from Alcochem B.V. and its group companies, all located at Zeilmaker 4, 3861 SM Nijkerk, hereinafter individually or collectively referred to as ‘Alcochem,’ registered with the Chamber of Commerce under number 31043702
Article 1: Applicability
These terms and conditions apply to all offers from Alcochem and all agreements concluded with Alcochem that may result from them.
The counterparty is referred to as the Client.
In the event of a conflict between the content of the agreement concluded between the Client and Alcochem and these general terms and conditions, the provisions of the agreement shall prevail.
Article 2: Offers
The prices stated in the offer are based on delivery as referred to in Article 5, paragraph 1, including packaging. Prices are exclusive of VAT.
Article 3: Intellectual Property Rights
Alcochem retains copyright and all industrial property rights on its offers, provided designs, images, drawings, (sample) models, etc.
The usage rights to the data mentioned in paragraph 1 are non-exclusive and non-transferable, regardless of whether the Client was charged costs for their creation. These data may not be copied, used, or shown to third parties without prior written permission from Alcochem.
Article 4: Delivery Time
Delivery times are determined approximately by Alcochem unless otherwise agreed.
If additional orders are placed, the delivery time is extended by the time needed to (have) the required materials and components delivered and to carry out any necessary production. If additional orders cannot be incorporated into Alcochem’s schedule, delivery will take place as soon as the schedule allows.
Article 5: Transfer of Risk
Delivery takes place as specified in the agreement in accordance with the definitions of Incoterms 2020; the risk of the goods transfers at the moment Alcochem makes them available to the Client.
If an exchange is involved and the Client continues to use the item to be exchanged while awaiting the delivery of the new item, the risk of the exchanged item remains with the Client until it has been transferred to Alcochem.
Article 6: Price and Portfolio Changes
Alcochem is entitled to change its portfolio and price list, but this does not affect concluded and/or already executed agreements, except for long-term or framework agreements.
Article 7: Impossibility of Execution
Alcochem has the right to suspend the fulfillment of its obligations if it is temporarily prevented from doing so due to unforeseen circumstances beyond its control at the time of concluding the agreement.
Unforeseen circumstances beyond Alcochem’s control include, among others, the failure or delay of Alcochem’s suppliers and/or subcontractors to fulfill their obligations, weather conditions, earthquakes, fire, loss or theft of tools, loss of materials to be processed, roadblocks, strikes or work stoppages, and import or trade restrictions.
Alcochem is no longer entitled to suspend performance if the temporary impossibility of compliance has lasted for more than six months. The agreement may then only be terminated after this period and only for the part of the obligations that have not yet been fulfilled. In such a case, neither party is entitled to compensation for any damage suffered or to be suffered as a result of the termination.
Article 8: Liability
Alcochem is liable for damage suffered by the Client that is a direct and exclusive result of a failure attributable to Alcochem. However, only damages against which Alcochem is insured or should have been reasonably insured will be eligible for compensation.
If, at the time of entering into the agreement, it was not possible for Alcochem to obtain insurance under reasonable conditions or to renew such insurance under reasonable conditions, compensation for damages is limited to the amount charged by Alcochem for the relevant agreement (excluding VAT) or, in the case of long-term or framework agreements, the amount charged by Alcochem for the relevant delivery (excluding VAT).
Business losses, including but not limited to stagnation damage, lost profits, and claims from third parties, are not eligible for compensation.
Article 9: Warranty and Complaints
Alcochem guarantees the proper functioning of its products or materials for a period of six months after delivery unless otherwise agreed.
If it turns out that the delivery was defective, the goods must be returned to the contractor carriage paid unless Alcochem specifies otherwise in writing. Alcochem will then choose whether to:
- Repair the goods;
- Replace the goods;
- Credit the Client for a proportional part of the invoice.
The Client can only claim warranty if all obligations towards Alcochem have been met. No warranty is provided when defects result from:
- Normal wear and tear;
- Improper use;
- Failure to perform or incorrect maintenance;
- Installation, assembly, modification, or repair by the Client or third parties.
No warranty is given for the delivery of mineral or chemical substances if these have been contaminated or mixed with other substances after being made available to the Client, thereby altering their properties. In such cases, the burden of proof lies with the Client.
The Client may no longer invoke a defect in performance if a complaint has not been made in writing to Alcochem within fourteen days after discovering or reasonably should have discovered the defect.
Article 10: Payment
Invoices are sent in accordance with the agreement between the Client and Alcochem, failing which they will be invoiced upon delivery.
The Client must pay into the account specified by Alcochem within 14 (fourteen) days of the invoice date unless otherwise agreed.
If payment has not been made within the agreed payment term, the Client will be liable for extrajudicial collection costs. If Alcochem prevails in legal proceedings, all costs incurred by Alcochem in connection with these proceedings will be borne by the Client, with a minimum of 15% (fifteen percent) of the outstanding amount.
Article 11: Retention of Title and Pledge
After delivery, Alcochem remains the owner of delivered goods as long as the Client fails to pay the invoiced amounts.
As long as a retention of title applies to delivered goods, the Client may not encumber them outside the normal course of business.
Once Alcochem invokes its retention of title, it may reclaim the delivered goods. The Client grants Alcochem permission to enter the location where these goods are stored.
If Alcochem cannot invoke its retention of title because the delivered goods have been mixed, transformed, or incorporated, the Client is obliged to pledge the newly formed goods to Alcochem.
Article 12: Governing Law and Jurisdiction
Dutch law applies.
The Vienna Sales Convention (C.I.S.G.) does not apply.
If the Client is established within the European Union, the competent Dutch civil court in Alcochem’s place of establishment will handle disputes, unless this conflicts with mandatory legal provisions.
If the Client is established outside the European Union, all disputes arising from or related to the agreement shall be settled in accordance with the Arbitration Rules of the International Chamber of Commerce in The Hague, Netherlands, by a sole arbitrator appointed under those rules. The arbitration will be conducted in English.
Questions
If you have any questions or comments regarding these general terms and conditions, please contact:
Alcochem Hygiene B.V., Zeilmaker 4, 3861 SM Nijkerk, Tel. +31(0)33 299 4139 or via email: hygiene@alcochem.com or support@firstelementsstore.com
Version 3.3 | January 2021
