General conditions

Article 1 Applicability and Definitions
1.1   These general conditions are applicable to every Agreement between Karsten International and the Other Party, and to all further Agreements resulting from or in connection therewith, and to all quotations, offers and other documents and acts.
1.2   In these general conditions the following terms are defined as follows:
- “Invoice Purchase Price (IPP)”: The price that is mentioned on the invoice;
- “Annual Agreement”: The Agreement whereby Parties agree that the Other Party purchases the agreed volume distributed over one year;
- “Net Price”: The Invoice Purchase Price after deduction of the tax rebates and costs that the Other Party charges to Karsten International;
- “Agreement”: the separate agreement between Karsten International and the Other Party regarding the goods to be deliver by Karsten International to the Other Party;
- “Parties”: Karsten International and the Other Party;
- “Private Label”: The brand product that is reserved for one customer, that may not be sold by Karsten International to any other customers;
- “Volume Agreement”: The Agreement whereby Parties agree that the Other Party purchases the volume agreed in advance at once;
- “Other Party”: the natural person or legal person that in accordance with section 1 receives offers from us or concludes Agreements with us.
1.3   The applicability of general conditions of the Other Party is hereby explicitly rejected, unless these are explicitly accepted by Karsten International.
1.4   These General Conditions are an integral component of each Agreement. In the event of contradiction between the General Conditions and the content of the Agreement, the provisions of the Agreement will prevail.
1.5   Once the Other Party has concluded an Agreement with Karsten International of which the present General Conditions are part of, this Party has agreed as well to the applicability of the present conditions on further Agreements.
1.6   Terms that derogate from these conditions are solely binding if these are agreed upon in writing.
1.7   Karsten International is entitled to modify the general conditions unilaterally. Karsten International will inform the Other Party in writing of the modified general conditions, by sending these to the Other Party. If the Other Party does not reject the modified general conditions within 7 working days, the modified general conditions will have legal force, also for already existing Agreements.
1.8   In the event of one or more of the provisions of these conditions proving to be invalid or declared void, this will not prejudice the legal force of the other provisions.

Article 2 Offers and Agreements
2.1   All offers of Karsten International are without obligation.
2.2   Orders and acceptance of offers by the Other Party are irrevocable.
2.3   The quotation will be dated and is valid from that day for the duration of six weeks.
2.4   Karsten International is only bound when an order has been accepted by her in writing.
2.5   In the quotation will be indicated whether purchasing takes place on the basis of a Volume Agreement or an Annual Agreement.
2.6   All our prices are in euros and excluding transport costs, unless agreed otherwise. If Karsten International has assumed packaging of goods, without a prior agreement in writing on the price, she is entitled to charge the Other Party the by Karsten International commonly used rates.
2.7   Unless expressly otherwise agreed by parties, the prices stated will be exclusive of turnover tax.
2.8   If the cost price of the goods to be sold by Karsten International after conclusion of the Agreement and before the delivery of the goods because of reasons outside the influential sphere of Karsten International, such as but not limited to an increase of raw material prices, energy prices and excise duties, Karsten International is entitled to increase the prices if the increase amounts to more than 5%. This applies as well in the event of a currency fluctuation of over 5%.

Article 3 Modification of the Agreement

3.1   If at any point during performance of the Agreement it becomes clear that the agreement must be amended to ensure proper performance, parties will make such modifications on a timely basis and in reasonable consultation. Modifications of the Agreement and derogations from these general conditions will only be binding if these are agreed between Karsten International and Other Party in writing.
3.2   If the time of delivery is influenced by this, Karsten International will inform the Other Party about this as soon as possible.

Article 4 Delivery, Delivery Time and Storage
4.1   The date of delivery becomes applicable at first after all data required for the execution of the order has been provided to Karsten International.
4.2   If the Other Party purchases by Volume Agreement, the Other Party must purchase the entire volume included in the quotation. If the Other Party does not fulfil this obligation, Karsten International is entitled to invoice the volume that was not purchased to the Other Party, after the payment of which Karsten International will deliver the remaining volume.
4.3   If the Other Party purchases by Annual Agreement and the Other Party has purchased less than 12,5% of the volume included in the quotation within one year, the Other Party must purchase the remaining volume within one month after the end of the contract period.
4.4   The delivery period agreed with the Other Party or date of delivery is always given as an estimation and can never be regarded as a firm date, unless expressly otherwise agreed in writing. If the delivery term is exceeded, Karsten International will inform the Other Party about this as soon as possible.
4.5   A failure to meet the delivery term does not entitle the Other Party to claim compensation for direct or indirect damage or not to comply with or to suspend any other obligation resulting from the Agreement, or to terminate or rescind the Agreement.
4.6   The goods must be collected completely by the Other Party on the time and place agreed upon. The Other Party takes care of sufficient load and unload possibilities.
4.7   If the Other Party refuses the purchase or neglects to provide for information or instructions, necessary for the delivery, the goods will be stored for the risk of the Other Party. The Other Party will be in default without notice of default being required. In that case, the Other Party will be obliged to reimburse all additional costs, in any case including storage costs. The Other Party will remain obliged to pay the purchase price. Furthermore, Karsten International will be entitled to sell the goods to a third party. The net revenue will be deducted from the outstanding claim.
4.8   The risk of loss, theft or damage of goods that are subject of the Agreement, transfers to the Other Party at the moment the right to dispose of these is factually transferred to the Other Party or a subordinate of the Other Party.

