General terms and conditions
1. Acceptance by the Buyer of INNOSOLIDS BV offers, which will at all times be made without commitment, shall imply acceptance of INNOSOLIDS BV’s General Conditions of Sale and Delivery. Every departure from the aforesaid Conditions, as contained in any document of the Buyer or otherwise, shall be without force and effect unless such a departure has been confirmed in writing by INNOSOLIDS BV to the Buyer to have been agreed upon. The Conditions shall also be applicable to any future agreements, entered info between the parties.
2. An agreement between INNOSOLIDS BV and the Buyer shall only materialize when INNOSOLIDS BV has sent a confirmation of the order to the Buyer, unless INNOSOLIDS BV should desist from sending a confirmation of the order; in the later case INNOSOLIDS BV’s invoices shall be deemed to be confirmations in writing of the order, Verbal arrangements shall have to be confirmed in writing on behalf of INNOSOLIDS BV’s Board of management in order to be valid. Every confirmation of an order shall be made under the proviso of force majeure. Any form of force majeure which shall be under-stood to include interruptions of operations or traffic interruptions, fire damage floods, lack of personnel, of power, of raw materials and of auxiliary materials, strikes, lock-outs, transport problems, measures of Governments or other authorities, or other interruptions, that re-duce, delay or prevent the manufacturing, the transport, the sales or the consumption- shall exempt INNOSOLIDS BV from its obligation to deliver as long and in so far as the interruptions continue.
3. INNOSOLIDS BV shall be entitled to commission the carrying out of this agreement- inclusive of the delivery and the invoicing- in whole or in part to one or more other business enterprises of the INNOSOLIDS BV Group of Companies, which other business enterprise(s) shall in such cases represent and act in the name and in behalf of INNOSOLIDS, which shall continue to be the Buyer’s contracting party.
4. The contract price shall be deemed to be INNOSOLIDS BV actual sale price of the product in question as at the time of the dispatch of the goods, which shall be the price that INNOSOLIDS BV currently agrees upon with its buyers for the product in question as at the day of dispatch of the goods. In the event of more than one delivery the contract prices shall therefore be deemed to be INNOSOLIDS BV actual contract prices- as specified in this article- current as at the time of the dispatch of every one of those deliveries.
5. The time of delivery shall in every case be stated by INNOSOLIDS BV as an approximation and shall not form part of the agreement.
6. Unless Explicitly stated otherwise in the confirmation of the order, the goods shall travel wholly for account and risk of the Buyer; irrespective of who was the party by whom the transport agreement(s) may have been concluded. This shall also apply to deliveries “free destination” or deliveries ‘freight paid”. INNOSOLIDS BV undertakes the obligation, whenever necessary, to transfer the rights ensuing from the transport agreement(s) to the Buyer, provided that as the time of such transfer full payment has been made by the Buyer of whatever is due to INNOSOLIDS BV in all other respects these General Conditions of Sale and Delivery shall be interpreted in accordance with the rules of Incoterms of the International Chamber of Commerce, as in force as at the time the agreement is entered into.
7. All goods delivered shall up to and including the moment of payment in full of the amount of the invoice-which shall include the actual payment of bills of the exchange- and of anything that the Buyer may in any other way be owing to INNOSOLIDS BV , remain the property of INNOSOLIDS BV. The Buyer shall only and exclusively be untitled to have control of the goods within the scope of proper commercial practice. The Buyer shall transfer to INNOSOLIDS BV any of this rights that might ensue from the sale of goods subjects to retention of ownership in terms of this agreement.
8. The Buyer shall be under the obligation to pay the invoices sent with relation to the goods, within the period stated on the invoices and into INNOSOLIDS BV banking or giro account as mentioned on the invoice, all of this in as far as not otherwise stipulated by INNOSOLIDS BV in the confirmation of the order. In the event of no payment being made or payment not being made on time, interest shall be due by the Buyer to INNOSOLIDS BV as from the date payment should have been made until the date of payment in full; the rate of interest shall be equal to the rate of debit interest as charged by INNOSOLIDS BV banker as at time of the delay. Interest shall have to be paid forthwith; all payments made by the Buyer shall be allocated firstly by way of reduction of any interest and costs due and only thereafter by way of reduction of the principal sum.
