1. General (Conditions are registered at Chamber of Commerce, nr: 18036442)
1.1. These General Conditions shall apply to all offers made by and Agreements entered into with
Eurofar International B.V. (referred to hereinafter as: Eurofar).
1.2. Any derogations from the provisions of the General Conditions must be agreed in writing. In that
case any remaining provisions of these General Agreements shall remain in full force. The
alternative provision agreed shall only apply to the Agreement for which said alternative
provision has been agreed.
1.3. Once these General Provisions apply, they shall also apply to new Agreements between the
parties without any further declaration to that effect being required, unless agreed otherwise in
writing.
1.4. If any provision of these General Conditions should be null and void, or be annulled, or be
declared inapplicable in any other way, the remaining provisions of these General Conditions
shall remain in full force, and the parties shall agree an alternative provision to replace the void,
annulled or inapplicable provision, which alternative provision shall express the intention and
purport of the void, annulled or inapplicable provision to the extent as possible.
1.5. General Conditions used by the Customer of Eurofar shall not apply, whether Eurofar has
expressly rejected their applicability or not, unless Eurofar has expressly approved of their
applicability in writing. “Customer” is understood to mean any natural or legal person which has
or enters into any contractual relationship of any kind with Eurofar.
1.6. Eurofar shall have the right to modify and supplement these General Conditions.
1.7. These General Conditions are available in English also. Where the English text differs
from the Dutch text, the General Conditions in Dutch shall be binding. No rights may be
derived from the English translation of these General Conditions.
2. Offers and Agreements
2.1. All offers shall be free of engagement unless agreed otherwise, shall be as accurate as possible
and shall be made on the basis of specifications, dimensions, drawings and such provided by or
on behalf of Customer at the time of the request. The noncommittal character of offers shall also
apply to orders placed with Eurofar by Customer or request submitted to Eurofar by Customer
through its personnel or agents. Offers shall be valid for 14 days unless the offer specifies a
different term of validity.
2.2. An Agreement shall not be entered into until after the moment at which the order confirmation
sent to Customer by Eurofar has been signed and returned by Customer and received and
signed by Eurofar.
2.3. Eurofar shall have the right to carry out an Agreement in parts and to invoice Customer for each
separate split order. Each split order shall be considered a separate order in the sense of these
Conditions.
2.4. The order confirmation shall contain any information in connection with the order as the order
shall be carried out. Customer is expressly under the obligation to inspect the order confirmation
immediately, and shall report any inaccuracies in writing, within three business days after the
date of dispatch. If no such report is submitted within the term as specified in the previous
sentence, Customer shall not have the right to address this issue at a later point in time, for
example by submitting a complaint in connection with the delivery, as referred to in article 15.
2.5. Customer shall be under the obligation – if delivery is to take place outside the Netherlands – to
notify Eurofar in writing of any mandatory legal regulations which may apply to the performance
in the country in which the Agreement is to be carried out; said notification must in any case be
given prior to Eurofar making the offer. Failing such notification Eurofar shall not accept any
liability for any nonobservance of said mandatory legal regulations, irrespective of the legislation
of the country concerned.
2.6. Obvious clerical errors in offers, order confirmations and Agreements shall not be binding on
Eurofar. In such cases Eurofar shall always have the right to correct the error.
3. Illustrations, dimensions, weights, technical data and such
3.1. Illustrations, dimensions, weights and (technical) descriptions in offers, brochures, drawings and
such provided by Eurofar or any third parties shall be free of engagement, and shall be drawn
up as accurately as possible, but shall provide a general representation, and shall not be
binding on Eurofar, and shall be subject to change
3.2. Any advice, calculations and communications provided by Eurofar about the possible
applications of products to be supplied by Eurofar shall be free of engagement and shall only be
provided as noncommittal information.
4. Prices
4.1. All prices shall at all times be based on supplier’s prices, prices of materials and such as valid at
the time of the offer.
4.2. If – after the date of the offer – supplier’s prices, prices of materials or other factors determining
price (including increases in price due to fluctuations in exchange rates or if as a result of
changes of one or more of these factors the margins for Eurofar should change, even if this
occurs due to circumstances that could have been foreseen at the time of the offer) are
increased by 2% or more, Eurofar shall have the right to modify its price until the point in time at
which delivery to Customer has taken place.
