GENERAL CONDITIONS OF SALE AND DELIVERY

DEFINITIONS

1. VPS means VPS International B.V., with its registered office in Zevenaar, Chamber of Commerce number 09082727.

APPLICABILITY

1. These General Conditions apply to all offers, quotations, orders and order confirmations from VPS. Any deviation from these Conditions can only apply if explicitly accepted by VPS in writing.

ORDERS

1. All offers and quotations by VPS are non-binding and will only become final upon written order confirmation by VPS.
2. VPS reserves the right to refuse any order placed by customer.
3. Orders may only be cancelled by the customer upon written consent by VPS.
4. Any requests for changes must be submitted in writing and are only valid upon written confirmation by VPS.

PRICES 

1. Unless otherwise stated, all prices are exclusive of VAT or similar and other governmental levies.

DELIVERY

1. After receipt of the order and any applicable prepayment, VPS will communicate an Estimate Date of Shipment and an Estimated Date of Arrival.
2. These dates are Best Estimates. Failure to comply will not entitle the customer to cancel the order, to suspend any of its obligations and/or to any compensation of damages, losses or costs resulting from the delay.
3. The risk of loss or damage to the products delivered by VPS shall pass to the customer in accordance with the latest Incoterms.
4. Products may be delivered in multiple shipments.
5. If the products are to be picked up at a site of VPS by or on behalf of the customer, the customer is responsible for adequate transportation.
6. Costs may be charged if the customer does not meet the agreed pick-up time.
7. VPS does not accept any returns of the delivered products. Only in exceptional cases, which will be assessed by VPS on a case-by-case basis, and only with the prior consent of VPS, products can be returned.

CUSTOMER WARRANTIES

1. Customer hereby confirms that Customer and/or its Ultimate Beneficiary Owner (UBO) is not listed on any sanctions and/or trade limitations issued, without limitation, by the European Union or the United States of America’s Office of Foreign Asset Control.
2. Customer will immediately notify VPS of any change in this situation.
3. Customer undertakes to take all necessary steps to fully comply with any sanctions and/or trade limitations. Customer will not take any action that will cause VPS to violate any sanctions and/or trade limitations.

PAYMENT TERMS

1. Unless explicitly agreed otherwise in writing, all payments by Customer to VPS shall take place in accordance with the payment options set out in the order confirmation.
2. Any payment term on an Order or set out in these Conditions is a deadline for which non-observance constitutes a default. Once such payment term has expired without Customer having made the required payment in full, Customer shall be immediately in default without warning or notice of default being required.
3. If the payment term has been exceeded, statutory interest for commercial transactions (within the meaning of 6:119a Dutch Civil Code) shall be due, compounded monthly, for the remainder of the amount Customer owes, from the first day after the payment term has expired until the date of payment in full.
4. All judicial and extrajudicial costs VPS incurs in relation to collecting the remaining amounts Customer owes to VPS, including costs for legal representation, shall be for Customer’s account.
5. Unless otherwise agreed in writing, any complaint with regard to an Invoice or required Prepayment has to be sent in writing within ten Business Days after the Invoice date, after which Customer is deemed to have accepted the invoice or required Prepayment. Thereafter, any right from Customer to dispute that Invoice or required Prepayment shall have lapsed, and VPS will no longer consider any complaints about such Invoice or Prepayment.
6. All bank charges are to be borne by the customer.

THIRD-PARTY PAYMENTS

1. Customer is obliged to make any payments to VPS itself. Third-Party Payments are not permitted unless VPS has granted its prior written consent.
2. Customer may seek consent from VPS for a Third-Party Payment by sending VPS a substantiated and, where relevant, evidenced request to that end, in form and substance satisfactory to VPS, which outlines the rationale for the proposed Third-Party Payment.
3. Where VPS did not provide its prior consent to a Third-Party Payment, the payment does not constitute payment in discharge of the Customer. If VPS does not receive a request for consent, or when it does not provide its consent, VPS will request repayment with its account bank. Repayment is subject to the account bank’s policies such as its Money Laundering and Terrorist Financing policies.
4. DISSOLUTION
5. VPS reserves the right to dissolve the agreement without prior notice if the customer does not comply with any of the obligations mentioned in this document.

