Article 1 General
1.1 In these terms and conditions, the following terms have the following meanings:
(a) Terms: these terms and conditions;
(b) Supplier: VWR International B.V., if
apply to their legal successors;
(c) Customer: any (legal person) who has made or has entered into an agreement with the Supplier, or to whom or on behalf of the Supplier an offer or quotation has been issued or issued, or to whom or on behalf of of
Goods delivered or delivered by or on behalf of Supplier, or one or more services performed by or on behalf of or for the benefit of Supplier.
1.2 All offers, quotations issued, agreements entered into and their performance by or on behalf of the Supplier, as well as all deliveries and services performed by or on behalf of the Supplier, shall be
be bound by these terms.
1.3 Deviations from these terms and conditions apply only if agreed in writing by Supplier and Customer.
1.4 The applicability of other general terms and conditions other than these, including the purchase conditions and/or other general terms and conditions or their use is expressly excluded
customer. The customer, by accepting an offer or quotation made by or on behalf of the supplier, accepts the applicability of these terms and conditions, to the exclusion of other general terms and conditions, by
To enter into an agreement with a supplier to accept delivery of goods by or on behalf of a supplier, or to accept services provided by or on behalf of a supplier.
Article 2 Quotation
2.1 Every offer or quotation by or on behalf of Supplier is without obligation and is not binding on Supplier, unless otherwise expressly stated in writing by Supplier or otherwise agreed in writing by the parties.
agree.
2.2 Price lists, brochures, catalogs, leaflets and other data (even in digital form) provided by or on behalf of the supplier have been compiled with the greatest possible care but are binding on the supplier.
Only if expressly confirmed in writing by the supplier.
2.3 All data and images relating to an offer or an offer remain the exclusive property of the supplier. Without the prior written consent of the supplier, the customer shall not be allowed
Copy or use any material in whole or in part. Use of this material must be limited to the customer's own use in the event of placing an order with the supplier. first request
All Supplier materials must be returned to Supplier immediately.
2.4 If no agreement is reached, the supplier is entitled to charge the buyer a reasonable fee in connection with the offer or quotation.
Article 3 Establishment and content agreement
3.1 When the supplier accepts the customer's assignment or order, an agreement is concluded between the supplier and the customer, the scope and content of which is effective from the date of acceptance.
by the supplier. Orders or assignments placed by Customer to Supplier are deemed binding and irrevocable upon receipt by Supplier.
In writing, electronically or by telephone or in any other form, unless the relevant order or assignment is conditional upon its expression.
3.2 The Supplier is only bound by an agreement entered into by one or more persons who have the authority to bind the Supplier.
3.3 Changes or cancellations of orders or transfers in whole or in part can only be made with the prior written consent of the supplier, provided that the supplier has executed
Activities are reimbursed by the buyer. In the event of a change or cancellation of an order or transfer, the Customer is obliged to pay the Supplier the relevant charges on the Supplier's first request, and
Supplier reserves the right to charge Buyer for these costs and to reschedule delivery where applicable.
3.4 Adjustments or amendments to the agreement can only be made through documents signed by both parties.
3.5 For work or tasks for which, due to their nature and/or size, no quotation or order confirmation has been sent, it is agreed that the Supplier or the Supplier shall
Start the delivery.
3.6 The agreement between the parties is concluded on the condition that the Supplier and the Supplier's other contractual partners fulfill their obligations in a timely and correct manner.
3.7 The Supplier has the right to, after signing the Agreement, at least until the Supplier begins to perform the Agreement or continues to perform
The customer is required to provide adequate guarantees regarding the timely performance of its obligations by the customer.
3.8 The Supplier is authorized to engage third parties for the execution of the Agreement. This fee will be passed on to the customer.
Article 4 Prices and costs
4.1 Unless otherwise agreed in writing by the parties, each offer by the supplier is without obligation.
4.2 Prices indicated by the Supplier in any way are always exclusive of VAT and any additional charges, including but not limited to shipping charges, administration charges, etc., unless otherwise stated.
Supplier is entitled to an administration fee if the Goods delivered do not exceed a specific invoice value determined by Supplier.
4.3 At the specific request of the customer, it is possible for the supplier to provide the customer with goods and/or services that do not fall within the scope of the supplier's standard (third-party procurement). in there
In such event, all costs involved (including but not limited to personnel costs), regardless of their amount, will be billed to Customer by Supplier.
4.4 Any fees charged by Supplier to Supplier will be passed on to Customer by Supplier. This also applies in particular to third-party procurement of goods.
