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Terms of Delivery

1 General

These terms of delivery apply to all offers and agreements made by Enpaco Europe B.V., unless expressly stated otherwise in writing. All our offers are subject to change without notice and are non-binding.

2 Price, payment

If between the date of purchase and the date of delivery any changes occur in rights, duties, taxes, insurance, stamps and transfer or freight rates, resulting in increased costs, Enpaco Europe B.V. reserves the right to adjust prices accordingly.

Payment shall be made within 30 days after the invoice date, without deduction or discount and excluding any debt statement.

Payment will be deemed to have occurred on the date on which the amounts due are debited on the bank account mentioned on the invoice.

In the case payment has not been made in full after the expiry of the applicable term for payment, the counterparty shall be in default, without formal notice of default being required. As from the moment it is in default, the counterparty shall owe interest on the amount due at a rate of 1,5 percent per month.

3 Stipulation of delivery

The stipulation of delivery, as drafted in the contract of sale, has the general meaning as is known in the Netherlands, unless the International Chamber of Commerce and Industry has made specific regulations in the so-called Incoterms, with regard to the interpretation of the stipulation of delivery, in which case the most recent amendments of these regulations are applicable.

4 Warranty and complaints

Statements made by, or on behalf of, us and/or the manufacturer regarding the quality, the application possibilities, the treatment in the broadest sense, and the general qualities of the goods, are binding to us and/or our manufacturer only if they are made in writing with the unmistakable intention of offering a guarantee.

Except for what is stipulated hereafter with regard to the terms in which claims can be made, the customer is at all times required to examine the delivered goods before taking them, or having them taken, into use.

Complaints must be submitted, under penalty of forfeiture of the buyers right to claims, no later than eight days after arrival of the goods at the destination specified by the buyer, or in the absence of such a statement no later than eight days after the acquisition of the goods.

Complaints must be based on the quality or condition of the goods at the time of the transferring of the risk of the goods from Enpaco Europe B.V. to the customer, in accordance with the agreed upon stipulation of delivery. Putting the goods into use, or reselling the goods, shall be deemed as acceptance of the goods.

If the validity of the claims has been established, we will grant a reasonable reduction in price. Or, if the goods involved are returned, for as far as possible, we shall at our expense redeliver the goods.

Possible return of goods can take place only after our written approval. We will never be obliged to reimburse more than the invoice value of the goods involved.

5 Liability

5.1 General

Apart from what is stipulated in Article 4, the buyer assumes the risk of any damage that may result from the reception, storage, and use of the goods he received.

Neither the vendor, nor the manufacturer, nor the persons appointed by Enpaco Europe B.V., with regard to the execution of the contract, who perform services in connection thereto or are otherwise involved, shall be held liable by the customer for the aforementioned damage which is taken at the customers own risk.

Customer shall also indemnify Enpaco Europe B.V. against liability, as mentioned above, in connection to damages caused by enterprises related to the customer.

5.2 Third party claims

Should any third party claims of liability be held against Enpaco Europe B.V. arising from or in connection with the (late, incomplete, or incorrect) delivery or operation of goods, the limitation of liability of Enpaco Europe B.V., as stipulated in Articles 4 and 5, is also applicable. Customer shall indemnify Enpaco Europe B.V. from any further liability to third parties.

5.3 Operating instructions

Upon delivery of the goods, Enpaco Europe B.V. shall, as far as is necessary and/or is required, provide the customer with operating instructions and regulations with respect to the use of the named goods and the purposes for which they can be utilized.

Enpaco Europe B.V. may assume, unless specifically stated otherwise in writing by the customer, that the customer and his employees, or the persons who are working or staying with the goods directly or indirectly via the customer – all this in the broadest sense –, including the customer’s customers and any further users, have access to the aforementioned instructions and regulations, and that they have command of the language, to the extent that they are able to take note thereof, and act accordingly, provided that the language is Dutch, English or German.

The customer is obliged to pay all relevant costs and is to ensure that his personnel, or the persons dealing with the goods directly or indirectly in any way, will adhere to the instructions and regulations, and that the aforementioned instructions and regulations will be issued in sufficient quantities to all customers and users.

6 Force majeure

The obligation to deliver casu quo to purchase, resulting from the contract of sale is repudiated, to the extent and for as long as the fulfilment thereof cannot be demanded based on the rules of reasonableness and fairness.

Conditions of war, fire, governmental regulations, lockouts, strikes and/or delays in deliveries by suppliers from which we, or the companies connected to us, purchase the goods involved, will, among others, be considered as conditions in which the obligation for fulfilment cannot be demanded based on the rules of reasonableness and fairness.

In the aforementioned circumstances we are entitled - after negotiating with the customer, unless that is impossible – to repudiate the contract of sale, taking effect at once, and by means of a single notification without interference of a judge, and without the possibility of liability for resulting damages thereof.

7 Retention of title

We reserve the ownership of the goods until the full amount of the invoiced price has been paid, even in cases of delivery in installments. In cases where payment is not made within the prescribed term, Enpaco Europe B.V. is entitled, without any notification or judicial intervention, to return the goods to a destination specified by Enpaco Europe B.V, retaining the other rights as formulated elsewhere in these conditions. During the retention of title, the customer is entitled to use the goods in the ordinary course of business.

8 Non-compliance

If customer, after being summoned by Enpaco Europe B.V. to fulfill his obligations, does not fulfill his obligations, as stipulated under the contract of sale, Enpaco Europe B.V. is entitled, without judicial interference, to terminate the sales contract by a single notification, taking effect immediately, while retaining Enpaco Europe B.V.’s full rights for compensation. The same is true if we consider present reasons to ask the buyer to give us certainty about the settlement of his current sales and buyer refuses to listen to this.

The same conditions apply if Enpaco Europe B.V. deems It necessary to demand from the customer a guarantee regarding the fulfillment of the customers obligations, as stated under the contract of sale, and the customer refuses to comply.

9 Conveyance of rights and obligations, and transfer of title

Without written permission by Enpaco Europe B.V, the purchaser is not entitled to transfer his rights and obligations, completely or partially, to a third party, or to have the contract completely or partially executed by a third party.

10 Applicable law and disputes

Any contract or agreement made by Enpaco Europe B.V. is governed by and construed in accordance with the law of the Netherlands.