Article 5 Transport
5.1   To all transports that Karsten International assumes and/or is executed by others on her behalf, the Dutch General Transport Conditions (AVC Conditions) are applicable, for as far as domestic transport is concerned, and the CMR conditions for as far as international transport is concerned. If there is a conflict between a provision of the AVC or CMR conditions and the present general conditions, the present general conditions will prevail.

Article 6 Packaging
6.1   Packaging supplied through Karsten International, as far as not intended for single use, including but not limited to pallets and crates, remain property of Karsten International. This also holds if the Other Party has paid deposit for it. The packaging is taken back against the price at the moment of return. The container to be returned must be delivered clean and fresh.
6.2   At the return of packaging by own means of transport of Karsten International, the packaging must be sorted and ready for transport.
6.3   Karsten International may refuse to take back packaging not delivered through her.
6.4   In case of loss or damage of the packaging, the entitlement of the Other Party to return of the deposit will lapse. The Other Party must reimburse the incurred damage under deduction of the paid deposit.

Article 7 Retention of Title
7.1   All goods delivered by Karsten International as part of the Agreement remain property of Karsten International until the Other Party has properly fulfilled all obligations from the Agreement(s) concluded with Karsten International.
7.2   Goods delivered by Karsten International, that pursuant to section 1 fall under the retention of title, may not be resold and may never be used as a means of payment. The Other Party is not authorised to pledge or otherwise encumber the goods falling under the retention of title.
7.3   The Other Party must always do all that may be reasonably expected from him to safeguard the property rights of Karsten International.
7.4   If third parties impound goods supplied subject to the retention of title or intend to establish or claim rights to such goods, the Other Party is obliged to inform Karsten International immediately.
7.5   In case Karsten International wants to exert its property rights, the Other Party provides in advance unconditional and irrevocable permission to Karsten International to access all those locations where the property is located and to take this back.  
 
Article 8 Force Majeure
8.1   In these conditions, force majeure is understood to mean all external causes, foreseen or unforeseen, which are beyond the control of Karsten International, preventing Karsten International to fully or partly fulfil her obligations.
8.2  During force majeure, the obligations of Karsten International will be suspended. Karsten International has the option to demand that the Agreement is rescinded with no obligation to grant any form of compensation, or to carry out the Agreement in adapted form.
8.3   If Karsten International has already partially fulfilled the agreed obligations when the force majeure situation occurs or if it can fulfil its obligations only in part, Karsten International is entitled to invoice separately for the part which has already been executed or is executable, and the Other Party is obliged to pay this invoice as if it related to a separate Agreement. Article 16 is applicable in full.

Article 9 Liability
9.1   The liability of Karsten International in connection with defects in the goods it has delivered and related services is limited to compliance with the obligations following claims as provided for in article 13.
9.2   Karsten International is required to take out insurance against its risk of liability in line with current practice within the sector.
9.3   If the insurer in any case does not pay out, or if the damage is not covered by the insurer, then the liability of Karsten International will be limited to the invoice value of the order, at any rate that part of the order to which the liability relates.
9.4   Karsten International will never be liable for suffered damage except if and insofar the suffered damage has arisen from wilful acts or gross negligence on the part of Karsten International.
9.5   Karsten International will never be liable for any indirect or immaterial damage, such as but not limited to, loss of income and profits, consequential damage and loss of customers.
9.6   Karsten International will not be liable for the correctness or completeness of information or advice, that is given before the Agreement is formed. Nor will any liability be incurred by Karsten International in respect of damage if the Other Party fails to fulfil its obligations or if the Other Party submits incorrect, faulty or incomplete information or materials.

Article 10 Obligations Other Party
10.1  At delivery by Karsten International, the Other Party must inspect the goods delivered in the presence of the driver. In doing so the Other Party should check whether the delivered goods meet the Agreement, namely:
a. whether the correct goods have been delivered;
b. whether the delivered goods meet the quality requirements, that may be set for normal use and/or trade purposes;
c. whether the delivered goods regarding quantity (number, amount, weight) are in accordance with what has been agreed. If the shortcoming is less than 5 % of the total amount, the Other Party will be bound to accept what has been delivered entirely against the proportional reduction of the price.
10.2  If the goods are delivered at a third party, who holds these for the Other Party, the Other Party is obligated to carry out the inspection referred to in section 1 or to cause to carry out on the day of delivery.
10.3  The Other Party must inform Karsten International in writing within 24 hours after receipt of any visible defects, in the absence of which the Customer will be deemed to have received the goods without visible defects.
10.4  Failure to fulfil the obligations arising out of this Agreement by the Other Party, whereby Karsten International suffers damage, holds the Other Party to make good any damages suffered by Karsten International.

Article 11 Indemnification
11.1  The Other Party indemnifies Karsten International against any claim by third parties for compensation of any loss suffered by third parties related to the performance of this Agreement, which is a result of the act or omission committed by the Other Party.

