Conditions of sale and delivery

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Microbac B.V.

Dorsvloerweg 435

2661 MN Bergschenhoek

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Definitions:

a) Client: A natural person or legal entity that requested an offer from or issued an assignment to Microbac B.V. or purchased goods.

b) Assignment: The consensus reached between Microbac B.V. and the Client with respect to the performance of the activities.

c) Location: The place where the assignment is performed.

Article 1: General

A. The applicability of the Client's general terms and conditions is expressly excluded, unless the parties have agreed otherwise in writing.

B. If Microbac B.V. concludes agreements with the Client more than once, the present Conditions will apply to all subsequent agreements, whether or not they are expressly declared applicable.

C. The Client will provide in time all information and documents required for the correct performance of the agreement.

D. Microbac B.V. has the right to engage third parties if it deems this necessary or desirable for correct performance of the agreement.

Article 2: Offers

A. Quotations made by Microbac B.V. in any form whatsoever do not bind Microbac B.V., but merely constitute an invitation to place an order.

B. All quotations provided by Microbac B.V. are revocable and may be changed without prior notification.

C. The offers made by Microbac B.V. are based on the analyses and data provided by the Client, unless expressly agreed otherwise. Microbac B.V. is allowed to assume the correctness of the information provided by the Client.

D. Drawings and other documents belonging to the offer or quotation are deemed to form an integral part thereof. They remain the property of Microbac B.V. at all times and may not be reproduced and third parties may not be allowed to inspect them without its approval. They must be returned at Microbac

B.V.'s first request. They are not charged to the Client if the party requesting the offer awards the assignment concerned to Microbac B.V. They will be charged to the Client on the basis of a reasonable production hourly wage in all other cases.

Article 3: Assignments

A. An agreement for the performance of an assignment is not concluded until after Microbac B.V. has provided the Client with an express, written acceptance.

B. The order confirmation by Microbac B.V. is deemed to represent the Agreement correctly and completely, unless the Client immediately objects to the same in writing.

C. Agreements concluded by intermediaries on behalf of Microbac B.V. are not concluded until after Microbac B.V. has provided the Client with written acceptance of the assignment.

D. The provisions of paragraphs A and B also apply with respect to additions and changes to agreements that were concluded previously.

Article 4: Prices

A. The stated and agreed prices are: 

1. Exclusive of turnover tax (VAT), import duties, other taxes, levies, charges and/or all other applicable payments, duties and levies that are levied in respect of the goods and/or the deliveries in a certain country;

2. Exclusive of the costs of packaging, loading and unloading, transport and insurance;

3. Indicated in euros;

4. Based on delivery from the company, warehouse or another storage area.

B. Taxes, levies and/or other charges that are levied in respect of the goods are for the account of the Buyer.

C. The agreed prices are based on the costs of materials, consumables, raw materials, parts, Ions, social security costs and suchlike and on the exchange rates, import duties, taxes, energy prices and suchlike, applicable on the day the agreement is concluded.

D. In the event the prices of the cost items referred to in paragraph C of this article increase after the date of the conclusion of the agreement and before the date of delivery of the goods and/or services ordered, Microbac B.V. will have the right to change the agreed price accordingly.

E. The seller has the right upon or after conclusion of the Agreement, but prior to further performance, to demand that the Buyer provides security that both the payment obligations and the other obligations will be met.

F. Payments must be made within 30 days after the date of the invoice sent by the Seller to the Buyer.

G. Payments can only be made by means of a transfer into the bank account indicated on the invoice.

H. All payments must be made without tax deduction and without setoff or application of a counterclaim.

Article 5: Delivery

A. Goods are delivered from Microbac B.V.’s warehouse, unless expressly indicated otherwise.

B. Any term agreed or stated with respect to the completion of certain activities or the delivery of certain goods will never constitute a strict deadline. In the event a term is exceeded, the counterparty will be obliged, therefore, to give the other party written notice of default in this connection. A reasonable term must be granted in this connection to perform the agreement as yet.

