Terms and Conditions of Supply

General Terms and Conditions of Supply 2014
Baars Anode
Rivierdijk 212
3361 AT Sliedrecht

Article 1 Application
1. These terms and conditions (filed with the Chamber of Commerce of Rotterdam under number 24.449.705) shall apply to all quotations, order confirmations, sales, deliveries, products and services of Baars Anode (listed in the commercial register of the Chamber of Commerce of Rotterdam under number 24.449.705).
2. The terms and conditions shall be part of every contract between the customer and Baars Anode, unless agreed otherwise in writing. The terms and conditions shall be known to both parties when the contract is entered into.
3. If the uniform terms and conditions of purchase used by the customer conflict with the present terms and conditions of supply, the latter shall prevail. Baars Anode may accept different terms and conditions. The terms and conditions used by the customer shall apply to Baars Anode if Baars Anode has accepted this in writing.
4. In the event of partial or complete nullity or invalidity in other respects of one or more provisions in these terms and conditions, the other provisions shall remain in force.

Article 2 Quotations
1. All quotations, estimates and offers shall be valid for thirty (30) days, unless expressly stated otherwise in the quotation. All quotations and offers by or on behalf of Baars Anode, be they verbal or written, shall be without obligation. Quotations and offers shall be taken to mean inclusive of any enclosures and/or appendices.
2. In the case of composite prices, there shall be no obligation to supply a part for a corresponding part of the price quoted for the whole.
3. If only a part of the work to be executed or manufactured has been completed, Baars Anode shall not be bound by the price quoted for the whole if it should emerge that the part that has not been completed requires more work than the part that has been completed.

Article 3 Formation of contracts
Contracts shall be formed when Baars Anode, after receipt of the order from the customer, either confirms it or starts executing it.

Article 4 Change to the order
1. If changes are made to the original order by or on behalf of the customer that bring with them higher costs than those used to calculate the quoted price, the customer shall be charged the extra cost. Changes to the order shall not be reason to charge a lower price than agreed.
2. Changes wanted by the customer after the order has been placed must be sent to Baars Anode in writing. If changes are specified in some other way, the risk associated with implementing the changes shall be borne by the customer.
3. Changes to an order that has already been placed may result in a delay in the originally agreed lead time.

Article 5 Property of the customer
1. Baars Anode shall store and use items entrusted to it by or on behalf of the customer with the same care that it employs with its own possessions.
2. Without prejudice to the provisions of the previous paragraph and elsewhere in these terms and conditions, the customer shall bear the risk associated with the items in question. If the customer wishes the aforementioned risk to be covered, the customer must pay to insure it.

Article 6 Property of Baars Anode
1. All products supplied to the customer shall remain the property of Baars Anode until the customer has paid Baars Anode in full all the sums that the customer owes for the products supplied or to be supplied or the work done or to be done by virtue of the contract.
2. In the case of damage to or destruction of the items made available to the customer as referred to in the previous paragraph, this damage or loss shall be charged without prejudice to the right to claim further costs and interest.

Article 7 Payment
1. Payment must be made without subtraction of discount so that Baars Anode shall receive the invoiced amount within the agreed payment term.
2. Unless agreed otherwise, the payment term shall be 30 days, starting on the invoice date.
3. Baars Anode is entitled to request sufficient security for payment for the delivery and to stop fulfilment of the order if this security cannot be provided. If the payment term is exceeded the customer shall by law be in default.
4. If the payment term is exceeded the customer shall be charged interest on the invoice amount that corresponds to the statutory interest. Parts of months shall be treated as complete months for the purposes of calculating this interest.
5. Ownership of the property and rights shall remain with Baars Anode and shall not be transferred to the customer until the day on which the principal sum, interest, costs and compensation in regard to all the products and services supplied have been paid.
6. All judicial and extrajudicial costs relating to the collection of the amounts owed and not paid in time by the customer shall be at the expense of the customer. These costs shall amount to at least 15 % of the sum owed.

Article 8 Price changes
1. Changes in the costs of services, materials and/or semi-manufactures needed for the order that occur after the order has been accepted may be charged to the customer.
2. Changes to the quoted or agreed price that Baars Anode is entitled or obliged to make on the grounds of statutory provisions, such as in respect of import duties, VAT, pay increases and such like, shall be permitted at any time.

