General delivery- and payment conditions

Article 1 – Definition and applicability
1.1 Counterparty, means the person Dornex is carrying on business with; such as those to whom she directs her offers, from whom she receives an order, or with whom she concludes a contract.
1.2 These conditions apply to all of Dornex’s offers, order and activities and will be a part of all contracts concluded by Dornex.
1.3 General conditions, special conditions and/or other provisions of the counterparty are explicitly not recognized by Dornex.

Article 2 – Quote and Contract
2.1 All quotations and/or calculations are open-ended, unless it includes a deadline for acceptance. The samples and the other information and specifications provided with the offers are not binding for Dornex and are subject to amendments and changes at all times.
2.2 The offers are based upon the information provided by the counterparty and are made based upon normal conditions of use.
2.3 Where a quote includes an open-ended offer and this is accepted, Dornex has the right to revoke the offer within 5 working-days after receipt of the acceptance.
2.4 A contract will be concluded only if and insofar Dornex provides a written confirmation of a client’s order within 5 working days, or if Dornex commences the implementation of the clients’ order. All orders taken by representatives of Dornex or by agents become binding for Dornex when the order is confirmed by Dornex in written form, or when Dornex commences the implementation of the order.
2.5 An amendment or addition to a contract is only valid if and insofar Dornex has provided written consent of this change.

Article 3 – Price
3.1 The declared and agreed prices are in Euro’s, excl. VAT, unless stated otherwise by Dornex. The price is excl. packaging, insurance and transport costs, as well as import and export taxes, customs duties and all other costs and fees that are levied in relation to transport, unless stated otherwise by Dornex.
3.2 The declared and agreed prices are based upon the cost price of the raw materials, the purchase price, fees, taxes, costs of energy, the exchange of currency etc. If one or more of the price-determining factors change due to whatever circumstances after the offer or the conclusion of an agreement, Dornex is entitled to change its price accordingly, without this giving the counterparty the right to terminate the agreement.
3.3 Every change or addition to the contract, including those caused by a changed order by the client and/or due to incorrect/changed information by the counterparty is borne by the counterparty.

Article 4 – Payment
4.1 The counterparty is obliged to pay Dornex within 30 days after the invoice date, without deduction of any discounts. Payment must be made in the agreed currency, without offsetting or suspension. No credit-limitation surcharge is applied to invoices. If the payment is made within 8 days after the invoice date, a 2% discount may be applied to the net invoice amount. Dornex is also entitled, at all times and without giving any reasons, to expect cash payment before or upon delivery of the goods. Dornex’s costs with regard to the payment will be borne by the counterparty.
4.2 If the payment term stated above is exceeded, the counterparty will be in default without notice and all of Dornex’s claims towards the counterparty will immediately fall due, whether already invoiced or not. In this case, the counterparty is indebted an interest of 1,5% a month. A part of a month is considered a full month.
4.3 The counterparty is not entitled to settle claims that he believes to have towards Dornex with payments to Dornex. The counterparty will not be permitted lien.
4.4 If the payment term is exceeded, the counterparty will be held payable the extrajudicial collection costs of 15% over the main amount, with a minimum of € 750,- (excl. VAT).
4.5 Dornex is entitled to settle amounts that she may in any way be indebted to the counterparty or other companies that belong to the same group as the counterparty, with the amounts that the counterparty or other company of the same group are indebted to Dornex.
4.6 In addition to the increase under article 4.2 and 4.4, Dornex is entitled to claim substitute compensation under the law. The increases mentioned in the articles 4.2 and 4.4 only reach as far as compensation for delay damage.
4.7 In case of late payment, Dornex is entitled to suspend delivery of products to the counterparty, this being at the expense of the client.
4.8 The counterparty is obliged to provide security for the fulfilment of its obligations, particularly those of payment, if Dornex requests so. In case of failure to comply with a notice to this effect, Dornex is entitled to terminate or suspend the agreement, without prejudice to its right to damage compensation.
4.9 Every payment made by the counterparty firstly seeks settlement of costs and interest and subsequently the settlement of the oldest outstanding invoices, even if the client has indicated otherwise.