C. The goods are for the Client's risk and account from the moment they leave Microbac B.V.’s warehouse. All transport and insurance costs are therefore for the Client’s account. The goods remain for the Client’s account and risk also in the event it was agreed otherwise with respect to the transport and the transport costs.

D. Delivery and completion times are followed as closely as possible by Microbac B.V., but are determined merely by approximation.

E. A possible exceeding of the agreed delivery or completion time can only be reason for the Client to evade the purchase obligation or to have the agreement dissolved or to claim compensation in connection with late delivery, if such was agreed expressly between the parties.

F. An assignment is deemed to have been completed when:

i. Microbac B.V. has notified the Client that the work has been completed in writing or orally;

ii. the Client has put the location into operation in whole or in part.

G. In the event the Client refuses to accept the offered goods, Microbac B.V. will have the right to store them elsewhere, such for the account and risk of the Client.

H. In the event the goods offered are refused and in the event the activities performed are not approved, Microbac B.V. will have the right to dissolve the agreement or have it dissolved, without judicial intervention and after having sent the Client a written demand by registered letter to proceed with

acceptance of the goods or approval of the activities as yet, such without prejudice to the entitlement to payment for the goods refused or already delivered and the activities already performed, as well as compensation of the damage arising from this refusal and pursuant to the future performances to be delivered as yet on the basis of the agreement to be dissolved.

I. In case of a change to the assignment on the part of the Client following confirmation by Microbac B.V., the delivery times will be deemed to have been changed accordingly.

J. Microbac B.V. has the right, but is not obliged to insure the goods purchased on behalf and for the account of the Client.

K. Ownership of the goods does not pass to the Client and full legal and beneficial ownership is reserved by Microbac B.V., unless and until the Client has received full payment concerning the goods, including all secondary costs, such as interest, charges, costs etcetera. In case of termination of the basis of

these Conditions, Microbac B.V. will have the right to demand that the unpaid goods are delivered back immediately based on its retention of title, without prejudice to all other rights.

L. If third parties levy an attachment against the products covered by the retention of title or wish to create or enforce rights in respect thereof, the Client will be obliged to notify Microbac B.V. thereof as soon as possible.

M. The Buyer is obliged to insure the goods subject to retention of title against fire, explosion and water damage as well as against theft, and allow the Seller to inspect the policies of these insurances upon first demand.

N. Microbac B.V. has the right at all times to remove the goods delivered subject to retention of title from the Client or its holders, if the Client fails to comply with its obligations towards Microbac B.V. In this connection, the Client will cooperate fully and grant access at Microbac B.V.’s first demand.

O. Costs relating to taking back goods are for the account of the Client.

Article 6: Payment

A. The following may be agreed as payment conditions:

i. Advance payment:

Before the goods and/or services ordered are ordered or purchased from third parties by Microbac B.V., the Client will be obliged to pay 50% or a percentage of the invoice to be determined further. The remainder of the invoice must be paid prior to delivery of the goods.

ii. Partial payment:

The Client will pay 25% or a percentage of the invoice amount to be determined further following conclusion of the assignment. The remainder must be paid in instalments to be determined further.

iii. Payment before delivery:

The amount owed by the Client must be received by Microbac B.V. prior to deliver of the goods.

iv. Payment following delivery:

In the event the provisions of this article were not implemented or delivery took place without or with only partial payment, the Client will be obliged to pay the amount due as yet within thirty days after the invoice date and such without deduction or discount, unless a different payment term or different

payment obligations were agreed expressly.

B. Irrespective of the provisions of paragraph A of this article, Microbac B.V. has the right to demand a bank guarantee equal to the sum due or a different form of security for payment from the Client.

C. In case of late payment, all payment discounts that may have been agreed between the parties will lapse and the Client will be in default by operation of law and Microbac B.V. will have the right, without requiring any notice of default, to charge to the Client interest amounting to 1.5% per month as from

the date of default or, if this amount is higher, the promissory note discount rate applied by the Dutch Central Bank at that time to be increased by 2%, all of the above increased by any VAT due. A part of a month is considered equivalent to a full month.

