Article 1 – General

These General Conditions of Sale shall apply to all offers, order confirmations and deliveries by Solvochem (hereinafter referred to as “Seller”) and shall form an integral part of the Sales Agreement between Seller and Buyer. Any deviation from these General Sales Conditions shall be invalid unless expressly agreed and in writing. No other General Conditions shall be applicable or set aside these General Sales Conditions.

Article 2 – Formation of the Sales Agreement

Any quotations and offers made by Seller shall be without engagement unless explicitly stated otherwise. The agreement (“Sales Agreement”) between Seller and Buyer, is only formed by acceptance of Seller’s letter of confirmation by Buyer.

Article 3 – Prices

The price is based on the exchange rates, duties, taxes, freight-, storage- and insurance charges applicable at the time of the formation of the Sales Agreement. In case of any material changes in the applicable rates, duties, taxes or charges after the date of formation of the Sales Agreement but prior to the agreed date of delivery, Seller shall have the right to adjust the price accordingly.

Article 4 – Payment

4.1 Payment is to be made into the bank account of Seller in full in the agreed currency without any deduction(s) and without the set off of counter claims(s). If Buyer fails to pay any amount when due, then, without prejudice to any other right Seller may have:
(a) a default interest of 1,5% per month on the amount outstanding shall become due;
(b) all costs, including judicial, made in order to obtain payment by Seller of the amount or amounts due, shall be for account of Buyer.
4.2 Amounts paid by Buyer shall be credited by Seller against the debts receivable by Seller from Buyer, including those pursuant to section 4.1, in the chronological order of the due dates of the debts.
4.3 If the Sales Agreement provides for payment by a letter of credit, Buyer shall open an irrevocable, confirmed letter of credit before the agreed date and to be payable at the desk of the agreed bank in Rotterdam or any other city established by Seller for the full amount of the purchase price in exchange for the documents indicated by Seller according to L/C terms.

Article 5 – Transfer of title

The right of property in the goods delivered shall remain vested in Seller until the purchase price has been paid in full. During the period the property is still vested in Seller, Buyer shall hold the goods in trust for Seller. If Buyer fails to pay the purchase price of the goods pursuant to the agreed payment term, Seller shall have the right to repossess the goods, without any prior notice being required.

Article 6 – Delivery

6.1 Delivery Terms shall be interpreted pursuant to the Inco-Terms published by the International Chamber of Commerce applicable at the date of the Sales Agreement.
6.2 The risk in the goods shall pass from Seller to Buyer at the permanent flange connection at the place of loading nominated by Seller, unless explicitly agreed otherwise in writing.
6.3 Buyer is obliged to take delivery of the goods within the agreed lifting period.
6.4 If the Sales Agreement provides that Seller shall arrange transportation, loading of the means of transportation is performed under Buyer’s full responsibility, irrespective of whether the loading is actually performed by Seller. Seller shall not be responsible for any damage or other consequences resulting from improper loading except in the event of Seller’s gross negligence.
6.5 All periods of time in this article are to be considered fatal.

Article 7 – Nomination and substitution of vessel

7.1 Vessel to be nominated by Buyer at least seven (7) clear working days prior to vessel’s arrival at the place of loading, otherwise any demurrage will be for the account of Buyer.
Barges to be nominated by Buyer at least two (2) clear working days prior to actual date of delivery at the place of loading, otherwise any demurrage will be for the account of Buyer. If buyer makes a nomination without observing this notice period, Seller shall make his best efforts to afford Buyer a place of loading as soon as possible but at Buyer’s risk and account.
Buyer shall inform Seller soonest of vessel’s readiness to load and shall keep Seller informed of any variation or alteration in this expected date.
7.2 Buyer shall be allowed to substitute a nominated vessel. Buyer shall notify Seller of such substitution as soon as possible but not later than 3 (three) clear working days before the estimated readiness to load of the original vessel. The substituting vessel must be expected ready to load not later than 5 (five) clear working days after the last reported estimated time of readiness of the original nomination.
7.3 Nominations received by Seller after 15.00 hours Central European Time (CET) shall be deemed to have been received the next working day at 09.00 hours.
7.4 All periods of time in this article are to be considered fatal.

Article 8 – Demurrage

8.1 Rate of demurrage shall be the same as per the actual charter party of the vessel unless explicitly agreed otherwise. Demurrage claims must be submitted to the other party in writing (with supporting documents to follow including time sheet at place of loading) within 60 (sixty) calendar days of bill of lading date of the vessel or no action shall lie against the other party.
8.2 In the event of any delay whether in connection with the vessel’s turn to load, provision of a berth for the vessel, berthing or loading for the vessel or otherwise, any liability of Seller shall be limited to payment of demurrage and Buyer shall not be entitled to complain directly or indirectly of any delay except for the founding of such claim to such demurrage

Article 9 – Export and import documents

In case of contracts for export Seller shall provide the necessary export documents and further agreed documents, if any; all expenses connected herewith shall be for Seller’s account. Buyer has to furnish to Seller all necessary details enabling Seller to provide these export documents in due time.
Buyer shall be responsible for the import document(s) which is/are required in the country of destination. All expenses connected herewith shall be for Buyer’s account.