Article 5 – Delivery
5.1 Delivery will take place from the location specified in the order confirmation.
5.2 The delivery terms are not binding. The delivery term will commence on the date of the order confirmation, but not until the counterparty has made a payment in advance of the agreed amount (if this has been agreed).
5.3 If the delivery term is exceeded, the counterparty is to give Dornex a written notice of its default, leaving Dornex 15 days to deliver the products as yet.
5.4 If the counterparty places an order on call, this order should be called down and accepted within the agreed term.
5.5 If the counterparty does not accept the products within the prescribed period, the counterparty is in default, without further notice. In this case, Dornex is entitled to store the goods at the expense and risk of the counterparty or to sell the products to third parties. The counterparty remains liable for payment of the selling price, plus costs and interest. In case of sales to third parties, the sales yields will be deducted from the selling price.
5.6 Dornex is entitled to deliver in parts at all times.
5.7 In case of a change in the contract (addition or change), the delivery term will be adjusted accordingly.

Article 6 – Transport, packaging and insurance
6.1 Transport of goods will take place in the manner prescribed by Dornex. Dornex is always free in the choice of transport means, even if the transport is at the expense of the counterparty. The transport costs are at the expense of the counterparty, unless agreed otherwise in written form.
6.2 The means of packaging is determined by Dornex. If the counterparty requests any other means of packaging, the costs involved will be separately charged to the counterparty.
6.3 If the contract does not include an INCO term, the ownership and the risk of the goods are transferred to the counterparty from the moment that the goods are loaded for transport or, if that is the case, from the moment that the documents that are required for delivery have been handed over to the counterparty. If both are the case, the risk is transferred to the counterparty at the moment that the first event occurs
6.4 The risk of damage or breakage at the time of or as a result of the transport, storage, preservation or processing of the products is at the expense and risk of the counterparty.
6.5 Dornex will only provide a (transport)insurance if the counterparty has requested this beforehand in written form and Dornex has given a written confirmation. The insurance is then at the expense and risk of the counterparty.

Article 7 – Warranty / complaints
7.1 Unless the counterparty has stated certain special quality requirements with regard to the order, which have been confirmed by Dornex in written form, products are delivered in regular commercial quality. Dornex reserves the right to deliver with a slight deviation in colour or design from the standard or the sample. Dornex is not liable for technically inevitable deviations in colour, quality, design or pure thickness.
7.2 The counterparty is required to check whether the delivered goods meet the agreed requirements immediately after delivery.
7.3 Complaints filed by the counterparty with regard to the delivered products should be brought to Dornex’s attention by means of a registered letter within 8 days upon delivery of the goods. Failure to do this removes any right the counterparty may have had to assert against Dornex.
7.4 If the counterparty files a timely and legitimate complaint, Dornex will, at its own discretion, repair or replace the product, give a price reduction or terminate the contract, any other or further liability of Dornex is excluded, except in cases of intent or gross negligence on the part of Dornex itself.
7.5 Products on which the counterparty has filed a complaint may not be processed or used. Any processing, alteration or use of such a product is recognition that Dornex has fulfilled its obligations.
7.6 Complaints by the counterparty with regard to the manner of compliance with the contract by Dornex not referring to the quality of the product should be brought to the attention of Dornex within a reasonable period in such a manner that Dornex can verify the validity of the complaint. Failure to do this removes any right the counterparty may have had to assert against Dornex.
If a timely complaint proves to be true, Dornex has the right to fulfil its obligations as yet, without the counterparty being able to claim anything more from the user, except where such compliance is not possible, and/or where there is intent or gross negligence on the part of Dornex itself.

Article 8 – Liability and Compensation
8.1 Dornex is not in any case liable for indirect damage suffered by the counterparty or a third party, unless the damage is caused by intent or gross negligence by Dornex itself, other than its subordinates or assistants. Indirect damage includes consequential damage, intangible damage, lost profits and environmental damage.
8.2 Dornex’s liability for direct damage suffered by the counterparty or third party is limited to the nominal invoice value of the delivered products and/or services except in case of intent or gross negligence by Dornex, not including intent or gross negligence of her subordinates or assistants.
8.3 The counterparty indemnifies Dornex against claims from third parties.
8.4 If Dornex delivers products to the counterparty that Dornex has obtained from her suppliers, Dornex will never be held to a warranty or liability towards the counterparty that goes further than that which Dornex can claim against its supplier.

