General terms and conditions

Unless expressly agreed otherwise, these terms and conditions apply to all offers, agreements of sale and purchase, and deliveries of all goods and services marketed and/or provided by the seller. The buyer accepts the applicability of these terms and conditions by the mere fact of placing an order. General or specific Purchase Conditions used by the buyer are not accepted by the seller and do not apply to the offers, agreements, and deliveries governed by these terms and conditions unless and after the seller (and, if the seller is a legal entity, a director thereof) has expressly declared the aforementioned Purchase Conditions applicable to any specific transaction in writing. Acceptance of the applicability of such Purchase Conditions in this manner shall under no circumstances imply that these Purchase Conditions also apply (or will apply) to other transactions between the buyer and the seller.

If and to the extent that an offer and/or agreement between buyer and seller contains provisions that deviate from the offers and/or agreements governed by these conditions without the applicability of these conditions being expressly excluded, the remaining provisions of these conditions remain in full force.

All quotations are non-binding, provided, however, that the seller is bound by the net prices stated in written price quotations for a period of 14 days, starting from the date of dispatch of the quotation in question. All prices are net cash, without discount and exclusive of taxes due at the time of delivery. If an order is placed without an explicit price agreement, it will be fulfilled at the price applicable at the time of order execution, regardless of any previous quotation or price previously charged. A 10% variability is permitted for each agreed-upon quantity, with the understanding that the buyer is obligated to receive and pay for 10% less or more, with a minimum of 1 kg or 1 liter, respectively. The seller, if not bound by a quotation issued in this regard, is entitled to refuse orders. In that case, the seller is obligated to notify the buyer thereof within 5 business days of receipt of the order.

The seller has fulfilled its delivery obligation by offering the goods to the buyer once at the agreed time. The report of the person who arranged the transport constitutes full proof of the offer to deliver if the buyer refuses to accept the goods, in which case the costs of return freight, storage, and other necessary expenses shall be borne by the buyer. The offer to deliver is considered equivalent to delivery. If the seller refuses to accept the goods, they will store them for 30 days after the offer. The seller will notify the buyer in writing that the goods can be collected (or have collected) against cash payment. After this period, the seller is entitled to sell the goods to a third party or otherwise dispose of them. If no term has been agreed upon for delivery on demand, a term of four months applies, commencing on the date the purchase agreement is concluded. After this term, or the agreed call-off period, has expired, the seller is entitled to demand payment for the goods sold on demand without observing any credit period.

Delayed delivery, provided it is within reasonable limits, does not entitle the buyer to compensation or termination of the agreement. However, if the agreement stipulates that delivery will take place at a specific time and the buyer has informed the seller in writing that this period may not be exceeded under any circumstances, the buyer is entitled, after the agreed period has elapsed without delivery, to terminate the purchase agreement without judicial intervention, without prejudice to the buyer's right to compensation, except in the event of force majeure on the seller's part. The buyer is obligated to notify the seller of this immediately in writing. Agreed delivery dates are target dates, unless expressly agreed otherwise.

Force majeure means any circumstance that the seller could not have anticipated at the time of entering into the agreement and as a result of which the normal performance of the agreement cannot reasonably be expected by the buyer, such as: war or threat of war, regardless of whether the Netherlands is directly involved or not, full or partial mobilization, state of siege, riot, sabotage, flooding, fire or other destruction in factories or warehouses and lockouts, as well as suppliers or manufacturers who, for whatever reason, fail – in whole or in part – to fulfill their obligations to the seller. In the event of force majeure, the seller has the right to terminate the agreement without being liable for damages.

The seller is entitled at any time to request advance payment or security from the buyer before making delivery or further delivery. If the buyer fails to make the requested advance payment or security, any obligation to deliver that may be incumbent on the seller will lapse, without prejudice to the seller's right to compensation for all damages, costs, and interest from the buyer.

All delivered goods remain the exclusive property of the seller until all claims arising from this or previous deliveries by the seller to the buyer have been fully settled by the buyer. The seller may immediately reclaim the goods if the buyer has not fulfilled their obligations or if the seller has reason to believe that the buyer will not fulfill their obligations. The costs associated with the return will be charged to the buyer. Upon return, credit will be provided based on the value of the goods upon return. The retention of title stipulated in this article does not affect the fact that the risk of use and storage of the delivered goods, in the broadest sense of the word, passes to the buyer from the moment of actual delivery.

Only packaging returned within six months of the invoice date, free of charge to the warehouse, that is in good condition and for which an invoice was charged, entitles the buyer to reimbursement of the calculated value. The buyer will be notified in writing of rejection of packaging within 30 days of receipt, after which the packaging will be kept at their disposal for one week, after which the seller is free to dispose of it without any obligation to pay damages. Packaging not separately invoiced for on the invoice will not be accepted by the seller.

