General Conditions of Purchase of TANATEX Chemicals B.V.
1. General
1.1 The following capitalised terms and expressions in these general conditions shall have the following meaning:
Buyer: TANATEX Chemicals B.V.
Seller: Seller of the Products to Buyer
Product: product mentioned on the order form
1.2 The general conditions shall be applicable to all legal relations, which may exist, between Seller and Buyer with respect to or in relation to a sale or intended sale of Products.
1.3 Applicability of any general conditions of Seller is expressly rejected.
2. Offers, Orders
2.1 Seller's offer shall cover exactly the quantities and qualities specified in Buyer's inquiry. Any departure therefrom shall be expressly mentioned. The offer shall be submitted cost-free and without any obligation being imposed on Buyer. Remuneration for cost estimates shall only be paid by special arrangement.
2.3 An agreement is concluded only through written acceptance by Buyer of an offer made by Seller. Orders and alterations to orders shall be made in writing. In case of doubt, verbal agreements or arrangements discussed over the phone shall only be binding if confirmed in writing.
2.4 The following details shall be stated in all correspondence; the purchasing department, the complete order number, the date of the order, Buyer's reference and Buyer's article number(s), if applicable.
3. Prices
3.1 Prices offered will be fixed for the entire offering period and may not be increased after the agreement has been concluded.
3.2 Unless expressly agreed otherwise, all prices of Seller shall exclude VAT, but shall include (if applicable) other taxes to be imposed as stipulated by the authorities, costs of adequate packaging, stowage material, transport, transport insurance, specifications, descriptions, operating and/or assembly instructions, drawings and calculations and everything that Buyer reasonably needs to use the Products for the intended purposes.
4. Invoice and Payment
4.1 Seller's invoices shall agree with the respective orders in their wording, order of items and prices. Any additional or deleted services or supplies shall be stated separately in the invoice.
4.2 Payment shall be made within 60 days after receipt of a sufficiently clear invoice by Buyer.
4.3 Payment shall not be deemed to constitute acceptance of conditions and prices or acknowledgement that the Products fully comply with the agreement. The time of payment shall not affect Seller's warranty obligations or Buyer's right of complaint.
4.4 Payment will be due by Buyer only if the Products delivered meet the agreement in full.
5. Transport
5.1 No later than on the day on which the Products are dispatched, Seller shall send Buyer a detailed dispatch note for each consignment separately from the Products and invoice. The Products shall be accompanied by a delivery note and packing slip.
If the Products are sent by ship, the shipping papers and invoice shall state the name of the shipping company and of the ship.
Seller shall show in full the order reference number and point of unloading specified by Buyer in all dispatch notes, delivery notes, packing slips, bills of lading and invoices, on the outer packaging of the Products and elsewhere if appropriate.
5.2 Seller will at all times arrange for safe packaging and loading of the means of transport, regardless of who gave the order for the transport. Seller will be required to take back without any costs for Buyer the packaging and any stowage material at the request of Buyer. Seller will ensure that all applicable regulations in the countries concerned are observed, also by the carrier(s). The accompanying documents shall show not only the risk category but also any further particulars required by the appropriate transport regulations.
5.3 Seller shall be liable for any damage caused by non-compliance with these provisions and shall pay any costs incurred thereby. He shall also be responsible for ensuring that these transport requirements are complied with by subcontractors.
5.4 Any consignments of which Buyer is unable to take delivery because of non-compliance with thes eprovisions shall be stored at Seller's expense and risk. Buyer shall have the right to ascertain the contents and condition of such consignments. Tools and erecting equipment shall not be loaded together with Products.
6. Delivery
6.1 Delivery shall be DDP (Delivered Duty Paid) and shall take place strictly and without delay on the place and date agreed upon by parties. If Seller has reason to assume that he will not be able to meet, or meet in time, all or part of his contractual obligations, he shall inform Buyer thereof immediately, stating the reasons and the likely duration of the delay.
