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GENERAL DELIVERY AND PAYMENT CONDITIONS

GENERAL DELIVERY AND PAYMENT CONDITIONS

OF

by-Lin B.V .

Having Hengelo (Ov)

Registered at the Chamber of Commerce and Factories of The Veluwe and Twente Enschede

under number 08172645  

GENERAL

1. these General delivery and payment conditions apply to the creation, content and implementation of any by-Lin B.V. – in the call to drop by-Lin-closed agreements, where by-Lin as (potentially) seller and/or supplier of goods and/or services occurs. These conditions will also apply to future agreements. The applicability of other conditions is expressly rejected. Deviations from these conditions must be agreed in writing.

2. the other is aware of that by-Lin her company performs by the editing and processing of natural products and ingredients in an industrial process and that, consequently, small differences in quality in the broadest sense of the Word may occur in – in principle – comparable between parties and comparable delivered – in principle – delivered parties, what differences in quality in advance by the other party shall be accepted, provided that derogations remain within the standards accepted in the industry.

 

                AGREEMENTS

3. an agreement is reached by written acceptance by-Lin, or on behalf of, respectively, because the agreement is given By Lin implementation.

4. the text of the contract and/or the order confirmation gives the agreement fully. Additions to, and/or changes in, the agreed performance first apply after written acceptance by-Lin, or after by-Lin has effect. by-Lin is entitled all additions and changes regarding the agreed performance at current rates to charge in and the agreed delivery time to adapt.

 

                PRICES

5. in the case of composite quotes may not be a proportional part orders against price guaranteed.

6. The prices quoted apply to delivery in accordance with agreement, excluding v.a.t. and other Government levies, and do not include the not specifically included in the agreement or arising from the agreement costs such as packaging (including pallets and/or bulk containers), transport, loading and unloading and insurance.

7. If, after the conclusion of the agreement the wages or costs of production or commodities rise, for example, because the availability of a raw material – usually being a natural product – is low, is by-Lin entitled that wage costs or to increase by the calculate counterpart. With an increase of more than 10% within three months after conclusion of the agreement, in advance of contents do will by-Lin. to the other party. The other is then entitled to cancel the agreement free of charge, unless in writing by-Lin to perform under the agreement still calls by calculating a lower increase or without increase.

8. unless otherwise stated, all prices quoted in euro’s.

 

PAYMENT

9. unless otherwise agreed, All payments must, within thirty days to be carried out on a by-Lin in Netherlands held bank account. The other party is not entitled to any suspension, discount or settlement.

10. by crossing the agreed payment term is the other party in default without further notice.

11. Both prior to, and after the conclusion of an agreement, the other party shall be obliged to – for its own account – on the first request of by-Lin continues immediately, by by-Lin desired shape, certainty and security to supplement already established if necessary for the fulfilment of all its obligations. As long as the other party has not met, is by-Lin entitled compliance with its obligations to be suspended.


If the other party to such a request within fourteen days – or as much sooner if reasonably necessary having regard to the circumstances of the case – after the written reminder has responded, all its obligations immediately due and payable.

 

                INTEREST AND COSTS

12. payment when crossing the agreed term is the other party from the invoice date an interest of 1% per month on all outstanding amounts, with a portion of a month for a full month is counted.

13. all costs of collection shall be borne by the other party. The extrajudicial costs at least 15% over the total claim, including interest. The court costs include all factual costs of legal assistance and legal aid, including costs that exceed the liquidation rate.

 

                CANCELLATION

14. If the other party do not want an agreement, is by-Lin entitled 15% of the agreed total price as cancellation fee. by-Lin reserves the right to full compensation of all capabilities and damage other disadvantage.

 

                DELIVERY

15. unless otherwise agreed all deliveries to the place from give warehouse/Office of by-Lin (' Ex works ' delivery.) On all by-Lin to do deliveries will the ICC Incoterms, last edition, apply. Unless the other party has provided explicit and unambiguous statement and any additional costs, the choices for means of transport and the transporter by-Lin free.

16. If the goods to deliver consist of sections with independent meaning, is entitled to delivery in parts By Lin which can be separately invoiced.

17. duration agreements and delivery on demand is the other party held the agreed amount of products and/or services within the agreed period to take off. However, the other in-demand orders held by-Lin a reasonable delivery period award of at least seven working days.

18. the specified delivery times are given to best estimate and by by-Lin pursued, but funds always approximate. The delivery time goes first after receipt of all information to be provided by the other party, materials, prepayments and confirmation of letters of credit, if and as applicable.

 

                FORCE MAJEURE

19. If there is a situation of force majeure occurs, and this lasts longer than three months, both parties shall be entitled to dissolve the agreement in writing. by-Lin is after the dissolution shall be entitled to the other party to invoice for the performance which by-Lin for the onset of the force majeure were already supplied and/or done.

 

                RETENTION OF TITLE

20. by-Lin remains the owner of all goods supplied until such time that the other party to fully all its obligations under all to carry out deliveries carried out and to by-Lin has met, including the obligations due to shortcomings in the fulfilment of commitments.

