General conditions

Article 1. Scope of application

These general terms and conditions apply to all inquiries, offers and contracts between EcoXtrusion (the purchaser) on the one hand and another party on the other, relating in particular to deliveries of goods by the other party to the purchaser.

Departure from these terms and conditions is possible only if the parties agree in writing. Deviations shall only apply to the contract in question.

General terms and conditions of the other party shall not apply. The buyer does not agree to such terms and conditions, except if and insofar as their applicability has been expressly accepted by the buyer in writing.

Article 2. Quotations; orders; formation of agreement

A request from the buyer for an offer is always without obligation.

An offer made by the other party is irrevocable, unless the other party has declared in writing before or at the time the offer is made that it is revocable.

An agreement between the buyer and the other party shall only be concluded by written acceptance by the buyer of a quotation from the other party or by written confirmation of the order by the buyer.

In the case of a framework agreement, the agreement comes into effect as soon as the buyer places an order with the other party under the framework agreement in question.

As long as the intended agreement has not become fully effective in all respects, the buyer shall be entitled to break off negotiations without entitling the other party to any compensation for damages or costs.

Amendments and supplements to the agreement can only be made in writing.

Article 3. Tenders

For tenders, each other party wishing to submit an offer shall deliver (or have delivered) its tender form to the address indicated thereon at the latest, without cost to the buyer.

Tender forms that have not been delivered at the latest by the closing of the tender are invalid, unless the buyer decides otherwise on the grounds of special circumstances.

Article 4. Transfer of rights and obligations

Without the prior written consent of the purchaser, the other party shall not transfer or subcontract to a third party the obligations arising for it from the contract and the performance of the contract itself, or any part thereof.

Transfer or outsourcing to a third party shall not affect the liability of the other party for the acts and omissions of that third party and for the proper performance of the agreement.

Article 5. Quality and liability; insurance

The other party guarantees that the goods delivered comply in all respects with what has been agreed and with the legal requirements and other government regulations applicable at the time of delivery. The goods must otherwise be of good quality and suitable for the purpose for which they are intended and possess the properties that the buyer may expect on the basis of the agreement.

The other party shall be liable for all damage resulting from or in connection with the non-conformity of the delivered goods with the provisions of paragraph 1 of this article and shall indemnify the buyer against all claims of third parties in this respect.

The other party shall not be permitted to deliver goods deviating from what has been agreed upon without the prior written consent of the buyer.

Article 6. Testing and inspection

The purchaser has the right, but not the obligation, to test or inspect the goods or a part thereof (or have them tested) before delivery and/or afterwards. To this end, the other party shall render full cooperation free of charge and grant access to the place(s) where the goods are produced or stored. If desired, the other party shall also provide a suitable room for the testing or inspection free of charge.

In case of rejection, the buyer shall notify the other party in writing. This notification shall serve as notice of default. If delivery is no longer possible or useful according to its nature or purpose, or if the other party does not make use of the opportunity referred to in the previous sentence or fails to deliver properly, the buyer shall be entitled to dissolve the agreement in whole or in part without further notice of default, without prejudice to the buyer's right to compensation.

If the other party does not cooperate fully in testing or inspection, the resulting costs shall be at its expense. if the goods are rejected by the buyer, the costs of the inspection shall be at the expense of the other party.

if the buyer rejects the goods, the other party will collect these from the buyer at its own expense within two weeks after the buyer has notified it thereof, crediting the amount charged to the buyer and repaying the amounts already paid by the buyer in this respect. if the other party fails to comply with this obligation, the buyer may, without prejudice to its other rights, have the goods delivered at the other party's expense.

Without prejudice to the provisions in this article regarding testing or inspection by the buyer, the other party shall remain liable for all damage arising from the delivery of defective goods, also if these goods have undergone any treatment or processing. also if the other party fails (otherwise) to comply with its obligations under the agreement, it shall be liable to the buyer for all damage arising therefrom. In this connection, the other party shall also be understood to mean personnel of the other party and (legal) persons for whom the other party is liable. If the other party fails to fulfill its obligations under the agreement, the buyer shall be entitled to dissolve the agreement in whole or in part, without prejudice to the buyer's right to compensation.

The other party shall indemnify the buyer against all claims by third parties for compensation for damage as referred to in the previous paragraph of this article. third parties in this context shall also include personnel of the buyer and (legal) persons working on behalf of the buyer.

