Seller (as defined below) hereby expressly rejects the applicability of any general conditions of the Customer (as defined below). These General Terms and Conditions of Sale contain conditions limiting or excluding liability.

  1. General
    • These General Terms and Conditions of Sale (“Conditions”) govern the offering, sale and delivery of all goods and/or services (the goods and services herein both separately and jointly referred to as: the “Goods”) from or on behalf of EuroFibers V. (“Seller”) to customer (“Customer”) and apply to all similar dealings between Seller and Customer.
    • These Conditions supersede any and all prior oral and written quotations, communications, agreements and understandings of the parties in respect of the sale and delivery of the Goods and shall apply in preference to and supersede any and all terms and conditions of any order placed by Customer and any other terms and conditions submitted by Failure of Seller to object to terms and conditions set by Customer shall in no event be construed as an acceptance of any terms and conditions of Customer. Neither Seller’s commencement of performance nor Seller’s delivery shall be deemed or constituted as acceptance of any of Customer’s terms and conditions. If these Conditions differ from any terms and conditions of Customer, these Conditions and any subsequent communication or conduct by or on behalf of Seller, including, without limitation, confirmation of an order and delivery of Goods, constitute a counter-offer and non-acceptance of such terms and conditions submitted by Customer. Any communication or conduct of Customer which confirms an agreement for the delivery of Goods by Seller, as well as acceptance by Customer of any delivery of Goods from Seller shall constitute an unqualified acceptance by Customer of these Conditions.
    • These Conditions may only be varied or waived by a duly executed written agreement between Seller and
    • By contracting on the basis of these Conditions, Customer agrees to the applicability thereof in respect of future dealings as described in paragraph 1, even if this is not expressly stated. Seller shall be entitled to update and/or amend these Conditions regularly and by and as of the moment of notifying Customer of such update or amendment or by sending Customer the updated or amended Conditions. These revised Conditions shall apply to all dealings between Seller and Customer.
    • Seller and Customer agree that valid, enforceable and binding obligations may result from electronic means of Any electronic communication between Seller and Customer shall be considered to be a “writing” and/or “in writing”. The electronic system used by Seller will serve as sole proof for the content and the time of delivery and receipt of such electronic communication.
  2. Quotations, orders and confirmation
    • Quotations, made by Seller in whatever form, are not binding upon Seller and merely constitute an invitation to Customer to place an All quotations issued by Seller are revocable and subject to change without notice. Orders are not binding until accepted by Seller in writing (“Seller’s Confirmation”). Seller is always entitled to refuse an order without indication of its reasons.
    • Price quotations based on estimated or projected quantities are subject to increase in the event that actual quantities purchased during the specified period are less than the estimated or projected
    • Oral statements and agreements made by Seller’s employees, officers, representatives and/or agents are not binding upon Seller unless and only to the extent that such oral statements are confirmed or made in writing by duly authorized representative(s) of
    • Except as provided for in paragraph 3, any samples supplied to Customer are supplied solely for information purposes and in no way imply any express or implied conditions or warranties of any kind, including as to quality, description, merchantability, suitability or fitness for any purpose and Customer shall be deemed to have satisfied itself as to such matters prior to ordering the Goods.
    • Each delivery shall stand as a separate transaction and any failure to deliver shall have no consequences for other
  3. Prices
    • Prices and currencies of Seller’s Goods are as set out in Seller’s Unless agreed otherwise, Seller’s prices include standard packaging but do not include Value Added Tax or any other similar applicable taxes, duties, levies, fees or charges in any jurisdiction levied in relation to the Goods or the delivery thereof (“Taxes”). The amount of any Taxes levied in connection with the sale of the Goods to Customer shall be for Customer’s account and shall be added to each invoice or separately invoiced by Seller to Customer. If Seller grants a discount, this discount only relates to the delivery and/or quantity of the Goods specifically agreed upon.3.2 Unless the prices have been agreed in writing as firm, Seller is entitled to increase the price of the Goods still to be delivered, if the cost price determining factors have been subject of an increase. These factors include but are not limited to: raw and auxiliary materials, energy, products obtained by Seller from third parties, wages, salaries, social security contributions, governmental charges, freight costs and insurance premiums. Seller shall notify Customer of such increase.
  1. Payment and Customer’s credit
    • Unless expressly stated otherwise in Seller’s Confirmation, payment shall be made on the basis of net cash, to be received by Seller within thirty (30) days following the date of Seller’s invoice for the Goods by means of transfer into the bank account mentioned on the Seller may require security for payment before despatch. All payments shall be made without any deduction on account of any Taxes and free of set- off or counterclaim.
