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General Conditions

General Conditions

for sales and delivery of goods and services by Cavex Holland B.V.

1.  Definitions
Buyer: the entity or person who purchases the Products and/or Services from the Supplier.
Conditions: these General Conditions for sales and delivery of goods and services by Cavex Holland B.V.
Contract: the agreement between Supplier and Buyer for the sale and purchase of the Products and/or services incorporating these Conditions, including all separate warranty agreements or performance guarantees.
Products: all goods sold by Supplier to the Buyer under the Contract.
Services: the advice and other services being provided by the Supplier to the Buyer under the contract.
Supplier: the entity (Cavex Holland B.V.) accepting the order from the Buyer and issuing the invoice for the products and/or Services.

2. Applicability of these conditions
2.1 These conditions set out the terms and conditions on which the Supplier supplies the Products and/or performs the Services to the Buyer, including but not limited to offers, sales agreements and deliveries, unless otherwise explicitly agreed in writing by Supplier. In the event of a conflict between provisions in these Conditions and the Contract, the Contract will prevail.
2.2 Any terms and conditions which the Buyer purports to apply in a purchase order, confirmation letter of any other document provided by the Buyer shall not be part of the Contract. Deviation from these general conditions shall only be binding if, and insofar as accepted by us in writing. The Supplier shall not be bound by conflicting purchasing conditions provided by the Buyer, even if the Supplier has not explicitly rejected or contradicted such conflicting conditions.
2.3 The legality, validity and enforceability of other clauses in these Conditions will not be affected if one of the clauses is or becomes illegal, invalid or unenforceable.

3. Offers and acceptance
3.1 All offers submitted by Supplier can be withdrawn until and inclusive of the fifth (5) working day after receipt of the written statement of acceptance pertaining thereto.
3.2 Acceptance of orders given orally or in writing shall take place through written order confirmation only, therefore the Supplier is only bound by an order when this order is accepted in writing by the Supplier.

4. Prices
4.1 Indication of and reference to prices in our offers or otherwise is not binding. The price for the Products to be delivered by us shall be their price at the day of delivery.
4.2 In case of price adjustment other than because of increase in cost of freight and custom tariffs Buyer shall be entitled within 14 (fourteen) days after having been advised thereof in writing to rescind or terminate the agreement to the extent in which it has not yet been executed.

5. Termination
5.1 The Supplier is entitled to terminate the Contract with immediate effect and with no prior notice if the Buyer is in material breach of its obligations in the Conditions or the Contract. Material breach shall include but not be limited to situations where the Buyer:
i) ceases trading,
ii) fails to meet its payment obligations when they fall due,
iii) appears to be unable to pay a debt,
iv) is subject to an order or a resolution for its liquidation, administration, suspension of payments, winding-up or dissolution,
v) doesn’t remain in compliance with the applicable laws and regulations.
5.2 In the event that the Supplier terminates the Contract, all outstanding installments for delivered products and/or Services shall be deemed due and payable immediately.
5.3 The Supplier shall be released from its obligations under these Conditions from the date of termination except in respect of warranties for products and/or Services already supplied and/or performed and fully paid for as at the date of termination.

6. Delivery and delivery terms
6.1 All products are be delivered according to an agreed upon Incoterm (preferred CPT; Carriage Paid To) between the Supplier and Buyer (incoterms edition 2020). The delivery takes place at the moment of their being consigned. The way of consignment and its routing is at the discretion of Supplier. In case delivery should be agreed upon under other common trade clauses these shall apply in their meaning in the most recent Incoterms.
6.2 The date or term of delivery shall be stated in and can only be proven by written order confirmation from Supplier.
6.3 Confirmation of the day or term of delivery shall only serve as information and unless otherwise confirmed by Supplier in writing, never as final term. Supplier can be put into default by Buyer in writing only. The term to be set therein for fulfillment shall always (be held to) be at least four weeks. Even thereafter Supplier shall be entitled to delivery unless Buyer should have terminated the agreement in writing.
6.4 All claims, under whichever name, in regards of delayed delivery with exception of the claim for fulfillment or dissolution of the agreement are herewith excluded.
6.5 In case delivery should have become definitely impossible Supplier and Buyer are entitled to immediately rescind the agreement. In case of temporary impossibility this can only be done when Supplier has been put into default and this impossibility will thereafter have continued for at least two months. As impossibility (force majeure) shall be understood all internal or external circumstances beyond the reasonable control of Supplier by which it has become impossible for Supplier to fulfil its obligations (in due time), even when such circumstances would have been foreseeable.

