General terms and conditions

Article 0 Definitions
0.1. OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd: the private limited liability company OBM-tec. B.V. or the private limited liability company RTE B.V. or the private limited liability company BMF B.V., having their registered offices in Buitenpost.
0.2. Principal: the party the Agreement is concluded with.
0.3. Parties: OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd and the Principal.
0.4. Offer: any quotation and/or offer, including any annexes belonging thereto, submitted by OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd to the Principal.
0.5. Agreement: Any agreement of purchase and sale or for the execution of work concluded between the Parties

Article 1 Applicability
1.1. These general terms and conditions apply to and form an integral part of any offers made by and agreements entered into by OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd.
1.2. Deviating provisions and any general terms and conditions declared applicable by the Principal shall apply only insofar as they have been explicitly agreed to in writing by OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd, separately for each agreement. Any terms and conditions of the Principal declared applicable when an offer is applied for are explicitly rejected by OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd.

Article 2 Conclusion of an Agreement
2.1. All offers are without obligation, unless explicitly agreed on otherwise in writing.
2.2. An Agreement shall be deemed to have been concluded when the order confirmation is sent by OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd to the Principal or on signature of the contract by the Parties. The written order confirmation and the signed contract shall be deemed to fully and correctly represent the contents of the Agreement.
2.3. OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd shall, if the Principal concludes an Agreement with a representative of them, be entitled to notify to the Principal within eight workdays after the conclusion of such Agreement that OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd is unable to execute the order or is unable to execute the same unchanged, if the unchanged execution of such Agreement cannot in reasonableness and in fairness be required due to circumstances the representative could not reasonably have been aware of. In such case, unless the Parties reach agreement after all, the Agreement shall be deemed to have been dissolved, without the Principal being entitled to any form of damages.
2.4. Agreements are concluded and confirmed by OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd subject to the resolutive condition that from the information to be obtained by OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd it appears that the Principal’s solvency is insufficient. OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd can invoke this resolutive condition only if notifying Principal thereof in writing within 14 days after conclusion of the Agreement or dispatch of the order conformation. The Agreement shall be deemed to have been dissolved if such resolutive condition is invoked. The Principal shall not be entitled to claim damages.
2.5. For work for which on account of its nature or extent no contract is signed or offer and/or order confirmation is submitted, the Agreement can be proved to exist in all legally possible ways. At any rate, the invoice sent by OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd, which shall be considered to represent the Agreement fully and correctly, shall be considered to be the confirmation of order.
2.6. On or after conclusion of the Agreement, prior to any (further) performance on its part, OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd shall be entitled to require that the Principal provide security for the compliance with any of its obligations.
2.7. If considered necessary, OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd may engage others for the proper execution of the Agreement. The costs thereof shall be charged on to the Principal in conformity with the quotation made, if possible in consultation with the Principal.

Article 3 Quality and Delivery Period
3.1. Any advice, calculation, design, model, drawing, measurement and any other information about products are provided and prepared with care but without any obligation. Samples, drawings or models shown or provided are only a general representation of the goods offered. No rights can be derived from them.
3.2. The delivery periods stated by OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd are not absolute and are always without obligation. OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd shall adhere to the stated delivery periods as much as possible. Except in the event of gross negligence or intention, excess of the delivery period shall not entitle the Principal to claim damages, to reject to take delivery of the products or to dissolve the Agreement, either fully or partly.
3.3. If after the expiry of the delivery date the Principal has not taken delivery of the goods, they shall be stored and be at his disposal for his account and risk.

Article 4 Delivery
4.1. Unless explicitly agreed on otherwise, OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd shall deliver the goods at the premises of the Principal. Delivery of the goods shall take place by offering them for receipt at the premises of the Principal, however, at ground floor level.
4.2 The Principal shall immediately on delivery inspect the goods for any defects or damage, or shall carry out such inspection following the advice by OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd that they are at the disposal of the Principal.