21. the other party is entitled to the delivered goods only within the ordinary activities in accordance with destination to use or sell. By sale of goods whose ownership is still reserved or of affairs in which a co-ownership of by-Lin originated, is the other party held a same retention if in these conditions. Also obtains by-Lin at the time of delivery by non-possessory lien on the claim (s) of the other party on his customer with the right buyer thereof and to claim and receive payment.

22. under penalty of a fine of € 1,000,--per day is held By the other party-Lin on first request to provide immediately all cooperation is requested in the securement of property rights and to the readmission of own resources by-Lin, and it grants by entering into the agreement by-Lin an irrevocable authorisation to (do) to enter any land and buildings where the properties are located order to enable Lin By-the goods among themselves.

 

                COMMERCIALS

23. the other party is held to directly at delivery all Affairs and services to check for visible defects, abnormalities, injuries, and defects and by-Lin in writing. All other commercials on delivered goods, services, and invoices, the other party in writing within eight days after receipt by-Lin to sign up.
The reason of complaint regulations must be fully displayed and should at all times on the goods where the reporting during a reasonable period of time are at the disposal of by-Lin to the nature of the advertising.

24. in the absence of timely complaint regulations and/or processing of supplied goods respectively by operation is the delivery, respectively, the invoice shall be deemed to be approved and cancelled all advertising rights.

25. derogations from the Netherlands in usual delivery quality must advance has been agreed upon in writing. Low and/or customary deviations in quality or quantity of the delivery (such as, inter alia: number, dimensions, sorting, implementation or design) are never rise to only advertising.

26. only if and insofar as one is found, the payment obligations of advertising founded the other party, solely with respect to the relevant (part), performance and suspended within a reasonable period of time will by-Lin still deliver the agreed performance, unless by-Lin would prefer the counterpart on (part) to performance, crediting this to free choice of by-Lin.

27. If, after timely lodged a complaint By the Lin-advertising and the other party maintains its claim, is rejected By Lin entitled to by an impartial expert or an independent inspection body at the cost of a wrong report binding for both parties to be formatted.

Return of goods delivered by the other party takes place for the account and risk of the other party in which applies that the resulting costs by-Lin in case of a legitimate advertising will be reimbursed.

28. false or non-timely advertising ring is by taxing the counterpart for all entitled Lin-costs incurred.

 

                LIABILITY

29. by-Lin close liability for indirect and/or consequential damages such as, but not limited to, loss of production, product damage, stagnation damage, lost profits, lost goodwill and damage suffered by third parties, under which exclusion also product liability should be understood if and insofar as allowed under the art. 6: 185-193 BW.

30. In all cases the liability of by-Lin limited to a reasonable compensation for the damage suffered, as with the maximum price for the agreed on delivery (part).

31. Damages must be made within five days after discovery in writing, failing which all rights for compensation expire. All claims for damages shall be barred by expiration of twelve months after the start of the day of notification.

32. the other party is obliged to indemnify and hold harmless By Lin against all claims for damages by third parties.

33. all employees of by-Lin and enabled by its aid persons can appeal on these provisions, as if they were themselves party to the agreement.

 

                SHORTCOMING & DISSOLUTION

34. If the other party to fulfil any of its obligations (timely), or bankruptcy or suspension of payment is requested, or suspension of payment or bankruptcy is pronounced all claims of by-Lin directly on the other and is payable in full by-Lin entitled all agreements without notice of default or judicial intervention to terminate, in whole or in part, and/or to suspend further deliveries and/or full payment of all claims requirements, without prejudice to the right of by-Lin on full compensation of all asset damage and other damage.

 

                APPLICABLE LAW AND DISPUTES

35. with respect to the creation, content and implementation of all agreements concluded with by-Lin is exclusively governed by Dutch law.

36. all disputes will initially be submitted to the competent judge of the Court of Almelo.

37. by-Lin remains a competent dispute to the judge who according to the Law or international treaties and regulations is competent to take cognizance thereof.

 

 SELLER’S INTERNET DOMAIN AND BRAND – UNFAIR COMPETITION

38. The BUYER pledged not to register and/ or use Internet domain names that contain the expression “by-Lin” or that contain brands or logos or pictographs of the SELLER, or other similar expressions that may jeopardize the SELLER’s interests.

39. The BUYER is duty bound to use the brands, names or other distinctive signs of the SELLER but only for the sole purpose of identifying and publicizing the Products object of the contract,  within the context of his/her activity, it being understood that such use is made in the exclusive interest of the SELLER and with the written consent of the SELLER.

40. The BUYER pledges not to register the brands, names or other distinctive signs of the SELLER, not to register any brands, names or distinctive signs that may be confused with those of the SELLER.

41. The SELLER’s company, its business name, brands, names or distinctive signs cannot appear in the BUYER’s company, business name, brands, names or distinctive signs, not even as a combination of words.

 

                ON-LINE RESALE

42. The BUYER pledges to place the Goods purchased from the SELLER for sale on-line onlyu following prior agreement with the SELLER regarding on-line resale modes.