General Terms & Conditions of Sales
Buyer: the person, company or other legal entity that intends to purchase Goods from Seller
Goods: any goods, work and/or supplies supplied by Seller
Intellectual Property: all industrial and intellectual property rights related to the Goods, including know-how, copyrights and all rights in the nature of copyright, database rights, design rights, model rights, patents, trademarks, domain names, and all other similar propriety rights that may subsist in any part of the world, together with all applications, renewals, extensions and revivals thereof, whether registered, registrable or otherwise
Offer: any offer from Seller for the supply of Goods, including any quotations from Seller for the supply of Goods
Purchase Order: any purchase order made by the Buyer in writing for the supply of Goods by the Seller
Parties: Seller and Buyer
Purchase Order Confirmation: a written confirmation of the Purchase Order from the Seller
T&C: these General Terms and Conditions of Sale
Seller: CAM Bioceramics B.V., with its registered offices at Zernikedreef 6,
2333 CL Leiden, The Netherlands
1. General applicability
1.1 These T&C form an integral part of and shall apply to all Offers made by the Seller.
1.2 A contract for the supply of Goods shall consist of the following elements, in decreasing order of importance (Contract): (i) the T&C, (ii) the Purchase Order Confirmation and (iii) the Purchase Order.
1.3 In case one or more clauses within these T&C shall, for any reason, be held invalid, illegal or unenforceable in any respect, wholly or partially, such clause shall be replaced by a clause which reflects the original intend, purpose and economic effect of such clause. The other clauses of these T&C will remain effective.
2.1 All Offers from Seller are understood to be without obligation. A legal commitment is made when the Seller has confirmed the Purchase Order made by the Buyer via a written Purchase Order Confirmation. All Offers from Seller are automatically withdrawn if 30 days have passed without any confirmation of the Offer by the Buyer.
2.2 All information provided by Seller to Buyer is based on current experience and reflects Seller’s current knowledge. Prices that are provided by Seller verbally are estimates and non- binding. Only Offers signed by an employee authorized by Seller are valid.
2.3 Seller reserves the right to correct any spelling or other errors in any Offer. Buyer cannot claim damages from CAM as a result of such errors.
3.1 The Goods are delivered to Buyer by Seller Ex Works (Incoterms 2010). Unless otherwise explicitly agreed upon in writing between the Parties the time of delivery provided by Seller is an estimate and can be extended by Seller with a period reasonable taken into account the nature and bulk of the Purchase Order.
3.2 Seller may decide to perform partial deliveries to Buyer.
3.3 Unless explicitly otherwise agreed in writing between the Parties, shipment shall always be carried out at the Buyer’s risk. This also applies to any return shipments.
3.4 If shipment is delayed for reasons attributed to the Buyer, the Buyer shall be liable for any accidental deterioration, loss, damages and/or destruction with regard to the Goods as a result thereof. Seller reserves the right to charge the Buyer with reasonable storage cost incurred by Seller.
4. Provision with regard to property
4.1 The Goods shall remain in Seller’s ownership until the Buyer has completely fulfilled his payment obligations under the Contract.
4.2.2 Goods delivered by Buyer that are to be processed by Seller, are considered to remain in the ownership of Buyer. Seller is entitled to suspend its obligations to hand over the Goods to Buyer until the moment Buyer has completely fulfilled his payment obligations towards the Seller under the Contract
4.3 The Buyer shall not be entitled to vest any security rights on or with regard to the Goods. Moreover, the Buyer has the obligation to inform the Seller without delay of any actions taken by third parties with respect to the Goods.
4.4 Intellectual Property remains at any time in the ownership of the Seller and will not transfer to the Buyer.
5.1 Unless explicitly agreed otherwise in writing between the Parties, all prices are in Euros, and are to be understood to be net prices exclusive of import duties and taxes. Any applicable tax has to be paid by the Buyer. Prices apply only to the complete quantity of Goods mentioned in the Purchase Order Confirmation. Any additional services to be provided by the Seller to the Buyer will be invoiced separately.
5.2 Unless explicitly agreed otherwise in writing between the Parties, Seller may change prices from time to time. Seller will inform the Buyer in writing of any changes in prices.
6.1 The Buyer undertakes to pay any amounts due under the Contract within 30 days after the date of invoice, unless otherwise agreed upon in writing by the Parties. Payment will always take place in Euros unless otherwise agreed upon in writing by the Parties. An obligation for payment under the Contract shall only be fulfilled by the Buyer when Seller has received and can dispose of the entire amount due.