    • Customer will be obliged to pay the price increase as referred to in paragraph 2 of these General Terms and Conditions on any of the occasions as below, such at the discretion of Seller: (i) upon the occurrence of the price increase, (ii) at the same time as payment of the principal sum or (iii) on the next agreed payment deadline.
    • Payment shall be made in Euros unless otherwise agreed upon in writing between
    • With regard to payment of the price for Goods, time is of the Seller may, without prejudice to any other rights of Seller, charge interest on any overdue payment at the higher rate of either twelve percent (12%) per annum or one and a half times the prevailing rate under applicable law per annum, but not to exceed the maximum interest rate permitted under applicable law, from the due date computed on a daily basis until all amounts outstanding are paid in full. All costs and expenses incurred by Seller with respect to collection of overdue payments (including, without limitation, reasonable attorney’s fees, expert’s fees, court costs and other expenses of litigation) shall be for Customer’s account.
    • Every payment by Customer shall in the first place serve to pay the judicial and extra-judicial costs and the interest owed by it and afterwards shall be deducted from the eldest outstanding claim regardless of contrary advice from
    • Any complaint with respect to the invoice must be notified to Seller within eight (8) days after the date of invoice. Thereafter Customer shall be deemed to have approved the
  2. Delivery and acceptance
    • Unless expressly stated otherwise in Seller’s Confirmation, all deliveries of goods shall be Ex Works Seller’s production The term Ex Works shall have the meaning set forth in the latest version of INCOTERMS published by the International Chamber of Commerce at Paris, France, at the time of Seller’s Confirmation.
    • Unless expressly stated otherwise in Seller’s Confirmation, any times or dates for delivery by Seller are estimates and shall be deemed not to be of the Seller is entitled to deliver the Goods as stated in Seller’s Confirmation in parts and to invoice separately. In no event shall Seller be liable for any kind of indirect or consequential damages caused by any delay in delivery. Delay in delivery of any Goods shall not relieve Customer of its obligation to accept delivery thereof. Deviations up to ten percent (10%) in quantity of Goods delivered from that stated in Seller’s Confirmation shall not give Customer the right not to accept the Goods or to claim damages. Customer shall be obliged to pay the rate specified in Seller’s Confirmation for the quantity of Goods delivered.
    • If Seller undertakes to obtain any licence required for the export of Goods, Customer shall comply with any such licence and shall obtain and comply with all other necessary licences, permits and consents (in all other export/import licences).
  3. Cancellation
    • Customer’s wrongful non-acceptance or rejection of Goods or cancellation or repudiation of Seller’s Confirmation shall entitle Seller to recover, in addition to any other damages caused by such action: (i) in the case of Goods which reasonably cannot be resold by Seller to a third party, the price of such Goods; or (ii) in the case of Goods which can be resold by Seller or where an action for the price is not otherwise permitted by law, damages equal to fifty percent (50%) of the price for the Goods as liquidated
  1. Examination and conformity to specifications
  • On delivery and during the handling, use, processing, transportation, storage and sale of the Goods (the “Use”), Customer shall examine the Goods and satisfy itself that the Goods delivered meet all contractual
  • Complaints about the Goods shall be made in writing and must reach Seller not later than seven (7) days from the date of delivery in respect of any defect, default or shortage which would be apparent from a reasonable inspection on delivery, and seven (7) days from the date on which any other claim was or ought to have been apparent, but in no event later than six (6) months from the date of delivery of the Use or processing of the Goods shall be deemed to be an unconditional acceptance of the Goods and a waiver of all claims in respect of the Goods.
  • A determination of whether or not delivered Goods conform to the agreed specifications for the Goods as stated in Seller’s Confirmation or, in the absence of agreed specifications, to the most recent specifications held by Seller at the time of delivery of the Goods (the “Specifications”), shall be done by analysing the samples or records retained by Seller and taken from the batches or production runs in which the Goods were produced in accordance with the methods of analysis used by Goods that Seller consents or directs in writing to be returned shall be returned to Seller at the risk of Customer, to the destination directed by Seller.
  • Defects in parts of the Goods stated in Seller’s Confirmation do not entitle Customer to reject the entire delivery of the Goods. Complaints, if any, do not affect Customer’s obligation to pay as defined in paragraph 4. Upon receipt of a notice of defect, Seller is entitled to suspend all further deliveries until the complaints are established to be unfounded and/or refuted or until the defect has been totally cured.