7. Retention of Title / Ownership
7.1 Ownership of the Products delivered by Supplier shall not pass to the Buyer until the amounts due for all Products sold and delivered by Supplier, for Services rendered and or for activities undertaken by Supplier as well as all other amounts which Supplier shall have claimed from Buyer because of non-fulfillment by him of any such agreements will have been paid. This clause also applies in case of a current-account agreement with Buyer.
7.2 The Buyer is not entitled to encumber Products delivered by Supplier or grant third parties any right thereto. He shall be entitled to use the Products delivered by Supplier in the scope of the normal execution of his business and/or to deliver them to third parties under the conditions of article 7.1 of these conditions.
7.3 The Buyer shall in respect of all Products to which ownership is retained by Supplier take all care necessary to safeguard our interest thereto, to grant Supplier access to these Products and to immediately inform Supplier in writing of any action of third parties which may in a negative way affect our concern in these Products.
7.4 In case Buyer should not in time fulfil his obligations, Supplier shall, after Buyer will be default, be entitled to immediately take back at the cost of Buyer all Products delivered without any further notice of default being thereto required and irrespective of the fact that deliveries may have taken place after the Buyer is in default in regards of fulfilment of any of his obligations.
7.5 In case due to mixing, processing or using of Products delivered, ownership thereto can no longer be retained, the Buyer shall obtain ownership to the good created thereby as Supplier’s representative in its behalf. Supplier shall then be entitled thereto in relation of the value of the Products delivered by Supplier to the value of the good thus created. The Buyer shall at Suppliers first request grant Supplier a lien on all Products thus created which Products need then not be put in our possession, and herewith grants Supplier in case a co- proprietorship as meant hereinbefore should have not been realized, such lien on the Products then obtained.
7.6 Buyer herewith grants Supplier in respect of every order for delivery of Products which he may deliver to third parties a lien as mentioned in article 7.5 on all debentures which will for him result from such delivery. In case of default of Buyer, Supplier shall be entitled to notify his debtor of that lien. Buyer shall then assist Supplier by all means in its efforts to collect the debentures under that lien and shall provide Supplier with all information and documents, which Supplier shall thereto deem necessary.

8. Claims
8.1 Buyer shall thoroughly inspect all products immediately after delivery and notify Supplier as soon as reasonably possible (within 5 (five) days after delivery) of any apparent damage to, defect or shortage in, any products. If the Buyer fails to give such notice, the products shall be deemed to be in all respects in accordance with the relevant order and accepted by the Buyer, save to the extent that there is a latent (invisible) defect which is not reasonably obvious on inspection.
8.2 Claims must be submitted in writing; differences in numbers, measure, weight and/or quality of the Products which can be utterly ascertained must be submitted within 5 (five) working days, other differences and deficiencies which can be easily ascertained within fourteen days after receipt of the Products by the Buyer, and for the remainder at the latest within 14 (fourteen) days after they have become manifest to the Buyer. All right to such claims expires five months after delivery.
8.3 Claims regard of number, measure or weight must be submitted together with copies of the invoices, the freight- and delivery documents. Other claims must be accompanied by the respective good or a sample.
8.4 In case claims have been accepted, Supplier shall at its choice deliver missing Products, replace or repair them, or reduce or upon return of the Products delivered only reimburse their purchase price.
8.5 Return of Products needs prior written approval from Supplier, and shall be for the risk of the Buyer until the moment of receipt thereof by Supplier. The cost connected thereto shall be borne by Buyer.
8.6 In case of damage receiver must make, immediately upon delivery, a remark on the transport-document undersigned by the driver in question of which a copy must be submitted as evidence.

9. Liability
9.1 Indemnification irrespective of its cause, shall not exceed the purchase price of the Products delivered. Payment for further damages, there under consequential damages, is herewith excluded.
9.2 Any and all liability for products the inner costs packaging of which has without our consent been changed and which are nevertheless traded by the Buyer is herewith excluded.
9.3 Advice, in writing or otherwise regarding the application of any product in general as well as in regards of any rights of third parties will be given to the best of our knowledge for Buyer’s orientation only. Advice given by Supplier does not free Buyer from his obligation to check the applicability of products for other purposes, which he or his Buyers may want to use them for. The way in which products are actually applied and used shall be for the sole risk of the Buyer. We shall not accept any liability therefore.