RETENTION OF TITLE

1. VPS retains title to all Products delivered to Customer until the date on which the purchase price for all Products delivered to Customer under any Order is paid in full, including interest and costs if any are due.
2. For as long as VPS retains title to a Product, Customer may not dispose of this Product or create any restricted right on it, other than in the normal course of its business. Customer is obliged to agree a similar retention of title clause with the buyers of the Products.
3. The customer party commits itself to keep unpaid goods to which this retention of title applies clearly separated and properly identified.

FORCE MAJEURE

1. Under this contract “force majeure” means: any circumstance which is independent of the will of the parties, as a result of which performance of the contract cannot reasonably be required of VPS, whether temporarily or permanently. Force majeure shall in any event include: (civil) war and the threat of (civil) war, natural disasters, strikes, transport problems, fire, lack of raw materials, government measures by any government whether in the Netherlands or elsewhere, in any event including import and export prohibitions and breakdowns at VPS or at suppliers of VPS, as well as non-performance or force majeure on the part of suppliers as a result of which VPS is not or no longer able to meet its obligations to the Customer.
2. In the event of force majeure, VPS is entitled to terminate the contract, or suspend performance of the contract until the circumstance that causes the force majeure has ceased to exist, and the Customer shall not be entitled to any compensation or damages for any such loss or damage.
3. VPS is entitled to require payment for any acts carried out in connection with execution of the contract prior to the force majeure having occurred.

LIABILITY

1. No warranty or representation is made, whether express or implied, as to the use, sufficiency, merchantability, or fitness for any purpose whatsoever of the goods supplied, unless explicitly stated so in writing by Seller.
2. Information given by Seller on the quality, composition or application purposes shall only be construed as a warranty if explicitly stated in the form of a warranty in the sales agreement.
3. Purchaser shall hold harmless and indemnify Seller for and against any claims for damages, whether from tort or otherwise, resulting from the use or sale by purchaser of the goods supplied, unless such damages are the direct result of a breach of an explicit written warranty given by Seller, except in case of gross negligence or willful misconduct on the part of Seller.
4. Seller’s liability shall not exceed the net sale price of the goods concerned.
5. In no event shall Seller’s liability include indirect or consequential damages.

COMPLAINTS

1. Customer is obliged to immediately upon delivery inspect the products and the packaging for defects, shortcomings, and/or deviations. Customer must file any complaint regarding the Products and/or packaging in writing within 7 days after delivery.
2. The customer must give VPS the opportunity to verify the complaint.
3. If Customer fails to comply with its inspection obligations and/or if no complaint has been filed within twenty-four hours after delivery, the delivered products are deemed accepted by Customer as in accordance with the Order.
4. Complaints about the quality of the products, or any defects that are not visible upon a thorough inspection, must be reported in writing and accompanied by an exact statement of the nature and reason for the complaint. This must be done within 7 days after discovery of the issue but no later than 3 months after delivery of the products.
5. Upon receipt of a complaint in accordance with the clauses, VPS shall investigate the validity of the complaint. Customer shall allow VPS, or any third party engaged by VPS, to inspect the Products for this purpose on Customer’s premises.
6. Failure to comply with the conditions set above will result in VPS being entitled to reject the complaint.
7. Only with VPS’s explicit prior written consent may Customer return the relevant products to VPS for inspection, at Customer’s costs. The inspection shall include, but is not limited to, sampling of the Product. If Customer returns the Products without VPS’s prior written consent, it shall be liable for costs VPS makes as a result, including handling and storage costs.
8. If VPS deems a complaint filed in accordance with the clauses above well-founded, and Customer has furnished sufficient evidence that a defect already existed at the time of delivery, VPS shall in each individual case, at VPS’s discretion, and without entitlement for Customer to any damages whatsoever:
   1. reimburse or waive the purchase price of the defective Product(s), without VAT;
   2. replace the defective Product; and/or
   3. reimburse Customer for the transportation costs for returning the Product(s).

DISPUTES

1. These Conditions are governed by the law of The Netherlands.
2. Any disputes arising from these Conditions shall be brought before the Court in Arnhem.