  1. Transfer of risk and property
    • The risk of the Goods shall pass to Customer on
    • Goods for which delivery is suspended pending payment by Customer, as well as Goods of which delivery is wrongfully rejected or not accepted by Customer, shall be held and stored by Seller at the risk and expense of
    • The ownership of the Goods shall not pass to Customer and full legal and beneficial ownership of the Goods shall remain with Seller unless and until Seller has received payment in full for the Goods, including all secondary costs such as interest, charges, expenses and all other sums which are or become due to Seller from Customer on any
    • In the event of termination on the basis of paragraph 16 of these Conditions, Seller shall, without prejudice to any other rights of Seller, be entitled to require immediate re-delivery of the Goods for which it may invoke retention of
    • As long as title to the Goods remains with Seller pursuant to this paragraph 8, Customer is entitled to use the Goods solely to the extent required in its ordinary course of business and, to the extent possible, shall: (i) keep the Goods separate and in a clearly identifiable manner; (ii) notify Seller immediately of any claims by third parties which may affect the Goods; and (iii) adequately insure the Goods against all usual risks to full replacement
  2. Limited Warranty
    • Seller solely warrants that on the date of delivery the Goods shall conform to the If and to the extent Goods fail to meet such warranty, as shall be determined in accordance with the provisions of paragraph 7 of these Conditions, Seller may at its own option within a reasonable time either repair or replace the Goods at no charge to Customer, or issue a credit for any such Goods in the amount of the original invoice price. Accordingly, Seller’s obligation shall be limited solely to repair or replacement of the Goods or for credit of the Goods.
    • However, Seller’s obligation to repair, replace or credit shall be contingent upon receipt by Seller of timely notice of any alleged non-conformance of Goods and, if applicable, the return of the Goods, in accordance with paragraph 7 of these The foregoing warranty is exclusive and in lieu of all other warranties, representations, conditions or other terms, express, implied, statutory, contractually or otherwise, including, without limitation, any warranty of merchantability, suitability or fitness for any purpose, or absence of infringement of any intellectual property right covering the Goods.
  3. Limitation of liability
    • Under no circumstances shall Seller be liable to Customer or any other person for any kind of special, incidental, indirect, consequential or punitive damage or loss, cost or expense, including without limitation, damage based upon lost goodwill, lost sales or profits, work stoppage, production failure, impairment of other goods or otherwise, and whether arising out of or in connection with breach of warranty, breach of contract, misrepresentation, negligence or otherwise. Notwithstanding anything herein contained to the contrary, the liability of Seller for any and all claims for direct damages arising out of or in connection with the Goods and the Use thereof shall under no circumstances exceed the sum of Customer’s payments for the Goods that are the subject of the claim.
  1. Force Majeure
    • Neither party shall be liable in any way for any damage, loss, cost or expense arising out of or in connection with any delay, restriction, interference or failure in performing any obligation towards the other party caused by any circumstance beyond its reasonable control, including, without limitation, acts of God, laws, statutes, ordinances, regulations, legislative measures, acts of governments or other administrative measures, orders or decrees of any court, earthquake, flood, fire, explosion, war, terrorism, riot, sabotage, accident, epidemic, strike, lockout, slowdown, labour disturbances, difficulty in obtaining necessary labour or raw materials, lack of or failure of transportation, breakdown of plant or essential machinery, emergency repair or maintenance, breakdown or shortage of utilities, delay in delivery or defects in goods supplied by suppliers or subcontractors (“Force Majeure”).
    • Upon the occurrence of any event of Force Majeure, the party suffering thereby shall promptly inform the other party by written notice thereof specifying the cause of the event and how it will affect its performance of its obligations under Seller’s In the event of any delay, the obligation to deliver shall be suspended for a period equal to the time loss by reason of Force Majeure. However, should a Force Majeure event continue or be expected to continue for a period extending to more than two (2) months after the agreed delivery date, either Party is entitled to cancel the affected part of Seller’s Confirmation without any liability to the other Party.
  2. Modifications, information, indemnity and warranty
    • Unless the Specifications have been agreed to be firm for a certain period or quantity of Goods, Seller reserves the right to change or modify the Specifications, construction and/or manufacture of Goods and to substitute materials used in the production and/or manufacture of Goods from time to time upon written Customer acknowledges that data in Seller’s catalogues, specification sheets and other descriptive publications distributed or published on its websites by Seller, may accordingly be varied from time to time without notice. Any statement, representation, recommendation, advice, sample or other information of Seller in relation to the Specifications, the Goods and the Use thereof shall be furnished for the accommodation of Customer only.
