General Conditions of Sale

of

Sekisui Jushi Strapping B.V.

Filed at the Trade Register of the Chamber of Commerce for Limburg under number 51702002.

 

Article 1 – Applicability

These general conditions of sale apply to all offers, sales agreements and deliveries, unless both parties have agreed otherwise in writing. “Seller” in these conditions shall mean SEKISUI JUSHI STRAPPING B.V., established in Roermond, The Netherlands.

These conditions apply to the exclusion of any general conditions adopted by the Buyer or potential Buyer, unless both parties hereto have agreed otherwise in writing.

Article 2 – Offers, orders and agreements

All quotations by Seller shall be without obligation. A sales agreement is concluded only after Seller’s written confirmation of the order. The agreement, including Seller’s General Conditions of Sale, shall not be modified by receipt or acknowledgment of receipt by Seller of any general or special purchase conditions of Buyer. Irregularities in confirmation of the order by Seller will be notified to Seller in writing within three (3) working days following the date of confirmation, failing which the confirmation of order is deemed to reflect the agreement correctly and fully and the Seller will be bound by it.

Article 3 – Prices

Prices quoted by Seller or agreed with Seller include packaging but exclude VAT, import and export duties, excise and other taxes or levies or other charges with regard the products and their carriage. Prices quoted by Seller are calculated for delivery ex works (Inco terms 2000 plus latest amendments), unless indicated otherwise in writing.

Prices are subject to change without prior notice, unless they are expressively designated as firm for a specific period, in conformity with a written quotation or sales acceptance issued by Seller.

Article 4 – Delivery time and delivery

Stated delivery dates are best estimates and will not be regarded as final.

Seller shall to the best of his ability observe the time of delivery agreed upon. However delays shall not entitle Buyer to claim cancellation of the Agreement and/or indemnification.

Seller is entitled to execute an agreement in parts and demand payment for that part.

Article 5 – Force majeure

Seller shall not be liable for delays in delivery or failure to manufacture due to acts of god, acts of civil war or military authority, fires, strikes, labour disputes or disturbances, floods, epidemics, war, civil commotion, riots or delays in transportation or due to any other causes beyond its reasonable control.

Should a force majeure situation arise, Seller will be entitled to dissolve the agreement in respect of the unexecuted part by written declaration. Should the force majeure situation continue for more than six (6) weeks, the Buyer will also be entitled to dissolve the agreement with regard to the unexecuted part by written declaration.

Article 6 – Defects and complaints

Complaints about faulty goods shall be notified in writing to Seller within 8 days after receipt of the goods or where this is not possible, immediately following the discovery of the fault.

In case of complaint, Buyer shall store the goods in question in a safe condition, to preserve the state in which they were received and shall as soon as possible send us evidence of the complaint. The Buyer shall not have the right to return the products that, in his opinion, displays defects, without written consent of the Seller.

Article 7 – Retention of title

Legal and beneficial title to the goods shall remain with the Seller until such time as the Seller has received payment of the purchase price of any other goods or services previously or subsequently supplied by the Seller to the Buyer whereupon such title shall pass to the Buyer.

Buyer shall at Seller’s first request return the products to Seller. Failing this Seller shall be entitled, without prejudice to his other rights and remedies, to take back the sold products without any summons, notice of default or juridical intervention being required. Buyer undertakes to keep the products supplied under retention of title with the necessary care and recognisable as Seller’s property.

Article 8 – Payment

Unless agreed otherwise in writing, each shipment of products shall be paid promptly, without any discount, deduction or setoff by Buyer being permitted.

Seller reserves the right, in addition to other rights and remedies, either to cancel the agreement or to suspend further deliveries if Buyer fails to pay for a shipment of products when payment is due. If payment has not been made on the due date, Buyer will pay interest on the sum invoiced without prior notice at 1,5% per month, calculated from the due date.

If the delay in payment has caused the Seller expenses such as loss on exchange or devaluation, inflation as well as expenses for collection, court procedure or other costs, Buyer shall bear these costs too.

Article 9 – Liability

Except as provided by article 6, the Buyer has no claim whatever against Seller for defects in or concerning products supplied or provided by Seller.

Seller is consequently not liable for direct and/or indirect loss, including personal injury and material damage, intangible loss, consequential loss (loss of income, loss of business and the like) and any other loss incurred for any reason whatever, except in the case of wilful act or gross negligence by Seller.

Article 10 – Privacy regulation

We refer to our website (www.sjc-strapping.com) where our privacy statement is filed.

 

Article 11 – Applicable law

All agreements concluded by Seller are exclusively governed by Dutch law.

All disputes between Seller and Buyer will in first instance be settled exclusively by the competent court in the District of Roermond, unless another Dutch court has absolute jurisdiction. Seller is nonetheless entitled to approach the court at the Buyer’s place of residence/establishment.

The operation of any international treaty concerning the sale of moveable corporeal property, the effect of which can be excluded between the parties, will not apply and is hereby expressly excluded. More particularly, application of the Vienna Sales Convention 1980 (CISG 1980) is expressly excluded.

On disagreement concerning the interpretation of these general conditions, the Dutch text is binding.

June 2018.

Sekisui Jushi Strapping B.V.