General

These General Conditions of Sale and Delivery (“General Conditions”) are applicable to all offerings, sales and deliveries by SI Technologies International B.V. (“STI”) to buyer (“Buyer”) of all goods and/or services (hereinafter to be referred to individually and jointly as the “Goods”). By entering into an agreement with STI under these General Conditions, Buyer accepts their applicability and that they will also apply to all future transactions with STI, even if such future transactions contain no explicit reference to the applicability of these General Conditions.

No other conditions
2.1 No terms and conditions used by the Buyer shall apply, regardless of whether any reference thereto was made after Buyer’s receipt of these General Conditions.
2.2 ‘Written’ or ‘in writing’ shall include any electronic communication between STI and Buyer.
2.3 These General Conditions are available at www.sitecin.com. STI reserves the right to amend these General Conditions at any time. STI shall notify Buyer of any such change by (a) sending Buyer a copy of the General Conditions as amended, or (b) uploading the General Conditions as amended onto the website stated, or (c) otherwise. The General Conditions as amended will take effect from such time as Buyer could have had access thereto and will apply to all orders placed by Buyer and confirmed by STI from that time.

3. Quotations, orders and confirmation
3.1 Quotations in any form whatsoever do not bind STI and are merely an invitation for Buyer to place an order. All STI’s price quotes may be revoked or changed without prior notice.
3.2 Orders will bind STI only if accepted by STI in a written order confirmations (“Order Confirmation”). STI may always refuse an order without giving reasons. Each Order Confirmation constitutes a separate sales transaction for the Goods stated therein, and any defective delivery of such Goods will have no legal or other impact on other Order Confirmations.
3.3 A price quote only applies to the volumes for which the price quote was issued.
3.4 Oral statements and commitments will bind STI only to the extent that they were confirmed or recorded through an act or written confirmation on the part of STI.

4. Delivery and acceptance
4.1 Deliveries are made on the agreed terms. If no delivery terms are stated in the Order Confirmation, delivery is made cost insurance freight (“CIF”).
4.2 Delivery times and/or dates are estimates; time is not of the essence, unless explicitly agrees otherwise in the Order Confirmation. STI may deliver the Goods in separate batches and invoice them separately. STI is not liable for any indirect and/or consequential damage caused by any delay in the agreed and firm delivery date. Any late delivery of Goods shall not relieve Buyer from its obligation to take receipt of the Goods. If the quantity of the Goods delivered varies from STI’s Order Confirmation, Buyer will not be entitled to refuse the Goods.

5. Prices
5.1 The agreed prices and currencies are valid for the agreed period of time. Unless otherwise agreed, STI’s prices include standard packaging and are exclusive of VAT and/or similar taxes, duties, charges and/or costs levied on the Goods and/or delivery (“Taxes”) in any country. Taxes are payable by Buyer and stated in the invoice or charged separately by STI to Buyer. If STI grants a discount, the discount only applies to the delivery specifically identified in the Order Confirmation.
5.2 Unless the prices have been indicated as firm by STI in the Order Confirmation, STI is entitled to increase the price of the Goods still be delivered. STI must notify Buyer of any such increase.

6. Payment
6.1 Unless expressly stated otherwise in the Order Confirmation, payment of the price agreed for the Goods must be made into the bank account states in the invoice within thirty (30) days of the invoice date. Buyer may not (i) set off any invoice amounts owed to STI or (ii) postpone its payment obligations to STI on the grounds that Buyer has any counterclaims against STI.
6.2 If Payment is overdue, Buyer owes interest at a rate of 1.5% per month calculated from the due date until all such time as all due amounts have been paid in full. All internal and external costs incurred by STI in collecting any overdue invoices in or out of court (including without limitation attorney fees, bailiff fees and experts’ fees, court duties and other litigation costs) are payable by Buyer.
6.3 Every payment made by Buyer shall serve first as payment towards any judicial and extra judicial collection costs incurred and any interest owed by Buyer, and then to satisfy the most senior debt owed by Buyer, regardless of any payment instruction by Buyer to the contrary.
6.4 Complaints about an invoice must be submitted to STI in writing within eight (8) days of the invoice date. After that term, the invoice is considered approved by Buyer.
6.5 Buyer must, at STI’s first request, provide payment guarantees or security for the payment of the purchase prices (including interest and costs) owed to STI for the Goods delivered or to be delivered by STI on the basis of an Order Confirmation.

7. Cancellation
If Buyer refuses or rejects any Goods in a manner other than agreed or cancels or refuses to recognize an Order Confirmation of STI, STI will be entitled – in addition to claiming compensations for all other losses caused by any such move – to claim payment of: the price of the Goods if STI is reasonably unable to resell the Goods to a third party, or liquidated damages equal to fifty per cent (50%) of the price for the Goods is STI can resell the Goods or if the law allows no other legal action regarding the price.