The seller reserves the right to label the goods with its own name and trademark. The buyer acknowledges that the intellectual property rights (copyright, patent rights, trademark rights, trade name rights, etc.) relating to the goods purchased from the seller, or to items provided by the seller, such as technical information sheets, advertising materials, etc., belong to the seller or one of the companies in the group to which the seller belongs. The buyer will respect these rights and is obligated to conduct itself in accordance with the instructions given by the seller. If the buyer discovers that the intellectual property rights referred to in this article are being infringed by third parties, the buyer is obligated to notify the seller immediately. The buyer is not permitted to use any trademark or other distinguishing mark of the seller as (part of) an internet domain name or alphanumeric telephone number. The buyer grants the seller permission to include and use all (sales) information originating from the buyer in a database. All rights to this database remain with the seller.

1. Complaints of any nature whatsoever do not suspend the buyer's payment obligation and can only be brought to the seller's attention in writing within the time limits described in this paragraph.

2. No complaint will be admissible if the buyer has processed or resold the goods while the buyer could have detected the alleged defect through simple inspection. No complaint will be accepted based on technically unavoidable deviations in color and properties.

3. Complaints regarding shortages, incorrect formatting, weights, quantities, or regarding packaging and the charged price can only be made within 14 days of delivery of the goods.

4. Complaints about the quality of delivered goods can only be submitted within 14 days after the buyer discovers the defect, but in no event later than six months after delivery of the goods. If a shorter shelf life is stated on the packaging, complaints must be submitted within this period.

5. The buyer may only demonstrate the defects of delivered paint products—to the exclusion of any other means of proof—by submitting a report from the most appropriate department of TNO, with the reporting costs being borne by the unsuccessful party. No binding evidentiary regulations apply to any other products.

6. The buyer may demonstrate that the printing inks supplied are defective by any means, provided that the only defect is failure to comply with the seller's specification(s) applicable to the product.

7. The seller's liability for damages due to defective delivered goods, for documentation, processing and other advice, guidance, and inspection, will never exceed an amount equal to 3.5 x the invoice amount of the delivered goods proven to be defective. Under no circumstances will the seller be liable for any consequential damage whatsoever and for any reason whatsoever.

8. The burden of proof that the goods to which the complaint relates are the same as those supplied by the seller lies with the buyer.

1. Unless otherwise agreed, the buyer is obligated to pay invoices within 30 days of the invoice date without deduction of any discount. Offsetting against any claim against the seller is excluded.

2. If the invoice amount expressly includes a credit restriction surcharge, this is deemed to be part of the invoice amount and may only be deducted if the remainder of the invoice has been paid within 30 days of the invoice date.

3. If the buyer fails to pay the invoice amount due on time, they will owe the seller interest of 1 ¼% of the invoice amount for each month or part thereof by which the payment term is exceeded. If at any time the statutory interest pursuant to Article 6:119a of the Dutch Civil Code exceeds the interest due under the interest clause included in this paragraph, the seller is entitled to claim interest pursuant to Article 6:119a of the Dutch Civil Code, in which case the interest will be calculated in the manner specified in that article.

4. Only payments made in the manner specified by the seller are valid. The seller is free to deduct payments received from outstanding costs, accrued interest, and the oldest outstanding invoices, even if the buyer has indicated that a payment is intended to be deducted from a specific invoice, or if the amount transferred shows that the buyer intended to pay a specific invoice.

5. If the buyer is in default because the payment term has expired, the seller is entitled to collect the amount due through legal proceedings, without any further notice of payment being required. The seller has the right to terminate all agreements concluded with the buyer if the buyer fails to fulfill the obligation arising from an agreement concluded with the seller, if the buyer is granted a moratorium, or if the buyer is declared bankrupt.

6. In addition to the amount owed, the seller is entitled to claim from the buyer all costs incurred as a result of the buyer's non-payment, both judicial and extrajudicial collection costs.

7. Extrajudicial collection costs are owed by the buyer in any case in which the seller has engaged the assistance of a third party for the collection. They amount to 12% of the amount to be collected, being the invoice amount plus the accrued interest as referred to in paragraph 3 of this article, with a minimum of €11.50. If the buyer pays the principal sum, plus the accrued interest and extrajudicial collection costs, within 14 days after the written reminder to pay has been sent to him by a third party to whom the seller has instructed the collection, the extrajudicial collection costs amount to 5% of the amount due, being the invoice amount plus the accrued interest as referred to in paragraph 3 of this article, with a minimum of €11.50.

8. The seller is not obligated to demonstrate that they have incurred outstanding extrajudicial collection costs. If the seller files for bankruptcy against the buyer, the buyer will be liable for the costs of the bankruptcy application, in addition to the amount owed and the associated judicial and/or extrajudicial costs.

Unless the parties have submitted their disputes to arbitration, all disputes (including summary proceedings and attachment orders) that may arise between the parties arising from these Uniform Conditions of Sale and Delivery or subsequent agreements will be settled exclusively by the court in the district in which the seller is established, insofar as the dispute falls within the jurisdiction of a court and the law has not declared another court competent by mandatory rules of law. All disputes will be settled in accordance with Dutch law.