Conditions of sale
EUROSALT TRADING COMPANY B.V.
In these General Terms and Conditions Eurosalt shall be understood to mean the private company EUROSALT HANDELMAATSCHAPPIJ B.V., having its registered office in Rotterdam and its place of business in Moerdijk.
These General Terms and Conditions have been adopted by Eurosalt and have been filed with the Chamber of Commerce and Industry Westelijk Noord-Brabant under number 24179430 on 24 August 2006.
1. Applicability of these General Terms and Conditions.
1.1 These General Terms and Conditions shall apply to all legal relationships between Eurosalt and its other party, even after termination of an agreement.
1.2 The applicability of any terms and conditions that may be used by the other party or to which the other party may refer in any way is expressly rejected.
1.3 Any deviations from these terms and conditions must be explicitly agreed in writing. No rights can be derived from such deviations with regard to agreements concluded at a later date.
1.4 By ordering, agreement is given to the applicability of general terms and conditions of Eurosalt and rejection of the buyer's own terms and conditions.
2. The offer
All offers, quotations and the like of Eurosalt are entirely without engagement as well as all communications concerning technical qualities and the like of Eurosalt's products and concerning delivery times, of which only a global statement can be made, assuming normal circumstances.
3. Formation of an agreement
An agreement shall be concluded after Eurosalt has confirmed it in writing to the other party or Eurosalt has commenced execution.
4. Execution of the agreement
4.1 Unless otherwise agreed in writing, delivery shall take place ex warehouse. Ex warehouse shall be understood to mean the place from which Eurosalt delivers. The risk of the goods shall pass to the other party at the time of delivery, even if ownership has not yet been transferred. Unless otherwise agreed, all transport costs shall be borne by the other party.
4.2 The agreed delivery times shall be indicative and not fatal.
4.3 Exceeding the initially agreed delivery time shall not entitle the other party to compensation for damages, costs and/or to dissolve the agreement with Eurosalt in whole or in part.
4.4 Eurosalt is entitled to deliver in parts. It is also free in its choice of transport and carrier.
4.5 Eurosalt expressly reserves the right to suspend delivery if the other party has not yet fulfilled its payment obligations as a result of previous deliveries made by Eurosalt.
4.6 If the other party refuses to accept the goods, Eurosalt shall have the right to dissolve the agreement without judicial intervention and without notice of default, without prejudice to Eurosalt's right to full compensation.
5. Price and payment
5.1 All prices are ex warehouse and exclusive of sales tax. Transport costs, storage costs, insurance costs are not included, unless agreed otherwise. Goods travel at the buyer's risk, even if the seller pays costs.
5.2 Eurosalt reserves the right to pass on changes in the cost price factors including labour wages, cost prices of raw materials or materials, fuel, electricity, premiums, exchange rate changes and/or taxes to the other party.
5.3 Eurosalt reserves the right to send interim invoices. Eurosalt may at all times require full or partial prepayment of the agreed price.
5.4 The other party shall be obliged to pay the invoices sent by Eurosalt within 30 days of the invoice date in the manner to be indicated by Eurosalt. Payment must be made in Euros and without set-off, deduction, discount and/or suspension.
5.5 In the event of late payment, all payment obligations of the other party, regardless of whether Eurosalt has already invoiced in this respect, shall become immediately due and payable. Eurosalt shall then be entitled to suspend further delivery immediately unless payment is made in cash or adequate security is provided for the payment of these invoice/invoices.
5.6 In the event of late payment, the other party shall, without prejudice to Eurosalt's other rights and without prior notice of default, owe Eurosalt monthly interest on the (still owed part of the) invoice amount in the amount of the statutory interest applicable at any time in the Netherlands until the time of full payment of the (still owed part of the) invoice amount.
5.7 All judicial and extrajudicial costs reasonably incurred by Eurosalt in enforcing and complying with these General Terms and Conditions and the agreement to which these General Terms and Conditions relate shall be borne by the other party. Extrajudicial collection costs shall be charged to the other party in accordance with the collection rate of the Netherlands Bar Association.
5.8 Payments made by or on behalf of the other party shall successively serve to pay the extrajudicial collection costs owed by it, the judicial costs, the interest owed by it and then, in order of age, the outstanding principal amounts, regardless of the other party's indication to the contrary.
5.9 The other party may only object to the invoice in writing within the term of payment. Objection to an invoice shall not entitle the other party to suspend its payments.
6. Retention of title
6.1Eurosalt reserves the ownership of the goods delivered or to be delivered by it until all obligations have been fulfilled in full.
The other party shall not be permitted to invoke a right of retention with respect to the storage costs and to set off these costs against the performance owed by it.
6.2 The other party hereby undertakes vis-à-vis Eurosalt to insure the goods referred to in 6.1 against the risks of destruction and damage in any form whatsoever and to keep them insured with an insurer of good repute until the moment of payment as indicated in 5.4. In addition, the other party hereby undertakes to pledge to Eurosalt, at its first request, without delay, all claims which the principal has or may have against its insurer in respect of these goods.
6.3 If the other party forms or causes to be formed a new item from or also from the items referred to in 6.1, this shall be an item that Eurosalt has formed for itself and the other party shall keep this item for Eurosalt as the owner until all obligations as referred to in 6.1 have been fulfilled.
6.4 If any item belongs to Eurosalt pursuant to 6.1 and 6.3, the other party may only dispose of it within the framework of its normal business operations.
6.5 If the other party is in default with respect to the performance as referred to in 6.1, Eurosalt shall be entitled to retrieve the goods belonging to it (or have them retrieved) from the place where they are located, at the other party's expense. The other party shall now grant Eurosalt irrevocable authorisation to enter the premises used by or for the other party (or have them entered). All costs associated with retrieving the goods (or having them retrieved) shall be borne by the other party.