4.5 For the delivery of ethanol, the supplier will charge the established excise surcharge. If the buyer provides the supplier with a
Obtaining a GST Exemption Permit allows GST-free deliveries. Any costs associated with related documentation, including but not limited to personnel costs, will be borne by
Supplier to customer.
4.6 Supplier will reasonably charge Buyer additional charges for Goods that require tempered transport, including but not limited to transport at specific temperatures.
4.7 At the request of the customer, the supplier may provide the customer with a declaration regarding the origin, composition and/or identity of the delivered goods. suppliers can
Charge Buyer a reasonable fee for posting such notices.
4.8 The Supplier may provide certain services at the Customer's request, including but not limited to installation of equipment, advice, generation of applications and/or publication of certain documents, etc.
Supplier may charge Buyer a reasonable fee for the services provided by Supplier.
Article 5 Risk
5.1 The risk in the goods which are the subject of an agreement between the supplier and the customer will pass to the customer upon delivery of these goods to the customer.
5.2 The costs of unloading the goods and any assembly, installation and commissioning are always borne by the customer.
Article 6 Delivery
6.1 Unless otherwise agreed in writing, delivery will be made promptly (freight unpaid) to the customer's company (or home) or other location designated by the customer.
6.2 Unless otherwise agreed in writing, the delivery time is the time when the relevant goods arrive at the customer. This also applies if the supplier returns the product
Delivery must be assembled, installed and/or commissioned.
6.3 Any shortages, defects and damages must be reported by the buyer to the supplier in writing within 24 hours of delivery, otherwise the goods will be deemed to be delivered undamaged.
Complete and without damage or damage has reached the customer.
6.4 The Supplier is entitled to partial deliveries, in which case the parts may be invoiced separately. In such case, the customer is obliged to pay a separate invoice as specified here
situation.
6.5 The supplier shall try to shorten the delivery time as much as possible. The supplier is obliged to comply as far as possible with the specified delivery times or delivery deadlines, whereby the customer acknowledges that the supplier
Delivery time depends on its own supplier. If the supplier exceeds the agreed delivery period, the customer must notify the supplier in advance of the breach of contract
Supplier will default in this respect. The supplier shall not be liable to the customer for any damage caused by exceeding the delivery time or deadline. In addition, more than
Delivery times or delivery deadlines The buyer has no right to cancel or rescind the agreement or refuse to accept the goods, unless the buyer sets a reasonable deadline for the supplier in advance
obey.
6.6 The supplier may charge the customer for the goods not picked up by the customer on time and store them at the customer's expense. Also, it does not deliver timely purchases
The buyer ordering the goods has the right to terminate the agreement without prejudice to the supplier's right to claim damages.
6.7 Delivery of the Goods takes place at the most convenient location for the Supplier, at the Supplier's option. In special cases, the customer may specify a specific delivery location. In that case it will
The supplier instructs the carrier to deliver the goods to the named place as far as possible, provided that this does not create any legal or practical obstacles and does not result in loss of time or
higher costs. If necessary, the supplier will quote separately for the customer's special requirements.
Article 7 Transportation and Packaging
7.1 The Supplier is free to decide how to pack, transport and/or ship the Goods, subject to due observance of legal provisions.
7.2 The cost of any specific wishes of the customer regarding packaging and/or shipping and/or shipping will be borne by the customer. Suppliers have the right to fulfill specific wishes at any time
Buyer's regulations regarding packaging and/or shipping and/or shipment.
Article 8 Packaging
8.1 Only durable packaging in good and usable condition may be taken back by the supplier from the buyer at cost, and only if this packaging is disposed of separately in accordance with the following conditions
The amount of the cost price shall be indicated on the delivery document or invoice.
8.2 If the buyer returns the packaging (including but not limited to pallets and return drums) to the supplier in a condition that is not as good as it was when it was delivered
Suppliers have the right to charge reasonable fees for the purchase of related commodities. The customer has no right to set off the value of all or part of the packaging at any time
What it owes its suppliers. In addition, the Supplier reserves the right to charge a booking fee if certain packages are not returned on time.
Article 9 Force Majeure
9.1 In the event of force majeure, the supplier is not obliged to fulfill its obligations, provided that the supplier informs the customer of the occurrence within a reasonable period. In this case, the supplier can choose a
Specify new terms of delivery and/or new conditions or terminate the agreement.
9.2 Force majeure referred to in the preceding paragraph is understood to mean any circumstances beyond the Supplier's control which prevent the Supplier from fully performing its obligations on time or in perpetuity.
prevent or make it so difficult that the supplier cannot reasonably be expected to perform in a timely or complete manner.