    • Customer must utilize and solely rely on its own expertise, know-how and judgment in relation to the Goods and Customer’s Use thereof and in Customer’s application of any information obtained from the part of Seller for the purposes intended by Consultation provided by Seller shall not give rise to any additional obligations. Details and information provided with regard to the suitability and Use of the Goods shall not be binding and Seller does not assume any liability based on such consultations. Customer shall indemnify and hold Seller harmless from and against any and all damage, losses, costs, expenses, claims, demands and liabilities arising out of or in connection with the Goods, Customer’s Use thereof and/or Customer’s use or application of any information disclosed or provided by or on behalf of Seller. Customer shall have an appropriate insurance in place to cover all potential claims and liabilities and shall include Seller as co-insured and beneficiary and contain a waiver of recourse towards Seller.
    • Customer undertakes and warrants that, without explicit prior written approval of Seller, it shall not use, nor allow the Goods sold and delivered hereunder to be used, for any (bio)medical application, and it agrees to immediately inform Seller thereof, should any of such use become known to
  3. Compliance with laws, standards and trade control
    • Seller makes no promise or representation that the Goods shall conform to any law, statute ordinance, regulation, code or standard (“Laws and Standards”), unless expressly stated in Seller’s Confirmation or in the Customer acknowledges that the Use of the Goods may be subject to requirements or limitations under Laws and Standards. Customer shall ensure that all Goods are safely and lawfully received, stored, maintained and shall be exclusively responsible for (i) ensuring compliance with all relevant and applicable legislation, Standards, rules, regulations, codes of practice, guidance and statutory requirements associated with its intended Use of the Goods that from time to time come into force and (ii) obtaining all necessary approvals, permits and/or clearances for such Use.
    • Customer acknowledges and represents that it is familiar with and shall strictly comply with all applicable laws and regulations concerning the trade, export or re-export of products, services, data or technology (“Items”), including the International Traffic in Arms Regulations (ITAR), the Export Administration Regulations (EAR) and the trade sanctions regulations administered by the S. Department of the Treasury’s Office for Foreign Assets Control (“Trade Control Laws”). The Customer shall not (re-) export of (re-) transfer or disclosure, directly or indirectly, any of the Goods or Items supplied by Seller and/or any Items incorporating or processed from such Goods, in breach of any Trade Control laws, or, in the event an export license or other approval is required from any governmental authority or agency, without first obtaining such license or approval.
  • If required to enable any competent authority or agency to verify compliance with Trade Control laws, Customer shall, if so requested by Seller, promptly provide Seller with all information pertaining to the particular end customer, the particular destination and the particular intended Use of the Goods and any other relevant information with regard to existing Trade Control
  • Customer agrees to indemnify and hold harmless Seller from and against any liability (including fines or legal fees) incurred by Seller with respect to any export or re-export activities by Customer in violation of its obligations under the applicable Trade Control
  1. Independent contractors
    • Seller and Customer are independent contractors and the relationship created hereby shall not be deemed to be that of principal or agent. No sale to or obligation of either party towards a third party shall in any way bind the other
  2. Non-assignment
    • Neither party may assign any of the rights or obligations under Seller’s Confirmation without the prior written consent of the other party, provided however, that Seller may assign such rights and obligations, wholly or partly, to any of its parent companies, subsidiaries or affiliates or to a third party acquiring all or a substantial part of Seller’s assets or business relating to the
  3. Suspension and termination
    • If (a) Customer is in default of performance of its obligations towards Seller or (b) if Seller has reasonable doubts with respect to Customer’s performance of its obligations to Seller and Customer fails to provide to Seller adequate assurance (such as by means of ongoing credit approval) of Customer’s performance before the date of scheduled delivery and in any case within thirty (30) days of Seller’s demand for such assurance or (c) if Customer becomes insolvent or unable to pay its debts as they mature or goes into liquidation (otherwise than for the purposes of a reconstruction or amalgamation) or (d) any bankruptcy proceeding shall be instituted by or against Customer or if a trustee or receiver or administrator is appointed for all or a substantial part of the assets of Customer or (e) if Customer enters into a deed of arrangement or makes any assignment for the benefit of its creditors, then, without prejudice to any other rights of Seller, Seller may by notice in writing forthwith: (i) demand re-delivery and take repossession of any delivered Goods which have not been paid for, for which purpose Customer hereby grants an irrevocable right and license to Seller to enter upon all or any of the premises where the Goods are or may be located and all costs relating to the recovery of the Goods shall be for the account of Customer; and/or (ii) suspend its performance or terminate Seller’s Confirmation for outstanding delivery of Goods unless Customer makes such payment for Goods on a cash in advance basis or provides adequate assurance of such payment for Goods to Seller, without any intervention of courts being required and without liability for Seller of whatsoever kind arising out of or in connection with such suspension or
    • In any such event of (i) and/or (ii), all outstanding claims of Seller shall become due and payable instantly in proportion to the quantity of Goods delivered to Customer and not re-possessed by
  4. Waiver
    • Failure by Seller to enforce at any time any provision of these Conditions shall not be construed as a waiver of Seller’s right to act or to enforce any such term or condition and Seller’s rights shall not be affected by any delay, failure or omission to enforce any such No waiver by Seller of any breach of Customer’s obligations shall constitute a waiver of any other prior or subsequent breach.