7. Security
7.1 If there is reasonable doubt that the other party will not meet its obligations punctually, the other party shall be obliged, at Eurosalt's first request, to immediately provide adequate security in the form desired by Eurosalt and, if necessary, to suspend the fulfilment of its obligations.
7.2 If the other party fails to comply with a request as referred to in 7.1 within fourteen (14) days of a written reminder to that effect, all its obligations shall become immediately due and payable.
8. Complaints, duty of investigation, limitation and performance
8.1 Upon delivery, the other party shall be obliged to examine whether the goods comply with the agreement. If this is not the case, the other party shall no longer be able to invoke this obligation if it has not notified Eurosalt of this in writing, stating reasons, as soon as possible and in any case within 48 hours of delivery.
8.2 Claims and acquisitions, based on facts that would justify the assertion that the delivered goods do not comply with the agreement, shall lapse one year after delivery.
8.3 If the delivered goods do not comply with the agreement, Eurosalt shall only be obliged, at its discretion, to deliver the missing goods or replace the delivered goods.
9. Numbers, measurements, weights and other data
9.1 Minor deviations with regard to the specified weights and other such data are not regarded as shortcomings.
9.2 EC regulations, Dutch regulations, as well as commercial practices determine whether there are deviations.
9.3 The net weight determined on the spot shall be decisive in case of loading ex warehouse/yard or other shipping address.
10. Dissolution/Release
10.1 In the event that the other party fails to meet, fails to meet properly or fails to meet on time any obligations that may not arise for it from the agreement, as well as in the event of bankruptcy, (provisional) suspension of payments, closure or liquidation of its business, or in the event of a well-founded fear that the other party will not meet its obligations, Eurosalt shall be entitled, at its discretion, without any obligation to pay damages and without any obligation to pay compensation.
10.2 If due to one or more circumstances, which are not for the account of Eurosalt, including the circumstances referred to in Article 10.4, the proper performance by Eurosalt is wholly or partially impossible, either temporarily or permanently, Eurosalt has the right to terminate the agreement without being obliged to pay damages.
10.3 Dissolution and/or suspension shall under no circumstances result in the inability to pay for goods that have already been invoiced or delivered.
10.4 Circumstances that in any case are not for the account or risk of Eurosalt: behaviour, except in the case of intent or gross negligence, of persons whom Eurosalt uses in the execution of the obligation; unsuitability of goods which Eurosalt uses in the execution of the obligation; the exercise by a third party towards the other party of one or more rights in respect of a shortcoming of the other party in the fulfilment of an agreement concluded between the other party and that third party in relation to the goods delivered by Eurosalt, strikes, lockouts, illness, import, export and/or transit bans, transport problems, non-fulfilment of obligations by suppliers, electricity failure, natural and/or nuclear disasters and war and/or threat of war.
11. Liability
11.1 Eurosalt shall only be liable for damage suffered by the other party if and insofar as the damage is the direct result of causes attributable to the intentional act or omission or gross negligence of Eurosalt.
11.2 Eurosalt is never obliged to compensate damage, other than to persons or property. Consequential damages are expressly excluded. In case of delivery CIF or FCA, the risk of ownership is transferred to the buyer as soon as the goods have been received from the carrier. This also applies if the delivery ultimately takes place other than at the originally agreed destination. Any claim for transport damage can only be recovered from the carrier. In this case, the purchaser must notify Eurosalt of this intention in writing without delay.
11.3 Eurosalt shall stipulate all legal and contractual defences which it may invoke in order to defend its own liability towards the other party, also on behalf of its subordinates and non-subordinates for whose conduct it would be liable under the law.
11.4 Any claim against Eurosalt, except those expressly acknowledged by Eurosalt in writing, shall lapse by the mere expiry of a period of 12 months after such claim has arisen.
11.5 The provisions of this article are without prejudice to the legal liability of Eurosalt under mandatory rules of law.
11.6 Insofar as Eurosalt is liable pursuant to this article, it will only be obliged to pay compensation for damage up to the amount covered by its corporate liability insurance, or at least - if the insurance does not pay out or does not provide cover - up to the maximum amount of the invoice value.
11.7 For the interpretation of our trade clause(s), we refer to the Inco terms and conditions applicable at the time of the conclusion of the purchase agreement.
12. Disputes
12.1 All legal relationships between Eurosalt and the other party shall be governed by Dutch law.
12.2 All disputes, which may arise as a result of the agreement with the other party or further agreements, which may be the result thereof, shall be submitted to the competent court in Rotterdam unless the parties agree otherwise.
12.3 AVC2002 and IVTB latest version on transports are applicable.
12.4 Ìndien one or more provisions in an agreement and/or these general terms and conditions appear to be null and void or are declared null and void by the court, the other provisions of the agreement and/or these general terms and conditions retain their legal force.
13. Conversion
If and in so far as on the grounds of reasonableness and fairness or the unreasonably onerous nature of any provision in these General Terms and Conditions can not be invoked, then the provision in question has a meaning in terms of content and scope that is as similar as possible, so that it can be invoked.
Filing under number
14. These General Terms and Conditions have been filed with the Chamber of Commerce/Rechtbank in Breda under number 24179430 on 24 August 2006.
The present general terms of sale are integrally applicable to each contract of sale with Eurosalt.
The present general terms of sale are integrally applicable to any contract of sale with Eurosalt.
The general terms and conditions of sale are applicable to all customers of Eurosalt.