4.3. If the price increase should be in excess of 25% compared to the price that was agreed
originally, Customer shall have the right to rescind the order by means of a written notification to
that effect, to be sent within 3 business days after the date of the notification of the price
increase, without ensuing right for Customer to demand any damages on account of this
rescission.
4.4. If Eurofar should call in any third party for the execution of the Agreement, and said third party
should increase its prices, Eurofar shall have the right to charge to Customer the new prices
and/or rates as they apply, taking effect immediately.
4.5. The prices quoted by Eurofar shall at all times be in euro or US dollars, unless agreed
otherwise, and shall at all times be exclusive of value added tax (“VAT”, Dutch: “BTW”) and
other levies equivalent to those.
4.6. Any direct and indirect costs caused by delays in the preparation, production or delivery of
products due to a failure on Customer’s part to provide instructions, information or cooperation,
shall be borne by Customer. The statement of the costs concerned to be submitted by Eurofar
shall be binding on Customer.
5. Security and advance payments
5.1. Before proceeding to carry out respectively continuing to carry out the Agreement, Eurofar shall
at all times have the right to demand from Customer that Customer provides an advance
payment for the payment obligations of Customer as resulting from the Agreement up to but not
exceeding the amount in connection with the Agreement, or – at the discretion of Eurofar – to
demand that Customer provides sufficient security as customary in financial bank transactions
such as an irrevocable bank guarantee up to but not exceeding rhe amount which Customer is
required to pay on account of the Agreement.
5.2. If Customer should refuse to provide an advance payment or a security as referred to in the
previous sentence, Eurofar shall have the right to resind the Agreement taking effect
immediately by means of a written notification to that effect, without prejudice to any other
grounds for rescission as referred to in these Conditions and without prejudice to Eurofar’s right
to a compensation of damage caused to Eurofar as a result of the rescission.
6. Modification or cancellation of the order
6.1. Modification of the order of any kind by Customer shall be subject to Eurofar’s express written
approval. Any surcharges in connection with these modifications shall be charged to Customer.
6.2. In the event of cancellation Customer shall be under the obligation to pay to Eurofar any costs
of preparations, storage, purchase (of materials) and such, incurred for the purpose of the
execution of the order, to be increased by a compensation in the amount of 25% of the price
agreed, the above without prejudice to the right of Eurofar to be compensated for any damage
caused by the cancellation.
6.3. Without prejudice to the above provision, modification of the execution of the order as desired
by Customer after the order has been given shall be communicated to Eurofar in writing, in
time, and in clear specifications.
6.4. Modification or cancellation of an order shall not be allowed in case of custom-made products
and products which have already been shipped for delivery.
6.5. Urgent modifications of an order that has already been placed, communicated verbally or by
telephone shall be carried out exclusively at Customer’s risk and for Customer’s account.
6.6. Modification of an order that has already been placed may result in changes in the delivery
period as agreed originally, in which case the provision of article 8 of these Conditions shall
apply in full.
7. Subcontracting to third parties
7.1. Eurofar shall have the right to subcontract the order placed by Customer or part thereof, to a
third party.
7.2. With regard to products or parts of products manufactured by a third party Eurofar shall be
considered as Customer’s resupplier only, and Eurofar shall not be under the obligation to
provide to Customer a warranty in excess of the warranty given to Eurofar by said third party.
7.3. If requested Eurofar shall inform Customer of its (legal) position towards the third party as
referred to in the previous sentence, in particular concerning claims for damages against and
obligations to provide compensation on the part of said third party. In case of any claim for
damages Eurofar shall mediate between said third party and Customer, without being liable for
any compensation itself.
8. Delivery
8.1. Delivery as referred to in these Conditions is the act performed by Eurofar in order to fulfil its
obligation to supply. Also in view of the provision of article 11 in connection with the reservation
of title, delivery shall not necessarily intend or result in a transfer of the ownership.
8.2. If a delivery period has been agreed, this period shall commence at the point in time at which
the signed order confirmation is returned and received and signed by Eurofar in accordance
with that provided by article 2 of these Conditions. If the execution of the order requires specific
information or requires that specific formalities are observed, the delivery period shall not
commence until after all information is obtained by Eurofar or all required formalities have been
observed. If a first payment is demanded by Eurofar at the time at which the order is placed, the
delivery period shall not commence until after the day at which said payment is received by
Eurofar.
