GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY

of

Liqcreate products

1. General

These general terms and conditions of sale and delivery shall apply to all offers, quotations and contracts made by Liqcreate (on behalf of ALT Group BV, Chamber of Commerce no.: 68186606) hereinafter ‘Seller’, in which the Seller undertakes to deliver products to the Buyer.
A Buyer can either be a Company (article 1.3) or a Consumer (article 1.4) who enters into an (distance) Agreement with the Seller.
A Company is a natural or legal entity/person who acts in the exercise of a profession or business.
A Consumer is a natural person who does not act in the capacity of a profession or business.
The applicability of general conditions of the Buyer or any other general conditions is expressly rejected.
Departures from these general terms and conditions will only be valid if expressly agreed to in writing by the Seller.
Insofar as these general terms and conditions are also drawn up in a language other than English, in the event of any conflict the English text shall always prevail.
The term ‘in writing’ shall have the following meaning: by letter or by email.

2. Offers and conclusion of agreement

All offers made by the Seller shall be free of obligation.
All information and data contained in product documentation and price lists, whether in electronic or any other form, are binding only to the extent that they are by reference expressly included in the agreement.
An agreement shall come into effect once the Seller has confirmed the order in writing.
In the event that agreement is reached to effect payment by means of a letter of credit, the agreement concerned shall only come into effect once the Seller accepts the relevant irrevocable (confirmed) letter of credit in writing according to UCP 600. This letter of credit will be opened by a bank subject to the acceptance in advance by the Seller and will be opened at the latest five (5) working days after the Seller has sent the order confirmation.
Any offer made or undertaking given by a representative of the Seller shall only be binding so far as the latter confirms this in writing.

3. Prices

Unless otherwise agreed in writing, prices shall be stated in EURO, exclusive of all taxes and VAT and/or any other taxes including sales tax, transportation tax, other than a tax on the Seller’s profits, if applicable. Prices shall exclude exchange fee to EURO, import duties, surcharges, etc. Prices shall also be stated Ex Works (Utrecht, the Netherlands).
Any price cited by the Seller shall be based on the existing monetary conditions, labour costs, procurement prices, duties, taxes and other levies, subsidies and the like prevailing at the time the agreement concerned is conclude In the event that one or more of these cost price components increase after conclusion of the agreement but before the relevant products have been delivered, the Seller shall be entitled to pass on any reasonable price increase to the Buyer.

4. Delivery

The terms and conditions of delivery shall be agreed per transaction. All terms and conditions of delivery shall apply in accordance with the lncoterms 2020. Delivery times shall be determined per transaction. Unless otherwise agreed by the Seller, the products shall be deemed delivered, at the Seller’s discretion, when they leave the Seller’s plant or warehouse. The delivery time shall commence at such time as the relevant agreement is concluded, all official formalities have been completed and the Seller has also accepted any security for payment which may have been agreed or have received any prepayment. Unless otherwise agreed, a specified delivery time shall under no circumstances be deemed to constitute a fatal date. The Seller shall not be in default in respect of such delivery time until the Buyer notifies it in writing that it is in default, in doing so stipulates a reasonable period of time within which the Seller has the opportunity to effect delivery, and the latter still fails to do so.
The Seller shall not be liable for any harm due to late delivery if and insofar as this is attributable to circumstances beyond the Seller’s control and sphere of risk, which is deemed to include late or non- compliance on the part of its suppliers or the transport company it engages.
The Buyer’s failure to comply with his duty to effect payment (or to do so on time), shall have the effect of suspending the Seller‘s duty to effect a delivery.
Unless otherwise agreed in writing, the Buyer shall at his own risk and expense provide for all permits, licenses, dispensations and/or approvals required for the importation of the products.
The Seller reserves the right to effect a delivery in parts. Each partial delivery shall be deemed to represent a separate agreement. The Seller shall be entitled to demand payment for each partial delivery before proceeding with any other.
If the Seller selects the carrier, the Seller may not be held liable either upon this selection nor due to the performance of the carriage service. The Buyer alone is responsible for protecting its rights in respect of the carrier, for addressing any claim for damages suffering during carriage directly to the carrier within the stipulated time periods with a copy sent to the Seller.
The Buyer shall refund to the Seller any carriage costs not included in the price of the products / goods. Whatever the method of carriage uses, the Seller reserves the right to pass on to the Buyer, automatically and ipso jure, even after the contract has been entered into, any fuel surcharge imposed upon the Buyer by carriage service providers or any carriage surcharge which can be attributed to the Seller.
Unless otherwise expressly agreed by the Seller, carriage costs shall include the hire of road vehicles and rail equipment for a round trip and parking for two (2) hours (in the case of road tankers) and 48 hours (in the case of rail tankers) at the Buyer’s plant. The Seller shall be entitled to pass on any costs incurred in relation to any additional period of unavailability. Whatever the mode of collection and carriage used by the Buyer, the Buyer undertakes to comply with the relevant regulations and to use best collection and carriage practices in transporting the products / goods.