Article 5 Price and price changes
5.1. The prices applied by OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd are exclusive of VAT and inclusive of the costs of packaging, import duties and other government levies and freight charges to the Netherlands. OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd shall be entitled to charge on to the Principal any changes in the cost components described in this article as well as any changes in the exchange rates of the various currencies in which the price of the goods sold by OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd is expressed to the Euro.
5.2. OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd shall be entitled to separately charge extra work performed, also if such extra work was not ordered in writing or if the price thereof was not agreed on in advance. As to the calculation of the price for extra work, the provisions in the preceding paragraph shall apply. The applicability of Section 7a:1646 of the Civil Code is hereby explicitly excluded.

Article 6 Force Majeure
6.1. Force Majeure on the part of OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd shall be deemed to exist if after concluding the Agreement OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd is unable to comply with its obligations under the Agreement due to war, threat of war, acts of war, fire, water damage, flooding, strikes, plant occupation, import or export restrictions, government measures, defects in machines, energy supply failures, or in the event of any other circumstance on account of which OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd is unable to comply with such obligations, fully or partly, or on account of which compliance can in reasonableness and fairness not be required, irrespective of whether such circumstance could be foreseen at the time the Agreement was concluded. Force majeure shall also be deemed to exist if such circumstance occurs in the facilities of any third party whom OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd depends on for the execution of the Agreement of purchase and sale.
6.2. If a case of force majeure continues for a period longer than three months in succession, both Parties shall be entitled to dissolve the Agreement. In that case, the Parties declare not to claim any damages.
6.3. OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd shall be entitled to require payment for the work carried out for the performance of the relevant Agreement before the circumstances resulting in force majeure occurred.

Article 7 Payment
7.1. Unless otherwise agreed on in writing, payment shall be effected net cash on or before delivery, without any reduction or set-off, or by transfer to a bank account designated by OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd within 14 days after the date of invoice. The value date mentioned in the statements of account of the accounts of OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd shall be decisive and consequently shall be considered the date of payment.
7.2. If OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd agreed with the Principal that payment will be effected through a bank or if security is provided in the form of documentary credit or bank guarantees, the Principal shall ensure that payment will be effected and such security will be provided by a bank of good standing. In the event OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd have reasonable grounds for doubt as to the qualifications referred to, it shall be entitled to reject the bank proposed and to designate another bank..
7.3. If payment of the amount due has not been made within 14 days after the date of invoice, the Principal shall per month or part of a month pay to OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd 1.5 % interest over the full invoice amount from the invoice date to the date of full settlement of the amount due, without any warning, notice of default or judicial intervention being required.

Article 8 Retention of title
8.1. OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd shall retain the ownership of goods supplied to the Principal until the moment the Principal has effected payment of the full purchase amount of the relevant goods.
8.2. As long as the Principal is in possession of goods owned by OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd, as referred to in paragraph 8.1, the Principal shall ensure that the same is adequately insured against the usual risks.
8.3. The Principal may only use such goods for his normal business operations. The Principal is explicitly forbidden from pledging such goods or otherwise using them as security for third parties.
8.4. If the Principal fails to comply with his payment obligations with regard to the relevant goods as referred to in paragraph 7.1., OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd shall be entitled to recover and remove from the Principal’s premises such goods owned by OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd as referred to in paragraph 8.1., without any warning, notice of default or judicial intervention being required.

Article 9 Complaints
9.1. In conformity with paragraph 4.2, the Principal shall accurately inspect the goods immediately on arrival at their place of destination. The Principal shall notify OBM-tec or RTE or BMF of any complaints about, among others, the quality, measurements, weight or packaging of the goods supplied within fourteen days after receipt of the goods.
9.2. Any defects which cannot reasonably be detected within the above period shall be reported to OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd immediately on detection, however, within the guarantee period.
9.3. If complaints are not submitted within the periods mentioned in this Article, the Principal shall lose all claim in respect of such defects.
9.4. The Principal may not return the goods without the written consent of OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd.