8.3. The delivery periods specified by Eurofar shall at all times be free of engagement, shall
therefore at all times be approximate, and shall never be final dates as referred to by law.
Nonobservance of the delivery period due to whatever reason shall never give Customer the
right to compensation, to rescind the Agreement or the right not to fulfil any obligation on its part
resulting from the Agreement concerned or any other Agreement in connection with this
Agreement, unless in case of intent or gross negligence on the part of Eurofar, mistakes
committed by its personnel or by third parties called in by Eurofar expressly excluded.
8.4. Delays in the execution of the Agreement due to whatever reason, including those caused by
personnel or suppliers of Eurofar, shall automatically result in an extension of the delivery period
quoted by the number of days of the duration of the delay.
8.5. Postponement of delivery at Customer’s request shall only take place after the express written
approval of Eurofar. Any costs and losses caused to Eurofar due to a postponement shall be
borne by Customer. The statement of the costs concerned to be submitted by Eurofar shall be
binding on Customer.
8.6. Customer shall at all times – if it is Customer’s opinion that Eurofar has failed to observe the
delivery period – be required to send Eurofar a written notice of default, and to allow Eurofar an
additional delivery period of 2 months.
8.7. In case of nonobservance of the delivery period by more than one month Customer shall have
the right to cancel an order for standard products without any ensuing costs in connection with
this cancellation. In case of nonobservance of the delivery period cancellation of products
especially ordered for or to be modofied for or to be custom made for Customer, shall never be
possible.
8.8. In addition to the above provision, damage caused to Customer due to nonobservance of the
delivery period shall be subject to the provision in article 17 of these Conditions.
8.9. Place of delivery is the place as specified in the order confirmation. Transport to said place is
carried out by Eurofar’s own means of transport and/or means of transport of third parties, the
costs of which are borne by Eurofar, unless expressly agreed otherwise. From the time of
delivery at the place as specified in the order confirmation the products shall be at Customer’s
risk and for Customer’s account.
8.10. If no place of delivery has been specified or if free delivery has been agreed, deliveries shall
take place ex works, which means the place from which delivery takes place by or on behalf of
Eurofar, exclusive of packaging and at Customer’s risk.
8.11. In case of orders and/or shipments to be delivered outside the Netherlands the ex-works
(Dutch: ‘af-magazijn’) clause as referred to in the Incoterms 2000 shall apply, which means that
the products shall be ready for acceptance by Customer in accordance with this clause at a
time to be specified, unless a different arrangement for transport and delivery has been made in
writing.
8.12. In case of a change in the place of delivery Customer shall be under the obligation to inform
Eurofar of that chance in writing at least 10 days prior to delivery, providing all details of the new
place of delivery.
8.13. Any costs incurred by Eurofar due to Customer’s failure to promptly or fully fulfil the obligations
on the part of Customer as referred to above shall be borne by Customer.
8.14. Before any order confirmation can be signed, the customer will agree to a way of transportation
of the goods. This choice will also be indicated on the order confirmation which a Customer has
to sign to enter into an agreement with Eurofar. These ways of transportation are (see
Incoterms 2010): DAP – Delivered at Place (named place of destination) Eurofar pays for
carriage to the named place, except for costs related to import clearance, and assumes all risks
prior to the point that the goods are ready for unloading by the customer. DDP – Delivered
Duty Paid (named place of destination): Eurofar is responsible for delivering the goods to the
named place in the country of the customer, and pays all costs in bringing the goods to the
destination including import duties and taxes.CFR – Cost and Freight (named port of
destination): Eurofar must pay the costs and freight to bring the goods to the port of destination.
However, risk is transferred to the customer once the goods are loaded on the vessel. Maritime
transport only and Insurance for the goods is NOT included. This term is formerly known as
CNF (C&F). FOB – Free on Board (named port of shipment): Eurofar must load the goods on
board of the vessel nominated by the customer. Cost and risks are for the customer once the
goods are actually on board of the vessel. Eurofar must clear the goods for export. The
customer must instruct Eurofar the details of the vessel and the port where the goods are to be
loaded, and there is no reference to, or provision for, the use of a carrier or forwarder.