5. Payment

The Seller shall at all times have the right to demand full or partial payment in advance as to all other sales, terms of payment shall be determined per transaction. Payment shall be made by bank transfer. The non-payment of an invoice or draft shall constitute a serious breach of contract by the Buyer and authorizes the Seller to suspend other deliveries or to deem the contract as automatically terminated for breach by the Buyer, without prejudice to any other right held by the Seller.
If the Buyer does not meet its payment obligation and has not fulfilled its obligation within the specified payment term (a maximum of 14 days, unless stated otherwise on the proforma invoice / invoice), the Buyer being a Company is in default. The Buyer, being a Consumer, will first receive a written reminder with a term of 14 days after the date of the reminder to still meet the payment obligation, including a statement of the extrajudicial costs if the Consumer does not meet his obligations within that term, before they falls into default.
From the date that the Buyer is in default, the Seller will, without further notice of default, be entitled to the statutory (commercial) interest from the first day of default until full payment and compensation of the extrajudicial costs in accordance with Article 6:96 of the Dutch Civil Code (artikel 6:96 Burgerlijk Wetboek), to be calculated in accordance with the scale from the decision on compensation for extrajudicial collection costs of 1 July 2012.
Furthermore, subject to any other rights the Seller may have pursuant to the law or the agreement, in the absence of timely payment it shall be entitled either to suspend further delivery or to terminate all or part of the relevant agreement without the need for a notice of default or judicial intervention, such as its own discretion and subject to the Seller’s right to seek compensation for any harm it has suffered.
At any rate, the entire purchase price shall fall due with immediate effect in the event that the Buyer fails to effect timely payment or if the Buyer goes bankrupt, is granted a suspension of payments, is placed in the care of a guardian, its possessions are attached, the Buyer dies insofar as the Buyer is a natural person, or in the event that the Buyer’s business is liquidated or dissolved.
Upon or after entering into the agreement and before its implementation, the Seller will be entitled to demand a guarantee from the Buyer that both the payment obligations and any other obligations arising from this agreement will be fulfilled. Refusal by the Buyer to provide the required security gives the Seller the right to suspend its obligations and ultimately, without any notice of default or legal intervention, the right to dissolve the contract wholly or partially, without prejudice to his right to compensation for any damages suffered by the Seller.

6. Retention of title

Where delivery occurs before payment of the entire amount owed pursuant to the agreement, the products supplied shall remain the property of the Seller until all that is owed for the supply of those products, including any collection costs and interest, as well as any amount payable due to the Buyer’s failure to comply with his obligations pursuant to this agreement or any other, is paid in.
Until title to the products passes to the Buyer, the Buyer shall not be entitled to transfer title to them to a third party, to tender them by way of security, to encumber or to pledge them, or to place them at the disposal of a third party in any other way. Nevertheless, the Buyer shall be entitled to sell these products in the normal conduct of his business. The Buyer shall at all times help the Seller exercise its right of ownership. As long as retention of title applies, the Buyer shall have a duty to grant the Seller access to his buildings and premises.
When first so requested by the Seller, the Buyer shall be obliged to pledge to the Seller any accounts receivable the Buyer acquires in respect of products supplied by the Seller which are subject to retention of title and have been sold to his Buyers.
Where packaging has become the property of the Buyer, the Buyer alone is responsible for any consequences associated with the disposal or reuse of this packaging, and the Buyer shall dispose of and/or reuse it in accordance with the applicable regulations. If packaging is reused, the Buyer undertakes to remove the Seller’s name from the packaging. If packaging will be supplied by the Buyer, the Buyer alone is responsible for the choice and quality of the packaging to be used for the products and undertakes to supply packaging that complies with the regulations in force and the requirements of the Seller.

7. Complaints

The Buyer is obliged to check the products upon delivery. There is a difference between:
a. any visible and/or immediately observable defects (article 7.2), or;
b. invisible defects (article 7.3).
If the Buyer fails to report any visible and/or immediately observable defects within eight working days after the date of delivery, the Buyer will be considered to have approved the products supplied and complaints will no longer be considered.
Invisible defects e.g. defects which can only be observed at a later stage than stated in article 7.2, can be reported by the Buyer to the Seller immediately after discovery but not later than five months after the date of delivery. If the Buyer fails to report any invisible objects within this timeframe, the Buyer will be considered to have approved the products supplied and complaints will no longer be considered.
Claims regard of number, measure or weight must be submitted together with copies of the invoices, the batch numbers, the freight- and delivery documents. Other claims must be accompanied by the respective product or a sample.
In case of damage to the products, the Buyer must make, immediately upon delivery, a remark on the transport-document undersigned by the driver in question of which a copy must be submitted as evidence.
The product can only be returned for the account and risk of the Buyer and only after prior written permission has been obtained from the Seller. Any transport for returned product(s) will be organized by the Seller unless otherwise agreed in writing. If the complaint proves to be justified, the Seller is able to refund the costs of transport for returning the goods. In case the Parties did not agreed transport for returned products and the Buyer organized transport, the Seller may exclude itself from the costs of transport.
Unless otherwise agreed in writing, a complaint shall not suspend the Buyer’s payment obligation, not even if the Seller approves a return.
The complaint must contain a description of the defect and the Seller must upon first request be given the opportunity to investigate the complaint.

