Terms & conditions

GENERAL TERMS AND CONDITIONS
1. GENERAL
1. These General Terms and Conditions are used by Petrol Industries B.V., with its registered office and principal place of business in
(5026 SE) Tilburg at Kalundborg 6.
2. ln these General Terms and Conditions, the term ‘vendor’ is deemed to mean: Petrol Industries B.V. and all agents and
representatives (independent or otherwise) of Petrol Industries B.V.
3. ln these General Terms and Conditions, the term ‘purchaser’ is deemed to mean: the legal entity, person or business form to
whom/which an offer with reference to these General Terms and Conditions is addressed and/or with whom/which an agreement is
entered into, with reference to these General Terms and Conditions.
4. Divergences from these General Terms and Conditions, or part thereof, will only be valid if they are set down in writing and signed
by both parties.
5. Samples and/or images in brochures, catalogues, advertisements, etc., only provide an impression of the article and are not binding
on the vendor.
6. ln the event of any difference in meaning between the various language versions of the text of the terms and conditions, the Dutch
text will be binding at all times.
7. The purchaser’s Terms and Conditions apply only if expressly agreed in writing between vendor and purchaser that they will apply
and that this excludes the vendor’s General Terms and Conditions.
2. APPLICABILITY
1. The terms and conditions below are applicable to all the offers of the vendor and all agreements entered into by the vendor or
actions carried out by the vendor.
2. The issue of an instruction by the purchaser to the vendor or the placement of an order by the purchaser with the vendor will take
place at all times subject to acceptance of these General Terms and Conditions by the purchaser.
3. QUOTATIONS
1. All the quotations issued by the vendor are free of obligation, in terms of the prices, the delivery period and the delivery options for
the goods offered, unless explicitly otherwise stipulated in the quotations.
2. ln the event that a quotation from the vendor contains an offer without obligation and this is accepted by the purchaser, the vendor
is entitled to revoke the offer within two working days of receipt of the acceptance.
4. DELIVERY
1. Deliveries take place from the warehouse of the vendor in the Netherlands, unless otherwise agreed in writing between the
purchaser and the vendor. Deliveries to purchasers in countries other than the Netherlands will also take place from the warehouse
of the vendor in the Netherlands, unless otherwise agreed in writing between the purchaser and the vendor.
2. Delivery dates shall at no time be considered final deadlines, unless otherwise agreed in writing between the parties.
3. The delivery period will be extended by the period during which the vendor is unable to meet its obligations as a result of force
majeure.
4. Force majeure is deemed to exist with regard to the vendor, in any event - but not exclusively - if, after entering into the agreement,
the vendor is impeded in complying with its obligations arising from this agreement or in the preparation thereof, as a result of war,
war damage, civil war, riots, wilful damage, fire, water damage, flooding, labour strikes, sit-ins, lock-outs, import and export barriers,
government measures, machinery defects, disruptions to the supply of energy, late delivery of necessary raw materials and/or
auxiliary materials, affecting either the business of the vendor or third parties from which the vendor must wholly or partly source
the necessary materials, or affecting the storage or transport, whether realized under the company’s control or not, and by any
other matters occurring which are not the blame or risk of the vendor.
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5. lf after an order has been placed, the goods ordered, or part thereof, are no longer available or cannot be delivered within the term
specified, for whatever reason, whether as a result of force majeure as referred to in paragraphs 3 and 4 or not., the vendor shall
remove the goods from the order. Removing goods from the order by the vendor that are no longer available or cannot be delivered
within the term specified, for whatever reason, whether as a result of force majeure as referred to in paragraphs 3 and 4 or not will
not give the purchaser any right to cancel the order or any form of compensation.
6. Transportation of the goods to be delivered by the vendor to the purchaser will take place at the expense and risk of the purchaser,
unless otherwise agreed in writing between the purchaser and the vendor.
7. Delivery is deemed to be complete after the sold goods have been offered by the vendor to the transport company for transportation.
8. Any delay to the delivery - for any reason whatsoever - does not grant the purchaser the right to suspend implementation of any
obligation on the purchaser vis-à-vis the vendor.
9. The purchaser is only authorized to amend or cancel a previously placed order, on condition that the vendor has granted written
permission for this. Any costs relating to this will be borne by the purchaser.
