Download General Conditions
1 General
1.1 The following definitions apply to these general terms and conditions:
a) "Caldic Group": the private limited company Caldic B.V. as well as its current and future subsidiaries and participating interests;
b) "Caldic": the party that applies these general terms and conditions to its transactions;
c) "buyer": the natural person or legal entity to which Caldic submits offers and/or which purchases goods and/or services from Caldic;
d) "parties": Caldic and buyer.
1.2 These general terms and conditions govern all legal relationships between Caldic and buyer. Deviations from these terms and conditions require the explicit written confirmation of both parties.
2 Offer / conclusion of agreement
2.1ll offers (quotations) by Caldic are without obligation, unless they explicitly provide evidence of the contrary.
2.2n agreement between parties goes into effect immediately when Caldic informs buyer that its order or instruction is accepted.
3 Price
3.1 So long as parties have not concluded an agreement as referred to in article 2.2, Caldic has the right to change its offered prices in writing.
3.2 In addition, Caldic has the right to increase the agreed prices in case of circumstances that could not be foreseen at the time when the agreement was concluded. In case of a price increase of more than 5%, buyer is entitled to dissolve the agreement within 14 days after being informed of such price increase and is only required to pay for goods and services already provided by Caldic, on the basis of prices applying prior to the price increase.
4 Payment
4.1 Payment by buyer must be made within the agreed period. If no period has been agreed, a period of 30 days after invoice date shall apply.
4.2 Payment must be made in euros or in the currency stated on the invoice, by means of transfer in favour of a bank account as indicated by Caldic. Insofar as the currency in which buyer effects payment differs from the above, the extra costs incurred by Caldic as a result are for the account of buyer.
4.3 In case of late payment, buyer is liable to pay statutory interest on the outstanding invoice amount. For the purpose of calculating the statutory interest amount, part of a month is counted as a full month.
4.4ll reasonable judicial and extrajudicial collection and other expenses that Caldic incurs as the result of non-compliance by buyer of its payment obligations are for account of buyer. The extrajudicial expenses are set at 15% of the outstanding payment obligation with a minimum of EUR 250, subject to the condition that, if actual costs are higher, buyer is also obliged to reimburse the excess.
4.5 Payments made by buyer firstly serve to settle all costs and interest due, followed by payable invoices that are outstanding longest, even if buyer states that payment relates to an invoice of more recent date.
4.6 Caldic is authorised at any time to deduct all of its receivables from buyer from amounts that another entity of the Caldic Group may owe to buyer and to deduct amounts that it owes to buyer from receivables of another entity of the Caldic Group from buyer. This does not affect any right of setoff that Caldic may claim.
5 Delivery
5.1 The delivery periods indicated by Caldic as well as those agreed are only to be regarded as deadlines when this has been specifically stated.
5.2 The agreed delivery periods are never intended to mean that Caldic would be legally in default after expiration of such periods. Such would require written notice of default by buyer, allowing Caldic a reasonable period to meet its delivery obligations.
5.3 Unless agreed otherwise, delivery of the goods to buyer by Caldic takes place ex factory. The goods are for the account and risk of buyer as from that moment.
6 Quality
6.1 Buyer is obliged to perform an accurate inspection of the goods delivered by Caldic (or to have them inspected), immediately after arrival at their destination or as soon as possible thereafter, and to determine whether the goods meet the agreement in terms of quality and quantity. This inspection must at least include a visual check and an odour check.
6.2 Insofar as the goods referred to in the previous paragraph are applied in chemical processes or food additives have been delivered, buyer must, in addition to the requirement contained in the previous paragraph, perform laboratory tests (or arrange such) prior to their processing to verify their composition, unless this is not reasonably possible to buyer.
6.3ll data and information provided by Caldic about the suitability and application of the goods delivered by Caldic are provided free from obligation and do not release the buyer from the obligation of performing own inspections and tests (or arranging such).
6.4 Technical application advice is provided by Caldic to the best of its knowledge on the basis of collected data, and Caldic does not guarantee any result.