6.2 Should Seller fail to effect delivery within the agreed period, he shall be in default by the passing of that date and shall be held liable under the existing legal provisions. This shall not affect his obligation to pay such penalty for delayed delivery as may have been agreed by the parties. Any such penalty will not be deducted from damages, if any.
6.3 Delivery will take place at the expense and risk of Seller.
6.4 The Products shall deem to be delivered after delivery at the place agreed upon by parties and the consignment notes have been signed for approval and the Products have been approved by Buyer.
6.5 Title to all Products delivered and appurtenances will pass to Buyer at the moment at which the risk in those Products passes to Buyer.
6.6 In the event that payment has been made in advance title to the Products will pass to Buyer at the moment at which the account of Buyer has been debited, and Seller will regard the products as property of Buyer and will indemnify Buyer for any loss, damage and exercise of rights by third parties.
6.7 Buyer is entitled to delay a delivery for a maximum period of 30 days, without any right to compensation or damages other than what is stated hereafter. If Buyer decides to delay a delivery for a period as referred to above, although the Products will remain at the expense and risk of Seller, Buyer undertakes to pay to Seller the insurance premiums for those Products paid by Seller for the period of delay.
6.8 Partial deliveries will require the express prior approval of Buyer.
6.9 If applicable, Seller shall supply to Buyer no later than at delivery a certificate of analysis and/or a Material Safety Data Sheet.
7. Tests
If tests are specified for the Products to be supplied, Seller shall bear the costs of such tests, including his own personnel costs, but excluding Buyer's personnel costs.
Seller shall inform Buyer not less than one week in advance of the date on which the Products will be ready for testing and shall agree with him a date for the tests. If the Products are not presented for testing on this date, Buyer's personnel costs shall be borne by Seller.
If any defects are found in the Products which make it necessary to repeat the tests or conduct further tests, Seller shall pay all the personnel costs and other costs entailed. Seller shall also pay all the personnel costs and other costs incurred in connection with testing the materials used by him in executing the order.
8. Warranty, Liability and Notification of Defects
8.1 Seller warrants the Products supplied by him, all materials, raw materials and tools, to be new, of sound quality, free from defects which may reduce their value or affect their usability, to possess the agreed or guaranteed properties, to be suitable for the purpose stipulated in the order, to be in conformity with the agreement and generally accepted technical practice, and to conform to the most recent regulations and standards.
Should the delivered Products fail to meet any or all of these requirements, Buyer shall be free to demand a remedy of the defect or the supply of defect-free Products, to cancel the contract or reduce the purchase price under the existing legal provisions, or to demand compensation or reimbursement for needless expenditure.
8.2 Unless expressly agreed otherwise, the statutory warranty periods shall apply.
8.3 Seller's warranty shall also cover any items manufactured by subcontractors.
8.4 If Seller is notified of a defect, the warranty period shall be extended by the time which elapses between such notification and the repair of the defect. If the item supplied by Seller is replaced in whole by a new one, the warranty period shall begin anew; if the item is replaced in part, the warranty period shall begin anew for the new parts.
8.5 Products which are subject to complaint under the warranty shall remain at Buyer's disposal until replacements have been supplied, whereupon they shall become the property of Seller.
8.6 In urgent cases, or if Seller defaults or fails in repairing a defect, Buyer may eliminate the defect himself at Seller's expense or avail himself of any of the other warranty rights mentioned in clause 8.1.
8.7 Acceptance of Seller's supplies and services by Buyer shall not affect Seller's obligations under the warranty.
8.8 Seller shall hold Buyer harmless from any product liability claims or claims raised under the Netherlands Product Liability Law if the defect giving rise to the claim has been caused by Seller or any of Seller's suppliers.
8.9 Notwithstanding these provisions Seller shall be liable under the existing legal provisions.
9. Force majeure
Seller may invoke an event of force majeure only if circumstances occur that cannot reasonably be held against any seller in similar circumstances andif Seller was not already in breach of contract.
10. Insurance
10.1 Seller shall take out at his own expense adequate liability insurance to cover damage resulting from services rendered by or Products delivered by or property belonging to him his personnel, or third parties commissioned by him. Seller shall, if so requested, submit to Buyer documents showing the sums insured per occurrence.
