Terms and Conditions. General terms and conditions. General terms and conditions of Purchasing. click on text to read. click on text to read

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1 Terms and Conditions General terms and conditions General terms and conditions of Purchasing click on text to read click on text to read

2 General terms and conditions of Alcochem B.V. and its subsidiaries, having their registered offices at Zeilmaker 4, 3861 SM Nijkerk, The Netherlands, hereafter mentioned separately and/or together Alcochem, registered at the Dutch Chamber of Commerce under number Article 1: Applicability 1. These Terms and Conditions apply to all tenders issued by and to all agreements concluded by Alcochem and to all agreements that may result there from. 2. The counterparty is referred to as the Client. 3. In the event of any conflicts between the substance of the agreement concluded between the Client and Alcochem and these Terms & Conditions, the provisions set out in the agreement will prevail. Article 2: Tenders All prices specified in the tender are based on delivery as referred to in article 5, paragraph 1, including packing materials unless differently specified. Prices are stated exclusive of VAT. Article 3: Intellectual property rights 1. Alcochem retains the copyrights and all industrial property rights to all tenders, designed submitted, illustrations, drawings, trial models etc. 2. The rights to use the items listed in paragraph 1 are non-exclusive and non-transferable, regardless of whether costs have been charged to the Client for their production. The relevant information may not be copied, used or shown to third parties without Alcochem s prior consent. Article 4: Delivery times 1. Delivery deadlines stated by Alcochem are estimates, unless otherwise agreed. 2. In the event of contract extras, the delivery deadline will be extended by the time required to supply (or arrange for the supply of) the materials and parts necessary for those contract extras and to carry out the contract extras. If the contract extras cannot be fitted into Alcochem s work schedule, they will be carried out as soon as Alcochem s schedule permits. Article 5: Transfer of risk 1. Deliveries are made as specified in the agreement in conformity with the definitions of Incoterms 2010; the risks attached to the object are transferred at the moment that Alcochem makes the object available to the Client.

3 2. In the event that objects are to be exchanged, the risks attached to the exchangeable object remain with the Client until the moment that possession of the object has been relinquished to Alcochem. Article 6: Price and portfolio changes Alcochem is entitled to change its portfolio and price list, but this will not influence concluded and/or completed agreements, other than ongoing or master agreements. Article 7: Impracticability of the engagement 1. Alcochem is entitled to suspend the fulfillment of any obligations if any circumstances that could not be foreseen when the agreement was concluded and that are beyond Alcochem s influence temporarily prevent the fulfillment of those obligations. 2. Circumstances that Alcochem could not foresee and that are beyond Alcochem s influence are understood to include (but are not limited to) the circumstance that Alcochem s own suppliers and/or subcontractors fail to meet their obligations, or fail to do so in time, the weather, earthquakes, fire, loss or theft of tools, the destruction of materials to be processed, road blocks, strikes or work stoppages and restrictions on import or trade. 3. Alcochem is no longer entitled to suspend the fulfillment of any obligations when the temporary impossibility of performance has lasted for more than six months. The agreement may not be dissolved until that term has lapsed, and only in respect of those obligations that have not been fulfilled. In that event, the Parties are not entitled to any compensation for damages incurred as a result of that dissolution. Article 8: Liability Alcochem is liable for all damages that the Client incurs and that are the direct and exclusive consequence of a shortcoming attributable to Alcochem. However, only those damages for which Alcochem is insured, or should within reason have been insured, qualify for compensation. 1. If, when the agreement is concluded, it is impossible for Alcochem to take out insurance as meant in paragraph 1, or impossible to do so at reasonable conditions, or if it is subsequently impossible to renew the insurance policy at reasonable conditions, the maximum compensation payable for damages is the amount that Alcochem charged for the agreement in question (exclusive of VAT) or, in the case of an ongoing agreement or a master agreement, the amount that Alcochem charged for the dilevery in question (exclusive of VAT). 2. Trading losses, including losses caused by delays and loss of profits and claims from third parties, do not qualify for compensation. The Client should take out insurance to cover such damages, if such is deemed desirable.