9. Packaging materials
9.1. The packaging of the products to be delivered shall be suitable for shipment under normal
circumstances. Additional costs caused by higher specifications or other demands of
Customer’s with regard to packaging shall be borne by Customer. The statement of the costs
concerned to be submitted by Eurofar shall be binding on Customer.
9.2. Pallets shall remain the property of Eurofar. If they are not returned free of charge in sound
condition within 28 days of delivery they shall be charged at cost price.
10. Suspension and rescission
10.1. In the event that Customer:
should not, not promptly or not fully fulfil any obligation resulting from the Agreement concerned
or any other Agreement entered into with Eurofar, including any financial obligations and any
obligations as referred to in acticle 5; or is faced with attachment of its products; or applies for a
bankruptcy of the enterprise itself or if the bankruptcy is applied for by a third party; or applies for
a postponement of payment; or suspends or dissolves the company or is placed under judicial
disability and/or legal restraint and/or any equivalent foreign legal measure; or enters into any
settlement with creditors without the knowledge of Eurofar or fails to pay any amounts due to
third parties after expiry of the term of payment, Customer shall be deemed to be in default by
operation of the law, without notice of default being required, and Eurofar shall have the right to
suspend the execution of any Agreement or part thereo entered into with Customer, without any
court intervention being required or – at the discretion of Eurofar – to rescind the Agreement(s)
or part thereof by means of a written notification to that effect without Eurofar being required to
pay any (further) damages or to provide any (further) guarantee, all this without prejudice to any
other rights of Eurofar’s, also including the right to return any products supplied by Eurofar to
which the reservation of title as referred to hereinafter in article 11 applies, and the right to full
damages.
10.2. In all cases as referred to in paragraph 1 any and all claims against Customer’s which Eurofar
may have or obtain shall fall due immediately.
11. Reservation of title
11.1. Any products supplied shall not become Customer’s property until Customer has fully
observed all its obligations concerning the counterperformance and/or purchase price
towards Eurofar under the Agreement which resulted in the delivery of the products
concerned, or by virtue of any other Agreements entered into with Customer’s for the
delivery of products and on account of claims resulting from Customer’s failure to
comply with its obligations resulting from the Agreements.
11.2. Until the moment at which Customer has fully and properly complied with its
obligations as referred to above any products supplied shall remain the property of
Eurofar. Customer shall not have the right to sell or process the products unless
Eurofar has approved of that in writing. Neither shall Customer have the right to leaseto-sell,
lease, allow the use of the products referred to above, to pledge them to or use
them as security towards third parties in any way, or to allow any third party the actual
control thereof without Eurofar’s written approval.
11.3. For the case of accession (article 5:14 Dutch Civil Code – “natrekking, artikel 5:14
BW”) and confusion (“vermening”, article 5:15 BW) Customer now and for henceforth
undertakes, for the application of the above legal provisions, to qualify the products
supplied by Eurofar as principal property in the sense of the law, so that the entire
good shall become Eurofar’s property due to the accession or confusion, until the
moment at which Customer has fulfilled the obligation as referred to in paragraph 1.
11.4. Customer shall be under the obligation to show the products referred to in this article
at Eurofar’s first request, and to immediately hand them over to Eurofar if requested in
the event of non-payment and in case of a rescission as referred to in article 10.
11.5. Customer shall also be considered now and for henceforth to have given Eurofar the
irrevocable authorization to access all Customer’s company sites and premises in
order to inspect the condition of the products, and to take back the products in
accordance with the provision of the previous paragraph under the given
circumstances.
11.6. Customer shall be credited for the ‘ex works’ value of the products taken back on the
basis of this article, provided that the products are in their original condition, and/or are
otherwise useful for Eurofar, without prejudice to the right of Eurofar to use this credit
note to balance any financial obligations of Customer’s (including damages) towards
Eurofar, in accordance with the provision of article 12 concerning the application of
payments.
11.7. Customer shall be under the obligation to insure the products referred to in this article
against the risks of fire, theft, damage caused by storm and water, in such a way that
the insurance policy concerned contains the provision that the insurance also covers
products of third parties.
11.8. Customer is expressly prohibited to pledge to third parties or to provide to third parties
as security in the broadest sense any claims towards its insurer by virtue of the
insurance as referred to in the previous paragraph, to the extent that they apply to the
products referred to in this article. Payments on account of damage and loss of the
products referred to in this article shall replace the products concerned.