6.5 Only the buyer is responsible for compliance with legal and other provisions applying in the country where buyer is established with regard to the maintenance, storage, transportation, use and processing, in whatever way, of goods and services delivered.
7 Claims
7.1 Claims with regard to goods and services provided and/or related invoices must be submitted, at the risk of lapse of all claims, within 14 days after their sending date, or within 14 days after discovery of the defect if buyer demonstrates that the defect could not reasonably be discovered earlier and that the provisions in article 6 have been complied with.
7.2 The right to submit a claim lapses through full or partial processing of the delivered goods.
7.3 Submitted claims do not exempt buyer from the obligation to pay.
7.4 If the claim is justified, Caldic will at its own discretion either adjust or correct the invoice, or will replace or repair the goods following return by buyer of the originally delivered goods.
8 Retention of title
8.1 Caldic retains the right of ownership of goods delivered to buyer until payment by buyer of the goods delivered to buyer has cleared.
8.2s long as ownership of the goods has not passed to buyer, the latter may not process or pledge these or transfer them in ownership or grant any other right to third parties, except as provided for the next paragraph.
8.3s to goods delivered that are subject to retention of title, buyer is permitted to process them in connection with the exercise of its normal business, to sell them to third parties or to deliver them onward. Outside of such situations, buyer is obliged to handle the goods delivered under retention of title with due care and to store them insofar as possible as recognizable property belonging to Caldic.
8.4 Caldic is hereby irrevocably authorised to take back the goods delivered under retention of title (or to have them taken back) without any judicial intervention, prior warning or notice of default. Buyer must grant its cooperation hereto under penalty of a fine of five hundred euros (EUR 500) for each day that he remains in default. The agreement is not dissolved through repossession by Caldic, unless Caldic notifies such to buyer in writing.
8.5 If buyer is in default of payment and Caldic takes back the delivered goods making use of its right of retention of title as referred to in this article, then the related costs are for the account of buyer.
9 Right of suspension and retention
9.1 Caldic is authorised to suspend compliance with all of its obligations until such time that all due and payable claims against buyer have been fully met. Caldic is also authorised thereto if claims that are due and payable by another entity of the Caldic Group are involved.
9.2 The authority referred to in the first paragraph also involves suspension of the issuance to buyer or to third parties of documents, goods owned by buyer or other records that Caldic retains at the request of buyer.
10 Collateral
10.1 If the financial position or the payment record of buyer gives reason thereto in the opinion of Caldic, then Caldic is authorised to require buyer to provide (additional) collateral immediately in a form to be determined by Caldic.
10.2 If buyer fails to provide the required collateral, then Caldic is authorised, without prejudice to its other rights, to suspend the further execution of the agreement at once, and everything that buyer owes to Caldic for whatever reason is immediately due and payable.
11 Force majeure
11.1 Caldic assumes no liability whatsoever if it is unable to meet its obligations as the result of a shortcoming for which it cannot be held accountable.
11.2 Under these terms and conditions, a non-attributable shortcoming includes every circumstance as a result of which buyer cannot reasonably require compliance with the agreement on the part of Caldic. Such circumstances include war, threat of war, civil war, riots, floods, labour strikes, personnel shortages, government measures, transport problems, nonperformance by suppliers of Caldic, fire, import and export prohibitions and restrictions and business interruptions.
11.3 In the event of a non-attributable shortcoming as referred to in the previous paragraph, Caldic is authorised, at its own discretion, either to extend the period of delivery by the duration of the impediment or to dissolve the agreement insofar as this is affected by the impediment. If buyer demands such of Caldic in writing, then Caldic is obliged to announce its choice within eight days.
12 Liability
12.1 Caldic is liable towards buyer for damages resulting from a shortcoming in the performance of the order or instruction, insofar as such shortcoming consists of failure on the part of Caldic to ensure such care or expertise in the performance of its obligations as may be expected by buyer.
12.2 Caldic is, however, not liable for:
a) damage suffered by buyer or third parties resulting from incorrect or incomplete data or information being supplied to Caldic by or on behalf of buyer;
b) damage suffered by buyer or third parties resulting from actions or negligence by auxiliary persons involved by Caldic (not including employees of Caldic), including persons that are employed by another entity of the Caldic Group;
c) damage suffered by buyer or third parties due to improper or at least incorrect use of the goods purchased;
d) loss of profits or consequential losses suffered by buyer or third parties.
