General Terms and Conditions 

General
1.All contracts with the buyer shall be subject to Dutch law and to these terms and conditions.

2.The contract with the buyer may until eight days from its conclusion be revoked by the seller, without the seller being liable for any compensation for damages.

3.The seller shall not be bound by the technical information stipulated in the quotation, the order or the acknowledgment of order, nor obligated to inform the buyer of changes. The seller shall be entitled at all times, in order to allow for packaging units, to round off the number of items ordered upwards and to charge through any intervening price increases on the part of its supplier, where under shall be included increased carriage costs and similar. Without prejudice to its right to compensation for damages the seller shall be entitled to dissolve this contract should the buyer be negligent in meeting its obligations pursuant to this or another contract with the seller, or when the seller, for example in connection with the creditworthiness of the buyer, has reasonable grounds for suspecting that the buyer may in the future remain negligent in meeting its obligations.


Delivery
1.Delivery shall be deemed to have been made, as soon as the seller releases the goods to the buyer or has them released on its behalf. Transport shall be for buyer’s account and risk. Seller shall be entitled to make partial deliveries. Unless the buyer has expressed reservation on the transport document involved, it shall be deemed to have received the goods in satisfactory condition.

2.Periods of delivery stipulated by the seller may never be regarded as firm deadlines. 
In cases of failure to deliver in time the seller must be notified of default in writing.

3.The goods supplied shall remain the seller’s property until all seller’s invoices unpaid at that moment, including interest and expenses, have been paid. Failure by the buyer to meet any one of its obligations to the seller arising from this or any other contract concluded with the seller for supply of goods or implementation of services shall entitle the seller to recover or have the goods recovered at buyer’s expense and to dispose of them freely. Buyer extends herewith irrevocable consent to seller’s access, in exercise of its rights as stipulated in this article, to all sections of buyer’s premises for the purpose of recovery of goods.


Payment
1.Invoices must, unless agreed otherwise, be paid within thirty days of invoice date, where after, after expiry of such period, the buyer shall be due 1% interest per month and/or part thereof for the amount of unpaid invoice. Discount of 2% of the invoice amount shall be allowed for payment within eight days of invoice date, provided there are no preceding invoices unpaid.

2.Payment by cheque or bill of exchange shall be permitted only when transfer to the seller’s bank is possible, and shall be accepted subject to clearance. Should the bank not pay out a cheque or bill of exchange issued by the buyer, the buyer shall be immediately in default, which breach of buyer’s obligation shall be grounds for immediate dissolution of the contract.

3.Set-off with any counterclaims of the buyer that are disputed by the seller is impermissible.

4.Failure to pay on time shall result in the amount of the receivable being increased, after the payment period has expired, by out-of-court collection charges which are 15% for the first € 2.949,57; 10% for the remainder to € 5.899,14; 8% for the remainder to € 14.747,86; 5% for the remainder to € 58.991,43; 3% for the remainder in excess of € 58.991,43, with a minimum of € 90,76, without prejudice to seller’s right to compensation for other damages

5.Buyer shall moreover be due to seller all expenses of legal process and the costs of legal representation entailed therewith, included those amounts not awarded by the court, that seller has had to incur pursuant to execution of this contract with buyer, unless seller by losing the action has had all the costs awarded against by the court.


Warranty, complaints
1.The seller shall warrant proper operation of the goods appropriate to their nature and intended purpose in practice for a period of one year from the day of delivery to the party purchasing from the buyer, but for not more than two years from delivery to buyer. The burden of proof for defects shall reside with the buyer.

2.Complaints, irrespective of their nature, must be notified to the seller in writing within eight days of the buyer’s receiving the goods, or - in the event of concealed defects - after such defect has been detected. Exceeding this interval, for any reason whatever, shall cause every claim to expire.

3.Returning goods at the seller’s expense shall be permitted only with the seller’s explicit permission. When in such case the claim proves unfounded, all costs incurred by the seller shall revert to buyer’s account. The seller is in all other cases entitled to refuse to accept returned goods or to return them to the buyer’s at latter’s expense.

4.Should a complaint refer only to a portion of the goods itemized on an invoice, the buyer shall remain obligated to pay the remainder of the invoice.


Liability
1.The seller’s liability shall be restricted to meeting the warranty obligations stipulated by these General Terms and Conditions.

2.Excepting intent or gross negligence on the part of the seller, and subject to that stipulated in the previous paragraph, all forms of seller’s liability, such as that of interruption to business, consequential damage and damage due to seller’s liability shall be excluded in these General Terms and Conditions.

3.Buyer shall be held to protect from and further to indemnify seller for all claims submitted by third-parties for compensation for damage, for which seller’s liability in its relationship with buyer has been excluded in these General Terms and Conditions.

4.In cases of damage caused by a defect to the product supplied seller shall at buyer’s request advise buyer within a reasonable period of the identity of the manufacturer of the product or of party that supplied the product to seller.


Choice of jurisdiction
1.The District Court of Amsterdam shall, subject to the legal provisions with respect to the powers of the sub-district court magistrate and seller’s discretion to apply to the court in buyer’s business location, be authorized to in first instance hear disputes arising from contracts concluded between buyer and seller.