D. In the event the Client fails to comply with its payment obligations, Microbac B.V. will also have the right to suspend the other deliveries or services still to be provided, such for the Client’s account, without prejudice to Microbac B.V.’s right to compensation of the damage that arises as a result.

E. All extrajudicial costs caused as a result of late payment are for the Client’s account. The costs are calculated in accordance with the debt collection rate of the Netherlands Bar Association, subject to a minimum of €454.55 per case, which will be increased by any VAT and disbursements due.

F. In case of a dispute concerning the invoice amount or a dispute concerning the quality and/or performance of the goods/services delivered, the Client will be obliged at Microbac B.V.’s first request to deposit the invoice amount due, while reserving all rights, with a bank to be designated by Microbac

B.V. for the benefit of Microbac B.V.

G. The increases referred to in paragraphs C and E of this article are exclusively intended as compensation of losses due to delay.

Article 7: Suspension/dissolution

A. If the Client fails to comply with its obligation towards Microbac B.V. or in the event Microbac B.V. has reasonable doubts concerning the Client’s compliance with its obligations towards Microbac B.V., Microbac B.V. will have the right to suspend the agreement until the Client has provided certainty that the Agreement will be performed.

B. Microbac B.V. has the right to dissolve the agreement without judicial intervention and to demand that all goods delivered and unpaid be returned and to take them back if:

• the Client or another party applies for the Client’s bankruptcy;

• the Client becomes insolvent;

• the Client is no longer able to pay its outstanding debts;

• an administrator, insolvency practitioner or manager is appointed with respect to the assets of the Client;

• the Client enters into a composition or assigns rights for the benefit of its creditors.

C. The Client hereby authorises Microbac B.V. irrevocably to enter all buildings and sites where the goods are or could be located.

Article 8: Intellectual property rights

A. In the event goods that were created in the preparation or performance of the agreement by or on behalf of Microbac B.V. are encumbered with intellectual or industrial property rights pursuant to the law, such rights will be vested in Microbac B.V. in full.

Article 9: Liability

A. In the event Microbac B.V. is liable, such liability will be limited to matters regulated in this provision.

B. In the event Microbac B.V. uses products/materials and/or documents, instructions and/or designs provided/delivered by the Client in the performance of its activities, liability will always be excluded if the damage is (also) the consequence of the use thereof.

C. Announcements by or on behalf of Microbac B.V. made with respect to the quality, composition and characteristics of the products/goods sold, as well as all technical advice, are made entirely without obligations and to the best of Microbac B.V.’s knowledge and efforts, as well as in accordance with the

latest state of the art, without any liability. The products/goods sold and delivered by Microbac B.V. and the claims of the Client added to them are used by the Client entirely for the account and risk of the Client. Microbac B.V. is never responsible and/or liable in this connection. The Client will carry out the

necessary tests itself in order to assess whether the products and goods are suitable for the purpose and use intended by the Client.

D. Microbac B.V. is not responsible for the products/goods’ compliance with certain technical requirements and/or standards as provided for in specific laws or provisions, unless this was agreed expressly

between the parties.

E. Microbac B.V. is only liable for direct losses.

F. Direct losses are defined exclusively as:

a. the reasonable costs to determine the cause and the scope of the damage, to the extent that the determination is related to damage within the meaning of these Conditions;

b. any reasonable costs incurred to have Microbac B.V.’s defective performance comply with the agreement, insofar as these costs can be attributed to Microbac B.V.;

c. reasonable costs incurred in order to prevent or limit damage, to the extent that the Client demonstrates that these costs resulted in limitation of the direct damage within the meaning of these Conditions.

G. Microbac B.V. is never liable for indirect losses, including consequential losses, lost profit, missed savings and losses resulting from business or other forms of interruption. In case of a consumer purchase, this provision does not extend beyond what is permitted pursuant to Article 7:24 paragraph 2

of the Dutch Civil Code.

