Sale and delivery

General Conditions of Sale and Delivery 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: Buyer of the Products
Seller: TANATEX Chemicals B.V.
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 Buyer is expressly rejected.


2. Offers, Orders
2.1 All offers are without obligation.
2.2 Buyer's orders shall be subject to written acceptance or start of performance by Seller.


3. Prices
3.1 Prices for the Products quoted by Seller are based on delivery EXW (ex works), do not include VAT, other taxes to be imposed as stipulated by the authorities, packaging material other than drums or containers, and shall be expressed in Euro.
3.2 Where payment has been agreed in a currency other than Euro, Seller reserves the right to reduce or increase the amount originally agreed so that, when translated into Euro, the sum invoiced is equivalent to the Euro value resulting from translation of the amount originally agreed at the time the contract was concluded.


4. Invoice and Payment
4.1 The weight of the Products on which the invoiced amount is to be calculated shall be ascertained in the dispatch department of Seller's plant from which the Products are supplied unless Buyer wishes them to be weighed, at his expense, by the railway authorities at the station of dispatch.
4.2 Payments for the Products shall be made by Buyer within 30 days of the invoice date in the way indicated by Seller.
4.3 Payment shall not be deemed to have been effected until the amount has been cleared into one of Seller's accounts.
4.4 All bank charges incurred by Seller as a result of any payment of Buyer shall be for Buyer's account.
4.5 Seller reserves the right to use payments for the settlement of the invoices which have been outstanding, plus any interest on arrears and costs accrued thereon, in the following order: costs, interest, principal claim.
4.6 Where Seller has reason to doubt Buyer's solvency or creditworthiness, Seller may require that advance cash payment, security or additional security be provided by Buyer in a way acceptable for Seller for the fulfilment of his obligations, in particular payment of the price agreed upon. Non-compliance with a written request to that effect from Seller shall entitle Seller to demand full and immediate payment of the price agreed upon, or dissolve the agreement by means of a written statement without judicial intervention being required, without prejudice to Seller's right to compensation. If Buyer has not, within 14 days, complied with a request as referred to above, his obligations are immediately due and payable.


5. Delivery
5.1 Delivery shall be EXW (ex works).
5.2 Seller shall make every effort to effect delivery as early as possible. Any term or date of delivery quoted by Seller will be quoted as accurately as possible, but will have no binding effect.
5.3 If Seller cannot deliver within a reasonable period of time, Seller shall inform Buyer thereof as soon as possible.
5.4 The risk of destruction, loss or damage shall pass from Seller to Buyer upon delivery.


