General Terms and Conditions of Sale of Canlab B.V.
Clause 1: Scope of Application
1.1 These General Terms and Conditions of Sales shall apply to all agreements and/or quotations under which Canlab B.V., hereinafter referred to as ‘Canlab’, sells and/or offers goods.
1.2 Canlab expressly rejects the applicability of any terms and conditions of purchase or any other conditions that deviate from these General Terms and Conditions of Sales. If the buyer makes a reference to its own terms and conditions at the time of his acceptance – with or without stipulating a rejection of these General Terms and Conditions of Sales – due to which such terms and conditions would become applicable, Canlab shall not be bound by the same unless Canlab expressly accepts the same in writing.
1.3 If any provision of these conditions is, or is likely to become, invalid, the remaining provisions of these General Sales Conditions shall nevertheless continue in force. Furthermore, such an unenforceable clause shall be changed to a valid clause that shall have the same effect to the extent possible.
Clause 2: Offers Quotations of Canlab shall be non-binding
2.1 Unless otherwise stated, a quotation issued by Canlab shall have a validity period of a maximum of 30 days and if it has not been accepted, shall lapse after the expiry of this period.
Clause 3: Formation of Contract
3. The agreement shall only become irrevocable from the date on which Canlab sends an order confirmation in writing. These General Sales Conditions shall however come into force immediately after the quotation of Canlab is accepted. This shall be regardless of any changes made during/after the quotation process.
Clause 4: Prices
4.1 The prices quoted in the order confirmation shall be decisive, and in the case of call contracts, Canlab shall have the right to charge the customer interim increases in the price of raw materials, production costs, etc. for example.
4.2 Unless otherwise stated, all prices shall be exclusive of VAT and other taxes and levies payable with regard to the sale and delivery of the goods.
4.3 Unless otherwise agreed, all prices are exclusive of transportation costs from the place of manufacture.
Clause 5: Execution
5.1 Canlab reserves the right to place its name, trademark and/or manufacturer’s code on the goods to be delivered.
5.2 Unless expressly agreed otherwise, Canlab shall have the right to deliver up to 10% more or less than the agreed quantity. The purchase price shall be
proportionately increased or reduced accordingly.
5.3 Even if sales take place on the basis of samples or trials, the delivered goods shall nevertheless be deemed to be in conformity with the agreement, in case there are defects, variations or differences in execution that are inherent in normal manufacturing, irrespective of whether these occur within the same delivery or over various deliveries. The same shall apply to colour differences and – shades.
5.4 Without prejudice to the provisions of Clause 5.3, the goods shall always be deemed to be in conformity with the agreement, if externally observable
properties, such as size, printing, colour, etc., correspond to samples approved by the buyer and/or during trials.
Clause 6: Packaging
6.1 For each type of product, a packaging, to be determined by Canlab, shall be included in the price, without prejudice to the right of Canlab to charge deposit money.
6.2 Packaging material shall remain the property of Canlab and should be returned as soon as possible.
6.3 Clause 6.2 shall not apply to disposable packaging such as shrink film. Canlab shall not be bound to take back such material.
Clause 7: Force majeure
7.1 If Canlab is wholly or partially, permanently or temporarily hindered in performing the contract due to force majeure, a non-exhaustive description of which shall be found in Clause 7.3, Canlab shall have the right to either:
A terminate the contract with immediate effect (in whole or in part) without judicial intervention, through a written notification to the buyer, in respect of
the part of the agreement that cannot be performed (and with regard to the part performed, the terms agreed by the parties shall continue to apply in full to that part);
B the fulfilment of obligations that cannot be fulfilled may be suspended as long as the impediment continues, by means of a written notification sent to the buyer.
7.2 Even after suspension, Canlab shall continue to have the right to terminate the agreement in whole or in part on the grounds of this force majeure clause.
7.3 Force majeure shall mean and include the following, among other things: war, martial law, riots, sabotage, natural disasters, governmental measures, fire, lock-outs, strikes, lack of auxiliary and raw materials, labour shortages, breakdown in the supply of energy and/or water, traffic disturbances, breakage of machinery and/or tools, failure in the printing or colour application that makes reprinting necessary, unforeseen difficulties in the creation of stamps, and similar contingencies, as well as the failure of third parties to fulfil their obligations towards Canlab on any grounds whatsoever, without Canlab having to prove the effect of the above on its business operations.
7.4 Canlab shall not be liable for any direct and/or indirect (consequential) damages that may occur under the present Clause, for example, due to delay in delivery and/or incomplete delivery. Furthermore, the purchasing party shall not be relieved of its partial payment obligation if Canlab has only been able to fulfil its obligations partially.
Clause 8: Delivery
8.1 In case no date of delivery is agreed, the buyer shall be bound to accept delivery, or provide Canlab with the opportunity to deliver the goods within one month after written notice of the seller that the goods are ready for collection.
8.2 Canlab shall have the right to make partial deliveries. The buyer shall then always be liable to pay a proportional part of the purchase price. Unless otherwise agreed, the buyer shall be bound to accept all the goods within a maximum of six months after the agreement comes into force. If this term is exceeded, Canlab shall have the right to charge storage costs. These storage costs amount to at least 1% per month of the net invoice amount. This does not prejudice the right to demand acceptance of delivery.
8.3 Unless expressly agreed otherwise, the goods shall be delivered from and by a factory of Canlab, designated by Canlab, or “EXW” (= ex works within the meaning of the Incoterms 1990 as may be applicable).
