the buyer has performed its obligation, unless Ofichem BV has in the meantime exercised its right to dissolve the agreement, all of this without prejudice to its right to damages.

 
13. Dissolution
Without prejudice to any of the other provisions in this agreement concerning dissolution, the agreement shall be dissolved at such time as the buyer is put into involuntary liquidation,
requests suspension of payments, or loses its power to dispose of its property or portions thereof due to attachments being levied, its being placed under guardianship or other reasons, without judicial intervention and without any notice of default being required, unless the trustee in bankruptcy or administrator recognizes the obligations arising from this agreement as debts of the estate.
 
14. Use of trademarks/business names/packaging
The buyer shall not be allowed to use trademarks/business names/packaging of Ofichem BV without prior written permission. The buyer shall be obliged to use trademarks/business names/packaging of Ofichem BV or of its suppliers if Ofichem BV so desires. In both cases, the buyer must adhere to the instructions of Ofichem BV Breach of the foregoing shall result in the buyer’s forfeiting an immediately due and payable penalty to Ofichem BV of EUR 25,000.
 
15. Applicable law and disputes
All actions performed by Ofichem BV, including the agreements concluded by it, shall be governed solely by Dutch law.
Any disputes between Ofichem BV and the buyer which may arise from the agreement concluded between them shall, at the discretion of Ofichem BV, be decided by the court which has jurisdiction under the statutory jurisdictional rules, or by the competent court in the district where the registered office of Ofichem BV is located.