5. TRANSFER OF TITLE AND RISK
1. As long as the vendor has any claim against the purchaser (relating to the purchase amount plus any costs and interest) pertaining
to the goods supplied by the vendor, these goods will remain the property of the vendor.
2. The purchaser is not authorized to pledge or encumber in any other way goods which are subject to this retention of title. The
purchaser is required to insure the goods delivered subject to retention of title, and keep them insured, against fire, explosion and
water damage, and against theft. The purchaser is required to make the policy for this insurance available to the vendor for
inspection on first request. As of the moment of delivery, as described in Article 4 paragraph 9, the purchaser will bear the risk for
loss of, damage to or any other value reduction to the delivered goods.
3. ln the event that the vendor reclaims the goods to which the retention of title applies as its property pursuant to paragraph I of this
article, the purchaser grants unconditional and irrevocable permission to the vendor, now for then, for the vendor or third parties to
be designated by the vendor to enter all locations where the property of the vendor is located and to recover these goods if the
purchaser remains in default.
4. The vendor must be notified immediately of the fact that third parties are asserting that they have rights regarding the goods
delivered by the vendor in the event that the vendor is still owed any amount by the purchaser pursuant to delivery of said goods.
ln such cases, the vendor is authorized to remove the goods in question from the purchaser’s premises and to store them
elsewhere. ln such cases, the purchaser is liable for all associated costs. The purchaser is required not to deliver these goods until
the vendor has been paid in full or has been provided with sufficient collateral for its claim(s).
5. ln the event that the vendor reclaims goods as its property pursuant to this article and recovers said goods, the vendor will send
the purchaser a credit note for these goods at the market value of the recovered goods at the moment of recovery. The market
value is, in any event, equal to the purchase amount realized from the private or public sale to third parties of the recovered goods,
at the vendor’s discretion.
6. The vendor is authorized to recover all delivered goods from the purchaser until such a time as the full claim of the vendor, including
costs, statutory interest and any compensation for loss, has been settled in full from the proceeds realized from the private or public
sale of the recovered goods.
6. RESALE
1. The purchaser is not permitted to resell the purchased goods to third parties inasmuch as this resale does not take place to
consumers and/or private individuals in the actual physical shop of the purchaser. Resale at markets and fairs, for example, is not
permitted.
2. The purchaser is not permitted to supply the purchased goods to third parties other than private individuals without having obtained
the prior written permission (letter, fax or email) of the vendor.
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3. The vendor applies recommended retail prices. These recommended retail prices vary for each country, depending on the transport
costs and sale costs. The purchaser is not permitted to implement campaigns and/or price reductions with regard to the
recommended retail prices at its own initiative without the written permission of the vendor.
4. The purchaser is not authorized, without the prior written permission of the vendor, to sell the goods supplied by the vendor
elsewhere in the country of its establishment at its own initiative other than in its own shop(s), from which the goods were ordered
and where the goods were then delivered.
7. PAYMENT
1. The agreed price can be increased by the vendor, on the day on which the agreement is entered into, by as-yet unknown levies or
increases of levies (such as duties and taxes). These levies must be paid by the purchaser as part of the price.
2. Payment for orders must take place within 30 days of the invoice date, unless otherwise agreed between the purchaser and the
vendor in writing.
3. In the event that the purchaser does not meet its payment obligations to the vendor, or does not meet them in full, as stated in
paragraph 2 of this article, the purchaser shall be in default without the requirement of any further reminder or notice of default. ln
such a case, the vendor will be entitled to charge the purchaser interest of 1.5% per month, owed on the full invoice amounts, and
extrajudicial costs to be determined, commencing on the date on which the invoice becomes payable until the date of payment in
full. Part of a calendar month will be deemed a full calendar month in this context.
4. The purchaser is not authorized to deduct any amount of a counterclaim put by it from the purchase price.
5. ln the event of late payment, the vendor is entitled to reimbursement of the extrajudicial costs. Such extrajudicial costs are set at a
minimum of 15% of the unpaid invoice amount including VAT, with a minimum of € 150 or a minimum of the legal regime prescribed
by law in the case in question, without prejudice to the right of the vendor to reimbursement of other loss. incoming payments from
the purchaser in default will first go towards payment of these extrajudicial costs and interest, after which the remaining amount
will be deducted from the oldest outstanding invoices.