6. Retention of Title
6.1 Title to the Products shall not pass to Buyer until he has fulfilled all of its obligations under any and all contracts of sale of the Products or for the performance of services or labor in connection with the Products, and has settled all claims arising from the breach by Buyer of its obligations under such contracts.
6.2 If Buyer defaults on his obligations to Seller, Seller shall have the right, without granting a respite and without canceling the contract, to demand the return of the Products to which he retains title. Acceptance of the returned Products shall not constitute cancellation of the contract unless Seller has expressly declared this in writing. If Seller cancels the contract, he shall have the right to demand appropriate compensation tor having permitted Buyer to use the item for a certain period.
6.3 If Products to which Seller retains title are processed into new products, Buyer shall be deemed to be effecting such processing on behalf of Seller without thereby acquiring any claims on Seller. Seller's title shall thus extend to the products resulting from the processing. If Products to which title is retained by Seller are processed together with, mixed with or attached to Products to which title is retained by third parties, Seller shall acquire co-ownership of the resulting products in the ratio of the invoice value of the Products owned by him to the invoice value of the Products owned by those third parties. If the Products, as a result of such mixing or attaching, become part of a principal matter of Buyer, Buyer, by accepting these general conditions, assigns in advance his title to the new item to Seller.
6.4 Buyer shall be under obligation to provide, on behalf of Seller, adequate storage of the item to which Seller retains title, to service and repair this item at his expense and to insure the same at his expense against loss and damage up to an extent which may reasonably be expected of a prudent businessman. By accepting these general conditions Buyer assigns in advance to Seller any claims which may accrue to him under the insurance policies.
6.5 As long as Buyer duly meets his liabilities to Seller, he shall have the right, in the normal course of business, to do as he wishes with the Products to which Seller retains title. This shall not apply, however, if he and his customers have concluded an agreement according to which Buyer must not assign his claims on them to third parties. Buyer shall not have the right to pledge, mortgage or otherwise encumber the Products to which Seller retains title. When reselling the Products, Buyer shall make the passing of the title subject to full payment of the Products by his customers.
6.6 Buyer assigns in advance to Seller any claims which may arise from a resale of the Products to which Seller retains title, together with any incidental rights and security interests including bills of exchange and checks, so as to provide Seller with security for all claims he has on Buyer as result of the business connection. If Products to which Seller retains title are sold together with other Products at a single price, the assignment shall be limited to the portion of the invoice value which covers the Products to which Seller retains title. If Buyer sells Products of which Seller has co-ownership pursuant to clause 6.3, the assignment shall be limited to the portion of the invoice value which corresponds to Seller's co-ownership. If Buyer uses Products to which Seller retains title for processing a third party's product on a contract basis, in accepting these general conditions he assigns in advance his contractual claim on the third party to Seller in order to provide him with security for his claim. As long as Buyer duly meets his liabilities to Seller, he may collect claims from a resale or from contract processing himself. He shall not have the right to assign or pledge such claims as security.
6.7 If Seller believes his claims to be at risk, Buyer shall, at Seller's request, inform his customers of the assignment of his claims to Seller and supply Seller with all necessary information and documents. Any acts of third parties aimed at seizing Products to which Seller retains title or at appropriating claims assigned to him shall be brought to Seller's attention by Buyer immediately.
6.8 If the value of the security provided to Seller exceeds the value of the claims to be safeguarded by more than 20 percent, Seller shall, at Buyer's request, release security of his own choice accordingly.


7. Notification of Defects
7.1 Notification of defects shall only be recognized if filed in writing, together with supporting evidence, samples and packing slips, stating the invoice number and date, and the markings on the packaging.
7.2 Buyer shall inspect the Products upon delivery. Defects must be notified to Seller immediately, but not later than within two weeks of receipt of the Products, failing which the claim shall immediately lapse.
7.3 Hidden defects must be notified to Seller immediately upon discovery, but not later than five months after receipt of the Products, at any rate after discovery was reasonably possible, failing which the claim shall immediately lapse. The burden of proving that a defect is a hidden defect shall rest with Buyer.
7.4 Products forming the subject of a complaint shall not be returned to the Seller except with Seller's express consent.


8. Buyer's Rights in the event of Defects
8.1 Warranty claims made by Buyer shall only entitle Buyer to be supplied with replacement. If the replacement provided by Seller is also defective, Buyer may reduce the purchase price or opt to cancel the contract. Claims for damages as defined in article 9 shall remain unaffected by the above. Claims made by Buyer due to expenses incurred as a result of reworking, in particular transport, travel, labor and material costs, shall be excluded where such expenses have been increased by the fact that the item was subsequently transported to a location other than the premises of the party placing the order, unless the Products were supplied to this location in line with their intended use.
8.2 In the event of recourse to the guarantee by Buyer following a successful claim against the latter on the basis of the provisions governing the purchase of a consumer good, the claims under a right of recourse in accordance with the regulations on the purchase of consumer Products shall remain unaffected. Article 9 shall apply to any claim for damages.
8.3 Buyer must inform Seller without delay of any case of recourse within the supply chain. Statutory claims under a right of recourse by Buyer against Seller shall not apply with respect to arrangements entered into by Buyer with his customer over and above statutory warranty claims.