Article 10 Warranty
10.1 The supplier takes due care of the ingredients in its regular range. However, the supplier does not provide any warranty for the goods it supplies. The supplier will, upon request
Forwarding of customer complaints or claims under guarantees to suppliers of suppliers or producers of the goods concerned.
10.2 The Supplier will provide any Services to the Customer to the best of its ability, but makes no guarantees in this regard.
Article 11 Complaints
11.1 Any complaint from the customer will only be dealt with by the supplier if it is received by the supplier in writing within 10 (ten) days of delivery.
11.2 If the supplier accepts the complaint, the supplier will ensure compensation and/or replacement of the goods in question. Any compensation is limited to the invoice amount
The supplier has or will send the delivered goods to the customer.
Article 12 Return Requirements
12.1 Only if the supplier agrees in advance about the return and the return is accompanied by
Indicate the return order number provided by the supplier.
12.2 Return requests will only be accepted if made in writing within 10 (ten) days of delivery of the relevant goods. Only when the goods are in
Close the original packaging, if the original packaging is not damaged, written on, pasted or otherwise damaged.
12.3 Goods which do not belong to the regular scope of the supplier and goods which are specially purchased and delivered by the supplier at the customer's request cannot be returned. Also, no returns
Where the best before date has expired or expires within 14 (fourteen) days of delivery.
12.4 The Supplier may charge the Buyer a reasonable fee in connection with (acceptance of) returns and related stock of the Goods.
Article 13 Payment
13.1 Unless otherwise agreed in writing by the parties, the Customer must pay the invoice sent by the Supplier within 14 (fourteen) days of the invoice date in the manner stated on the invoice.
13.2 If the invoice is not paid within the time limit specified in the preceding paragraph or otherwise agreed in writing by both parties, the customer will be in breach of contract according to law
Further notice of default will be required. In such event, the Customer owes the Supplier 1% interest per month commencing on the due date of the relevant invoice.
Article 14 Retention of title
14.1 Without prejudice to the provisions of these Terms and Conditions regarding the transfer of risk, the supplier retains title to its delivered goods until the customer has fully fulfilled its obligations.
In accordance with the relevant agreement, including the full payment of the invoice sent by the supplier to the customer for the relevant delivery.
14.2 The customer hereby undertakes to fully cooperate with the supplier between now and then if the supplier wishes to take back the delivered goods.
Article 15 Statutory regulations/instructions
15.1 by
supplier. The supplier assumes no liability in this regard and releases the customer from any liability in this regard.
15.2 The Supplier is not responsible for the Customer's compliance with applicable laws and regulations, including those mentioned in the previous paragraph.
15.3 The customer must be properly informed about the permissible application of the goods ordered and delivered and the customer must comply with any instructions of the manufacturer of the goods concerned.
merchandise.
Article 16 Liability
16.1 Any liability of the supplier is limited to the amount of the invoice that the supplier has or will send to the customer for the delivered goods. In addition, the supplier's responsibility
limited to direct damage. Supplier is never liable for consequential and consequential damages.
16.2 The supplier is only liable for damages caused intentionally or by gross negligence of the supplier. Supplier's liability is in no event limited to the amount paid
The event in question is covered by the supplier's insurance, so a sequence of events occurring in a particular situation will be referred to as an event for the purposes of this definition
article.
16.3 The customer must report any damage to the supplier within fourteen (14) days of the harmful incident. Notices to suppliers under this section shall be
Made by registered mail. If the customer fails to report the damage to the supplier promptly or in the prescribed manner, the supplier shall under no circumstances be obliged to compensate any damages.
16.4 Without prejudice to the provisions of these Conditions, the supplier shall not be liable for damage caused by incorrect or improper use of the relevant goods.
16.5 Any advice provided by the Supplier to the Customer is voluntary and non-binding, and the Supplier shall not be liable for it. Such advice does not relieve the client of the obligation to determine its suitability
Test delivered goods before use and use related goods correctly. The provisions of this paragraph also apply to other services and services provided by the Supplier, such as
Equipment installation, etc.
16.6 The buyer indemnifies the supplier against claims made by third parties for the use of the goods delivered to the buyer by the supplier.
Article 17 Applicable law and choice of forum
17.1 The legal relationship between Supplier and Customer, including quotations, orders, agreements and deliveries, is governed exclusively by Dutch law.
17.2 All disputes between Supplier and Customer will be referred to the competent court in Amsterdam.
These general terms and conditions were last submitted to the
Amsterdam Chamber of Commerce, number DS04038098.