GENERAL TERMS AND CONDITIONS OF BLUE BEAR CHEMICALS B.V.,
LOCATED MAARSE EN KROONHOF 51, 1431PC AALSMEER, THE NETHERLANDS.
Definitions: Blue Bear Chemicals, hereinafter to be referred to as: “Supplier” • Customer, hereinafter to be referred to as: “Customer”
Article 1: Applicability
1.1 These general terms and conditions apply to all offers, estimates and contracts between Supplier and Customer, which application of these general terms and conditions the Supplier has declared appropriate, insofar as these general terms and conditions have not been explicitly amended in writing.
1.2 All offers, agreements, executions of orders and deliveries by the Supplier shall be exclusively governed by these General Terms and Conditions. Variations and any general conditions set by the Customer shall have effect only if and to the extent that they have been expressly accepted in writing by Supplier and shall in such case have effect solely pertaining to the agreement for which they have been accepted.
1.3 Customer in these conditions shall be taken to mean every legal entity, company or person that has entered into an agreement with Supplier and in addition to these, their representatives, proxies, designates and heirs.
1.4 Any existing sales or other conditions set by the Customer are explicitly deemed not applicable.
Article 2: Offers and quotations
2.1 All offers and quotations made by the Supplier, in whatever form, are non-binding, unless explicitly indicated otherwise. An offer or quotation will no longer be valid should the product named in the offer or estimate become unavailable during the time period in question.
2.2 Sending Customer offers and/or any other documentation will not oblige Supplier to accept an order. Order acceptance is communicated by an order confirmation in writing. All other communication is considered not-binding.
2.5 Supplier reserves the right to refuse orders without stating a reason.
Article 3: The agreement
3.1 Any agreement will only become valid due to an order confirmation referring to the respective order.
3.2 Any possible supplementary arrangements or modifications made later shall only be binding for Supplier if these have been acknowledged by Supplier in writing.
3.4 Unless specified differently on the order confirmation, all orders are based on prepayment.
3.5 Supplier will fulfil his duties as outlined in the agreement to the best of his abilities and capacities, demonstrating all requirements of professional workmanship, based on the prevailing standards at the time.
3.8 If and insofar as required for acceptable execution of this agreement, the Supplier is entitled to have certain duties performed by third parties.
3.9 Customer is responsible for supplying the Supplier in good time with all information the Supplier indicates are necessary or which the Customer may reasonably be expected to understand are necessary for the execution of the contract. Should the Customer not provide the information necessary for execution of the contract in a timely manner to the Supplier, then the Supplier is entitled to suspend completion of the contract and/or to charge all costs resulting from the delay to the Customer, according to the acceptable rates, and bill him for payment of same.
3.10 Supplier is not liable for damage arising in any form whatsoever resulting from Supplier acting upon inaccurate and/or incomplete information supplied by the Customer, unless this inaccuracy or incompleteness should have been known to the Supplier.
Article 4: Annulment
4.1 Should the opposing party wish to annul an agreement after the agreement has been made, 10% of the order price (including V.A.T.) shall be charged as annulment costs, without prejudice to right of Supplier to full indemnification, inclusive of lost profits. Once the products have been purchased at third parties, annulment is not possible.
Article 5: Prices
5.1 Prices as stated on the order confirmation are considered valid including the conditions specified.
5.2 Payment shall be made in the currency in which the price has been agreed and/or invoiced, unless otherwise agreed in writing; in the latter case any losses on exchange differences shall be for the client’s account.
5.3 In case of an increase of one or more cost price factors Supplier shall be authorised either to raise the agreed price accordingly or to cancel the order. Supplier shall not be liable for any damage arising directly or indirectly from such a change in price.
5.4 Supplier will inform Customer of his intent to raise the fee or tariff in writing. Supplier will indicate the scope and effective date of the price increase in this written communication.
5.5 Customer has a right to dissolve the agreement by means of a written statement, in case of a net price rise greater than 10%, occurring within three months after the agreement has been concluded. If Customer avails himself of this right Supplier reserves the right to charge for those goods which have been produced especially for him.
Article 6: Delivery
6.1 From the moment delivery is made in line with the delivery terms, the goods purchased are considered property of the Customer.
6.2 If transport of goods should be rendered impossible for reasons independent of the Supplier’s intention, then the Supplier is entitled – in consultation with the Customer – to store the goods and charge the Customer for all fees thus incurred, without diminishing the Supplier’s right to payment of the original sales price.
6.3 Customer is obliged to inspect the delivered goods or, where appropriate, the packing immediately after delivery, but in any case within 3 working days after delivery, for any possible imperfections and/or damage, or to carry out this inspection after we have been informed that the goods have been received by the opposing party. Inspection includes a thorough review of the certificate of analysis.
6.4 On the packing slip, the invoice and/or transport documents, Customer shall state or have stated any possible imperfections and/or damages noted for the delivered goods and/or packing present at the time of delivery. Should he fail to do so, Customer shall be considered to have approved of the delivered goods. In that case no complaints will be honoured.