8.4 Canlab shall have the right to deliver the goods at a place other than as specified in Clause 8.3, on payment of higher transport costs if any by the buyer, except in the case of force majeure.
8.5 Goods sold “ex-factory” shall always be transported at the expense and risk of the buyer, from the premises of Canlab. In this connection, the buyer shall always be regarded as a transporter, without prejudice to any provisions to the contrary between the seller and third parties.
8.6 Canlab shall not be liable for exceeding the period for delivery. This applies to direct as well as indirect (consequential) damages and additional costs if any.
Clause 9: Right of retention of title
1. Canlab shall retain ownership of goods delivered and to be delivered to the buyer, until the buyer fully complies with all its obligations under agreements with Canlab in accordance with Section 92 of Book 3 of the Civil Code.
Clause 10: Payment
10.1 The place of payment shall be the office of Canlab. The buyer shall have the right to pay by crediting or deposit into a bank and/or giro account to be
designated by Canlab.
10.2 Unless otherwise agreed, the buyer should pay invoices within 30 days of their date, failing which the buyer shall be deemed to be in default immediately and without further notice, and shall be liable to pay statutory interest and additional (collection) costs. This shall however not prejudice the other rights of Canlab (such as (extrajudicial) termination of the contract).
10.3 The buyer shall never have the right of set off.
10.4 In case of delivery on call by the buyer, Canlab shall have the right to invoice the Buyer for the difference between the already invoiced amounts and the total purchase price, nine months after the agreement comes into force, plus the storage and/or handling charges for any goods already (partially or fully) manufactured, which have not been called by the buyer. The buyer shall in such case, irrespective of whether or not the buyer purchases the goods, be liable to fulfil his financial obligations within the payment period laid down by Canlab.
10.5 In case of delivery on call by the buyer, Canlab shall further have the right to destroy goods that have already been (partially or fully) manufactured, but that have not been called/accepted, two years after the contract has been entered into, or to use the same for purposes other than delivery to the buyer. This shall however, not release the purchaser from his obligation to pay the entire purchase price together with all the costs incurred by Canlab, along with the uninvoiced storage and/or handling charges immediately, on the first written request to pay.
10.6 Canlab shall have the right at all times, even in deviation from the contract, to demand payment or security for the same, before the agreement is executed.
Clause 11: Defective delivery/product liability
11.1 In case of defective delivery, the buyer’s right to claim damage compensation and/or restitution shall lapse.
A If the damage is not notified to Canlab within three months of delivery, and within one month after processing.
B If the buyer could have prevented the damages by exercising reasonable care as could have been demanded of him.
11.2 The total damage compensation shall never exceed the invoice value of the goods that are found to be defective. Canlab shall never be liable for indirect (consequential) damages
Clause 12: Advertising
12.1 The buyer must notify Canlab in writing within one month after delivery, of any complaints on the grounds that the goods delivered do not correspond to the terms of the contract. If this period is exceeded, Canlab shall no longer be liable. The buyer shall, if so requested, immediately provide Canlab with all the information it desires, which may reasonably be relevant to the determination of liability and the (extent of) the damage, failing which the buyer shall forfeit all claims to damage compensation.
12.2 All rights to damage compensation – whether or not submitted within the required time and in writing, as stated in these General Conditions – shall lapse one year after the delivery of the goods in question, if Canlab is not summoned to appear before the competent court within that period.
Clause 13: Non-fulfilment by the buyer
13.1 The buyer shall immediately and without the need for any formality (notice of default), be deemed to be in default if he fails to pay on time in accordance with the rules/payment terms laid down in Clause 10.
13.2 In case the buyer defaults, the entire purchase price shall be payable in full at once, even in respect of goods that have not yet been delivered.
13.3 In case of default, the buyer shall be liable to pay further damages including all the costs of extrajudicial claims. Such costs shall amount to at least 15% of the invoice amount. In addition, statutory interest shall also be payable from the day on which the buyer is in default.
13.4 If the buyer still pays, Canlab shall have the right to first deduct the costs and interest on the principal amount.
13.5 If the buyer is in default, Canlab shall have the right to suspend the fulfilment of its obligations until the buyer has paid the entire purchase price, or has furnished security for the same, at the option of Canlab.
13.6 In addition, Canlab shall have the right to terminate the agreement by issuing a written notice to the buyer, even if Canlab had initially suspended the performance of its obligations. This shall not prejudice the right of Canlab to claim full compensation for all damages together with statutory interest.
Clause 14: Recommendations
14.1 Recommendations are made by Canlab in good faith. Any liability for example the content, accuracy, or completeness thereof is excluded.
Clause 15: Intellectual and industrial property rights
15.1 The buyer indemnifies Canlab against claims of third parties for infringement of copyright, patent and/or trademark rights, or any other rights of industrial and/or intellectual property rights of third parties.
15.2 Rights on designs and drawings whether or not made in collaboration with the buyer in whole or in part, by or on behalf of Canlab, belong to, and shall remain with, Canlab. The buyer is bound to respect these rights and to immediately notify Canlab of infringement.
Clause 16: Means of production
16.1 The production resources such as forms, stamps, moulds, films, plates, etc. that were manufactured in connection with the goods delivered to the purchaser, shall remain the property of Canlab, even if the same have wholly or partially been charged to the buyer.
Clause 17: Applicable law and competent court
17.1 All agreements and issues relating to the formation of the same shall be governed by the law of The Netherlands.
17.2 Disputes may/will be exclusively settled by the competent court in the district where Canlab has its Registered Office.