General terms of Sale – Engineering Chemicals B.V

Section I: General provisions
These terms and conditions apply to all tenders, offers, agreements and ensuing deliveries of
Engineering Chemicals B.V. with the exception of any terms and conditions applied by the buyer.
Any deviating agreements do not apply notwithstanding our express written confirmation. The buyer
may not derive rights for future agreements from deviations from these terms and conditions agreed
In these terms and conditions, the term ‘written’ has the following meaning: via letter, fax or e-mail.
Insofar as these terms and conditions have been drawn up in a language other than Dutch, the Dutch
text shall prevail in the event of differences.

Section 2: Conclusion of the agreement
2.1 All our tenders are without any engagement, even if a period for acceptance has been stated in a
2.2 An order binds the buyer, but only binds the seller after a written order confirmation from the
2.3 An agreement is always concluded on the suspensive condition that our information sufficiently
proves the buyer’s creditworthiness.

Section 3: Measures and weights
3.1 The measures and weights, as mentioned in the measuring or weighing bills submitted by the
seller, are determining for the quality delivered.
3.2 The buyer always has the right to be present or represented at the measuring or weighing in
order to verify these.
3.3 Regarding all measures and weights, the seller always reserves the right to apply the margins that
are customary within his company. This concerns 1,0% per bulk, 1,0% per bag.

Section 4: Delivery
4.1 The term of delivery is approximate only, and may not be considered as a fatal deadline. The
seller is not in default regarding the term of delivery, unless he has been notified in writing thereof
by the buyer, and the latter has granted the seller the opportunity to deliver within a reasonable
term, and the seller has not complied with this term. Only if the term of delivery agreed is excessively
exceeded, i.e., by more than four weeks, the buyer is entitled to terminate the agreement, unless
such was caused by force majeure. However, the buyer can never claim any fines or compensation.
4.2 Delivery conditions are agreed per transaction. All delivery conditions apply in accordance with
Incoterms 2010.
4.3 The seller is entitled to suspend or cancel the delivery of the entire order, or a part of the order,
which have not been purchased by the buyer in the period that was originally agreed on, without
prior notice to the buyer, notwithstanding all other rights of the seller. Such suspension or
cancellation of the delivery does not influence any remaining part of the order that has been
purchased by the buyer in time.
4.4 Non-compliance or non-timely compliance with the payment obligation on the part of the buyer
suspends the seller’s delivery obligation.
4.5 The term of delivery commences after we have received a written order confirmation and after
we have received any advance payment from the buyer.
4.6 We reserve the right to deliver the order in parts, in which case the (payment) conditions set out
below also apply to each partial delivery.

Section 5: Warranty and liability
5.1 We guarantee that the goods sold by us comply with the standards applied by us. as well as with
that which has been agreed on in writing about this. Under no circumstances does our liability extend
beyond that which has been stipulated in this section. The buyer bears the risk and is liable for the
consequences of use of the goods, regardless if they are used in separately or in combination with
other goods.
5.2 The buyer is obliged to examine the goods upon delivery for visible and/or directly noticeable
defects. The buyer is also obliged to verify if the delivered goods are in accordance with the order in
other respects. The buyer has to notify the seller of complaints in writing within eight days after
delivery. If no written complaints have been received by the seller within this term, he is considered
to have met all his obligations regarding the goods delivered. Complaints about invoices have to be
filed in writing within eight days after the invoice date.
5.3 If a complaint is filed in time and if it is acknowledged by the seller, the latter is only obliged to
either deliver the missing goods or to replace or take back the goods and to compensate the buyer
for the invoice amount concerned. Under no circumstances is the seller obliged to compensate other
costs and/or damage. Goods are only taken back after prior written consent from the seller.
5.4 The liability of the seller towards the buyer is limited to compliance with the obligations, as
described in 5.3.
5.5 Except for instances of an intentional act or gross negligence on the part of the seller, and except
for the statutory liability based on mandatory stipulations. the seller can never be held liable for
damages incurred by the buyer. Liability for indirect damages. consequential damages, immaterial
damages, trading loss or environmental damage, or damages as a result of liability towards third
parties, is expressly excluded.
5.6 If and insofar as, despite the provisions of section 5.5, any liability lies with the seller, for
whatever reason, this liability is limited to the amount equal to the net invoice value of the goods
5.7 After delivery, the buyer indemnifies the seller against all claims by third parties, including claims
by third parties on account of product liability as a result of a defect of a good, which has been
delivered to a third party by the buyer, and which (partially) consisted of goods delivered by the

Section 6: Reserve of ownership
6.1 The ownership of all goods delivered by the seller is not passed on to the buyer until the latter
has fulfilled all payment obligations arising from this agreement or other agreements, including any
interest, fine and costs.
6.2 Goods delivered by the seller, which fall within the scope of reserve of ownership, in accordance
with paragraph I, may only be resold within the framework of ordinary business operations.
6.3 The buyer is not authorised to pledge or encumber in any other way the goods that fall within the
scope of the reserve of ownership.
6.4 The buyer hereby unconditionally and irrevocably grants the seller, or a third party to be
appointed by the buyer, permission for entering any place where the seller’s properties will be and to
take those goods away, for all cases in which the seller wishes to exercise its right of ownership.
6.5 If third parties seize delivered goods that fall within the scope of the reserve of ownership, or if
they want to establish or exercise a right to these goods, the buyer is obliged to inform the seller
thereof as quickly as may reasonably be expected.
6.6 The buyer undertakes to take out insurance for the delivered goods that fall within the scope of
the reserve of ownership and to keep them insured against fire, explosion damage, water damage
and theft, and to produce the policy document for inspection upon first request.

