Olie Maatschappij Anglo Nederland BV General Terms and Conditions of Sale
1.1 The conditions apply on sales agreements between Olie Maatschappij Anglo Nederland BV (hereafter called "OMAN") and its customers (hereafter called "purchaser"). Moreover, these conditions are also applicable on tenders, price- offers as well as on all other agreements unless other conditions of OMAN apply on these or deviation from these conditions is specifically stated .
1.2 Deviations from the general conditions of sale apply only insofar these are confirmed in writing by OMAN.
2.1 All supplies occur at a place agreed in advance. Reference to Incoterms apply to the most recent issue of it at the International Chamber of Commerce in Paris. Supply by OMAN or its transporters at a destination requested by the customer is provided at the place which with the usual means of transport and associated standard-equipment can be reasonably reached.
2.2 Supplies will be made after receipt of a written order, unless agreed differently. It is possible that a quantity is supplied which deviates from the ordered quantity. Purchaser agrees to this automatically by submission of his order.
2.3 Measurements and/or weights are according to the standards & methods as used by OMAN and its transporters and are binding.
2.4 Packages can be charged and will not be taken back by OMAN.
2.5 OMAN and its transporters have the right to refuse the supply of products into a warehouse or storage- tank indicated by purchaser, which does not meet reasonable requirements of safety and/or cleanliness. Any costs arising from this may be charged to purchaser. OMAN or its transporters are never responsible for damages arising from a supply made into a storage of purchaser which afterwards appears unsafe or unfit. Purchaser will hold OMAN and its transporters harmless from claims of third parties resulting from this.
2.6 OMAN is committed to supply the quality of product which has been agreed. OMAN does not guarantee the reselling or the application of the product for which the purchaser ordered the product.
2.7 Purchaser must check the products upon delivery immediately on conformity with the order. Complaints concerning the supply, among which understood complaints concerning quality must be made immediately in writing to OMAN. The concerning supply, in this case must be immediately separated from any other remaining stock and OMAN must be allowed to take samples of the supplied quantity.
3.1 Supply takes place against prices as agreed in writing prior to the order. In case of government changes or increases of levies, excise and other taxes, prices may be adjusted and changed without further notice.
3.2 OMAN may change its prices at any time when deemed necessary in order to recover impacts resulting from market-conditions, raw material prices and production costs.
4.1 Payments must be made within the agreed term; set off or calculation of discounts are not allowed.
4.2 If payment is made after expiration of the agreed term of payment; purchaser is liable for the payment of legal interests over the period that the payment has remained in default without further reminder. Costs for recovery and collection of payments by OMAN are at the expense of purchaser.
OMAN has the right to settle amounts due from purchaser against payments due to purchaser.
4.4 OMAN has the right to suspend payments due to purchaser if purchaser is in default for payments for supplies by OMAN, until purchaser has fulfilled its obligations for payment.
5.1 OMAN has the right to make a replacement supply as full compensation for any supply which does not meet the agreed specification and quality, insofar this to circumstances and criteria is reasonable. The maximum liability for any damage resulting from a supply of product not meeting the agreed specification will not exceed the original invoice value of the supply.
5.2 OMAN is never liable for consequence damage, including damages resulting from loss of turnover. Purchaser will hold OMAN harmless for any claims concerning damages for which OMAN in the relation with purchaser is not responsible and/or liable.
5.3 Information and recommendations regarding the application of its products are provided by OMAN on basis of data to the best of its knowledge . Purchaser remains at any time responsible for the correct application of the supplied products and must himself, by means of publications and information provided by the Original Equipment Manufacturer, assess the required and correct product specifications; OMAN’s liability however is in any case limited to the maximum as referred to under sub 5.1 and 5.2.
6.1 OMAN is not liable for untimely- or non-supply if the compliance with the agreement has been temporarily or permanently obstructed or prevented by Force Majeur. This may include (yet not exhaustive mentioned) the following:
-government intervenience to compliance with temporary or permanent measures which seriously affect the supply conditions.
-raw materials-supplies and processing preventions restrictions or obstructions at the supply-, production- or modification of the supply for the products to provide, including not performing subcontractors.
-circumstances that OMAN at the time of contracting the agreement reasonably could not foresee and which is of such influence that OMAN if the circumstances in advance been known, the supply agreement under these conditions had not been contracted.
-OMAN will inform purchaser as soon as possible if and when the circumstances as among other described in 6.1 arise, or otherwise arise from Force Majeur. In that case OMAN has the right to cancel the agreement without any compensation or carry-out the agreement in modified form.
7.1 If the supply is executed and charged with a 0% VAT rate for intra-communautairy transactions, purchaser– in case of own transportation arrangements (the supply is on basis FOB or FCA OMAN Warehouse) - must immediately submit to OMAN a written declaration confirming the VAT number of purchaser which will be used for the transaction and declare that the product is transported by or on behalf of purchaser to another EU Member State. In case OMAN on this basis agrees to invoice with 0% VAT, purchaser is obliged to immediately submit all documentation providing the evidence that the product actually has been transported to another EU Member State, to OMAN. Purchaser is liable for the VAT (including increases and fines) charged to OMAN, if these documents have not or not timely been submitted to OMAN. The supply is carried out as if it were an internal supply and be charged with the appropriate VAT, if either the VAT number provided by purchaser cannot be verified in time with the tax authorities or it appears that the number cannot be used.
8.1 The agreement is governed by Dutch legislation. Any dispute arising in connection with a transaction and/or agreement will be resolved by binding arbitration in Rotterdam (the Netherlands) according to applicable Dutch legislation.
Rotterdam, March 2010
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