  5. Severability and conversion
    • In the event that any provision of these Conditions shall be held to be invalid or unenforceable, the same shall not affect in any respect whatsoever, the validity or enforceability of the remaining provisions between the parties and shall be severed there The pertaining provisions held to be invalid or unenforceable shall be reformed to provisions satisfying the legal and economic intent of the original provisions to the maximum extent permitted by law.
  6. Limitation of action
    • No action by Customer shall be brought unless Customer first provides written notice to Seller of any claim alleged to exist against Seller within thirty (30) days after the event resulting in such claim materialized or first becomes known to Customer and an action is commenced by Customer within twelve (6) months after such notice.
  1. Miscellaneous
    • Notices must be in writing to Seller’s or Customer’s addresses and are deemed delivered on the first working day after delivery by hand or (subject to confirmation or transmission) by facsimile, or, where sent by first class or express post, five (5) clear working days after the date of posting to Customer’s or Seller’s address. Qualified acceptances by Customer on delivery notes shall not constitute notice of any claim or acceptance by Seller or any such
    • The price of the Goods and the commercial terms of these Conditions, the Specifications and any contract are commercially sensitive and confidential to the Seller and Seller requires that they are kept secret for a period of ten (10) years from the date this sensitive and confidential information was first submitted to Customer. Customer may disclose this information where required by law, court order, or regulation or act of any governmental authority provided (to the extent permissible by law) it has notified Seller in advance and agreed the scope of disclosure with
  2. Governing law and jurisdiction
    • The parties’ rights and obligations arising out of or in connection with Seller’s Confirmation and/or these Conditions shall be governed, construed, interpreted and enforced according to the laws of The Netherlands, excluding principles of conflict of The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
    • The parties agree that any suits, actions or proceedings that may be instituted by any party shall be initiated exclusively before the competent courts of The Netherlands without prejudice to Seller’s right to submit the relevant case to the court which would have jurisdiction if this provision should not have been incorporated in the Conditions, and the parties do hereby consent to the jurisdiction of those courts and waive any objection which they may have, now or hereafter, to the venue of those suits, actions or proceedings.
  3. Survival of rights
    • The parties’ rights and obligations shall be binding upon and inure to the benefit of the parties and their respective successors, permitted assigns, directors, officers, employees, agents and legal Termination of one or more of the rights and obligations of the parties, for whatsoever reason, shall not affect the provisions of these Conditions which are intended to continue to have effect after such termination.
  4. No third party rights
    • No term or condition of this contract is enforceable by any person who is not a party to the contract and Seller and Customer may exercise, without the consent of any third party, any rights they may have to amend or rescind this
  5. Headings
    • The headings contained in these Conditions are included for mere convenience of reference and shall not affect their construction or
  6. Intellectual Property
    • Customer shall not use any trademarks or trade names applied to or used by Seller in relation to Goods in any manner not approved by
    • Seller has not verified the possible existence of third party intellectual property rights which might be infringed as a consequence of the sale and/or delivery of the Goods and cannot be held liable for any loss or damages in that
    • The sale of Goods shall not, by implication or otherwise, convey any license under any intellectual property right relating to the Goods, its compositions and/or applications of the Goods and/or the trademarks or logo’s owned and/or controlled by Customer expressly assumes all risks of any intellectual property infringement by reason of its importation, Use of the Goods, whether single or in combination with other materials or in any processing operation.

These Conditions ar are subject to change at any time without notice.

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