8. Transfer of risk and retention of title 
8.1 The risk of the Goods shall pass to Buyer at the time of delivery agreed in the Order Confirmation. If delivery is made CIF, that will be the time when the Goods are delivered at the agreed port.
8.2 If a prepayment is agreed, Goods of which the delivery is postponed awaiting payment from Buyer will be stored by STI at Buyer’s risk and expense. The same applies to Goods rejected or not taken by Buyer although STI has met all of its obligations.
8.3 Title to the Goods delivered or to be delivered shall not pass to Buyer until STI has received full payment of all amounts owed by Buyer to STI for those Goods (purchase prices, interest and costs.)
8.4 In the event of termination on the basis of article 17 of these General Conditions, STI will, without prejudice to all its other rights, be entitled to require the immediate return of the Goods or, where necessary, claim back the Goods using its right of repossession (Sections 7:39-44 Dutch Civil Code).
8.5 As long as title of the Goods remains with STI pursuant to this article, Buyer is entitled to use the Goods only to the extent required in the ordinary course of its business and must, to the extent possible:
1. keep the Goods separate from similar goods delivered by other suppliers in a clearly identifiable manner;
2. notify STI immediately of any claims by third parties which may affect the Goods; and
take out adequate insurance for the Goods.
8.6 Goods of the kind delivered by STI to Buyer found at Buyer’s premises are presumed to be STI’s property as long as Buyer fails to meet all of its payment obligations to STI (purchase prices and interest and costs).

9. Inspection and conformity to specifications
9.1 To limit any damage, Buyer must inspect the Goods and satisfy itself that the Goods delivered meet all contractual requirements (“Specifications”) before using, processing, transporting, storing or selling the Goods (the “Use”). Use of the Goods without prior inspection shall be deemed to be an unconditional acceptance of the Goods and a waiver of all claims in respect of the Goods.
9.2 Subject to forfeiture of all rights, complaints about any defect, default or shortcoming regarding the Goods which would be apparent from a reasonable inspection on delivery must be made in writing and be received by STI within fourteen (14) days of the date of delivery, and complaints about any other defects, within fourteen (14) days of the date when the defect was apparent or could have been apparent, but in no event later than six months after receipt of the Goods.
9.3 If, on inspection of the quality of the Goods, Buyer finds any deviations, Buyer must so notify STI immediately in writing, stating the analysis findings and retaining the sample or samples used in the analysis.
9.4 Any samples supplied to Buyer are supplied solely for information purposes and in no way imply any express or implied conditions or warranties of any kind, including as to quality, description, merchantability or suitability or fitness for any purpose, and Buyer shall be deemed to have satisfied itself as to such matters prior to ordering the Goods.
9.5 Defects in a demonstrable part of the Goods do not entitle Buyer to reject the entire delivery of the Goods. Complaints, if any, do not affect Buyer’s obligation to pay as defined in article 6. After receiving a notice of defect, STI is entitled to suspend further deliveries until the cause of the complaint has been established or the defect has been totally cured.

10. Limited warranty
10.1 STI solely warrants that the goods shall conform to the Specifications at the time of delivery as defined in article 8.1.
10.2 If to the extent Goods fail to meet the Specifications as defined in article 9 STI may within reasonable time either replace the defective Goods at no charge of Buyer, or issue a credit for the value of such Goods in the amount of the original invoice price.
10.3 The Goods are suitable solely for use in accordance with STI’s product information.

11. Limitation of liability
11.1 Notwithstanding STI’s above mentioned obligation to replace defective Goods or issue a credit therefore, STI shall under no circumstances be liable towards Buyer or any other legal entity or private individual for any other or additional direct, indirect, consequential and/or special damage. 
11.2 STI’s liability shall under no circumstances exceed the amounts invoiced for the defective Goods paid by Buyer to STI, including such transport costs as were for STI’s account.

12. Force Majeure
12.1 STI shall not be liable in any manner for any damage, costs and/or expenses arising from or connected with any delay in, restriction on or interference with the performance of, or any other failure to perform, any of its obligations to Buyer causes by circumstances beyond STI’s  reasonable control, including without limitation natural disasters, laws and regulations, administrative orders, decrees, legislative measures, government action or other administrative measures, court orders, earthquakes, floods, fire, explosions, war, terrorism, riots, sabotage, accidents, epidemics, strike action, lockouts, work-to-rule action, labour unrest, problems in sourcing the necessary staff or raw materials, lack of transport means of traffic jams, failure of factory or essential machinery, emergency repairs or maintenance, disruption or lack of public amenities, late delivery of or defects in goods and/or services delivered by STI’s suppliers or subcontractors (“Force Majeure”).
12.2 If any event of Force Majeure occurs, STI must notify Buyer thereof immediately in writing, stating the cause of the Force Majeure and explaining how it will affect the performance of its obligations arising from STI’s Order Confirmation. In the event of a delay, STI’s obligation to deliver will be postponed for a period equal to the loss of time caused by the Force Majeure. In the event of Force Majeure continues or is expected to continue for more than two (2)  months after the agreed delivery date, STI will be entitled to cancel the relevant part of the Order Confirmation without incurring any liability to Buyer.
12.3 If the Force Majeure concerns the late delivery of or any defects in goods and/or services delivered by STI’s suppliers or sub-contractors, STI will not be required to purchase those goods and/or services from other suppliers or subcontractors. In such cases STI will be entitled to distribute the available quantity of Goods among its customers, taking into account the quantities STI requires for its own purposes.

