General terms and conditions of sale
Article 1 - General
- In these General Terms and Conditions of Sale, "Antioxidair" means Antioxidair B.V. and its subsidiaries, as well as the company/companies run by them.
- "Purchaser" means the natural person who or legal entity which concludes a contract with Antioxidair.
- "Incoterms 2000" mean the Incoterms 2000 drawn up by the International Chamber of Commerce in Paris.
- These General Terms and Conditions of Sale shall apply to and be part of all contracts for the sale of goods, proprietary rights and services by Antioxidair to the Purchaser.
- The interpretation of what the parties agree shall take place with due observance of the customs between companies which trade in Food Supplements, Functional Foods, (food) ingredients and related articles.
- These General Terms and Conditions of Sale are drafted in the English language. In the event of a dispute over the contents or purport of translations of these General Terms and Conditions of Sale, the English text shall be binding, and the interpretation of the text and terms shall be based as far as possible on what is customary in international trade.
Article 2 - Offers
- Offers by Antioxidair shall be free of obligation and shall lapse in any case after two working days have passed.
- The illustration, catalogues, drawings and statements provided by or on behalf of Antioxidair in relation to quality, composition, weight, dimensions, handling in the broadest sense, application possibilities and properties of the goods serve only to give a general impression and shall not be binding on Antioxidair.
Article 3 - Prices
- All prices are in euro or another internationally negotiable currency and are based on the agreed Incoterms 2000 delivery term.
- In case of an increase in one or more elements which are part of the offered selling price, Antioxidair shall have the right to pass them on to the Purchaser.
Article 4 - Contract
- A contract shall be concluded by the written confirmation thereof by Antioxidair.
Article 5 - Delivery
- The delivery periods quoted by Antioxidair are indicative. Antioxidair shall not be liable for loss due to the exceeding of delivery periods, nor shall this under any circumstances give the Purchaser the right to dissolve the contract.
- Antioxidair shall make delivery in accordance with the agreed Incoterms 2000 delivery term. The Purchaser shall see to it that the delivered goods are inspected immediately, whether or not by engaging the carrier or another person to whom the Purchaser must give the relevant necessary instructions.
Article 6 - Suspension and dissolution of the contract
- As soon as the Purchaser is in default, in a state of insolvency or suspension of payment, or a decision is taken that it will be liquidated, Antioxidair shall be entitled to suspend the performance of all obligations vis-à-vis the Purchaser and, if desired, to dissolve the contract by an extrajudicial statement, without being liable for any damages in that regard.
Article 7 - Payment
- The Purchaser shall assure prompt payment in accordance with the agreed payment terms, without deduction or setoff. The Purchaser shall not be entitled to suspend payment for any reason whatsoever.
- If the Purchaser fails to assure prompt payment, it shall be in default by operation of law, without further notice of default being required.
- For each request for payment or oral or written warning, the invoice amount due shall be increased by twenty-five euro, exclusive of the VAT to be charged on that amount.
- As soon as the purchaser is in default, Antioxidair shall have the right, without further notice, to take measures for extrajudicial collection. The Purchaser shall reimburse all costs involved in this. The extrajudicial collection costs shall in any case be deemed to amount to 15% of the sum to be collected, with a minimum of Euro 250, exclusive of the VAT to be charged on that amount. The Purchaser shall owe the reimbursement for extrajudicial collection charges from the day that his is in default.
- As soon as the Purchaser is in default, it shall pay Antioxidair contractual interest of one per cent per calendar month. The contractual interest due shall be charged on the total invoice amount, including VAT, including the increase(s) pursuant to paragraph 3 of this article, plus the extrajudicial collection costs due as referred to in paragraph 4 of this article. The contractual interest shall be charged from the date that the Purchaser is in default until the date of payment in full, whereby part of a calendar month shall count as a full month. Each time after the end of a calendar year, the amount on which the contractual interest is charged shall be increased by the contractual interest due for that calendar year.
- All payments by the Purchaser, regardless of any statements by the latter, shall first be deducted from the extrajudicial collection costs due at such time, then from the contractual interest due at such time, and finally from the oldest invoice amount due at such time.
- As soon as the Purchaser is in a state of insolvency or suspension of payment, or a resolution is passed for its liquidation, all claims of Antioxidair shall be immediately due and payable.
- Antioxidair's office in Amsterdam shall apply as the place of payment of all amounts on the basis of or arising from contracts between the parties, of whatever nature.
Article 8 - Complaints
- The Purchaser shall inspect delivered goods and packing materials upon receipt, if necessary by carrying out relevant (laboratory) tests. If the Purchaser is of the opinion that Antioxidair or its supplier(s) have failed to comply with their delivery obligation, it must notify Antioxidair of this in writing, stating the reasons, within 72 hours of taking delivery. The Purchaser must send Antioxidair evidence of such failure.
- After expiry of the period referred to in the preceding paragraph, it shall be established between the parties that Antioxidair has complied with its delivery obligation. From that time, the provision by the Purchaser of evidence to the contrary shall be excluded.
- Irrespective of the preceding paragraphs of this article, it shall be established between the parties that Antioxidair has complied with its delivery obligation if the Purchaser has used the goods, treated or processed them, or delivered them on to a third party.
