GENERAL TERMS AND CONDITIONS OF ROTEC COMPOSITE GROUP B.V.
1.1 These general terms and conditions apply to all legal relations between Rotec Composite Group B.V. (hereafter referred to as "R.C.G.") and the opposite party (hereafter re-ferred to as "the purchaser"), except for general terms and conditions that may be exercised by the purchaser, and apply on behalf of directors and employees of R.C.G.
1.2 These general terms and conditions have been filed with the Kamer van Koophandel en Fabrieken (the Chamber of Commerce) in Lelystad.
2. Offer and Intellectual Property
2.1 Every offer of R.C.G. is made without obligation and is based on implementation under normal circumstances and during normal working hours.
2.2 All drawings, diagrams, models, etc, produced by R.C.G. remain the property of R.C.G. in perpetuity and may not be wholly or partially copied or shown to third parties without written permission from R.C.G.
3.1 Prices are ex-factory, exclusive of packaging and sales tax charges.
4. Settlement and costs
4.1 The purchaser may not, in any case, appeal to R.C.G. for an adjustment or reduction of the charges.
4.2 All legal and non-legal collection expenses incurred by R.C.G. due to the failure of the purchaser to meet his or her payment obligations will be charged to the purchaser.
5. Ownership and assurance
5.1 All delivered products and products to be delivered remain the property of R.C.G as long as the purchaser has not fully met his payment obligations arising from any agreement concerning R.C.G.
5.2 If the purchaser establishes a new business making use, in whole or in part, of products as described in 5.1, R.C.G. considers itself to be a party to this business and owner of such products until such time as all obligations as stated in 5.1 have been met.
5.3 The purchaser has no authority to encumber or transfer the products except as is customary in the normal course of business operations.
6.1 R.C.G. warrants the absence of defects in products it supplies, during the period which R.C.G. will disclose on request, beginning on the day of delivery, including in particular consideration of 7.1.
6.2 Concerning products or parts of products from third parties, R.C.G. extends to the purchaser no additional guarantee beyond that provided by the supplier in question.
6.3 The purchaser has no recourse with respect to R.C.G. after he has extended use of the delivered products or parts of products to third parties, modified or manipulated the products (or parts) or when the purchaser has used the products (or parts) in any manner other than that described in the user's instructions or when the purchaser has failed to fulfil any other obligation with respect to R.C.G.
7.1 A complaint should be immediately submitted in writing after the discovery of any defect, with the understanding that, if it concerns a defect observable on the exterior, the complaint must occur within eight (8) days of delivery.
7.2 If a complaint is found to have merit, R.C.G will repair or replace the product or parts thereof or provide reimbursement, at R.C.G.'s choice The replaced parts are the property of R.C.G. Reimbursement can only be provided for products whose expiration date has not yet been reached at the time they are returned.
7.3 Minor discrepancies do not constitute grounds for complaint on the part of the purchaser, nor are they grounds for claims of damage or cancellation of the order.
8.1 Products delivered by R.C.G may only be returned following written permission of R.C.G. and under conditions specified by R.C.G.
8.2 Purchaser assumes the costs of return, except in the case that the product has been deemed defective as specified in 6.1.
9.1 R.C.G.'s liability, including extra-contractual liability, is limited to an amount of two times the net value of the in-voice of goods not delivered, not delivered on time, or found to be defective.
9.2 In the case that the limitation of liability as stated in 9.1 or an appeal based on such limitation of liability is not ac-cepted by a judge, then the liability of the seller is limited to liability for damage to the property of the purchaser and bodily injury.
9.3 R.C.G. is in no way liable for harm to the business, including lost sales, reduced profits, and harm to goodwill, or for any other form of indirect damage.
9.4 R.C.G is not liable for damage related to or caused by products supplied to the purchaser by R.C.G. but not pro-duced by R.C.G.
9.5 The liability of R.C.G. for damage arising from or associated with the order is still limited to the amount of coverage extended by R.C.G.'s liability insurance for the incident in question.
10. Applicable law and authorised judge
10.1 For all legal relations between R.C.G. and the purchaser, Dutch law applies, except for matters where the Vienna Convention on Contract for International Sale of Goods may apply. The authorised judge in Lelystad has exclusive jurisdiction in all matters concerning differences that may arise as a result of any agreements or implementation of agreements between R.C.G. and the purchaser, as well as all differences concerning these terms and conditions.