10.2 Any machines, apparatus, etc. supplied to Buyer on loan will be insured by Buyer against the usual risks. Any further liability of Buyer for destruction of such machines, apparatus, etc., or damage thereto, shall be excluded, unless it has been caused willfully or through gross negligence.
11. Incidental Items
11.1 All samples, molds, models, tools, films, specifications, drawings, standards, guidelines, methods of analysis, recipes and other Products or documents supplied by Buyer to Seller, or made by Seller with regard to or as part of the order, shall remain or become Buyer's property and shall not be used for any other purpose, reproduced or made available to third parties by Seller. Seller shall, if so requested, surrender them, and all copies and duplicates thereof, to Buyer without delay. Buyer reserves the intellectual and industrial property rights to all documents he supplies to Seller.
Seller shall regard the inquiry and the order, any know how, any of the information that comes to its knowledge in connection with performance under the order, and all work in connection therewith as a trade secret and treat it accordingly as confidential.
Seller shall provide Buyer with all documents needed for discussion of the Products or services to be supplied. Such discussion or other involvement of Buyer shall be exclusively within Seller's responsibility and shall not release Seller from any warranty or other obligations.
11.2 Seller shall supply to Buyer in good time, at no cost to Buyer and without being specially requested to do so, all documents needed by Buyer for the listing, use, erection, installation, processing, storage, operation, servicing, inspection, maintenance or repair of the Products supplied, including but not limited to the documents referred to in article 6.9.
11.3 Whenever Buyer specifies standards or regulations, the latest version shall apply. Seller shall request Buyer to supply him with his works standards and regulations, in as far as they have not already been supplied.
11.4 Seller may in no event rely upon the fact that it is not familiar with the purpose for which the good to be delivered or the service to be rendered is intended, or the circumstances in which the delivery must take place.
12. Assembly, Erection, Maintenance, Inspection, Repairs, etc.
12.1 If assembly, erection, maintenance, inspection, repairs, etc. are carried out in any of Buyer's factories, such work shall be subject to the safety and conduct regulations for contractors and their personnel of Buyer. These regulations will be supplied at the start of the assembly or erection work, or they should be requested from Buyer's plant security department.
12.2 Buyer shall not be liable for any property of Seller or his personnel which is brought onto Buyer's premises.
13. Patent Infringement
Seller shall be liable for any infringement of patents, licenses or protective rights or any (other) industrial or intellectual property rights of third parties that may result from the supply or use of the Products. Any license fees payable shall be borne by Seller.
14. Advertising Material
Seller shall not refer to his business connection with Buyer in any information or advertising material except with Buyer's written consent.
15. Set off
15.1 Each party may at any time set off its obligations towards the other party under these general conditions, in whatever currency and whether or not due and payable, against any claims which it may have against another party, in whatever currency and whether or not due and payable, under these general conditions or on any other ground.
15.2 The rights of each party under this article are in addition to and not exclusive of any other rights or remedies which that party may have.
16. Applicable Law, Interpretation of Provisions, etc.
16.1 All legal relationships between the parties will be governed by Netherlands law including the UN Convention on Contracts for the International Sale of Goods.
16.2 Customary trade terms shall be interpreted in accordance with the Incoterms 2000.
17. Origin of Products
The Products supplied must be conform to the conditions of origin specified in the preferential agreements of the EEC, unless the order confirmation expressly states otherwise.
18. Jurisdiction
All disputes arising from these general conditions shall be submitted to the exclusive jurisdiction of the competent court in Amsterdam, the Netherlands. The foregoing shall not limit the right of Buyer to initiate proceedings against Seller in any other jurisdiction.
19. Invalidity of Individual Clauses
Should any clause in these general conditions of purchase be or become invalid in full or in part, this shall not affect the validity of the remaining clauses or remaining parts of the clause concerned. The parties shall determine new provisions to replace any invalid provision, which shall embody the putpose of the original provision in as far as legally possible.
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