General terms & conditions

1. GENERAL
These Terms and Conditions apply to all agreements, as well as all offers and deliveries by or on behalf of Militex BV.

2. Where these General Terms and Conditions form part of offers and agreements concerning the performance of deliveries and/or services, whether or not including the supply of the materials, products and/or services necessary for that purpose, all the provisions in these Terms and Conditions will be effective between parties, unless both parties have derogated from them expressly in writing. The same applies where no consideration has been stipulated for the delivery or service. The seller will not accept any reference by the client to its own terms and conditions, unless the opposite has been confirmed in writing in advance by Militex BV.

3. OFFERS, QUOTATIONS & AGREEMENTS
All offers and quotations are free of obligation; an agreement will not be deemed to be effective until the order has been confirmed in writing by Militex BV, or until Militex BV has executed it without prior order confirmation.

4. PRICES
a. All prices quoted by Militex BV are per litre, with the exception of packaging smaller than 1 litre, the price of which is quoted by unit.

b. Orders which are communicated by the client in writing, and whose purchase prices derogate from the prices quoted or applied by Militex BV, will be adjusted and processed by Militex BV. Redress in this respect is not possible; see also Article 7. If the price of the goods has not yet been quoted, Militex BV will produce an order confirmation within 2 days of arrival. The client cannot derive any rights from its order submitted in writing. Militex BV is therefore entitled to decline the order without notice.

c. If, after the formation of the agreement but before the time when the actual delivery by the seller takes place, the prices of the materials, value added tax (or any other national or European turnover tax), import tax, import duties or any other duties, the wages or the freight charges rise, or the seller’s purchase price in Euro rises due to the consequences of a change in exchange rates, the client must pay to the seller the amount involved in the aforementioned rises or one thereof, or the aforementioned change, in addition to the agreed price.

d. Prices quoted by Militex BV are always without discount and ex VAT.

5. DELIVERY TIME; FORCE MAJEURE
a. The delivery times stated in the seller’s order confirmation are indicative only and should not be regarded as absolute deadlines, unless otherwise has been expressly agreed. Failure to meet the deadline for delivery does not entitle the client to compensation or termination of the agreement. If the client refuses to take delivery of the items, the costs arising from this will be charged to the client; in such case the seller will be entitled to terminate the agreement, without prejudice to its right to compensation.

b. Without prejudice to the provisions above under a), the seller will be entitled to the following, at its discretion, if it is unable to fulfil the agreement due to force majeure: i. To suspend delivery until the force majeure situation has ended;

ii. To declare the agreement terminated during the period stated under i), in full or for the part that has not been fulfilled; where such takes place by means of a mere written notification by the seller to the client, and without the client or the seller being able to claim compensation as regards the termination; such also without prejudice to the client’s obligation to pay for what has already been delivered and to reimburse any costs already incurred by the seller.

iii. The seller must decide its choice as described above under i) and ii) within fourteen days of the date of receipt of the request if requested in writing to do so by the client.

c. In the legal relationship between the seller and the client, force majeure is understood to be a business interruption of any nature on the part of the seller, its supplier or its carrier, where the business interruption is not dependent on the will of the seller’s managers and prevents, hampers or otherwise negatively impacts on the fulfilment of the agreement. A business disruption also includes any government regulation affecting the seller’s business or trade, or any delay at suppliers or carriers, or the means of transport used by them or third parties.

6. DISPATCH
a. When deliveries are carriage paid, the cheapest dispatch method will always be chosen. If any other dispatch method is used, the additional costs will be payable by the client.

b. Freight charges will be passed on for deliveries of less than 300kg.

c. In the event that Militex BV receives insufficient instructions or assistance from its clients for the delivery of the goods or receives them too late, we will be entitled to charge all costs incurred as a result to the client and to observe a reasonable later delivery time, or to consider the agreement to be terminated or store the goods elsewhere and insure them, all this at the client’s expense and risk.

7. COMPLAINTS
If the client notices on receipt that the goods and/or packaging are not in good order, this must be noted on the waybill retained by the carrier immediately. Without such a note on the waybill, the client will be deemed to have received the goods in good order. Complaints must be submitted by the client to Militex BV in writing no later than eight days after receipt of the goods. Complaints or disputes – of whatever nature – do not entitle the client to a postponement of payment or compensation. The client will not be held to the term of eight days if it is reasonably required to extend that term in specific cases. The client is entitled to return the delivered goods after written permission from Militex BV. Return consignments are always at the client’s expense, unless otherwise has been agreed in writing.