9. In the event of no payment being made or payment not being made on time all extra judicial costs of collection, as obtaining as the time of such measures, shall also be due by the Buyer to INNOSOLIDS BV. Should no tariff for extra-judicial costs of collection obtain the then extra-judicial costs of collection shall be deemed to amount to a percentage of 15% on the amount of principal sum. The extrajudicial collection costs for business-to-business assets are calculated on the basis of Directives of the European Parliament and of the Council and are at least € 40, – (excluding VAT). In addition, there are registration fees calculated. The registration fee is € 25, – (excluding VAT).
10. INNOSOLIDS BV shall not undertake any guarantee, neither expressly not implicitly, other than that the goods shall meet INNOSOLIDS BV ordinary product specification. INNOSOLIDS BV shall vis à vis the Buyer in any event not be under any obligation to give any guarantee in excess of that which INNOSOLIDS BV has been able to stipulate with relation to the goods in question from the supplier who has delivered these to it. Any recommendations made on the part of INNOSOLIDS BV with relation to the qualities, the use or the application of what has been bought shall be given to the best of its knowledge, but without any liability on the part of INNOSOLIDS BV with relation to the results to be obtained. The Buyer shall undertake all liability for damage, which might arise as a result of treatment or processing of the goods delivered. INNOSOLIDS BV shall not be liable for any loss of profits and consequential damage whatsoever. INNOSOLIDS BV liability for goods delivered shall be limited to at most the amount of the purchase price of the goods in respect of which damages are claimed, provided however, that these have been claimed by not later than 3 months after the de-livery of what has been bought.
11. The Buyer shall be under an obligation carefully to examine the goods immediately after they have been received. Any complaints shall have to be lodged in writing at INNOSOLIDS BV offices within eight days after the goods have been received by the Buyer, failing which the goods shall be deemed to have been accepted by the Buyer.
12. The Buyer shall be under an obligation to afford an opportunity to INNOSOLIDS BV representative and/or the expert appointed by INNOSOLIDS BV, to examine the goods about which a complaint has been made, at a time and place to be stated by INNOSOLIDS BV or on behalf of INNOSOLIDS BV.
13. Defects in quality of and/or complaints with relation to goods delivered shall only and exclusively entitle the Buyer to claim the delivery of substituting goods of a proper quality against the return of the faulty goods. INNOSOLIDS BV obligations shall be discharged by its offer in writing of the substituting goods to the Buyer.
14. Shortages in the amounts delivered of more than then (10) percent of the quantity agreed upon shall entitle the Buyer to claim supplementary deliveries, differences in the amounts delivered that exceed the quantity agreed upon by more than ten percent shall entitle the Buyer to refuse the excess.
15. In the event of the Buyer refusing to fulfill one or more of his obligations ensuing from the agreement, in the event of the Buyer being adjudicated bankrupt and in the event of the Buyer making an application for a suspension of the payment of his debts, INNOSOLIDS BV shall be entitled to suspend any further deliveries and/or retake possession of goods delivered, and the agreement entered into shall then be deemed to have been dissolved with immediately effect, unless INNOSOLIDS BV should claim fulfillment of the agreement. INNOSOLIDS BV shall be entitled to claim damages in any form whatsoever for damage that has been caused by the premature termination of the agreement.
16. Goods returned with INNOSOLIDS BV consent will only be accepted by INNOSOLIDS BV in their original packaging; the costs if transport shall be for account of the Buyer.
17. Packing materials will not be taken back.
18. The place where this agreement has been entered into and the place of delivery and of payment shall be the place of INNOSOLIDS BV domicile, as contained in its statues. Any disputes that might result from the agreement and from any agreements ensuing there from shall be adjudicated upon by the Court having jurisdiction in the area of the domicile of the Defendant, unless INNOSOLIDS BV should as Plaintiff prefer to submit the dispute to the Court of its own-i.e. INNOSOLIDS BV residence; the aforesaid provisions shall not preclude the parties from submitting a dispute- but by not later than 14 days after either party has by registered letter notified the other party that a dispute has arisen – by mutual agreement for a decision in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce, by one or more Arbitrators appointed in terms of those rules.
19. Only the English text of these Conditions shall be operative, in the event of any differences of opinion as to the interpretation of the English text, the text written in the language of the law that is applicable shall be decisive.