Purchase conditions Difrax B.V

1. Applicability

1.1 These general conditions shall be applicable to quotations, offersand contracts, unless the applicability is explicitly excluded in writing.

1.2 The other party may only invoke stipulations deviating from theseconditions and/or its own conditions or stipulations if such stipulations orconditions have been explicitly accepted by Difrax in writing.

1.3 Once another party has entered into a contract with Difrax on thebasis of these conditions, this other party shall be deemed to havetacitly consented to the applicability of these conditions to agreementsconcluded with Difrax at a later date.

2. Offers and quotations

2.1 All quotations provided by Difrax shall be completely without obligation,unless explicitly agreed otherwise. 

3. Prices and rates

3.1 Unless explicitly stated otherwise, all quoted prices are in Euros andexclusive of VAT.3.2 Difrax shall be permitted to increase the prices specified in the offersand quotations if, in the period between offer and delivery, significantprice changes have occurred in respect of raw materials, material costs,transport costs, import and export duties and/or other levies in theNetherlands or abroad, wages, social insurance contributions, exchangerate fluctuations or otherwise unforeseen circumstances.

4. Delivery and delivery periods

4.1 Unless explicitly agreed otherwise in writing, the specified deliveryperiods shall be approximate periods. An exceeding of the deliveryperiod shall not entitle the other party to claim damages or to dissolvethe contract.

4.2 If the delivery threatens to be delayed or if it has been delayed,Difrax shall notify the other party of this as soon as possible.

5. Right to claim

5.1 Immediately after receipt of the goods delivered, the other partymust ascertain whether or not everything has taken place in accordancewith the agreements made between the parties. The other partyundertakes to notify Difrax immediately of any complaints concerningthe delivery of the products.

5.2 The other party shall leave the delivered goods in the state in whichthey were when it discovered the defect. The other party shall give fullassistance if Difrax wishes to investigate the validity of the complaint onsite.

5.3 The other party shall forfeit all rights concerning defects ascertainedif it does not notify Difrax of such immediately after ascertaining a defectand does not assert in writing its right to claim within a maximum of 8days after the delivery. The right to claim shall also be forfeited if thegoods are not in their original state.

5.4 On condition that the other party has acted in accordance with theprovisions of this article and on condition that it has been sufficientlyproved that the products do not conform to what was agreed upon inthis matter, Difrax shall have a choice: either it may replace theproducts which have been proved to be faulty with new products, afterreturn of the said faulty products; or it may refund the purchase price ofthe products which have been proved to be faulty, after return of thesaid faulty products. Through the performance of one of theaforementioned actions, Difrax shall have completely fulfilled itsobligations in this matter.

6. Payments

6.1 Payment must be made within 30 days after delivery, unless there isdeviation from such period in the quotation. In the case of paymentwithin 8 days, there will be a discount of 2 per cent on the invoiceamount exclusive of VAT. The other party shall not be entitled to set offor defer payment.

6.2 Except in the event that the other party disputes in writing theamount invoiced within 8 days after the date of the invoice, this otherparty shall remain obliged to pay the full amount of the invoice, with dueobservance of the other provisions set out in this article. 

6.3 If the other party disputes in good time the amount charged in theinvoice, this other party shall remain obliged to pay the non-disputedpart of the amount charged in the manner set out in paragraph 1 of thisarticle. Should it turn out afterwards that the amounts charged in theinvoice are correct, the following paragraphs shall also apply to the nonpaidpart of the invoice.

6.4 If the other party does not pay within the stipulated period, this otherparty shall be in default by the mere expiry of this period, without furthernotice of default being required.

6.5 As from the moment that the other party is in default, this other partyshall be obliged to pay a contractual penalty of 1% per month in respectof the amount due, with part of a month counting as a full month.

6.6 If the other party defaults on payment after Difrax’s first demand, forwhich a period of 14 days is stipulated, this other party shall be obligedto pay extrajudicial costs amounting to at least 15 per cent of theprincipal amount, but with a minimum of € 100.00.

7. Retention of title

7.1 Goods that are supplied to the other party by Difrax and in respect ofwhich it has been provided for that they will pass into the ownership ofthe other party will only become the property of the other party after thisother party has fulfilled all its obligations.

7.2 The other party gives, as from now, Difrax or a third party to bedesignated by Difrax unconditional and irrevocable permission, in all thecases in which Difrax wishes to exercise its right of ownership, to enterall those places in which the property of Difrax is then to be found and totake away those goods.

7.3 If third parties seize the goods supplied subject to retention of title,or want to create or enforce rights to these goods, the other party shallbe obliged to notify Difrax of such immediately.

8. Guarantee

8.1 Difrax guarantees that on delivery the products conform to what wasagreed upon in this matter.

8.2 Other guarantee conditions shall only apply if and in so far as theparties have explicitly agreed upon such conditions in writing.

9. Liability and indemnification

9.1 Difrax shall not be liable for damage to products, apart from the dueobservance of the provisions set out in Article 5, paragraph.4. Thecontractual and statutory liability shall at all times be limited to theamount of the purchase price of the product in respect of which theliability has arisen.

9.2 Difrax shall not be liable for so-called consequential damage.

9.3 Difrax shall not be liable for damage resulting from improper use,which shall also be understood to mean use in violation of anyinstructions and/or warnings on the packaging.

9.4 The provisions of the preceding paragraphs of this article shall notaffect Difrax’s liability under the provisions of Title 3, Part 3, Book 6 ofthe Netherlands Civil Code (Product Liability). Furthermore, Difrax shallnot invoke liability restrictions in the preceding paragraphs of this articleif and in so far as the damage arose as a result of intention or grossnegligence on the part of Difrax.

9.5 Unless the damage arose as a result of intention or gross negligenceon the part of Difrax, the other party shall indemnify Difrax against allclaims from third parties that are connected directly or indirectly with(the use of) the products and shall compensate Difrax for all thedamage Difrax suffers as a result of such claims.

10. Force majeure

10.1 In the event of force majeure, Difrax shall be entitled to suspendthe execution of the contract for as long as the circumstance causingthe force majeure continues, or shall be entitled to completely or partlydissolve the contract, without being liable to pay any damages orpenalty, on the understanding that dissolution may not take place withretrospective effect.

10.2 Apart from the cases falling under force majeure in accordancewith general criteria, force majeure shall also be understood to include:traffic jams; strikes in the postal services; the non-supply of services bypublic utilities; breakdown of machinery; fire; flood; burglary; and eithernon-performance or performance later than the stipulated time on thepart of third parties, including suppliers and transporters, on whom Difrax is dependent for the execution of the order.

11. Samples and examples

11.1 If a model, sample or example has been shown or supplied by Difrax, thisshall be assumed to have only been shown or supplied by way ofindication: the characteristics of goods to be supplied may differ from thesample, model or example, unless it has been explicitly agreed that thegoods will be supplied in accordance with the sample, model or exampleshown or supplied.

12. Disputes, applicable law and election of domicile

12.1 Dutch law shall apply to all contracts between Difrax and the otherparty.

12.2 Disputes shall be submitted to the competent court in Utrecht.