The other party is obliged to take out proper insurance against liability and risks as described in this article, which means, among other things, that the other party shall take out proper insurance to cover product liability. The other party shall make the insurance policy, the insurance conditions and proof of premium payment available to the buyer for inspection on demand.

Article 7. Delivery; Delivery time

deliveries, including partial deliveries, shall take place at the agreed place and time. unless otherwise agreed in writing, the term "delivered duty paid" (ddp) shall apply to the delivery, in accordance with the most recent version of the incoterms, issued by the iCC (the international Chamber of Commerce).

If the goods have not been delivered within the agreed period and at the agreed place and/or the work has not been carried out within the agreed period, the other party shall be in default without notice of default. In that case, the buyer shall be entitled, without prejudice to his other rights, to refuse the goods to be delivered and to dissolve the agreement in whole or in part.

If the other party knows or suspects that it will not (be able to) fulfill its obligations under the agreement, or will not (be able to) fulfill them on time or in full, it must immediately notify the buyer of this in writing, stating reasons.

The other party shall ensure that the goods to be delivered are accompanied by all necessary documentation, intended for the correct use of the goods, as well as any test and inspection reports and guarantee certificates. The counterparty shall ensure that a delivery note is handed over to the buyer upon delivery.

The risk of loss, destruction and damage to the goods shall remain with the other party until the goods have been delivered to the buyer and an authorized representative of the buyer has signed for receipt.

Partial deliveries are permitted only with the prior written consent of the buyer.

Article 8. Transfer of ownership; risk; acceptance

Ownership of the delivered goods shall pass to the buyer at the time of delivery, as soon as the goods have been delivered to the agreed place of delivery.

In the event of rejection of the goods by the buyer as referred to in article 6, the goods shall remain the property of the other party and the risk shall also be deemed to have remained with the other party and therefore never to have been transferred to the buyer. the buyer shall in that case not be obliged to fulfill its obligations under the agreement. Amounts already paid by the buyer shall in that case be refunded immediately by the other party.

Receipt of the goods by the buyer shall not prevent a subsequent claim in respect of defects in the goods delivered and a claim in respect of the other party's other failure to fulfill its obligations under the agreement. processing, treatment, commissioning or redelivery of the goods shall not prejudice this right.

Article 9. Packaging; transport

The goods delivered shall be properly packed, protected and transported in such a way that they reach their destination in good condition.

All costs of packaging, storage and transport of the goods shall be borne by the other party, unless the parties agree otherwise in writing.

In the case of loaned packaging, this must be clearly indicated by the other party. in all other cases, ownership of the packaging passes to the buyer at the time of delivery. loaned packaging may be returned by the buyer to an address to be specified by the other party at the other party's expense and risk. if the other party fails to specify an address, the buyer shall be entitled to send the loaned packaging to the other party's address at the other party's expense and risk. The purchaser may waive the right to acquire ownership of the packaging and require the other party to take back the packaging. The buyer shall also be entitled at all times to return the packaging to the other party at the latter's expense and risk.

If the delivered goods are not properly packed, the other party shall be liable for the damage caused thereby or in connection therewith, including damage to the delivered goods themselves.

Article 10. Price

Unless otherwise agreed in writing, the prices are fixed, exclusive of VAT and therefore, for example, inclusive of transport, loading and unloading, all import and export duties and excise duties, and inclusive of all other levies and taxes in connection with the (delivery of the) goods, and inclusive of (additional) costs in connection with the performance of the agreement. Also currency differences (exchange rate differences between the time of ordering and delivery/invoicing) do not affect the price.

Changes in prices, wages, costs, social charges, taxes and other cost-increasing factors cannot be passed on to the buyer, unless otherwise agreed in writing.

Article 11. Payment

The buyer shall only be obliged to pay after the other party has correctly and timely fulfilled all its obligations under the agreement. payment may be suspended by the buyer if the other party has not, not timely or not fully fulfilled its obligations under the agreement. payment by the buyer shall in no event imply waiver of any right.

payment must be made within the agreed payment term after receipt and approval of the other party's invoice. if no other payment term has been agreed, a payment term of 60 days after the invoice date shall apply.

The buyer is entitled to set off debts to the other party against claims on the other party.

if the buyer imputably fails to fulfill his payment obligation, he shall not be in default until two weeks have passed after receipt of a written notice of default by the other party.