Article 12 Complaints
12.1  If the Other Party wishes to lodge a complaint, he will notify Karsten International thereof as soon as possible after the failure is detected or after he reasonably could have detected the failure, but in any case, within 1 working day after delivery, in absence of which every claim of the Other Party against Karsten International will lapse. If effected verbally, this notice must be confirmed to Karsten International immediately in writing (by email, fax, letter).
12.2  Claims concerning hidden defects must, on penalty of forfeiture of all claims of the Other Party against Karsten International, be made within five
days after they have been discovered, however, within two months at the latest following delivery. Unless the goods have an expiry date and the defect is of such a nature that the goods have a shorter shelf life than the indicated expiry date, in which case a claim can be filed until the expiry date has elapsed. this notice must be confirmed to Karsten International immediately in writing (by email, fax, letter).
12.3  If the Other Party wishes to lodge a complaint, Karsten International must be allowed to inspect the goods.
12.4  In case of a rightful complaint, Karsten International will either redeliver the defect goods free of charge or credit the defect goods, to be decided by
Karsten International.
12.5  After discovering a defect in a product, the Other Party will be obliged to do everything possible to prevent or limit damage.
12.6  The Other Party, moreover, should have received a written confirmation from Karsten International regarding the acceptance of the desired products to be returned. Without this written confirmation, the Other Party is not entitled to return products purchased at Karsten International.

Article 13 Termination of the Agreement
13.1  The claims of Karsten International for the Other Party are immediately claimable if after closing the Agreement it has come to the notice of Karsten International that certain circumstances give him reason to fear that the Other Party will not (be able to) fulfil his obligations.
13.2  In that case, Karsten International is entitled to suspend any further performance of the Agreement, or to rescind the agreement, without prejudice of the right of Karsten International to claim damages.
13.3  Without prejudice to the provisions of this Article, Karsten International is entitled to suspend or rescind the Agreement partially or entirely with immediate effect without any notice of default or judicial intervention, if the Other Party dies, applies for suspension of payments or makes an application for adjudication of bankruptcy, or if his bankruptcy is applied for or adjudicated. In these cases, each claim of Karsten International on the Other Party becomes immediately and entirely claimable without Karsten International being held to compensation and / or guarantee. Any case in which the Other Party has knowledge of facts and / or circumstances that give him good reason to fear that he will not (be able to) fulfil his obligations towards Karsten International, he is obliged to inform Karsten International immediately.

Article 14 Confidentiality

14.1  The Other Party is obliged to treat all information that comes to his notice in the context of the performance of the Agreement as confidential, protect its confidentially and stipulate the same from employees and third parties involved in the performance of the Agreement.

Article 15 Payment
15.1  If not agreed otherwise, payment should occur within 14 days after the date of invoice, without right to discount and/or settlement.
15.2  After expiration of 14 days after invoice date, the Other Party is in default and Karsten International is entitled to proceed to collection of what is owed.
15.3  If the Other Party remains in default regarding the payment of what he owes Karsten International due to the Agreement, he will owe statutory interest over this amount as of the expiration date.
15.4  If the Other Party has not fulfilled its payment obligations timely, Karsten International is authorised to suspend the assume Other Party for delivery or the performance of activities until the payment has been made or after proper security has been given therefore. The provisions of the preceding sentence are without prejudice to the right of Karsten International to compensation of damage and costs.
15.5  If during the halt of the activities on the ground of the previous section damage of the products occurs, these will not come for the account of Karsten International, provided that in the case of awareness of this, it has pointed out this consequence related to the halt in writing to the Other Party in advance.
15.6  Payments made by the Other Party are in the first instance always to cover all due interest and costs, and in the second instance due invoices that are the longest overdue, even if the Other Party mentions that the payment concerns a later invoice.
15.7  Any legal and extrajudicial costs incurred in collecting the amounts owed, will be for the account of the Other Party.

Article 16 Industrial and Intellectual Property Rights
16.1  Karsten International expressly reserves her right to any intellectual and / or industrial property (brands) in regard to the products supplied by her.

Article 17 Technical Requirements
17.1  If the goods to be delivered in the Netherlands are to be used outside the Netherlands, Karsten International will not be responsible if the goods to be delivered do not meet the technical requirements, standards and/or regulations imposed by the laws or statutes of the country where the goods will be used. This does not apply if the use abroad of the goods was reported when the agreement was concluded, with submission of all necessary information and specifications.
17.2  All other technical requirements imposed by the Other Party with regards to the goods to be delivered and deviating from the requirements as commonly applicable need to, explicitly and in writing, be reported during conclusion of the Agreement.

Article 18 Forfeiture of rights
18.1  All rights of the Other Party will lapse if the Other Party has not brought proceedings within 6 (six) months after the end of the Agreement.

Article 19 Applicable law
19.1  Each Agreement between Karsten International and Other Party is exclusively governed by Dutch law.

Article 20 Disputes
20.1  Any dispute arising from agreements with Karsten International, including claims relating to overdue payments, will be settled by the competent court in the town where Karsten International has registered office, to the exclusion of any other body.