6.2 The Seller has at all times the right to deviate from the conditions laid down in section 6.1 of the T&C, e.g. by demanding from Buyer cash payment or payment in advance.
6.3 The Buyer will be automatically in default when payment is delayed, without any further notice from the Seller being required. Without prejudice to any other rights the Seller may have, any and all amounts to be paid under the Contract that are not paid at the relevant payment date shall bear interest at a rate of 1% per month (or part of a month that such amount remains unpaid). Interest shall be compounded on a monthly basis. The Buyer will have to reimburse any and all expenses the Seller has made to collect the amount due from the Buyer, including non-judicial expenses, with a minimum of 10% of the amount due.
6.4 The Buyer is not entitled to any set-off, withholding or any other similar action in respect of any payments to be made under the Contract.
6.5 Seller is entitled to link payments made by the Buyer to the oldest unpaid invoice from Buyer.
7.1 Seller may terminate the Contract with immediate effect by written notice to the Buyer if the Buyer is declared bankrupt (failliet) or files for bankruptcy, is granted suspension of payments (surséance van betaling) or files for suspension of payments, has obtained a voluntary or involuntary general assignment of its assets for the benefit of its creditors or any other similar circumstance under the applicable law.
7.2 Upon the occurrence of an event referred to in article 7.1 of the T&C any and all amounts then owed under the Contract become immediately due and payable, without prejudice to Seller’s right to claim additional damages, if any.
8. Force Majeure
8.1 If a force majeure event of whatever nature, including but not limited to, mobilization, war, terrorism, revolution, fire, storm, flood, strike, epidemics, interruption of transport, confiscation, disruption, lack of materials/power/fuel/energy, catastrophes, restrictive government regulation of whatever nature, malfunctioning of installations services and/or any circumstance the Seller could reasonably not foresee and cannot influence and which, prevents the Seller from performing any or all of its obligations under the Contract, the Seller shall be entitled to suspend its obligations under the Contract for so long as the force majeure continues or to terminate the Contract in part or in full without having to pay any compensation to the Buyer.
8.2 If the force majeure continues for more than eight (8) weeks, Parties may terminate the Contract in writing.
9. Complaints and Responsibilities
9.1 The Seller accepts no liability for any use, sale or application of the Goods by the Buyer or any third party, even if the Buyer explicitly informs Seller about the chosen use, sale or application.
9.2 The Buyer is obliged to inspect the Goods immediately upon receipt of delivery or as soon as possible afterwards. Complaints about damage, quality or other deficiencies have to be lodged with the Seller in writing within three (3) months from receipt of the Goods.
9.3 The Buyer is obliged to take all necessary measures to limit as much as possible any damage to the Goods held in storage as well as during transportation. Return of Goods to the Seller shall be at the risk of the Buyer. Any right of the Buyer for repair, replacement or compensation of the Goods will be forfeited if Goods are returned to the Seller in non-conformance of shipment instructions from the Seller.
9.4 The Buyer is obliged to strictly observe the instructions provided by Seller for storing and handling of the Goods. If such instructions are not observed by the Buyer, the Seller cannot be held liable for any damages as a result thereof.
9.5 Complaints with regard to the Goods duly presented in writing by the Buyer to the Seller and confirmed by the Seller will be settled by the Seller at its own discretion by repair, price reduction or additional supply of the Goods that were shortdelivered, replaced or recalled. Presentation of Complaints by the Buyer does not affect in any way the Buyer’s payment obligations under the Contract.
9.6 Seller shall not be liable for any indirect or consequential damage with regard to the Goods and Seller’s aggregate liability under the Contract will never exceed the net amount as confirmed in the Purchase Order Confirmation.
Any further liability of Seller on whatever legal ground, particularly with respect to indemnification for trading loss or other indirect or consequential damages is excluded.
9.7 The Buyer may not subcontract, transfer or assign any of its rights or obligations under the Contract to any third party without the Seller’s prior written consent.
10.1 Unless otherwise agreed in writing by the Parties Seller will not consider any information provided by the Buyer as confidential information, unless Seller is informed in writing by the Buyer of the confidential nature of the information provided by the Buyer.
11. Applicable law / jurisdiction
11.1 The Contract shall be governed by Dutch law. Any dispute with regard to the Contract shall be submitted to the courts in Rotterdam, the Netherlands on the understanding that Seller shall be entitled to submit every dispute with a court of Seller’s choice.