- Under no circumstances shall the Purchaser be entitled to return the goods delivered by Antioxidair, otherwise than after written permission from Antioxidair, and subject to compliance with the further conditions set by Antioxidair.
- If Antioxidair considers any complaint as well-founded, it shall be entitled, at its discretion, to replace the goods or credit the Purchaser for the relevant part of the delivery.
- The measurements and weighings, as stated on invoices or tonnage or weighing certificates submitted by Antioxidair, shall be deemed as correct, unless the Purchaser demonstrates a deviation by more than 2%, in which case the payment due shall be adjusted accordingly.
Article 9 - Circumstances beyond Antioxidair's control / force majeure
- In case of force majeure, Antioxidair shall have the right, without judicial intervention, to suspend performance of the contract wholly or in part until the circumstance constituting the force majeure no longer exists, or to dissolve the contract wholly or in part by means of an extrajudicial statement. Under no circumstances shall Antioxidair be liable to the purchaser for any damages.
- Force majeure shall mean: any circumstance which Antioxidair could not reasonably have foreseen, on which Antioxidair has no influence or at least which is reasonably beyond Antioxidair's control. Force majeure shall in any case include war, threat of war, civil war, riots, flooding, water damage, fire, transport difficulties, unforeseen technical complications, operational failures, strikes at Antioxidair or at suppliers and third parties engaged by Antioxidair, blockades, import and export bans, whether or not imposed by health authorities, total or partial seizure or revendication of stocks at Antioxidair or at its suppliers by civil or military authorities, lack of transport capacity, failure to deliver or late delivery by suppliers of Antioxidair, machinery breakdowns, destruction and other stagnation at the companies or suppliers of Antioxidair, as well as a scarcity, whether or not resulting from increases in the prices of goods or government measures, through which delivery is wholly or temporarily impossible or hindered.
Article 10 - Liability
- Any liability of Antioxidair for losses of any nature, direct or indirect, including trading loss and consequential loss, shall be excluded. This exclusion of liability for losses may also be relied upon by (former) personnel, executive directors and supervisory directors of Antioxidair, by third parties engaged by it, including heirs and legal successors.
- If it should be established at law that, notwithstanding the preceding paragraph, Antioxidair is nevertheless liable for losses, the liability shall be limited to the payment made in the actual case by the insurer of the liability on the basis of a (business) liability insurance policy taken out with the latter.
- If it should be established at law that, notwithstanding the first paragraph of this article, Antioxidair is nevertheless liable for loss, and in the actual case no payment follows on the basis of a (business) liability insurance policy, the liability shall be limited to the invoice amount, with due observance of any discounts and reductions given, and exclusive of the transport costs and VAT involved in (the relevant part of) the delivery.
Article 11 - Retention of title
- The title to the goods delivered by Antioxidair shall not pass to the Purchaser until the latter has complied with all its obligations vis-à-vis Antioxidair, including the payment of invoices, contractual interest and extrajudicial collection costs.
- The goods delivered by Antioxidair may be resold or processed by the Purchaser in the context of its normal business operations, but may not be pledged to a third party, nor otherwise used as security for a claim of a third party without written permission for this from Antioxidair.
- If the law of the country of destination of the goods delivered by Antioxidair has farther-reaching possibilities to retain title than those laid down in paragraph 2 of this article, these farther-reaching possibilities shall be deemed by the parties to have been stipulated for Antioxidair, on the understanding that if it cannot be determined objectively to which farther-reaching rules this provision relates, the provisions of paragraph 2 above shall continue to apply.
- Immediately upon request by Antioxidair, the Purchaser shall create a (non-possessory) right of pledge in all goods in which the goods delivered by Antioxidair have been processed, or of which they are part.
Article 12 - Applicable law
- The conclusion and performance of the Contract shall be governed by the laws of the Netherlands. The applicability of the Vienna Sales Convention is explicitly excluded.
Article 13 - Dispute resolution
- All rights of action against Antioxidair, its employees, executive directors and supervisory directors, third parties engaged by it, including heirs and legal successors, shall prescribe through the passage of one calendar year from the occurrence of the event giving cause for the action.
- All disputes which might arise on the basis of the contract in question, or further contracts which might result therefrom, shall be resolved in accordance with the Arbitration Regulations of the Netherlands Arbitration Institute.
- The Arbitration Tribunal shall be composed of three arbitrators. The place of arbitration shall be in Amsterdam. The proceedings shall be conducted in English, unless the parties agree to conduct the proceedings in a different language. The Arbitration Tribunal shall decide as good men in all fairness. Joinder of the arbitration proceeding with another arbitration proceeding as provided in Section 1046 of the Code of Civil Procedure (Wetboek of Burgerlijke Rechtsvordering), is excluded. Arbitral appeal from the arbitral award is not possible.
- In departure from paragraph 1, Antioxidair shall have the right to bring disputes before the competent court in Amsterdam. Antioxidair shall also have the right to bring disputes before another court in or outside the Netherlands, which has jurisdiction on the basis of the applicable rules of jurisdiction.
- If it should be established that any provision of these General Terms and Conditions of Purchase is void or voidable, and the provision is voided, such provision shall be replaced as far as possible by a provision of the same nature and purport. The voidness or voidance of one of the provisions shall leave the other agreements between the parties intact.