4 Article 9: Guarantees and complaints 1. Alcochem guarantees the proper performance of its products or materials for a period of six months after delivery, unless agreed otherwise. 2. If the products or materials delivered prove to be unsound or defect, the object must be returned to Alcochem carriage paid, unless Alcochem is stating otherwise in writing. Alcochem will then elect either: to repair the object; to replace the object; to credit the Client for a proportionate part of the invoice. 3. The Client may only invoke guarantees after all obligations in respect of Alcochem have been fulfilled. No guarantee is given when defects are the result of: normal wear and tear; improper use; lack of proper maintenance; fitting, assembly, alterations or repairs by the Client or by third parties. In the case of delivery of mineral or chemical substances, no guarantee is given if these substances are polluted or mixed with other substances after these substances are made available to the Client, as a result of which the attributes have been or will be affected. In such cases, the burden of proof falls upon the Client. 4. The Client may not invoke defects in the product or service unless a written complaint has been submitted to Alcochem within fourteen days after the defect was detected or should, within reason, have been detected. Article 10: Payment 1. Invoices will be send accordingly to the agreement concluded by Alcochem and the Client. If the parties didn t specify the time(s) of invoicing, invoices will be sent on the date of delivery. 2. Payment must be made by the Client to the account specified by Alcochem within 14 (fourteen) days after the date of invoice, unless agreed otherwise. 3. If payment has not been made by the payment deadline specified, the Client is liable to pay Alcochem the extrajudicial costs, and, if judicial proceedings are decided in Alcochem s favor, all costs incurred by Alcochem in connection with those proceedings are for the Client s account, with a minimum of 15% (fifteen percent) of the unpaid amount. Article 11: Retention of ownership and pledging 1. After delivery, Alcochem remains the owner of the products or materials delivered for as long as the Client fails or will fail to pay the invoices sent in connection to this delivery. 2. As long as any objects are subject to retention of ownership, the Client may not encumber those objects in any way that exceeds the scope of the Client s ordinary activities.

5 3. Having invoked retention of ownership, Alcochem may retrieve the objects delivered. The Client must allow Alcochem to enter the place where those objects are located. 4. If Alcochem cannot invoke retention of ownership because the objects delivered have been subject to confusion, deformation or accession, the Client is obliged to give the newly formed objects in pledge to Alcochem. Article 12: Applicable law and competent court 1. These Terms & Conditions are governed by the laws of the Netherlands. 2. The Vienna Sales Convention (C.I.S.G.) does not apply to these Terms & Conditions. 3. Only the Dutch civil court within whose jurisdiction Alcochem s place of business is situated is competent to pass judgment on disputes, unless such is at odds with any mandatory rules of law. 4. The Parties may agree on another form of dispute settlement, such as arbitration or mediation. 5. These conditions are a full translation of the Dutch version of the General Terms and Conditions of Alcochem, also registered at the Dutch Chamber of Commerce under number Explanation and interpretation of the text of these Terms and Conditions shall always be based on the Dutch text. Questions If you have any questions or comments about these general terms and conditions, you can contact Alcochem B.V., Zeilmaker 4, 3861 SM Nijkerk, the Netherlands, tel.: +31(0) or by rene@alcochem.nl Version 1.0 august 2012

6 General terms and conditions of Purchasing of Alcochem B.V. and its subsidiaries, having their registered offices at Zeilmaker 4, 3861 SM Nijkerk, The Netherlands, hereafter mentioned separately and/or together Alcochem, registered at the Dutch Chamber of Commerce under number Clause 1: Applicability 1. These Terms and Conditions apply to all offers to Alcochem, all orders from Alcochem and to all agreements that may result therefrom regarding products or (results of) work to be delivered to Alcochem or services to be rendered to Alcochem ( the agreement ). 2. The counterparty is referred to as the Supplier. 3. Divergent clauses and/or conditions (of the Supplier) only apply if and in as far as Alcochem explicitly accepted those divergations. Clause 2: Prices 1. All prices specified in the offer concerning the delivery of products or the results of work by the Supplier are based on FCA (Free Carrier in conformity with the definition of the Incoterms 2010) including packing materials, unless differently agreed upon and confirmed by Alcochem. Prices are stated exclusive of VAT. 2. In case of alternative delivery conditions, these conditions must be always specified in conformity with the Incoterms 2010 definitions. Clause 3: Intellectual property rights 1. The copyrights and all industrial property rights to all designs, illustrations, drawings, (trial) models, tooling etc., subject to the agreement with the Supplier rest with Alcochem and/or with its customer(s). 2. The rights to use the items listed in paragraph 1 are non-exclusive and non-transferable and the use of these items is explicitly limited to the use, necessary for the Supplier to meet its obligations under the agreement. The meant items may not be copied, used or shown to third parties and are subject to provisions of clause 9. Clause 4: Delivery times Delivery dates, mentioned in the agreement, are fixed, unless otherwise agreed upon. Clause 5: Liability 1. The Supplier is liable for all damages that Alcochem incurs and that are the consequence of a default of the Supplier.

