General Conditions of Sale – Lubricants, Europe

Art. 1 – General

The seller refers to VPS International B.V., including all associated brands.

These "General Conditions of Sale" apply to all offers, quotations, order confirmations, orders, contracts, deliveries, and services between the Seller and Buyer.

The Buyer’s purchase conditions are not applicable unless explicitly agreed upon in writing by the Seller.

Art. 2 – Order Contract

The Seller is not committed to any order until a written order confirmation is issued to the Buyer. The terms of the order are defined in this document and the order confirmation.

The Seller reserves the right to amend prices, quality, quantity, and validity prior to issuing the order confirmation.

All quotations and offers are valid for 30 days unless otherwise specified.

Art. 3 – Price

Unless stated otherwise, prices are exclusive of taxes, duties, levies, and transportation costs based on the Incoterms "Ex Works."

Prices are based on current raw material prices, energy costs, exchange rates, duties, taxes, freight, storage, and insurance. The Seller may adjust the sales price if any of these factors change before the product is delivered. In such cases, the Buyer has the right to cancel the order in writing within 3 days.

Art. 4 – Delivery

The latest edition of Incoterms from the International Chamber of Commerce applies to all deliveries.

Delivery dates and times are approximate unless expressly stated in the order confirmation.

The Seller may deliver partial shipments. Quantities may vary by plus or minus 10% from the amount confirmed in the order confirmation.

The Buyer is responsible for discharge operations. Discharge must commence within 1 hour of arrival. Any additional charges due to late discharge will be at the Buyer’s expense.

The Buyer must inspect the product immediately upon delivery. Any discrepancies in quality, quantity, or damage must be reported in writing to the Seller within 3 days of receipt, with supporting documentation and pictures.

Ownership of the products remains with the Seller until full payment is received.

Risk of damage or loss passes to the Buyer according to the applicable Incoterms.

Returns will only be accepted with the Seller’s prior written approval. Products that are damaged during return shipment or altered in any way will not be accepted.

Art. 5 – Payment

Unless otherwise stated in the order confirmation, payment terms are 30 days from the invoice date.

Late payments will incur interest at three times the legal bank rate of the Seller's country.

The Buyer is responsible for any costs related to late payments, including legal fees.

Art. 6 – Warranties

The Seller warrants that the product will meet its specifications.

The Seller is not responsible for the Buyer’s use of the product. The Buyer is fully responsible for ensuring the product’s suitability and performing any necessary tests before use.

Art. 7 – Liability

The Seller does not provide warranties regarding the sufficiency, merchantability, or fitness of the goods for any particular purpose, unless explicitly stated in writing in the sales agreement.

The Buyer agrees to indemnify and hold the Seller harmless from any claims, damages, or liabilities arising from the use or sale of the goods, except in cases of gross negligence or willful misconduct by the Seller.

Seller’s liability is limited to the net sale price of the goods in question and does not extend to indirect or consequential damages.

If the product is defective, the Buyer may request rescission of the contract or a price reduction only if the defect cannot be remedied within a reasonable period, or if remedial action incurs unreasonable costs or is deemed unacceptable for other reasons. The Buyer has no right to rescind the contract for minor defects.

The Buyer must allow the Seller to inspect any rejected products.

Art. 8 – Health, Safety, and Environment

The Buyer must read and follow the product safety sheet provided with the goods.

The Buyer is responsible for complying with all local regulations and laws.

Art. 9 – Ethical and Moral Conduct

The Buyer agrees to comply with all applicable laws governing their activities. Any administrative or legal consequences arising from non-compliance with such laws will be the sole responsibility of the Buyer.

Art. 10 – Force Majeure

Neither the Seller nor the Buyer will be liable for failure to fulfill their obligations under this contract due to Force Majeure events. These include, but are not limited to, natural disasters, accidents, fires, floods, strikes, civil unrest, war, government restrictions, or any other events that prevent the party from performing their obligations. The party affected by Force Majeure must promptly notify the other party and resume obligations once the event has ended.

Art. 11 – Applicable Law

These General Conditions of Sale are governed by the laws of the Seller's country, and any disputes arising under this agreement will be subject to the jurisdiction of the courts in that country.

Version 01-01-2024