Validity With the exception of other conditions of delivery and/or purchase, these conditions form an integral part of the offer and/or proposal and/or agreement as if they had actually been included therein, unless otherwise expressly deviated from in writing. Referral by the buyer to his own general conditions shall not affect the agreement unless the buyer expressly rejects our conditions prior to entering into an agreement, whereupon no agreement shall be effected until such time as the matter has been resolved. In other cases, any of the buyer's general conditions and other provisions printed on the buyer's documents shall hereby be declared not applicable.
Offer All our offers, proposals and price lists are made and provided without obligation. In particular, the issuing of price lists, advertising material and other publications shall not bind us to deliver. All information issued by us which relates to the use of additives in food and other products is done so with reservation.
Delivery Orders are accepted after a written confirmation is sent to the buyer. All deliveries are made ex works (Incoterms) unless otherwise expressly agreed. The latest Incoterms shall always apply to our deliveries. Our delivery periods shall at no time be considered definitive, unless otherwise expressly agreed. If the agreed delivery period is not adhered to, Buteressence shall first of all be given written notice of default and shall be given at least 14 days to deliver. The delivery period shall be extended by the period during which we were prevented from performing the contract as a result of force majeure. If for any reason whatsoever the buyer is unable to receive the goods at the time agreed and these goods are ready for delivery or dispatch, we shall, at the buyer's request, and provided our storage facilities so allow, secure and take all reasonable measures to prevent deterioration of the quality of the goods until they are delivered. The buyer shall be required to reimburse us for storage costs.
Title and risk We shall retain title to all goods delivered by us until they have been paid for in full, if necessary increased by interest and costs. Goods delivered but not yet paid for but also goods which have already been paid for shall serve to meet our commitments up to the total amount of those commitments. With due observance of the foregoing, the goods shall be for risk and account of the buyer as from the time of delivery.
Prices The purchase price for the goods delivered does not include excise duties and value added tax. Orders made on the basis of a price list shall be effected at the prices valid upon delivery.
Payment Payment should be effected within 30 days of the invoice date unless otherwise expressly agreed. Each amount received shall be considered to meet the outstanding invoice amount which first falls due. The buyer shall not be authorised to make deductions from this amount for any discount, incurred costs, counterclaim or otherwise. Any objections the buyer has against the invoice should be communicated to us in writing within 8 days of the date of the invoice. Once this period has expired, the invoice shall be considered to have been accepted in full by the buyer. If the buyer fails to pay an invoice within the agreed payment period and fails to act upon a notice of default with a term of 14 days, the buyer shall upon expiry of this term be liable to pay interest on this amount equal to the ruling rate for promissory notes plus 3% and any interest surcharge imposed by one or more Dutch merchant banks. Furthermore, without any recourse to the courts being necessary or any written statement being required, the seller may cancel all or part of the agreement, reclaim the goods and/or request damages. All collection charges shall be for account of the buyer. The extrajudicial collection charges owing after the first warning has been issued shall be considered to be at least 15% of the amount being claimed. If an order is delivered in parts, we shall be authorised to charge the buyer for the part orders made. If the buyer is in default as mentioned above, all amounts owed to us shall be payable with immediate effect.
Disputes and jurisdiction All disputes related to the realisation, interpretation or execution of the delivery as well as any other dispute related to or connected with the delivery shall be referred to the judgement of the competent court at Amsterdam to the exclusion of all other judicial bodies. All disputes arising from the agreement or related to the interpretation of the contents of the agreement shall be subject to the laws of the Netherlands.
Claims Upon receipt, the buyer shall ensure that the goods have been delivered in accordance with his order. Claims shall be submitted within 8 days of receipt of the goods and shall be confirmed in writing within this period. We reserve the right to take our own sample of the goods for claims made within the claim period.
Guarantee and liability We guarantee that the goods delivered under the terms of the agreement meet the specifications stipulated in the product information which was valid upon conclusion of the agreement. We undertake to deliver the goods to the buyer in accordance with the type, quality and quantity agreed. On the basis of our guarantee, we are liable only for faults detected within the claim period which were a direct result of an act on our part. Not included under our guarantee are faults which arise after delivery as a result of misuse, incorrect handling, incorrect transport and/or storage and similar causes. We shall not be liable to the buyer for any damages whatsoever outside our guarantee obligation. Liability for consequential loss is expressly excluded. In any case we shall only be liable to repair or have third parties repair goods free of charge and/or to replace the goods delivered. To this end, the buyer shall send the goods carriage paid to us or to a place designated by us. The legal relations between parties on the basis of the guarantee shall be governed by these general conditions.
