General terms and conditions of sale.

These general terms and conditions of sale apply to every supply of goods and related services by Chemtive Group B.V. and its subsidiaries, unless a signed framework agreement expressly states otherwise.

Where a purchase order contains terms that conflict with these conditions, these conditions prevail. Acceptance of delivery constitutes acceptance of these terms. Our silence on a customer’s standard purchase terms is never acceptance of them.

Quotations are valid for thirty days unless stated otherwise on the quotation, and are subject to product availability at the time of order confirmation. Prices for bulk products may be indexed to a published feedstock reference where the quotation says so.

A contract is formed only on our written order confirmation, which sets out the product, specification, quantity, packaging, price, delivery term and lead time. The order confirmation is the definitive record of what was agreed.

Goods are supplied to the specification stated in the order confirmation and evidenced by the certificate of analysis for the delivered batch. Values outside a stated specification tolerance are a defect; values within it are not, even where they differ from a previous delivery.

Technical data, application advice and formulation support are given in good faith and free of charge. They do not constitute a warranty of fitness for a particular purpose. The customer remains responsible for qualifying the material in its own process and for the regulatory position of its finished product.

Delivery terms are Incoterms® 2020 as stated in the order confirmation. Risk passes at the point specified by the applicable Incoterm; title passes only on receipt of payment in full.

Lead times are commitments we plan to and will notify against in advance of the delivery window if they are at risk. We are not liable for delay caused by an event outside our reasonable control, including port or lane closure, force majeure at a producing plant, or a regulatory hold.

The customer shall inspect goods on arrival. Claims for shortage, visible damage or incorrect goods must be notified within seven days of delivery, with the delivery note and photographs. Claims for quality defects must be notified within thirty days of delivery and before the material is processed.

Where a claim is substantiated we will, at our option, replace the goods, credit the invoice value, or arrange collection and refund. Material must be retained in original packaging and available for sampling until the claim is closed.

Prices are exclusive of VAT, duties and levies unless stated. Payment terms are thirty days from invoice date against an approved credit line, or as stated in the order confirmation.

Late payment accrues statutory interest without further notice. We may suspend outstanding deliveries where an account is materially overdue, having given written notice. Payment may not be withheld on account of a claim under clause 5 except to the extent of the disputed line.

Every order is screened for sanctions, dual-use classification and end use before dispatch. The customer warrants that goods will not be used for, or resold into, any restricted end use, and will supply an end-use statement on request.

We may refuse or cancel an order, at any point and without liability, where screening is unresolved, where the end use is not clear, or where fulfilment would breach trade controls in any jurisdiction the transaction touches.

The current safety data sheet is supplied with the first delivery of every product and on each revision. The customer is responsible for ensuring that its personnel are trained, that storage conditions in section 7 of the safety data sheet are met, and that downstream labelling obligations are fulfilled.

Our 24/7 product safety line is available for any spill, exposure or transport incident involving material supplied by us, whether or not liability is established.

Our aggregate liability for any claim is limited to the invoice value of the goods giving rise to it. We exclude liability for indirect and consequential loss, including loss of profit, production or contract, to the extent permitted by law.

Nothing in these conditions limits liability for death or personal injury caused by negligence, for fraud, or for any liability that cannot lawfully be limited.

These conditions are governed by the law of the Netherlands, excluding the Vienna Convention on Contracts for the International Sale of Goods. The courts of Rotterdam have exclusive jurisdiction.

The parties will attempt to resolve any dispute at senior commercial level before commencing proceedings. This does not prevent either party from seeking urgent interim relief.