H. In the event Microbac B.V. is liable for any form of damage, such liability on the part of Microbac B.V. will be limited to at most three times the invoice value of the order or, at any rate, to that part of the order to which the liability relates.

I. Microbac B.V.’s liability is limited in any event to the amount that is paid by its insurer in relevant cases.

J. Microbac B.V. will never be liable for damage resulting from (the use of) the products/goods if the Client made changes to the products/goods or their composition.

K. The provisions concerning liability included in this article do not apply if the damage is attributable to the intent or gross negligence of Microbac B.V. or its supervisor/subordinates.

Article 10: Complaints

A. Complaints caused by or relating to activities carried out or goods delivered by or on behalf of Microbac B.V., must be submitted to Microbac B.V. by means of a registered letter, subject to forfeiture or all rights and powers available to the Client on the basis of the defectiveness, and if it concerns visible defects within eight days after the provision of the services or the delivery of the goods, and if it concerns invisible defects within eight days after the defect could reasonably have been discovered, such at most three months after the performance of the services or the delivery of  the goods.

Article 11: Force majeure and dissolution

A. In the event Microbac B.V. is prevented from performing the agreement or its performance is rendered more costly or onerous as a result of force majeure or performance of the agreement can no longer be reasonably expected of Microbac B.V., Microbac B.V. will have the right without further notification to cease or suspend the performance of the agreement in whole or in part or to dissolve the agreement, without Microbac B.V. being obliged to perform the agreement, to pay any compensation or comply with any other financial arrangement.

B. Force majeure within the meaning of the previous paragraph includes: war, revolution, floods, storms, fires, industrial action, sabotage, machinery breakdown, devaluation and revaluation, government measures as well as sudden increases of import duties and/or excise duties and/or fees and/or

failures to comply with obligations on the part of Microbac B.V.’ suppliers.

C. Full or partial dissolution takes place by means of a written declaration of the party so authorised. Before the Client addresses a written declaration of dissolution to Microbac B.V., it will at all times first give Microbac B.V. written notice of default and award it a reasonable term to comply with its

obligations as yet or remedy the shortcomings, which shortcomings must be reported accurately by the Client in writing.

Article 12: Risk transfer

A. The risk of loss, damage or decrease in value transfers to the Client at the moment the goods are actually brought under the control of the Client.

Article 13: Indemnification

A. The Client indemnifies Microbac B.V. against any claims from third parties that sustain damage in connection with the performance of the agreement.

B. In the event Microbac B.V. is held liable by third parties on that basis, the Client will be obliged to assist Microbac B.V. both in and out of court and to immediately do all that may be expected of it in such cases. If the Client fails to implement adequate measures, Microbac B.V. will have the right to implement these itself without giving notice of default. All costs and damage on the part of Microbac B.V. and third parties that arise as a result thereof will be fully for the account and risk of Microbac B.V.

C. In the event the Client uses/applies/processes/resells to third parties products/goods sold and delivered by Microbac B.V. for purposes for which admission/approval is required pursuant to the law, including but not limited to the Plant Protection Products and Biocides Act, it will be the Client’s responsibility to apply for and obtain the required approval/admission. The Client will be liable for the consequences if it fails to do so.

D. Microbac B.V. is not liable for the consequences that have arisen or that will arise if the Client did not apply for and obtain the required admission/approval.

E. The Client indemnifies Microbac B.V. against all claims that arise from the failure to comply with the obligations as set out above under C and D.

Article 14: Applicable law / disputes

A. All agreements to be concluded by and with Microbac B.V. are governed by Dutch law.

B. If any provision of these Conditions is void or declared void, the remaining provisions will remain fully in force. The provision that is void or voidable will be replaced with a valid provision which corresponds to the purport of the invalid provision as much as possible.

C. All disputes arising from the agreement concluded by and/or with Microbac B.V. will be submitted to and settled by the competent court in Rotterdam, but with due observance of the statutory rules concerning the territorial jurisdiction of the Court.