12. Payment
12.1. To the extent that no other conditions of payment have been agreed in writing or have
been specified below, Customer shall be under the obligation to pay the grand total of
the invoice within 30 days of invoice date. For invoices containing net prices a term of
payment of 10 days shall apply. Discounts for fast payment shall not apply.
12.2. Payments shall be made at Eurofar’s office or through a bank account to be specified
by Eurofar. The cost of collection of cheques shall be borne by Customer.
12.3. Customer shall not have the right to balance any outstanding invoices with any claim
against Eurofar, Customer shall not have the right towards Eurofar to have property
held by Customer attached.
12.4. In case Customer has not effected payment within the term of payment as referred to
in paragraph 1 Customer shall be deemed to be in default by operation of the law, and
Customer shall owe a contractual interest in the amount of 1% per month from the due
date until the day of final payment without any demand or notification of default being
required, all this without prejudice to any other rights of Eurofar’s.
12.5. Payments made by Customer shall be applied in accordance with article 6:44 Dutch
Civil Code, therefore payments shall first be applied against the costs, including those
as referred to in article 13, then against the interest as referred to in paragraph 4, and
finally against the principal amount due.
12.6. In the event of non-observance of payment obligations on the part of Customer,
Eurofar shall have the right to rescind the Agreement taking effect immediately or tot
suspend (further) delivery of products and/or services until such point in time at which
Customer has fully observed its (payment) obligations, including payment of any costs
and interest due.
13. Costs
13.1. In addition to the obligations as resulting from these General Conditions and any
Agreements entered into Customer shall also owe to Eurofar any and all judicial and
extrajudicial costs incurred by Eurofar in order to enforce fulfilment, rescission or
damages resulting from the Agreement(s) entered into, which may be demanded from
Customer both in legal proceedings and extrajudicial matters.
13.2. Customer shall be under the obligation to pay extrajudicial costs in any case in which
Eurofar has called in the services of a third party for legal assistance including the
collection of amounts due to Eurofar.
13.3. Without prejudice to any further rights and claims the extrajudicial cost shall in any
case amount to 15% of the principal amount due, respectively of the amount
demanded from Customer by Eurofar, or from Eurofar by Customer, in a minimum
amount of € 250,00 exclusive of VAT.
14. Right of Retention
14.1. Eurofar shall have the right to suspend the obligation to deliver products held by
Eurofar as part of the legal relationship concerned or otherwise as part of regular
contacts, until Customer has fulfilled its obligation to compensate damage caused to
Eurofar and to pay any outstanding amounts including interest and costs.
15. Warranty, complaints and returns
15.1. Eurofar guarantees the soundness of the construction of the products supplied by
Eurofar for a period of one year after delivery, unless expressly agreed otherwise. For
products not manufactured by Eurofar itself Eurofar shall not provide a warranty in
excess of the warranty given to Eurofar by its supplier(s). Eurofar shall inform
Customer about this warranty in more detail at request.
15.2. If the construction of the products supplied by Eurofar appears to be unsound or in
case of lacking quality during the term as referred to in paragraph 1, Eurofar shall
merely be under the obligation to replace said products by other identical products on
restitution of the products to be replaced, or – this at Eurofar’s discretion – to restitution
of the invoice amount for the products to be replaced, on restitution of these products.
Each claim shall carry a percentage excess to be paid by Customer in the amount of
2% of the total order amount, (the total order amount will be measured yearly from July
1 until June 30), exclusive of VAT for the products complained against.
15.3. Without prejudice to that provided for by these Conditions in connection with liability
Eurofar shall never be under the obligation to remedy or compensate any form of
indirect or consequential damage caused by the products to be replaced by Eurofar.
15.4. Customer shall only be entitled to the warranty in accordance with these Conditions, if
and to the extent that Customer has observed all its payment obligations towards
Eurofar.
15.5. Any complaint as referred to in this article shall contain a clear description of the
complaint. Complaints submitted in a different manner of submitted to third parties
shall be null and void, and shall not be looked into.
15.6. Customer shall be required to immediately inspect the products supplied using the
order confirmation provided by Eurofar, and complaints shall be based on differences
between that supplied compared to the order confirmation.
