1. These General Terms apply to any offer made by Kordia and to any agreement concluded between Kordia and a client (hereinafter referred to as "the buyer"), and to the execution of such an agreement.
2. Conditions which deviate from these terms shall expressly be agreed upon in writing and are to be regarded as supplementary, in as far as they do not supersede the stipulations of these terms.
II OFFERS / AGREEMENT
1. All offers shall be without engagement, unless they include a time. If any offer made without engagement is accepted by the buyer, Kordia shall have the right to withdraw the offer within two working days after having received the acceptance.
2. An agreement is conduded at the moment of the express acceptance of the order on the part of Kordia in a manner which is customary in the trade.
III PRICES
1. In general, the prices shall be fixed upon the acceptance of the order.
2. Prices are:
a. exclusive of VAT and ex seller's premises if the place of delivery is within the Benelux
b. exclusive of VAT, costs of packing, import duties, other taxes and levies, and costs of loading and unloading, transport, insurance, quality control and/or other reasonable costs examination if the place of delivery is outside of the Benelux;
c. the prices shall be deemed to be quoted in Dutch or Belgian currency or in Euro's, such as stated in the invoice.
IV SUPPLY AND TIME OF DELIVERY
1. Times of delivery stated shall never be regarded as limits of time, unless expressly agreed otherwise. Hence, in case of delayed delivery Kordia must expressly have been declared in default in writing.
2. The place of delivery shail be Kordia's warehouse or processing room. From that moment on, the risk of loss and or damage is for the buyer.
3. lf the buyer should not have taken up any products ordered at the agreed place and time, any loss in quality possibly resulting from storage shall be at the buyer's risk. The products ordered shall be at his disposal, stored at his expense and risk.
4. Kordia reserves the right to refuse to carry out orders if the buyer failed to pay prevlous deliveries within the term of payment agreed upon. Kordia shall not be liable for any damage or loss incurred by the buyer as a result of non-delivery.
V FORCE MAJEURE
1. If, owing to force majeure, delivery cannot be effected in conformity with the agreement, Kordia is to inform the buyer of this as quickly as possible.
2. In case of force majeure Kordia can, after consultation with the buyer, either cancel the agreement or suspend delivery until the moment that the case of force majeure ceases to exist.
3. Force majeure is understood to mean: any circumstance beyond Kordia's direct control, as a result of which execution of the agreement can no longer be reasonably required, such as, among other things, war, impending war, strikes, fire, extreme weather conditions, government measures or exceded deliveries caused by the supplier of Kordia.
VI QUALITY AND HEALTH
1. The products to be supplied shall meet the customary standards of quality applicable for the relevant products. Whenever available, Kordia will supply a analysing certificate to the buyer.
2. The products to be exported shall furthermore meet the government requirements applicable in the country of the buyer in respect of the relevant products.
VII CLAIMS
1. Complaints concerning visible flaws of products supplied should be reported to Kordia in writing immediately after they have been established or in any case within eight days of shipment. Moreover the buyer or receiver of the goods shall make a note of the complaint on the relevant transport documents in order to confirm the fact that the complaint existed at the time of delivery of the products.
2. Complaints concerning hidden flaws should be reported to Kordia immediately on establishing these flaws, and ultimately within two months from the date of delivery, and should at any rate be lodged with Kordia in writing in such manner that Kordia will be in a position to verify or have verified that the complaint is justified on the spot and/or fetch back the products delivered.
3. Complaints should at least contain:
a detailed and accurate description of the flaw;
b. a statement of any further facts from whioh can be deduced that the products supplied and the products rejected by the buyer are indeed
one and the same.
4. Complaints concerning part of the products supplied cannot be a cause for rejecting the entire consignment.
5. After expiry of the terms mentioned above the buyer is deemed to have approved the products delivered, or the invoice. As from that moment Kordia shall not deal with any claims. The same rule is applicable if the delivered goods were manipulated after the delivery or if the buyer did not observe actions who were requisited by Kordia.
VIII LIABILITY
1. The compensation by Kordia of any damage sustained by the buyer shall be limited to the invoice value of the consignment to which the complaint relates, unless the buyer proves that the damage is caused by willful intent or gross negligence on the part of Kordia himself or executive officers of Kordia. Kordia has the right to settle this debt by replacing the defective product by a similar specimen.
IX PAYMENT
1. Payment shall be made, at Kordia's option:
a. net cash on delivery or by cheque
b. by deposit er remittance to a bank or giro account designated by Kordia, within twenty one days after the date of invoice.
2. It shall not be competent for the buyer to deduct from the purohase price owed any amount on account of a counter claim put forward by him. The buyer shall not be allowed to suspend payment on the basis of a complaint respecting the consignment.
3. The buyer will be in default by the mere lapse of the term of payment agreed upen, without any separate notice of default being required.
4. In case of default on the part of the buyer, Kordia shall be entitled to charge the buyer 1.5% interest per month as from the due date of the invoice up to the day of settlement in full. In case of default on the part of the buyer, Kordia shall also have the right to charge buyer the exchange rate loss incurred as a oonsequence of this default.
5. If payment has to be effected through the mediation of third parties, all resulting costs - both at law and otherwise - shall be at the buyer's expense. This means that the defaulting buyer - regardless of legal costs, if any - shall be at forthwith payable sum equal to 15% of the invoice amount or the actual collection costs on account of the costs resulting from his default.
XII RETENTION OF TITLE
1. As long as the buyer has not paid the full purohase price, title in the products supplied shall remain with Kordia. The buyer has to keep this products as carefull as is possible.
2. In the event of a delay in the payment of one or more invoices that have become due and if the actual circumstances of the case and a reasonable consideration of parties' interest leave no other option, then Kordia shall have the right to forthwith take possession of the products supplled, as well as of the packing and other durable materials (cartons, containers stacking trolleys etc.) and to remove them from the place where they were stored. The buyer will always be obliged to pay the agreed price to Kordia.
XIII APPLICABLE LAW/DISPUTES
1. All agreements to which these General Terms fully or partly apply, shall be governed by the law of the Netherlands.
2. Any disputes (inciuding these which are only regarded as such by one of the parties) relating to or arising from agreements concluded between Kordia and a buyer who is established abroad, to whioh these General Terms apply, can be subjected to the judgment of the competent Dutch Court of the district in which Kordia has established his business.
3. In deviation of the stipulations made under 2 Kordia and buyer, established at home or abroad may agree te submit a dispute to an arbitration committee, whose award shall be accepted as binding by both parties.
XIV FINAL STIPULATION
1. In those cases which are not covered by these General Terms, the law of the Netherlands shall also apply.
2. If and in so far as any part or any stipulation of these General terms would appear to be in conflict with any strictly binding national er international statutory provision, the said part of the stipulation shall be deemed not to have been agreed upon and the remaining General Terms shall continue to be binding on both parties.