8. Warranty

The Seller warrants, to the exclusion of any other warranty and/or liability that, on the date of their delivery, the products to be free from any defects in material and workmanship. The Buyer undertakes to inspect them upon delivery and before using them. The Buyer must provide evidence of the existence of any defects or anomalies observed and give the Seller every opportunity to observe such defects or anomalies. If the Buyer has not inspected the quality of the products within the aforementioned time periods or if, having done so, it uses or transfers the products to third parties, the Seller cannot be held liable for any damage of any nature which may result from their use by the Buyer or third parties.
If and insofar as any products or any part do not comply with the agreed quality requirements, the Seller shall, acting at its own discretion, either replace or repair them or shall take back the defective products according to the extent of the faulty delivery and credit the Buyer for the purchase price, assuming that the Buyer has lodged a complaint in accordance with the provisions of Article 7 and the Seller has acknowledged this complaint.
Any parts that become available as a result of a replacement, shall remain/become the Seller’s property. Under no circumstances shall the Seller be liable to the Buyer for any indirect and/or consequential damages suffered such as, in particular, loss of earnings, operating losses, lost profits or commercial opportunity, damage to 3D printers or associated and/or related equipment and tools, increase in overheads or reduction in expected savings, even if such losses or damages were foreseeable.
No warranty shall apply in the event that:
The product is not properly maintained or is not used in accordance with its operation manuals and instructions;
The product has been subjected to faulty repair or modifications by the Buyer or third parties;
The defect is caused by a circumstance primarily located or originating outside the product;
The alleged defect is the result of normal wear and tear; or
The Buyer has continued to use the product after the discovery of the defect, unless prior written permission of the Seller for continuous use has been obtained.

9. Return Policy

The right of withdrawal is excluded for the Buyer being a Company. The Buyer, being a Consumer, has the right to exercise its right of withdrawal within the legal term. If withdrawal applies, the Buyer will handle the Product and the packaging with care. The Buyer will only unpack or use the Product to the extent necessary to determine the nature, characteristics and functioning of the Product. The direct costs for returning the Product are for the account of the Buyer.
Products that cannot be taken back due to customization, sealed products, etc. are excluded from the right of withdrawal. It is not necessary for the Seller to explicitly state this in the offer.
The Seller will accept returns or exchanges, if done so in accordance with articles 9.1 and/or 9.2, under the following conditions:
a. The Buyer should contact the Seller within 15 working days after shipment. After this period, the Seller will not accept returns or exchanges of that shipment.
b. Before returning an item, contact the Seller (info@liqcreate.com) to explain the reason of return or exchange. If the return or exchange of the Buyer is accepted, an ‘return number’ is given which the Buyer should attach to the packet with returned goods.
c. The returned items must be unused, undamaged and in its original unopened packaging in the same condition as received. The Seller does not accept returns or exchanges if the packaging is opened, used or damaged.
d. After accepting the return or exchange, the Buyer should arrange and pay for shipment of the goods to the Seller. For an exchange, the Buyer is responsible for all costs of shipping for the new items.
e. The Seller will refund or exchange products after receiving and inspecting the returned goods.
f. A restocking fee of 10% will be deducted from the refund fee.

10. Transfer of Risk

The risk of loss or damage to the products that are the subject of the Agreement passes to the Buyer, being a Company, at the moment when the goods leave the warehouse of the Seller. For Consumers, the above-mentioned risk will pass to the Buyer if the Products have been provided under the Buyer’s control. This is the case if the Products have been delivered to the delivery address of the Buyer. Delivery to ‘neighbors’ or to a ‘pick up point’ is considered to be delivered to the address of the Buyer.