10. Payment
10.1 All payments must be made within 30 (thirty) days from the date of the invoice, if no other terms of payment have been agreed in writing. Payment shall be deemed to have taken place only when the amount due has been received by Supplier or when Supplier’s account has been credited therefore.
10.2 In regards of Buyer’s payment obligations setting-off is herewith excluded unless in case of our prior consent or in case we should under a court ruling be held to any payment to Buyer. In case claims in respect of Products delivered by Supplier should be raised Buyers’ payment obligation shall neither partly nor in total be suspended.
10.3 Payments received shall be booked in favor of the oldest outstanding invoices and rights pertaining thereto in the following order: cost and interest, other claims, and principal.
10.4 In case of delayed payment Buyer shall thereby be in default without any further notice of default being required. All cost pertaining to the collection of outstanding debts judicial as well as extra-judicial cost is herewith fixed at the amount equal to 15% (fifteen) of the invoice. In case of delayed payment Buyer shall as of the day the invoice has matured pay an interest equal to the legally fixed delay interest rate or, in case this should be higher, equal to the legal Dutch interest rate augmented by 3% (three). Our right for further indemnification is thereby not affected.
10.5 In case Buyer should be late with any payment or in case for other reasons doubts should arise in regards of his credit worthiness we are entitled to require advanced payment or an adequate guaranty to our sole discretion and, in case Buyer should not provide these, to suspend the execution of any and all agreements and to cancel payment terms.
10.6 Payment other than cash payment or payment into one of our accounts needs our prior approval and shall only be considered as payment after the amount to which we are entitled shall have been cashed by us or credited to our accounts. All cost and risk connected to such payment shall be for the risk and for the account of Buyer.
10.7 The Buyer shall indemnify the Supplier for all reasonable costs and expenses (including legal fees) that the Supplier may incur in collecting overdue amounts.
10.8 The Buyer may not withhold, set-off or deduct amounts owed to the Supplier in respect of claims or disputed amounts.

11. Trademarks / tradename/intellectual property rights
11.1 In offering or delivering products similar to Supplier’s Products, in price lists and promotion material and in any promotional activity Buyer shall refrain from any reference to Supplier’s Products, from the use of the word “loco” or any equivalent thereof, and of any other reference to Supplier’s products be it by using any trade mark of trade name belonging to Supplier (Cavex Holland B.V.)
11.2 When Buyer processes raw materials delivered by Supplier he shall refrain on the Products processed, in printed matter or advertisements etc. from the use of any denomination given to those raw materials by Supplier. Every statement that Buyers’ product contains any raw material or component delivered by Supplier is subject to Supplier’s prior written consent.
11.3 The Supplier is and remains the owner of all intellectual property rights related to the Products and/or Services, including know-how, patents patent applications, inventions, trademarks, technical information, documentation, data as well as any copyright relating hereto. The Buyer does not acquire any rights to any intellectual property rights or other deliverables specifically developed by Supplier to fulfill the Contract, such rights shall remain the exclusive property of the Supplier.

12. Miscellaneous
12.1 Promises and information issued by Supplier and/or obligations accepted by Supplier can be proven only through written material issued by Supplier to Buyer.
12.2 In case in any offer reference is made to codified general rules, such reference shall always be made to those rules in their latest version.
12.3 In case one or more provisions in any agreement with Buyer should in part or in total be not binding, the other provisions and agreements shall remain binding in as far as possible.
12.4 In case general conditions should be amended in the course of their application they shall apply to the agreement in their amended form unless Buyer should within 14 (fourteen) days after amended conditions have been sent to him issue a statement that their applicability on present agreements is rejected.

13. Applicable law/competent courts
13.1 All agreements to which these general conditions apply shall be subject to the law of the Netherlands.
13.2 All disputes resulting from the Contract, or any related agreements with Buyer, including any non-contractual obligations arising out of or in connection with the Contract, are subject to the exclusive jurisdiction of the competent court in Haarlem, the Netherlands.

These General Conditions are registered at the Chamber of Commerce, Amsterdam in The Netherlands No 34093193.

Haarlem, September 2022