13. Information, indemnity
Buyer acknowledges that data in STI’s catalogues, specification sheets and other descriptive publications distributed or published on its websites by STI may accordingly be varied from time to time without (prior) notice. Any statement, recommendation, advice, sample or other information of STI in relation to the Specifications, the Goods and their Use shall be furnished for the accommodation of Buyer only.

14. Compliance with laws and standards
STI does not guarantee that the Goods shall conform to any law or regulation, code or standard (“Laws and Standards”), unless expressly stated in the Order Confirmation or Specifications.

15. Independent contractors
STI and Buyer are independent contractors, and the relationship created by these General Conditions shall not be deemed to be that of principal or agent. No sale to or obligation of either party towards a third party shall in any way bind the other party.

16. Non-assignment
Neither party may assign any of the rights and/or obligations under the Order Confirmation without the prior written consent of the other party, provided however that STI may assign such rights and obligations. Wholly or partly, to any of its parent companies, subsidiaries or affiliates or to a third party acquiring all or a substantial or a substantial part of STI’s assets or business relating to the Goods.

17. Suspension and termination
17.1 If Buyer fails to perform its obligations or if STI has doubts about whether Buyer will be able to perform its obligations properly, in a timely fashion or at all, and Buyer fails to provide to adequate security for its performance within thirty (30) days of STI’s demand for such assurance; or if Buyer becomes insolvent or goes into liquidation (otherwise than for the purpose of a reorganization or merger) or any bankruptcy proceeding shall be instated by or against Buyer or if a trustee or receiver or administrator is appointed for Buyer’s assets or if Buyer enters into a composition with or makes any assignment for the benefit of its creditors, or when Buyer’s assets are attached, then, without prejudice of any other rights of STI, STI may by notice in writing forthwith :
(i) demand re-delivery and take repossession of any delivered Goods which have not been paid for, for which purpose Buyer hereby grants an irrevocable right and license to STI to enter upon all or any of the premises where the Goods are or may be located and all costs relating to the recovery of the Goods shall be for the account of Buyer; and/or
(ii) suspend its performances by cancelling agreed deliveries, unless Buyer pays for the Goods in cash in advance or, at STI’s request, provides adequate security for such payment, without a court order being required and without liability for STI of whatsoever kind arising out of or in connection with such suspension or cancellation.
17.2 In the events referred to in (i) and/or (ii), all amounts owed by Buyer to STI shall become due and payable instantly, with the exception of those relating to the Goods that were re-delivered or repossessed.
17.3 If any circumstances occur that prevent Buyer from performing any of its obligations to STI properly or in a timely fashion, Buyer must notify STI thereof without delay in writing.

18. No waiver
Failure by STI to enforce at any time any provision of these General Conditions shall not be construed as a waiver of its rights.

19. Severability and conversion
In the event that any provision of these General Conditions shall be held to be invalid, the same shall not affect in any respect whatsoever the validity of the remaining provisions. The pertaining provisions held to be invalid or unenforceable shall be reformed to provisions satisfying the legal and economic intent of the original provisions to the maximum extent permitted by law.

20. Limitation of action
Without prejudice to article 9 of these General Conditions, no action by Buyer shall be brought unless (i) Buyer first provides written notice to STI of any claim alleged to exist against STI within thirty (30) days after the event complained of first became known to Buyer and (ii) an action in this regard is actually commenced by Buyer within twelve (12) months after such notice.

21. Intellectual Property
STI is the exclusive owner and proprietor of any (whether or not registered) intellectual property rights, such as trademarks, trade names and logos, of STI. All rights that have been derived from the use and/or the registration thereof accrue and will continue to accrue to STI.

22. Governing law and jurisdiction
22.1 The Order Confirmation and these General Conditions and the parties’ rights and obligations arising from the same shall be governed by the laws of the Netherlands, excluding principles of conflict of laws. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
22.2 The parties agree that any disputes concerning the Order Confirmation, these General Conditions or the rights and obligations arising from same shall be resolved exclusively by the District Court in The Hague, without prejudice to STI’s right to submit the dispute to the courts in the place where Buyer is established, and the parties do hereby consent to the jurisdiction of those courts and waive any objection which they may have, now or hereafter, to such forum for the resolution of such disputes.