Terms and conditions
GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY RIXONA
Article 1: Applicability
1.1 These terms and conditions are applied by Rixona B.V., as well as by all its affiliated companies, hereinafter referred to as "Rixona".
1.2 These terms and conditions apply to all offers made by Rixona, as well as to all agreements with and/or legal acts between Rixona and the (intended) customer, hereinafter referred to as the "Customer", relating to the sale of goods, services and/work.
1.3 The applicability of any other general terms and conditions (of purchase) is hereby expressly rejected.
1.4 These terms and conditions can only be deviated from by written agreement.
1.5 In the event of a conflict between these terms and conditions and written agreements, the written agreements shall prevail over these terms and conditions.
Article 2: Offers, agreement
2.1 All offers made by Rixona are without obligation and the prices stated are exclusive of VAT.
2.2 If Rixona receives an order from the Customer, a purchase agreement will only be concluded after Rixona(i) confirms the order in writing, or (ii) executes the order.
2.3 Rixona reserves the right to require from the Customer before and/or during execution of an agreement.
Article 3: Prices and rates
3.1 The prices quoted by Rixona in its offer are applicable to the agreement.
3.2 The prices of the goods are based on delivery according to FCA (Free Carrier) (agreed place of delivery) incoterms® 2020. unless otherwise agreed in writing, and are exclusive of VAT.
3.3 The introduction and/or increase of important duties, levies, sales tax and/or other takes on (the delivery of) the goods or any raw materials and/or consumables or any other cost increase occurring after conclusion of the agreement, shall be charged to the Customer by Rixona and the Customer shall immediately pay Rixona.
3.4 Costs related to or the result of (possible) restrictive government measures (such as gas shutdown) or the availability of raw materials and auxiliary materials to a lesser extent or under more onerous conditions as a result of the energy crisis will be charged separately by Rixona and invoiced to Customer and will be paid Customer to Rixona.
Article 5: Delivery
5.1 If Rixona fails to (on time) unload the goods made available by Rixona because of a failure caused by Customer, Rixona will be entitled to charge the additional costs of transport and storage to the Customer without a notice of default being required.
5.2 The determination by Rixona of the quantity of goods delivered to the Customer without a notice of default being required.
5.3 All (agreed) delivery times are approximate only. No period communicated by Rixona can be regarded as a strict deadline.
Article 6: Force majeure
6.1 Force majeure releases Rixona from its obligation to deliver within a specified period or on a specified date, and gives it the right, if necessary, to suspend, or to wholly or partially terminate the corresponding agreement by means of a written notification to the Customer, without the Customer bein entitled to compensation.
6.2 6.2 Force majeure means any circumstance or event that cannot be attributed to Rixona, as a result of which Rixona cannot reasonably be expected to fulfil its obligations, including - to the extent not already included - insufficient harvest, crop failure, operational failure, strike or interruption of operation of any nature, fire, railway strike, defective vehicles, transport problems of any nature that impedes, obstructs or delays transport to Rixona and/or from Rixona
to the Customer, late delivery by one or more suppliers, cybercrime such as but not limited to cyberattacks, malware, phishing
and DDos, malfunctions or failures in the supply of energy, the internet or other (tele) communication facilities or technological systems, civil war or war, epidemic, pandemic, health authority orders related to epidemic or pandemic and conditions in general that disrupt the regular production and/or operation of Rixona, or the delivery to the Customer.
6.3 Insufficient harvest or crop failure means the complete or partial failure of harvest of the raw materials and/ or consumables required by Rixona, as a result of which Rixona cannot obtain the required raw materials and/or consumables, is unable to do so in good time, or only under more onerous conditions.
Article 7: Retention of title
7.1 All goods delivered to the Customer by Rixona shall remain the property of Rixona until the Customer has met all its obligations towards Rixona relating to any current, previous and future deliveries of a similar nature and relating to activities performed or yet to be performed by Rixona. Until that moment, the Customer shall be deemed to keep the goods on behalf of Rixona.
7.2 Until the moment the Customer has fully fulfilled its obligations towards Rixona, the Customer is only entitled to process or dispose of these goods, to the extent this is part of the normal conduct of its business.
7.3 The Customer is obliged to inform Rixona immediately if third parties assert or intend to assert rights to the goods subject to the retention of title by Rixona.
7.4 Pursuant to Article 7.1, Rixona shall always be entitled to collect these goods without having to give prior notice. At the first request of Rixona, the Customer will cooperate fully with this, including providing access to the area where the goods are stored and the removal of these goods.