6. ln the event that the purchaser does not comply with any obligation to the vendor applicable to the purchaser under the agreement,
a related agreement, agreements entered into previously or thereafter, or in the event that the vendor has a reasonable suspicion
that the purchaser will not be able to comply with any agreement as referred to above in the future, the vendor will be entitled:
a. to require prior payment or (additional) collateral for payment or immediate payment on delivery for payment obligations arising
from all current and future agreements;
b. to suspend the deliveries (including the production of processing of goods intended for delivery), without prejudice to the
vendor’s right to demand simultaneous or later collateral for payment. After the purchaser has then met these obligations, the
vendor can set such a delivery term as is necessary for the production of processing, taking into account the possibilities
available in the vendor’s business and/or in the business of the suppliers of the vendor;
c. to terminate the purchase agreement in question in full or to the extent that it has not yet been implemented;
d. to terminate one of, a number of or all the purchase agreements with regard to which the purchaser is not in default, in full or
to the extent that it is not yet been implemented.
8. SUBMISSION OF COMPLAINTS
1. Complaints relating to delivered goods must be submitted in writing within 5 working days after the purchaser has received the
goods.
2. Complaints relating to invoices must be submitted in writing within 14 working days after the invoice date of the invoice is in question.
lf no complaint is submitted within this period, the invoices will be considered correct and undisputed.
3. The complaints will then be investigated by the vendor as quickly as possible, to determine their validity. lf the complaint is valid,
the vendor will repair the goods, or if this is not possible, will accept their return and replace them, or provide a price reduction.
4. Return shipments must be carriage paid, and take place at the expense and risk of the purchaser, and will only be accepted by the
vendor after the vendor has granted prior written permission for this. Return shipments must be returned within 5 working days.
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5. Returning goods is only possible in the prescribed manner. If the good is yet available, it is by the seller to supply the buyer with a
new instance. If the good is no longer available then the instance is credited.
9. LIABILITY
1. Except in cases of wilful misconduct or gross negligence, the liability of the vendor with regard to the delivered goods is limited as
follows:
a. lf the vendor is liable for direct loss, such liability will be limited to a maximum of the amount to be paid out by the insurance
company of the vendor, or to a maximum of 50% of the invoice amount. The liability of the vendor for direct loss is at all times
limited to a maximum of €25,000.
b. Direct loss shall be deemed solely to mean:
- The reasonable costs incurred in establishing the cause and scale of the loss, inasmuch as the establishment relates to
loss within the meaning of these terms and conditions;
- Any reasonable costs incurred in bringing the faulty performance by the vendor in line with the agreement, unless this
cannot be attributed to the vendor;
- Reasonable costs incurred in the prevention or limitation of loss, inasmuch as the purchaser can show that these costs
have resulted in a limitation of direct loss within the meaning of these terms and conditions.
c. The vendor is not liable for indirect loss, including, in any event, but not limited to: consequential loss, loss of profits, lost
savings and loss resulting from business interruption.
d. The vendor is not liable for loss resulting from an overrun of a set delivery term, due to any cause whatsoever, whether or not
in cases of force majeure as referred to in article 4 paragraphs 3 and 4.
e. The vendor cannot be held liable for loss resulting from an order placed by the purchaser after an applicable order deadline.
2. ln the event that the purchaser is taken to court by a subsequent purchaser for loss resulting from faults in the goods, and the
purchaser wishes to recover this compensation for loss from the vendor, the purchaser must notify the vendor of such a claim
within 5 working days, in respect of which the vendor reserves all defences. lf the vendor is not notified in good time - within 5
working days - the vendor is not liable.
3. On request, the vendor will transfer to its purchasers all rights which the vendor can invoke against its suppliers in the context of
the vaults and quality divergences in question.
10. COMPETENT COURT AND APPLICABLE LAW
1. The court Zeeland-West Brabant has exclusive jurisdiction to hear disputes. In disputes about (money)claims up to € 25,000 the
court Zeeland-West Brabant district court location Tilburg has exclusive jurisdiction.
2. The parties submit to Netherlands law with regard to this agreement and any agreements ensuing from it.
3. The United Nations Convention on Contracts for the International Sale of Goods treaty (CISG treaty; Vienna Convention) is explicitly
not applicable.
11. CONVERSION
ln the event that any clause of these General Terms and Conditions turns out to be invalid or is voided in law, this will not affect the
operation of the other clauses. ln such cases, the vendor is entitled to replace the clause in question with a clause which approximates
its purpose as closely as possible without being invalid or able to be voided.