15.7. To further detail the provision of paragraph 1, complaints concerning visible defects
and concerning quantities, dimensions and finish may only be submitted if they are
communicated to Eurofar within 2 days of delivery of the products, either by telephone
(followed by a written confirmation), or by fax.
15.8. The Customer who has not inspected the sound condition of the products supplied,
their quantities, dimensions and finish within 2 days of receipt, shall be deemed to
have unconditionally approved of the delivery.
15.9. Subject to the provision of paragraph 14 Customer may submit complaints concerning
hidden defects in writing and within 8 days of their discovery.
15.10. Complaints shall not entitle Customer tot suspend payment of the invoice in
connection with the products delivered to which the complaints apply, or to suspend
payment of other invoices.
15.11. Eurofar shall not be obliged to honour complaints in connection with defects or
mistakes in designs, construction methods and such specified by or on behalf of
Customer.
15.12. Neither shall Eurofar be made liable for warranty in case of inexpert use of the
products supplied by Eurofar or in case products supplied by Eurofar have
subsequently been processed, repaired or altered in any other way by Customer or
third parties on behalf of Customer.
15.13. Products supplied and accepted by Customer in accordance with this provision
shall never be taken back.
15.14. Any claim by virtue of this article shall expire 3 months after the date of the
invoice in connection the delivery containing the products about which Customer
wishes to submit a complaint, unless expressly agreed otherwise.
15.15. If it has been established that Customer has submitted an unjustified complaint
to Eurofar about the products supplied by Eurofar, Customer shall be under the
obligation to cover to Eurofar any costs in connection with this complaint, to a
minimum of € 250,00 exclusive of VAT.
16. Force Majeure
16.1. Disruptions in the company of Eurofar due to Force Majeure (in the framework of
Agreements between parties to which these Conditions apply, the following
circumstances shall be deemed to constitute Force Majeure: war, mobilization, riot,
flood, disruption of transport, stagnation respectively limitations or stoppage of supply
by the public utility companies, lack of resources for generating energy, fire, accidents,
strike, lock-outs, actions by trade unions as a result of which production and/or delivery
is unreasonably onerous or impossible, measures by the authorities, failure in the
delivery to Eurofar of necessary materials, products and/or semi-manufactured
products by third parties, loss of the goods to be supplied to Customer, and any other
unforeseen circumstances, including those in the country of origin of the goods, which
disrupt the normal course of business in Eurofar’s company, and delay or reasonably
prevent the execution of the order(s), will release Eurofar from the obligation to
observe the delivery time agreed and/or its obligation to deliver, without Customer
being able to assert any right to compensation of damage, costs and interest on
account of that. Eurofar shall notify Customer immediately in case a circumstance of
Force Majeure as referred to in the previous sentence should occur.
16.2. In case Force Majeure is to be considered permanent, both Eurofar and Customer
shall be entitled to rescind the Agreement or part thereof by means of a written
notification to that effect. Force Majeure shall in any case occur in the event that Force
Majeure continues for more than 4 months. Neither Eurofar not Customer shall in that
case be entitled to claim damages.
17. Liability
17.1. Without prejudice to general rules of public order and that provided for in the Dutch
Civil Code with regard to product liability (articles 6:185 through 6:193 BW),
observance by Eurofar of its obligation to deliver, subject to the provisions for warranty
and complaints in article 15, shall at all times be the sole and general compensation
for damage, and any other claim for damages by Customer shall be void.
17.2. Eurofar shall never be obliged towards Customer, not being a consumer, to
compensate costs and damage caused by personal injury. Eurofar shall never be
obliged towards Customer to compensate costs and damage caused by damage to
movable and immovable property, loss of added value to products supplied, in the
event that they become entirely or partly unusable, caused to Customer or third parties
either directly or indirectly, and any other damage of whatever kind, unless Customer
proves that the damage is the result of intent or gross negligence on the part of
Eurofar, its personnel expressly excluded.
17.3. Eurofar shall never be liable towards Customer for damage caused to Customer due to
claims brought by third parties, including its own personnel, on account of any damage
of whatever kind, caused by the products which were (re)sold to Customer by Eurofar.
Claims brought by third parties as referred to above shall include claims by virtue of
legal provisions in connection with product liability.