12.3 The liability of Caldic for damage resulting from a shortcoming in the performance of the agreement, as well as for a wrongful deed, is limited to the invoice amount pertaining to the goods and services relating to the event causing the damage or which this is connected to.
12.4 Notwithstanding paragraph 3, the liability of Caldic for damage regarding death or physical injury is limited to the amount that is paid out in connection therewith under the insurance coverage arranged by Caldic.
12.5 Caldic is entitled at all times to remedy, to the extent possible, the damage suffered by buyer.
12.6 Buyer is obliged, if he considers holding Caldic liable for compensation of damages, to enter into consultation with Caldic on the matter before proceeding to hold Caldic liable.
12.7 claim for damages must be submitted no later than twelve months after buyer has discovered the damage. Failure thereto leads to forfeiture of the right to compensation for damages.
12.8 Buyer is obliged to indemnify Caldic against all claims by third parties – including shareholders, members of the boards of directors and supervisors, personnel of buyer, as well as affiliated legal entities and companies and others who are involved in the organisation of buyer – that arise from or are related to goods and services delivered by Caldic.
12.9 The exclusions or limitations of the liability of Caldic arising from this article, as well as buyer’s obligation to indemnify Caldic arising from the previous paragraph, do not apply insofar as the damage results from wilful intent or conscious recklessness on the part of or attributable to Caldic.
13 Breach of contract by buyer
13.1 If buyer fails to meet its obligations within 14 days after receiving notice of default from Caldic, then Caldic is authorised to dissolve the agreement at once without judicial intervention. In such case, Caldic is entitled to claim full compensation of damages and compensation for loss of profits, which is set at 15% of the agreed contract price.
14 Trade and brand names of Caldic Group
14.1 Goods delivered by Caldic that are not delivered in packaging that states a trade name to which Caldic or another entity belonging to the Caldic Group is the entitled party and/or which does not state a trade name of Caldic or of another entity belonging to the Caldic Group, may not be packaged while bearing such brand or trade name, or offered or traded under such brand or trade name, without prior written permission by Caldic.
14.2 Buyer is obliged to impose the requirements of paragraph 1 of this article on its customers.
14.3 Every violation of or non-strict compliance with the provisions contained in paragraphs 1 and 2 noted by Caldic, including violations thereof by a customer of buyer, is subject to a penalty, immediately due and payable to Caldic without further notice of default, of twenty-thousand euros (EUR 20,000) and one thousand euros (EUR 1,000) for each day that such violation continues.
14.4 Goods that are delivered by Caldic in a packaging bearing the trade or brand name referred to in paragraph 1 may only be offered or traded in the original retail packaging originating from Caldic, without any damage to or alteration of the packaging or content. In case of damage to the packaging or content, buyer is obliged to ensure repair thereof.
14.5 Buyer is obliged to impose the requirements of paragraph 4 of this article on its customers.
14.6 Every violation of or non-strict compliance with the provisions contained in paragraphs 4 and 5 noted by Caldic, including violations thereof by a customer of buyer, is subject to a penalty, immediately due and payable to Caldic without further notice of default, of five thousand euros (EUR 5,000) and one hundred euros (EUR 100) for each day that such violation continues.
15 Final stipulations
15.1ll agreements between Caldic and buyer to which these general terms and conditions apply are exclusively subject to Dutch law. The application of the United Nations Convention regarding international purchase agreement for movable property adopted in Vienna on 11 April 1980, is hereby explicitly excluded.
15.2ll disputes related to agreements between Caldic and buyer which are subject to these general terms and conditions will be submitted to the authorised court in the Rotterdam district.
15.3 In the event of differences in interpretation between the various language versions of these general terms and conditions, the Dutch text will prevail.
These general terms and conditions were adopted by Caldic B.V. management in December 2000. The full text is publicly available on the Internet under www.caldic.com.