7 2. The liability of the Supplier include trading losses, losses caused by delays and loss of profits, including indemnification of claims from third parties, arising from the default. The Supplier will insure coverage of such damages. Clause 6: Guarantees 1. The Supplier guarantees that the products or the results of work delivered or the services rendered to Alcochem will meet the specifications as agreed upon, amongst others according to the designs, illustrations, drawings, (trial) models, subject to the agreement. 2. The Supplier guarantees the proper performance of its products or the results of his work, including the guarantee that these products or results of his work are fit for their purpose of use. 3. The Supplier guarantees that the products, work, services and deliveries will meet all governmental laws, acts, regulations and/or demands of all countries, involved through the execution of the agreement. 4. The Supplier guarantees that in case Shipping Documents like Bills of Loading are issued, all such documents shall be received by Alcochem in time to enable Alcochem to receive the delivery without delay or additional expenses on the destinated place. 5. Quality control by Alcochem during the execution of the agreement doesn t influence the obligations by the Supplier under this clause 6. Clause 7: Dissolution Alcochem is entitled to dissolve the agreement non-judicially, eventual partially or conditionally by notifying the Supplier in writing, without prejudice to its further rights (including compensation for damages): - if the Supplier, even after a notice to perform, doesn t fulfill its obligations of the agreement, in a way that Alcochem can no longer reasonably be expected to continue to uphold the agreement; - in the event of the bankruptcy, suspension of payments and/or liquidation of the Supplier's company; - if the Supplier's current business ceases trading for any other reason; - in case of a seizure of a substantial part of the assets of the Supplier in a way that the Supplier evidently is considered not to be able to fulfill its obligations according to the agreement any longer or if the Supplier evidently is considered not to be able to fulfill its obligations according to the agreement any longer for another reason Clause 8: Payment 1. Invoices will be send accordingly to the agreement. If the parties didn t specify the time(s) of invoicing, invoices will be sent within two weeks after the date of delivery or service. 2. If the Supplier fails to send the invoice within the agreed period, due to Dutch tax regulations Alcochem is entitled to deduct an administrative discount, which is fixed to a percentage of 3% (three percent) of the amount of the invoice.

8 3. Alcochem will pay the invoices within 30 (thirty) days after the receipt of the invoice, unless agreed otherwise. Clause 9: Confidentiality The Supplier will observe strict confidentiality with respect to information about the organization of Alcochem and with respect to information relating to the business processes of Alcochem, including information about products and transactions, in all cases the confidential nature of the information could reasonably be expected. The Supplier will oblige its personnel and any third parties working for or with the Supplier to observe these confidentiality provisions. Clause 10: Other provisions 1. The Supplier is not permitted to transfer, pledge, encumber or place at the disposal of third parties rights and obligations arising from this agreement without obtaining prior consent in writing from Alcochem. 2. If any provision of this agreement is or turns out to be invalid or subject to annulment, the other provisions remain unaffected and the parties will consult each other in order to agree a replacing provision, which preserves the intention of the first-mentioned provision as much as admissible. Clause 11: Applicable law, settlement of disputes and competent court 1. These Terms & Conditions are governed by the laws of the Netherlands. 2. The Vienna Sales Convention (C.I.S.G.) does not apply to these Terms & Conditions. 3. All disputes arising out of or in connection with the agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce in The Hague, The Netherlands by one arbitrator appointed in accordance with the said Rules The arbitration will be settled in the English language. Questions If you have any questions or comments about these general terms and conditions, you can contact Alcochem B.V., Zeilmaker 4, 3861 SM Nijkerk, the Netherlands, tel.: +31(0) or by rene@alcochem.nl Version 1.1 august 2013