Article 9 Delivery
1. Unless expressly agreed otherwise, delivery shall always be ex works. Delivery shall take place at the moment at which the items are offered at the agreed and/or usual place and time.
2. In the case of delivery of products carriage paid, the cheapest means of dispatch or transport shall always be employed unless agreed otherwise beforehand. In the case of dispatch in any other way, the additional costs shall be at the expense of the customer.
3. The customer shall be obliged to accept the items upon the first attempted delivery. If the customer does not comply with this, all costs that arise may be charged to the customer.

Article 10 Partial delivery
Every partial delivery, which shall also be taken to mean the delivery of parts of a composite order, may be charged to the customer.

Article 11 Delivery period
The delivery period shall be the period agreed between the parties. Baars Anode shall be entitled at all times to an additional delivery period of 30 days, beginning on the first day after expiry of the agreed delivery period. In the event that delivery is not in time, the buyer must give Baars Anode notice of default in writing.

Article 12 Default by the customer
1. If progress in the provision of services or supply of products is delayed as a result of default by the customer or by force majeure on the customer’s side, Baars Anode may charge the full agreed amount without prejudice to its right to further costs, loss and interest.
2. In the event of default by the customer, Baars Anode may invoke all associated legal consequences and all claims of Baars Anode on the customer shall be immediately payable in full.

Article 13 Force majeure
1. If a supplier of Baars Anode for whatsoever reason remains in default, despite reminders, in regard to supply or does not supply in time or supplies defective goods, as far as the customer is concerned this shall be force majeure for Baars Anode from the date of which the delivery period or additional delivery period referred to in article 13 has expired.
2. Every circumstance that is beyond the control of or is unforeseeable by the parties as a result of which fulfilment of the contract by Baars Anode can no longer reasonably be requested by the customer. Force majeure shall in any event be taken to mean strike or lockout, transport difficulties, insufficient supply of raw materials and/or fuels, fire, government measures including import and export bans, natural disasters, war, mobilization and quota restrictions.

Article 14 Termination by Baars Anode
1. The customer shall be deemed, without further notification, to be culpably neglectful if the customer fails to fulfil, fails to fulfil completely or does not fulfil in time one or more obligations in the contract or these terms and conditions; in the case of suspension of payments or bankruptcy of the customer.
2. In any of the cases in paragraph 1 Baars Anode shall be entitled, after a warning and/or judicial intervention, to suspend the contract wholly or in part or to dissolve the contract wholly or in part without being bound to pay any compensation.
3. In the case of suspension of payments or bankruptcy of the customer, Baars Anode shall be authorized to dissolve the contract without notice of default.

Article 15 Cancellation by the customer
If the customer cancels all or part of the order, the customer shall be obliged to reimburse Baars Anode for all the costs reasonably incurred for execution of the order. This shall be without prejudice to Baars Anode’s entitlement to compensation because of loss of profits and for the cost, losses and interest arising out of the cancellation.

Article 16 Complaints and grievances
1. The customer must inspect the items immediately after completion of the order. Baars Anode must be notified in writing of complaints about defects that are discovered or should reasonably have been discovered during the inspection within 8 days after completion of the order.
2. Baars Anode must be notified in writing of complaints about defects that are not discovered or should not reasonably have been discovered during the inspection as referred to in paragraph 1 within 14 days after these defects are reported to or could reasonably have become apparent to the customer.
3. Return shipments may only be sent to Baars Anode after prior notification and exclusively CARRIAGE PAID. A copy of the sales invoice must be enclosed and the goods must be clean, unused and undamaged.
4. Damage to and/or shortcomings of goods sent by Baars Anode can only be dealt with by us if such damage and/or shortcomings are noted on the consignment note upon arrival.
5. The complaints referred to in paragraphs 1,2 and 3 can in any event not be submitted later than 1 month after the date of the completion of the order.
6. Complaints as referred to in the previous paragraph shall only be possible in so far as the customer has not used, worked or processed the items supplied or had them available in some other way.
7. Baars Anode’s liability in relation to any agreed delivery shall be limited to the sum involved in the order.
8. Baars Anode is not liable for the consequences of errors in the order, information or materials given by the customer.

Article 17 Liability
In the event of delayed, faulty or improper delivery of or defects in the items supplied and/or the packaging, Baars Anode shall not be liable in any way for the loss caused as a result except in so far as there is intent or deliberate recklessness on the part of Baars Anode or a subordinate.

Article 18 Applicable law
The contract and all parts of the contract shall be governed by the law of the Netherlands.

Article 19 Competent court
All disputes between Baars Anode and the other party shall in the first instance be laid before the competent court in the district of Baars Anode unless Baars Anode, as claimant or applicant, selects the competent court of the residence or registered office of the other party.