Article 10 Guarantee
10.1. OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd guarantees in respect of the Principal or the first actual user of any goods supplied by it that the goods supplied to the Principal are of solid construction and proper quality. Under this guarantee, OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd shall only have the following obligations:
a. If a defect (any property rendering the goods supplied unfit for normal use by the Principal) is notified in writing to OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd within six months from the date on which the relevant goods were supplied to the Principal, all costs of repairs or replacement, exclusively at the discretion of OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd, including freight charges, shall be for the account of OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd.
b. If such case as described above occurs in the period lying between a half year and a year after the date of delivery, only the parts shall be for the account of OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd.
These periods shall be deemed to commence on the date of delivery.
10.2. The guarantees mentioned in paragraph 10.1. expire or lapse:
- on expiry of the periods specified in paragraph 10.1.,
- if a defect is not reported to OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd within 8 days after it was discovered by the Principal//,
- if the Principal or the first user carried out repairs without the prior consent of OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd,
- in the event of injudicious use, including failure to follow storage, maintenance and operating instructions.

Article 11 Liability of the seller
11.1. Subject to the provisions of paragraph 9, OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd shall in the event of the supply of defective goods be entitled to repair such goods or, on surrender of the goods concerned, to refund to the Principal the purchase amount or to replace such goods by goods of the required quality. The Principal shall not be entitled to claim damages.
11.2. Liability of OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd for any damage or loss, including damage to the environment and consequential loss, suffered by the Principal or any third party as a result of the use of the goods supplied by OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd is excluded, unless such damage or loss is due to gross negligence or intention. The same applies to the contents of the product information OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd provided with the goods supplied.
11.3. The liability of OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd shall at any rate not exceed an amount equal to the purchase price of the relevant goods supplied to the Principal.
11.4. The Principal undertakes to indemnify OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd against any claims of third parties, at law and otherwise.

Article 12 Dissolution, extrajudicial costs
12.1. If the Principal does not comply with any obligation resulting from the Agreement concluded with OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd, or does not properly or in time comply such obligation, the Principal shall be considered to be in default and OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd shall be entitled, without notice of default or judicial intervention being required:
- to suspend the execution of the Agreement and any agreement directly connected with it until compliance with the relevant obligation is sufficiently guaranteed,
or
- to dissolve the Agreement and any agreement connected with it, either fully or partly,
without prejudice to any other rights OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd may have by law and without OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd being liable to pay any damages.
12.2. In the event of bankruptcy or involuntary winding up of the Principal or if the Principal applies for a moratorium or in the event of an attachment of the goods of the Principal or part thereof, all Agreements with the Principal shall be considered dissolved by operation of the law, unless OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd within a reasonable period notify the Principal of its wish that the relevant Agreement or part thereof be performed.
12.3. The Principal shall pay to OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd any costs of legal assistance, court costs as well as out-of-court costs, OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd incurs due to non-compliance by the Principal. In the event of non-payment, the out-of-court costs are determined by the Parties at 15% of the amount due with a minimum of NLG 500.

Article 13 Cancellation
13.1. If the Principal wishes to cancel the order granted to OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd and if the latter has agreed to this in writing, the Principal shall, unless otherwise agreed on in writing, take over from OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd the materials and base materials bought by OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd, irrespective of whether these were bought for future delivery and irrespective of whether these were treated, machined or processed, at the price determined by or to be determined by OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd, and, in addition, shall compensate OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd, among others for loss of profit, by paying 15% of the price agreed on, without prejudice to any other right belonging to OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd by law. In addition, if OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd has concluded a currency agreement with a bank or third party in connection with the order, the Principal shall pay to OBM-tec or RTE or BMF any exchange losses resulting from such cancellation.
13.2. The Principal shall indemnify OBMtec BV or RTE BV or BMF BV or OBMtec CE s.r.o or OBMtec UK Ltd against any claim of any third party resulting from the cancellation of the order by Principal.

Article 14 Applicable law and competent court
14.1. Dutch law shall apply, unless otherwise provided for in the Agreement.
14.2. The Dutch Court shall have exclusive jurisdiction to take cognizance of any disputes arising from the Agreement. Disputes falling within the jurisdiction of a District Court or the President of such Court shall be exclusively be submitted and settled by the District Court in Leeuwarden or the President of this Court.

Article 15 Deviations
15.1. Any deviations from the Agreement shall be laid down in a document to be signed by both Parties.