Article 12. Rights of third parties

The other party guarantees the buyer that he is entitled to transfer ownership of the delivered goods and that no third party rights (including intellectual and industrial property rights) are infringed. The other party indemnifies the purchaser against all claims of third parties in this respect and shall compensate the purchaser on first demand for the damage suffered by the purchaser as a result thereof and in connection therewith.

Article 13. Confidentiality

The other party (including also the other party's staff and third parties engaged by the other party) undertakes to maintain confidentiality vis-à-vis third parties with regard to drawings, models, designs, diagrams and other (business) information provided to the other party within the scope of the agreement and/or other information to which the other party is otherwise exposed, and may only reproduce said data and information and/or make it known/available to third parties with the prior written consent of the buyer.

The obligations arising for the other party from the first paragraph of this article shall continue to exist even after the end of the agreement.

Article 14. Execution

If the goods delivered do not comply with the agreement, the Buyer may, without prejudice to its other rights, demand that the Other Party deliver what is missing or repair or replace the goods. The costs related to this will be at the other party's expense.

If the other party, after having been reminded to do so in writing by the buyer, does not comply with a demand as referred to in the first paragraph of this article within a period to be set in the reminder, the buyer may have the delivery, repair or replacement carried out by a third party and the other party will reimburse the buyer for the costs related to this on demand.

Article 15. Force majeure

Shortcomings on the part of the other party in the fulfillment of its obligations under the agreement shall only be regarded as force majeure and cannot then be attributed to it if they are not due to its fault, nor are they for its account by virtue of the law, the agreement or generally accepted practice. The other party must demonstrate that a shortcoming cannot be attributed to it.

Force majeure on the part of the other party shall in any case not include: a shortage of personnel; strike; excessive absenteeism due to illness; the circumstance that the other party does not receive a performance that is of importance in connection with the performance to be delivered by it, or does not receive it on time or properly; unsuitability of goods used by the other party and liquidity and solvency problems of the other party, all irrespective of the underlying cause.

The other party shall not be entitled to invoke force majeure if the circumstance preventing (further) fulfillment occurs after the other party should have fulfilled its obligation.

If the period in which fulfillment of the obligations by one party is not possible due to force majeure lasts longer than 30 days, the other party is entitled to dissolve the agreement, without any obligation to pay damages in that case.

Even if the other party can invoke force majeure, it must notify the buyer in writing of the failure and its cause without delay and in any event within the period agreed for fulfillment of the obligation in question.

Article 16. Warranty

16.1 The Buyer may exercise the rights he can derive from a shortcoming, even if a warranty period has been agreed upon, if he believes that the items do not comply with the agreement.

An agreed guarantee in any case implies that the other party will repair a defect reported to the other party by the buyer as soon as possible at the expense of the other party, including the additional costs. if the other party has changed, repaired or replaced goods or parts thereof, the guarantee in this respect will again apply for the full guarantee period.

The provisions of this article shall not affect any rights that the Buyer may derive from a shortcoming on the part of the Other Party both during and after the expiry of the guarantee period.

Article 17. Dissolution

A period agreed between the buyer and the other party for the fulfillment of its obligations by the other party is a deadline, unless otherwise agreed in writing.

Without prejudice to all other rights of the buyer, the buyer may dissolve the agreement in whole or in part by a written statement if:

the other party is in default of an obligation under the agreement;

compliance by the other party with a due and payable obligation under the agreement becomes temporarily or permanently impossible;

any advantage has been or is offered or provided by the other party (including personnel of the other party or third parties engaged by the other party) to the buyer (including personnel of the other party or third parties engaged by the other party) if permission for this has not been explicitly given in writing by the buyer;

the other party is declared bankrupt, is granted a moratorium or in the event of the liquidation or cessation of business of the other party; in the aforementioned cases, the claims of the buyer against the other party shall be immediately due and payable in full and the buyer shall be entitled to suspend its obligations and/or to dissolve the agreement in whole or in part, without prejudice to the other rights of the buyer.

In said cases, the buyer shall also be entitled to have the agreement performed by one or more third parties at the other party's expense and risk.

Article 18. Settlement of disputes; applicable law

Contrary to the statutory rules for the competence of the civil court, any dispute between the purchaser and the other party shall be settled exclusively by the Almelo District Court. This does not apply if the subdistrict sector of the court is competent. However, the buyer shall at all times be entitled to submit a dispute to the court that is competent according to the law or the applicable treaty.

Any agreement between the buyer and the other party is exclusively governed by Dutch law. The applicability of the Vienna Sales Convention (CisG 1980) is excluded.