6.5 Supplier is entitled – in consultation with the Customer – to deliver in partial shipments, which the Supplier may bill separately.
6.6 Any delivery period quoted in offers, confirmations and/or contracts shall be calculated to the best of the Supplier’s knowledge and will be observed as much as possible, but shall be non-binding. In the event of late delivery Customer consequently shall not be entitled to claim cancellation of the contract and/or damages, not even after Customer has been given notice of default, nor to consider any obligations of Customer under the contract suspended or extinguished. In case of an exceptional delay (of more than six weeks) from the original delivery period, Customer has a right to annul the agreement, unless this delay is caused by force majeure on the side of Supplier.
6.7 Where payment by instalments has been agreed, with the first instalment due upon placement of the order, no actual delivery shall be required prior to receipt of the first instalment.
6.8 When, after this delivery period has elapsed and Customer has not collected the goods, the goods will be placed in storage and charged to his account without prejudice to the right of Supplier to demand payment of the purchase price.
Article 7: Transport / risk
7.1 The goods shall be transported in the manner to be determined by Supplier.
7.2 Any possible specific wishes of Customer as to the transport or the consignment shall only be carried out at the expense and risk of Customer.
Article 8: Intellectual property rights
8.1 All product specifications, calculations, technical documents and the like, produced by Supplier or on behalf of Supplier during the execution of the agreement shall remain inalienable property of Supplier, as well as will the right to use same.
8.2 Customer guarantees Supplier at all times that, by using data provided by Customer or whatever else, Supplier will not infringe upon any legal regulations or protective duties of third parties.
8.3 Customer shall indemnify Supplier against all direct and indirect consequences of any third-party claims against Supplier, owing to violation of the guarantee mentioned in the second paragraph of this article.
8.4 Customer gives Supplier his unconditional consent for the use of any goods produced by him for purposes of advertising and/or display.
Article 9: Liability
9.1 Apart from the liability of Supplier, in the event of material defects and/or manufacturing defects arising before shipment of goods, either to replace or to repair the goods free of cost or to refund the purchase price, Supplier shall never be liable in any way whatsoever for any damage (to be) suffered by Customer or by third parties.
9.2 In any case the liability of Supplier towards Customer shall cease if Customer has not informed Supplier by registered letter of the existence of a defect within seven days after noting the defect or could reasonably have been noted, so that the Supplier might investigate the complaint.
9.3 Supplier shall not be liable for defects, including defects in materials or parts supplied to Supplier by third parties and used by Supplier, unless such defects are due to gross negligence or intent.
9.4 Supplier is in no way liable for indirect damage, understood to include consequential damage, loss of profit, missed savings opportunities or damage due to work stoppage.
9.5 Direct damage is exclusively taken to mean: – Reasonable costs established from the reason for and scope of damage, insofar as this calculation pertains to damage in the sense of these general terms and conditions; – Costs reasonably incurred by Customer to compensate for inadequate performance by Supplier of his duties as implied in this agreement, unless the inadequacy in his performance or the costs as meant here may be charged to the Supplier; – Reasonable costs incurred to prevent or limit damage, insofar as the Customer demonstrates that these costs have led to limiting direct damage as meant in these general terms and conditions.
9.6 Any future liability of the Supplier for damage to the Customer is at any rate limited to the sum which may be paid out by the insurance company in such an instance.
9.7 In any case Supplier shall not be liable for damages that have arisen or have been caused by the use of the goods delivered, other than the stated purpose for which Customer bought them.
9.8 If Supplier is liable with regard to the execution of an order or a delivery, we shall be authorised, as we so choose, either to deliver replacement goods or to repair the goods, or to credit Customer with part of the purchase price or delivery price proportional to the defective delivery.
9.9 All liability towards third parties arising directly or indirectly from the presence and/or use of the goods delivered by Supplier shall always lie with Customer and if necessary Customer shall fully indemnify Supplier with respect thereto.
9.10 Force majeure shall mean all unforeseen circumstances arising independent of the parties’ will, due to which compliance with the agreement can no longer reasonably be expected by the other party.
9.11 When, in the opinion of Supplier, the force majeure is only temporary, Supplier has a right to suspend compliance with the agreement until force majeure no longer exists.
9.12 If the force majeure has continued for six months, Supplier is authorized to cancel the agreement by registered letter. In the latter case the obligations under the agreement shall cease without the parties having any right to claim damages or any other performance from each other. If Supplier has performed part of the agreement Customer shall owe a reasonable proportion of the total price.
9.13 A party believing itself to be in a situation of force majeure, or anticipating such a situation, is obliged to inform the other party of this fact, immediately and in writing.
Article 10: Complaints
10.1 Any possible complaints will only be dealt with by Supplier when submitted directly in writing within 7 days after delivery, and containing an accurate statement of the nature of the complaints.
10.2 Complaints about invoices likewise must be submitted in writing, within 14 days of the invoice date.
10.3 After expiration of these terms, Customer shall be considered to approve of the services or goods delivered, or, respectively, the invoice. Supplier will not honour any complaints received after this time.