Article 9 – Retention and security
9.1 Dornex remains the owner of the delivered goods as long as the counterparty has not yet or not entirely paid all outstanding claims by Dornex with regard to the compensation of the agreement or the compensation of the related contract. The claims mentioned above also include claims due to failure to (fully) comply with such an agreement.
9.2 If the counterparty is in default with regard to any of its obligations towards Dornex, Dornex is entitled – without any further notice- to take the products back, at the expense of the counterparty. All costs and damages connected to the products during the period that these were with the counterparty, are at the expense and the risk of the counterparty.
9.3 As long as the ownership of the products has not yet been transferred to the counterparty, the counterparty is not allowed to process the products, or sell and deliver the products, unless this is necessary for the proper operation of the counterparty. The counterparty is not entitled to allow a third party to use the products, pledge the products or act in a way that limits the ownership rights or Dornex, unless Dornex has agreed to this in written form.
9.4 If the counterparty uses the products within his own company, he will produce the resulting products for Dornex, without this leading to any obligations for Dornex. If products are processed with other goods, Dornex will be entitled to a share in the ownership of the new product, this being in proportion with the price as agreed between the counterparty and Dornex, to the cost price of the new product.
9.5 If the counterparty sells the products, the counterparty hereby grants Dornex a lien on the claim towards her contract party as security for the payment of Dornex’s claim towards the counterparty. The counterparty is obligated to inform the debtor of this pledge on Dornex’s first request.
To the extent that the counterparty’s claim is pledged to Dornex, the counterparty is obligated to provide Dornex with all information that is requested. The counterparty is entitled to have a claim to realize its own contract party, Dornex can revoke this permission from the moment that the counterparty is in default of payment.
9.6 If the counterparty closes an insurance with regard to the delivered, but still owned by Dornex, products, Dornex will subrogate in the rights of the counterparty as long as Dornex still has a claim on the counterparty for whatever reason.
9.7 The counterparty is obligated to inform Dornex immediately of any pledge, seizure or any other claim placed upon the counterparty’s products or claims by a third party. The counterparty will inform Dornex of the whereabouts of the products upon Dornex’s first request.
9.8 Dornex has a lien on the goods, documents and funds for risk and expense of the counterparty and/or the owner of the said goods, documents and/or funds until all of Dornex’s claims have been paid.

Article 10 – Force Majeure
10.1 If Dornex cannot fulfil the obligations stated in the contract due to a force majeure situation, these obligations will be delayed for the duration of the force majeure situation.
10.2 In the event of a force majeure situation for 60 days, both parties will be entitled to terminate the contract entirely or partially, by means of a written notice. In this case, the counterparty will not be entitled to any compensation.
10.3 Force majeure on the side of Dornex means any event or situation beyond Dornex’s control that makes it impossible for Dornex to implement the agreement, partially or completely, or a situation in which Dornex can reasonably not be expected to fulfil her obligations.
Situations that are considered force majeure situations include the following: war, revolution, insurrection, mobilisation, flooding, fire, an exceptional temporary change in supply or demand, weather, illness, strikes, lack of materials, energy or industrial supplies and / or blockages or other problems during transport, measures imposed by government agencies, and the lack of security clearances from the relevant authorities and the late or non fulfilment of obligations by the supplier of Dornex, for whatever reason.

Article 11 – Delay, Termination and insolvency
11.1 If the counterparty is declared bankrupt or if suspension of payment is requested and/or granted, or in case of seizure, or if the counterparty’s company is stopped or liquidated, all contracts with the counterparty will be terminated. In this case, Dornex does not let go of her rights and is not liable for any compensation.
11.2 If the counterparty or supplier is in default, or if a situation as referred to in 11.1 occurs, all payments from the counterparty to Dornex, and all other payments to be collected will become immediately payable and Dornex will be entitled to recover all of the products. In this case, Dornex will be entitled to enter the premises of the counterparty in order to recover the products. The counterparty is forced to take all measures that are required to make it possible for Dornex to effectuate her rights.
11.3 Every termination or cancellation of the contract will take place by means of a written notice from the party that is entitled to terminate or cancel the agreement. If the counterparty wishes to terminate the agreement, he is obligated to send Dornex a written notice of default beforehand, and to grant Dornex a reasonable time to fulfil the obligations that come forth from the contract.

Article 12 – Limitation Period
The possibility for the counterparty to set any legal claim, or the referral of any dispute by the counterparty lapses one year after the reason for this arose.

Article 13 – Applicable law and jurisdiction
13.1 All contracts entered into by and with Dornex are governed by Dutch law.
13.2 The INCOTERMS (The most recent version) are intended to supplement the provisions of the contract and these general conditions, except where the INCOTERMS are in conflict with the provisions of the contract and the general conditions.
13.3 These conditions go before the possible relevant provisions of the United Nations Conventions of Contracts for the International sale of goods and the Uniform Law on the International Sale of Goods.
13.4 The disputes between parties will be submitted to the Court in Amsterdam, subject to the statutory jurisdiction of the magistrate.

Dornex BV