17.4. Customer shall be under the obligation to handle the products delivered by Eurofar
with appropriate expert care, and to use them in a correct way, i.e. in any case not in
an improper manner and not to use them for a different purpose than the purpose for
which they are suitable by objective standards.
17.5. Eurofar shall not acknowledge any liability for consequential or operating damage,
indirect damage, loss of economies and profit or turnover of whatever kind and
however caused by Eurofar, unless in case of intent or gross negligence on the part of
Eurofar.
17.6. If requested Eurofar shall be prepared to provide specific advice to Customer about a
specific application, provided that Customer informs Eurofar in full detail about the
intended application. The use of the advice shall at all times be Customer’s own
responsibility.
17.7. All that which has been included in this provision shall fully apply to any damage
directly or indirectly caused by an advice as referred to in paragraph 6 or any
assembly work or repairs carried out at Customer’s request; where product liability is
referred to in connection with damage that is directly or indirectly caused by an advice
provided or assembly work or repairs carried out by Eurofar, said designation shall
cover both product liability and/or service liability.
17.8. Customer shall compensate Eurofar for any damage caused to Eurofar due to any
claim for damages submitted by any third party, including own personnel of
Customer’s, in connection with damage caused by products resold by Eurofar,
expressly including claims for damages on the basis of legal provisions of product
liability and service liability and those in connection with violation of patents and/or
other intellectual property rights on the part of Eurofar due to the use of information,
drawings, instructions concerning products to be manufactured and/or methods to be
used, and such, provided by or on behalf of Customer.
17.9. To the extent that Eurofar is made liable by any third parties as referred to in
paragraph 8, Customer shall fully compensate to Eurofar any and all costs of legal and
other assistance to be incurred by Eurofar on account of these claims for damages,
such as defence proceedings, negotiations and such. These costs shall be deemed to
be at least 15% of the damages claimed, without prejudice to the right of Eurofar to
make Customer liable for the actual costs of legal assistance incurred by Eurofar.
17.10. Without prejudice to the above provision Eurofar shall never be liable towards
Customer for an amount in excess of the amount of the price agreed with Customer in
connection with the Agreement for the delivery of the products which directly or
indirectly resulted in the claim for damages, expressly including damage caused by
delay.
17.11. In all cases in which Customer is obliged to pay damages to Eurofar by virtue of
this provision, Customer shall also be obliged to immediately comply with Eurofar’s
demand that Customer indemnify Eurofar in court proceedings.
17.12. The right to claim damages on account of all Agreements covered by these
Conditions shall expire after one year after the invoice date.
18. Waiver of the right of rescission
18.1. Customer expressly waives its right to demand that the Agreement be rescinded as
provided for in article 6:265 Dutch Civil Code due to default on the part of Eurofar,
unless in case of a situation as referred to in article 16 of these Conditions.
19. Intellectual property rights
19.1. By placing the order Customer declares to unconditionally agree that any and all
intellectual property rights resulting from the calculations, models, drawings,
descriptions, blueprints and schedules made by Eurofar for the purpose of the
execution of the Agreement shall vest respectively continue to vest in Eurofar, this
without prejudice to any contributions to the creation of such works by or on behalf of
Customer. If such works are provided to Customer then Customer shall be under the
obligation to observe strict secrecy, and shall not be authorized to reproduce and/or
make them available to any third parties without Eurofar’s written consent.
19.2. However, Customers which professionally resell Eurofar products in their own name
and for their own account or the account of a third party, shall be authorized to make
available the documents as referred to above to their purchasers.
19.3. By placing the order Customer declares to unconditionally agree that any and all
intellectual property rights in the products to be supplied by Eurofar, shall for now and
henceforth vest in Eurofar.
19.4. Customer shall be prohibited to change or remove from the products supplied by
Eurofar any designation in connection with intellectual property rights.
20. Applicable law and competent judge
20.1. All offers, order confirmations and Agreements shall be governed by Dutch law
exclusively; the application of the Vienna Sales convention is expressly excluded.
20.2. All disputes in connection with or resulting from the Agreements entered into with
Eurofar, respectively offers and order confirmations provided by Eurofar shall
exclusively be adjudicated by the competent judge in the district of Breda, unless to
the extent that any mandatory legal regulations applicable in the Netherlands should
require otherwise.

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