Article 8: Acceptance and complaints
8.1 The Customer is obliged to sufficiently inspect the delivered goods or to have them inspected upon delivery and in any case prior to treating or processing them, to ensure that they are in accordance with the agreement (including the quality and type).
8.2 Complaints relating to the quantity of goods delivered and other defects visible upon delivery must be reported immediately to Rixona on the accompanying documents and by e-mail, including the most detailed possible description of the nature and extent of the alleged defects. Minor deviations from the agreed properties and/or quantities shall not be regarded as defects.
8.3 Complaints relating to defects that were not visible immediately upon delivery must be submitted to Rixona in writing, at the latest within two working days of discovery thereof, with the most detailed possible description of the nature and scope of the alleged defects, but in any event within one month of delivery of the goods concerned and before the moment the Customer uses the goods in its production process, processes or repackages the goods or sells the goods.
8.4 If no complaints about defects have been made in good time regarding the goods, in accordance with Articles 8.2 and 8.3, or if the Customer uses the delivered goods in its production process, processes or repackages the goods or sells the goods, the goods will be regarded as accepted and the Customer has granted Rixona full discharge in respect of those goods. Any claim of the Customer in respect of any defects will therefore lapse and complaints in this respect will not be dealt with.
8.5 Complaints will not be dealt with and any claim by the Customer will lapse if, after delivery, the nature and/or composition of the goods have been changed, are damaged in whole or in part, transferred to another package, are repackaged, the shelf life has expired, the goods have not been stored in the prescribed manner or the goods have been used for a purpose other than that for which they are intended.
8.6 In the event of a timely complaint, in accordance with Articles 8.2 and 8.3, the Customer is obliged to adhere to the instructions of Rixona concerning keeping the goods available or returning them.
Article 9: Liability
9.1 The liability of Rixona is limited to direct damage and will not exceed the invoice amount {exclusive of VAT) of the goods delivered to which the liability relates.
9.2 In no event shall Rixona be liable for any indirect damage, including any damage which is not the direct result of failure, loss of goodwill, loss caused by business interruption, reputational damage, loss of profits and loss of sales, loss of savings, costs relating to removal from the market and/or withdrawal (including recall) of goods delivered by Rixona and/or processed goods which include goods delivered by Rixona, compensation (including fines and penalties) payable to third parties, and losses caused by delays.
9.3 Notwithstanding the foregoing, the liability of Rixona is in any event limited to a total liability of EUR 250,000 (two hundred and fifty thousand euros) per agreement or - if this amount is lower-the amount paid out under the liability insurance of Rixona, plus any deductible that may be due, as long as the value of the deductible does not exceed the invoice amount (exclusive of VAT) of the goods delivered to which the liability relates.
9.4 The limitations of liability specified in this article shall not apply if and insofar as the damage is the result of willful intent or gross negligence on the part of Rixona or the management of Rixona.
9.5 If the Customer removes or modifies the packaging of goods intended for consumers and delivered by Rixona, if it fails to treat the goods in accordance with the instructions or otherwise treats them carelessly, or if it sells and/or supplies goods directly to consumers which are not intended for this purpose, Rixona shall not be liable for any resulting damage.
9.6 The Customer indemnifies Rixona against all third-party claims for compensation of damage for which Rixona is not. or would not be, liable under the provisions of the foregoing paragraphs of this article. To the extent that a relationship between Rixona and the Customer could be regarded as a continuing performance contract, the Customer expressly waives any right to compensation (such as - but not limited to - unearned investments and accrued goodwill) in the event that this relationship ends for any reason whatsoever.
Article 10: Returns
10.1 Returns are only permitted if Rixona has agreed to such in writing in advance or if such returns are executed by or on behalf of Rixona.
10.2 Returns are at the expense and risk of the Customer.
Article 11: Packaging
11.1 All reusable packaging, including but not limited to barrels, containers and pallets, remains the property of Rixona. It is given on loan to the Customer and the Customer must immediately return it to Rixona at the expense and risk of the Customer. Unless agreed otherwise in writing, Rixona only takes back this packaging if it is undamaged. The Customer is not authorized to sell or otherwise dispose of this packaging.
11.2 Unless the Customer can prove otherwise upon receipt, it is assumed that the Customer has received the reusable packaging in good condition. Rixona will charge the Customer for the repair costs of any damaged reusable packaging. Loss of the reusable packaging shall also be charged to the Customer at the additional charge stated in the offer. The reusable packaging is considered lost if the Customer has not returned it within three months of receipt.
11.3 The disposable packaging is part of the delivered goods and will not be collected by Rixona.
Article 12: Payment