8. RISK
As soon as the goods ordered by the client have left the warehouses of Militex BV, the risk of these goods is transferred to the client. Acceptance of the goods by the carrier, without a note on the waybill or receipt, is considered to be proof that the packaging was in good order at the time of dispatch.

9. RESERVATION OF TITLE
All the delivered items will remain the property of the seller until the client has complied with all the obligations it has to observe by virtue of the agreement and these General Terms and Conditions, including the obligation to pay the interest sum provided for in Article 10. If, nevertheless, the client wishes to have at its disposal the seller’s property for the purpose of its business, it can legally do such only against simultaneous payment to the seller of all that is due, or on the basis of prior written permission from the seller requested by the client. The Seller will be entitled at all times, where necessary irrevocably authorised to do so by the client under these Terms and Conditions, to inspect and/or take away its property, even when it is at a site or building used by the client.

10. PAYMENT
Payment must take place within thirty days of the invoice date, without any deduction or discount and without setting off any debts. If the client remains in default, it will have to pay by law and without any notice of default a default interest of 1.25% per month of the outstanding invoice amount. All direct and indirect collection charges are payable in full by the client. Militex BV reserves the right at all times to demand payment in advance for each (part) delivery, including freight charges and any other collection costs. The goods will be dispatched after receipt of the payment.

LIABILITY
Militex BV is not liable for any damage due to whatever cause on the part of the client or third parties, occurring in connection with the goods or services supplied by Militex BV, unless the damage has been caused by the willful misconduct or gross negligence of Militex BV. The client will be responsible for furnishing proof for the question of who is to blame. Under no circumstances will the client be able to assert any rights against Militex BV after the client has used, treated or processed part of the delivered goods, has instructed the use, treatment or processing of part of the delivered goods, or has passed them on to third parties. Defects to part of the delivered goods do not entitle the client to reject the delivered batch. If the client’s complaints are justified in the opinion of an independent expert, Militex BV will either pay a fair sum in compensation, up to a maximum of the invoice value of the delivered goods, or replace the delivered goods free of charge after they have been returned in their original condition. In such cases, Militex BV will not be obliged to pay any further damages or any other reimbursement of costs under whatever name.

11. DEVIATIONS
Delivery of 10% more or less than the ordered quantity is permitted. The added or reduced quantity is charged against the unit price. A minor deviation in quality, colour, refraction, pH value, smell, viscosity, etc. will not constitute a reason for rejection. When an assessment is made of whether or not a delivery is outside the acceptable limits, the average of the delivery has to be considered, so a batch cannot be rejected on the basis of a few items. Following notifications by or on behalf of the client regarding the quality, composition, treatment in the broadest sense, possibilities of application, properties, etc. of the goods, guarantees will apply only where they have been given in writing and explicitly in the form of a guarantee. In such cases, the products still have to meet the standard of the reference sample stored at Militex BV.

12. INTERMEDIARIES
Orders accepted via representatives, agents and other intermediaries of Militex BV will be performed, unless they have been rejected in writing or by telephone within three working days.

13. RETURN PACKAGING
If return packaging is made available by the seller, the packaging conditions as stated in the offer will apply.

14. NON-COMPLIANCE
If one party fails to comply with any obligation, or fails to do so properly or in good time, and in the event of an application for bankruptcy, or the bankruptcy or the liquidation of the company, or the applied for or obtained suspension of payments of one party, the other party will be entitled to suspend or terminate the agreement in full or in part, without notice of default or court intervention, without being held to pay any damages, without prejudice to all other rights to which it is entitled, and without prejudice to the right to deliver products correctly at a later stage within a reasonable term in the event of non-delivery or failure to deliver properly or in good time, in which case the client is not entitled to a suspension or termination. Where one of the abovementioned circumstances occurs on the part of the client, all our claims against the client will be claimable immediately and in full, and Militex BV will be entitled to suspend or terminate all the other agreements with the client.

15. GOVERNING LAW
All agreements to be concluded by Militex BV under application of these Terms and Conditions will be governed only by the law of the Netherlands.