11. Liability

If the performance of the Agreement by the Seller leads to liability of the Seller towards the Buyer or third parties, that liability is limited to the costs charged by the Seller in connection with the Agreement, unless the damage was caused by intent or gross negligence. The liability of the Seller is in any case limited to the maximum amount paid out by the insurance company per event per year.
The Seller is not liable for consequential damage, indirect damage, loss of profit and/or loss suffered, lost savings and damage as a result of the use of the delivered Products is excluded. A restriction applies to the Consumer in accordance with what is permitted under Article 7:24 paragraph 2 of the Dutch Civil Code (artikel 7:24 lid 2 Burgerlijk Wetboek).
The Seller is not liable for and/or obliged to repair damage caused by the use of the Product. The Seller provides strict usage instructions to be followed by the Buyer. These instructions and advice are made available and are displayed on the website of the Seller (www.liqcreate.com). All damage to Products as a result of wearing and using is expressly excluded from liability (this includes traces of use, use damage, fall damage, light and water damage, theft, loss, etc.).
The Seller is not liable for damage that is or may be the result of any act or omission as a result of (incomplete and/or incorrect) information on the website(s) or linked websites.
The Seller is not responsible for errors and/or irregularities in the functionality of the website and is not liable for malfunctions or the unavailability of the website for any reason.
The Seller does not guarantee a correct and complete transmission of the content of and e-mail sent by/on behalf of the Seller, nor for the timely receipt thereof.
All claims of the Buyer due to shortcomings on the part of the Seller lapse if they are not reported in writing and with reasons to the Seller within one year after the Buyer was aware or could reasonably have been aware of the facts on which it bases its claims. All claims of the Buyer expire in any case one year after the termination of the Agreement.

12. Force majeure

In the event of war, civil unrest, rioting, strikes (total or partial), administrative decisions, changes in regulations, third-party action, act of state, fire, flood, other disasters and any other circumstances beyond the Seller’s control irrespective of whether or not this occurs on its premises, those of its suppliers or the transport company it engages, or in the event of any change in circumstances of such a nature that the Seller cannot reasonably be required to fulfill its obligations, the Seller shall be entitled to withdraw its quotations, suspend deliveries or terminate any relevant agreement without judicial intervention, and it shall not be required to provide any compensation.
In the event that the Seller relies on force majeure, it shall immediately notify the Buyer thereof in writing, and also of the cessation thereof.
Where the Seller has already executed part of an agreement, the Buyer shall pay the purchase price for any products that have been delivered.

13. Suspension and termination

In the event that the Buyer fails to comply with his obligations pursuant to an agreement into which he has entered, or fails to do so properly or on time, if there are grounds to fear that this will occur, or in the event that the Buyer applies for a suspension of payments, files for bankruptcy or liquidates his business, the Seller shall be entitled to suspend or terminate the agreement concerned without the need to give notice of default or for judicial intervention, and it shall not have a duty to provide any form of compensation.
Any claim on the part of the Seller pertaining to a part of the agreement which has already been executed, or harm suffered as a result of its suspension or termination, which shall be deemed to include loss of profit, shall fall due with immediate effect.

14. Intellectual property rights

The Seller reserves all of its intellectual property rights in connection with the products which it supplies.
The Buyer shall not be permitted to modify all or part of any product supplied, or to affix any other trademark to it, to use the relevant mark in any other way, or to register it in his own name.
In offering or delivering products similar to the Seller’s products, in price lists and promotion material and in any promotional activity, the Buyer shall refrain from any reference to the Seller’s products, from the use of the word ‘loco’ or any equivalent thereof, and of any other reference to the Seller’s products be it by using any trade mark or trade name belonging to the Seller.
When the Buyer processes raw materials delivered by the Seller, he shall refrain on the goods processed, in printed matter or advertisements etc. from the use of any denomination given to those raw materials by the Seller. Every statement that the Buyers’ product contains any raw material or component delivered by the Seller is subject to the Seller’s prior written consent.

15. Privacy, data processing and security

The Seller handles the (personal) data of the Buyer and visitors to the website(s) with care. If requested, the Seller will inform the data subject.
If the Seller is required to provide information security under the Agreement, this security will comply with the agreed specifications and a security level that, in view of the state of the art, the sensitivity of the data, and the associated costs, is not unreasonable.

16. Governing law and forum

These general terms and conditions and any agreements entered into by the Seller shall be solely governed by and construed in accordance with the law of the Netherlands.
In case of any dispute the competent court in Utrecht, the Netherlands, will be entitled to deal with the dispute unless the Seller would elect to submit the dispute to competent courts else In the event a claim against the Buyer is brought by a third party in a different court, the Buyer herby waives its right to call the Seller’s guarantee before such court so that in any event, this choice of forum clause shall prevail.
The provisions of Clause 12 leave intact the right of the Seller to obtain a settlement by means of arbitration of the International Chamber of Commerce under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrator(s). The place of arbitration will be Amsterdam, the Netherlands. The arbitral procedure shall be conducted in the Dutch language or English language.

General terms and conditions of sale and delivery – date of revision = 18-08-2021 (V2)