Article 10 – Determination of quality and quantity

10.1 The quantity and quality of the goods will be determined based on static shore tank analysis at the place of loading in accordance with the specifications and procedures laid down in the Sales Agreement or, in the absence of an explicit agreement, pursuant to Seller’s standard methods. The determination of quantity and quality shall be made by a mutually agreed independent surveyor at the place of loading, unless explicitly agreed otherwise.
10.2 The surveyor’s determination as to quantity and/or quality shall be conclusive and
binding on the parties
10.3 Seller warrants that the goods meet the
agreed quality and specification. Any other warranty or representation shall only be binding if explicitly agreed by the parties in writing.
10.4 The agreed quantities to be delivered in the Sales Agreement are subject to a variation of + 5% at Seller’s option.

Article 11 – Complaints

Any complaints concerning quantity have to be submitted to Seller in writing immediately upon completion of delivery [or: discharge at the final destination]. Complaints concerning quality have to be submitted to Seller in writing within 2 x 24 hours after delivery. If no complaint is made within the times aforesaid, no action shall lie against Seller. Seller is at all times entitled to investigate and/or survey the goods.

Article 12 – Liability

12.1 Except as expressly provided in the Sales Agreement neither Buyer nor Seller shall be liable for consequential or indirect damages of any kind arising out or connected with the performance of or failure to perform under the Sales Agreement. Seller’s liability shall in any event not exceed the net sales price of the goods concerned.
12.2 Neither party shall be liable for loss or damage resulting from any delay or failure to perform any obligation under the Sales Agreement, other than Buyer’s obligation to make payments for goods delivered, in case of force majeure. By force majeure is meant any circumstance which is beyond the reasonable control of the affected party and which hinders the correct performance of the obligation. Force majeure includes, but is not limited to the following circumstances: fire, explosion, flood, earthquake, riots, embargoes, war, civil commotion, strike or interference by public authorities. In the event of force majeure the party so affected shall immediately notify the other party and shall make its best efforts to mitigate the consequences. If the affected party is unable to fulfil its obligations at the latest on the 15th (fifteen) calendar day after the last day, on which the delivery should have taken place, the Sales Agreement shall be cancelled without indemnification to either party.
12.3 After the lifting of the goods by Buyer, Buyer is no longer entitled to dissolve the Sales Agreement with retro-active force. In that event any remedies for breach of contract by Seller are then limited to an action for the recovery of damages.

Article 13 – Default of Buyer

13.1 In case of non-fulfilment (including non timely fulfilment) of one or more of the obligations by Buyer under the Sales Agreement and/or under any other agreement, Buyer shall be in default without notice of default being required and Seller shall be entitled at its option:
(a) to suspend its obligations immediately or,
(b) to terminate the Sales Agreement, and/or any other agreement, immediately without or with indemnification at Seller’s option as under (c) or (d) below,
(c) to sell against the Buyer by means of a resale within 5 (five) working days after giving notice thereof and to claim the adverse price difference from the Buyer or,
(d) to claim a possible adverse difference between the contract price and the market value on the first working day after the day of default of Buyer.
Any other or further damages may also be claimed, without prejudice to any other remedies.
13.2 Seller shall, at any time after sending notice, have the right to terminate the Sales Agreement and to recover the loss (if any) in the event that:
(a) Buyer suspends payment or commit an act of bankruptcy or,
(b) reasonable grounds for insecurity having arisen with respect to the financial capacity of the Buyer to perform under the Sales Agreement, and a written demand for adequate security having been made, such security is not received within a period of time not exceeding 5 (five) clear working days.

Article 14 – Hazardous goods indemnification

14.1 Buyer acknowledges that any or all goods supplied under the Sales Agreement may be or become or considered a hazardous material under applicable national laws and other regulations and that Buyer and/or its agents are familiar with any hazards of the product and its applications and handling of the various modes that the goods may be transported in.
14.2 Buyer agrees to indemnify, defend and hold harmless Seller from and against any and all claims, liabilities, losses, damages, costs and expenses that may arise out of, result from or relate to the goods (whether in itself or in combination with any other material) or any hazard thereof after the risk has passed to Buyer.

Article 15 – Time bar

All claims against Seller are time barred after the sole lapse of 1 (one) year after the date of the Sales Agreement.

Article 16 – Assignment

Buyer is not entitled to assign any claims related to the Sales Agreement without Seller’s consent.

Article 17 – Law and arbitration

17.1 This agreement shall be governed and construed pursuant to the laws of the Netherlands.
17.2 All disputes arising out or in connection with the Sales Agreement shall be finally settled under the rules of arbitration of the International Chamber of Commerce by one arbitrator appointed pursuant to the said rules. The arbitration shall be held in Rotterdam and conducted in the English language. The choice for arbitration does not preclude any party to request a preliminary or interim measure in summary proceedings before the competent national court.