9. Liability
9.1 Under no circumstances shall Seller be liable for consequential damages, including but not limited to lost profits, incurred loss, lost savings, turnover or instructions, damages as a consequence of production- or business interruption or discontinuation.
9.2 Seller shall not be liable for any acts or omissions by subordinates as referred to in article 6:170 and other persons as referred to in article 6:171 Netherlands Civil Code.
9.3 Seller is only liable for a shortcoming by a third party if and to the extent that the damage arising therefrom can be recovered from that third party. Seller may accept any limitation of liability by a third party on behalf of its clients.
9.4 The total collective liability of Seller shall in all circumstances be limited to the amount that is paid out under Seller's liability policy/ies in the matter concerned. If, for whatever reason, the insurer makes no payment under the above insurance policy, any liability shall be limited to the invoice value of the consignment concerned.


10. Periods of Limitation
All claims of Buyer against Seller, including but not limited to claims for damages, shall expire one year after the date the cause for the claim has arisen, or if the product is processed. Compelling regulations governing the statutory period of limitation or the question of liability, such as, for example, liability for the assumption of a guarantee, liability for willful intent and gross negligence, for death, physical injury or damage to health, for the violation of essential contractual obligations, liability in accordance with the product liability law and the provisions relating to the sale of consumer Products shall remain unaffected.


11. Force Majeure
11.1 Except as hereinafter provided, no party shall be liable for any reasonable default or delay in the performance of the terms of these general conditions where such failure is due to force majeure (as hereinafter defined) affecting that party.
11.2 The term "force majeure" 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 general conditions, including, without limitation, unforeseeable production, traffic or shipping disturbances, fire, floods, unforeseeable shortages of labor, utilities or raw materials and supplies, strikes, lockouts or industrial disputes or disturbances, civil disturbances, restrictions or obstructions in respect of the extraction, production, supply and/or importation of raw and auxiliary materials for the Product, acts of government, the inability to obtain or retain necessary authorizations, permits, easements or rights of away, and any other hindrances beyond the control of the party obliged to perform which diminish, delay or prevent production, shipment, acceptance or use of the Products, or make it an unreasonable proposition.
11.3 If, as a result of the hindrance, supply and/or acceptance is delayed by more than eight weeks, either party shall have the right to cancel the contract. Should Seller's suppliers fail to supply him in whole or in part, Seller shall not be under obligation to purchase from other sources. In such cases, Seller shall have the right to distribute the available quantities among his customers while at the same time taking into account his captive requirements.


12. Properties of Goods, Technical support, Use and Processing
12.1 The properties of the Products shall as a general rule only include the properties as stated in the product descriptions, specifications and labeling of Seller. Public statements, claims or advertising shall not be classed as information on the properties of the item for sale.
12.2 Technical advice provided by Seller verbally, in writing or by way of trials is given in good faith but without warranty, and this shall also apply where proprietary rights of third parties are involved. The Seller's technical advice shall not release Buyer from the obligation to test the products supplied by Seller as to their suitability for the intended processes and uses. The application, use and processing of the products are beyond Sellers control and therefore entirely Buyer's responsibility.


13. Trademarks
13.1 Buyer shall not have the right to refer to Seller's products when offering or supplying substitute products or, in price lists or similar business communications, to use the word "substitute" in conjunction with Seller's protected or unprotected product designations or list these designations together with any designations for substitute products.
13.2 When using Seller's products for manufacturing purposes or when processing them into new products, Buyer shall not have the right, without Sellers prior consent, to use Seller's product designations, especially his trademarks, on the resulting products or on the packaging therefor or in any relevant printed matter or advertising literature, particularly by mentioning Seller's products as components of his own products. The supply of Products under a trademark shall not be deemed agreement to the use of this trademark for the products manufactured therefrom.


14. Set off
14.1 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.
14.2 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.


15. Applicable Law, Interpretation of Trade Terms, etc.
15.1 All legal relationships between the parties will be governed by Netherlands law including the UN Convention on Contracts for the International Sale of Goods.
15.2 Customary trade terms shall be interpreted in accordance with the Incoterms effective at the time.


16. 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.


17. Invalidity of Individual Clauses
Should any clause in these general conditions of sale and delivery 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 purpose of the original provision in as far as legally possible.

Sale and Delivery.pdf