Section 7: Prices
7.1 Unless otherwise agreed upon, all prices apply free carrier, Steenbergen, the Netherlands (FCA,
Incoterms 2010).
7.2 Each price stated by the seller is based on cost price determining factors, such as the current
monetary circumstances, labour costs, prices of raw materials, rights. taxes and other levies,
subsidies and so on, which apply at the moment the agreement concerned is concluded. If changes
occur in one or more of these cost price factors after the agreement has been concluded but before
delivery, the seller is entitled to include the change(s) in the price.

Section 8: Payment
8.1 If no advance payment has been agreed on, the seller must have received payment of the invoice
amount, without deduction, suspension, payment discount or set-off, in its bank account no later
than 30 days after the invoice date, unless expressly stated otherwise in writing. If payment has not
taken place within the agreed payment term, the buyer is considered to be in default of payment
without further notice of default or judicial intervention being required, and he immediately owes
the seller interest of 1.5% per month. A month that has already started is considered to be a full
8.2 If the buyer fails to pay in time, the seller is entitled to suspend further deliveries, unless
adequate security has been furnished. Furthermore, the seller is entitled to terminate the agreement
with the buyer forthwith and without judicial intervention, without prejudice to the seller’s right to
compensation for damages incurred.
8.3 If the buyer fails to pay the amount owed in time, the buyer is bound to pay any judicial and
extrajudicial costs ensuing from the recovery of the debt. The extrajudicial costs amount to at least
15 (fifteen) per cent of the invoice amount.
8.4 The seller is authorised at all times to require the buyer to furnish adequate security for the
fulfilment of both his payment obligation and other obligations ensuing from the agreement. If the
buyer refuses to furnish the required security, the seller is entitled to suspend his obligations and
ultimately entitles him to terminate the agreement in full or partially without further notice of
default or judicial intervention being required. without prejudice to his right to compensation for any
damages incurred.

Section 9: Force majeure
9.1 The seller is relieved of any liability in case of force majeure. The performance of the agreement
may be entirely or partially suspended or cancelled, in proportion to the part that has already been
performed, without the buyer being obliged to pay any compensation.
9.2 The term ‘force majeure’ includes the following, among other things: war, risk of war,
mobilization, state of siege, riot, strike or lock-out, fire, accident or illness of personnel, operational
breakdown and reduction of production, lack of packaging material, transport stagnation, restrictions
on import or on other goods and services by third parties which are used by the seller.

Section 10: Cancellation
10.1 In principle, the buyer may not cancel an order. Nevertheless, if the buyer fully or partially
cancels an order, due to any reason, he is bound to compensate the seller for all reasonable costs
incurred for the purpose of performance of the order, including costs for preparation, storage and so
on, without prejudice to the seller’s right to demand compensation for loss of profits and other
damages. The buyer is also bound to compensate all costs ensuing from the cancellation.
10.2 The seller is entitled to cancel an order if the buyer has not yet fulfilled his earlier payment
obligations in time at the moment of delivery, both in relation to the seller and to other creditors.
The buyer may not derive any rights from such cancellations, and the seller can never be held liable
by him.

Section 11 : Suspension and termination
11.1 If the buyer fails to fulfil his obligations ensuing from the concluded agreement, or if he fails to
fulfil his obligations in time, if there are grounds for fearing the buyer will not fulfil his obligations, or
not in time, or if the buyer applies for a moratorium, files a winding-up petition, or dissolves his
company, the seller is entitled to suspend or terminate the agreement concerned without a notice of
default or judicial intervention being required, and the seller is not obliged to pay any form of
11.2 Any claim by the seller relating to a part of the agreement that has already been performed, or
to damages incurred as a result of a suspension or termination, which includes loss of profit,
becomes immediately due and payable.

Section 12: Applicable law
12.1 These terms and conditions and all tenders and offers issued by the seller, as well as any
agreements concluded between the buyer and seller, are governed by Dutch law only.
12.2 The applicability of the Vienna Convention on international purchase agreements regarding
movable items of 11 April 1980 is hereby expressly excluded.

Section 13: Nullity
13.1 If any of the provisions of this agreement is fully or partially void, the other provisions will
remain in full force, in which case the parties are bound to replace the void provision with a new
provision, which reflects as near as possible the intention of the void provision.

Section 14: Competent judge
14.1 Any dispute which might arise between the parties by reason of this agreement will be
submitted to the District Court of ‘s Hertogenbosch (the Netherlands), without prejudice to the
seller’s authority to submit the dispute to another competent judge, if desired .