1. Definitions
   1. Terms which are capitalized in these terms and conditions of delivery of STC (hereinafter referred to as “Terms and Conditions”) have the following meaning:
      a. Agreement; any agreement between STC and Customer related to the sale of Goods or Services by STC entered into as set forth in section 3.2;
      b. Intellectual Property Rights; all intellectual property rights, including copyrights, patents, utility models, trademarks, service marks, design rights, database rights, proprietary information rights, know-how and all other intellectual or industrial proprietary rights as may or may hereinafter exist anywhere in the world;
      c. Goods; all items supplied or to be supplied by STC to Customer in the implementation of an Agreement;
      d. Customer; each person or entity that enters into an Agreement with STC or the one who gave the order and on whose behalf the order will be delivered;
      e. Services; all services performed by STC for or on behalf of Customer in the implementation of an Agreement, whether or not in connection with the supply of Goods.
      f. STC; STC Trade B.V. with its registered office at Koninginnegracht 39, The Hague (Den Haag) and registered under number 64132471 with the Dutch Chamber of Commerce (Kamer van Koophandel).

 

2. Applicability
   1. These Terms and Conditions amends and prevails over any general terms and conditions issued prior to the date hereof.
   2. STC is authorised to amend these Terms and Conditions. Upon amendment, the amended conditions shall apply to any and all Agreements.
   3. Deviations from these Terms and Conditions and/or amendments and additions to an Agreement are only binding on STC if agreed upon in writing.
   4. Terms in these Terms and Conditions refer to Dutch legal concepts only (as in some cases referred to in the Dutch language between brackets in italics) and shall be interpreted accordingly.

 

3. Formation of the Agreement
   1. These Terms and Conditions apply to and form part of any and all offers made by STC and/or any Agreement and all other legal relationships between STC and Customer connected with the sale of Goods or Services by STC. Unless explicitly agreed otherwise in writing, these Terms and Conditions shall take precedence over any other communication (oral or in writing) between the parties relating to the sale of Goods or Services by STC. The applicability of any general terms or conditions used or to be used by Customer is expressly rejected.
   2. In the event of any conflict between the content of the Agreement and these Terms and Conditions, the specific content of the Agreement will prevail.
   3. An Agreement shall be concluded between the parties at the earliest of (i) conclusion of a written agreement signed by both parties, ii) STC issuing an order confirmation or (iii) STC fulfilling the order. Any orders submitted by Customer are requests and do not bind STC in any way. STC is under no obligation to accept an order.
   4. STC is entitled to perform its obligations under any Agreement by means it deems appropriate e.g. GTC may use both local and foreign affiliated companies/agents for the performance of the contractual obligations and for invoicing the costs/fees thereof. Any such affiliated companies/agents may invoke the applicability of the Terms and Conditions in its (contractual) relation with the Customer.

 

4. Delivery and delivery period
   1. Delivery will take place Ex Works (EXW) as defined in the Incoterms 2020 excluding packaging, STC premises, The Netherlands, unless expressly otherwise agreed upon. In the event STC will arrange transport the cost thereof will be charged to Customer.
   2. Customer shall be obliged to take delivery of the Goods and to do all the acts which can reasonably be expected of Customer in order to enable STC to make the delivery. In the event Customer breaches this obligation, the risk in the Goods shall, irrespective of what trade term applies, pass to Customer on the moment of such breach and all costs incurred by STC in connection with the delivery, as well as any further costs of transport, safekeeping and storage shall be borne by Customer.
   3. A request by Customer to cancel or modify any order (or part thereof) must be submitted and received in writing by STC and is subject to STC’s written approval. Customer may incur charges for order modifications or cancellations. In the event Customer requests expedited delivery of shipments, STC reserves the right to charge Customer for associated costs.
   4. STC reserves the right to deliver in batches and to invoice these batches separately. STC is entitled to consider every delivery and/or every batch as a separate transaction.
   5. Delivery times are indicative. STC’s failure to meet a delivery date or delivery period shall not constitute a breach of the Agreement. In case specific binding date of delivery is agreed and STC fails to deliver in time due to reasons attributable to STC, the Customer shall be entitled to claim liquidated damages of 0,5% for each completed week of delay, calculated on the value of the delayed Goods and/or Services with a maximum of 5%.
   6. In case of any occurrence or threat, either foreseeable or not, beyond the reasonable control of STC, which prevents STC from delivery (“Force Majeure”), the date of delivery will be extended with at least the period of Force Majeure. Cases of Force Majeure are in particular – but not limited to – fire, war or warlike acts, riots, insurrection, mobilisation, floods, earthquakes and other natural disasters, strikes, transport restrictions, unworkable weather conditions and/or delay in the supply of parts, goods or services by third parties. Should the situation of Force Majeure continue in excess of a period of 6 (six) consecutive months, the Customer shall be entitled to terminate the Agreement

 

5. Inspection and returns
   1. Customer is held to inspect the goods at delivery. The Customer shall have no right to reject or refuse the acceptance of Goods due to minor defects which do not prevent the normal operation of the Goods, provided that STC agrees to remedy such defects in compliance with the Agreement.
   2. If STC has undertaken to arrange the transport of the Goods, Customer must examine the Goods for transport damage and must verify that the correct quantity of Goods has been delivered immediately upon arrival at the agreed destination. If any transport damage or deviation in the delivered number of Goods against the ordered quantity of Goods is found, Customer must make a detailed description thereof on the transport document to be signed after receipt of the Goods. The reporting of damages, non-conformities or deficiencies will not relieve Customer from its payment obligations for the Goods.
   3. Returns will be accepted by STC only provided that: (a) STC has approved the return in writing in advance; (b) this is done carriage paid and with reimbursement of costs; (c) the Goods are stock or standard goods; (d) the delivery was made no longer than six (6) weeks previously; and (e) the returned Goods do not amount to more than 10% of the amount of the original delivery.

 

6. Retention of title
   1. All of the delivered Goods – even if it has been contractually agreed that they are to be assembled by a Customer and/or his client, remain the property of STC until Customer has remitted full payment of all that is owed by Customer to STC under the agreement or any other related contract.
   2. Customer is authorized to dispose of the Goods in the context of his normal business operations. Customer shall inform the acquiring third-party of the retention of title for the Goods in favour of STC.
   3. For as long as they are not being used Customer is obliged to clearly separate the delivered Goods from other goods until their ownership has been transferred.

 

7. Intellectual property rights
   1. STC (and its licensors) reserve all Intellectual Property Rights in respect of the Goods and/or Services. The agreement does not entail any transfer of and/or license to any Intellectual Property Rights or knowhow relating to the Goods and/or Services or the drawings, documents or software which may have been made available to Customer, other than a limited license to use the Goods and/or Services, drawings, documents or software as set forth in, and in accordance with, the Agreement.
   2. If STC creates or authorizes the creation of any work (which may include Goods, documentation or other results of the Services) on the basis of materials provided by Customer the following shall apply, unless otherwise agreed:

      a. STC shall be granted an irrevocable, world-wide, royalty-free and fully paid up, non-exclusive and perpetual license under all Intellectual Property Rights to use any such materials for the purpose of the creation of the work or for STC’s internal business purposes;
      b. Customer represents and warrants the materials do not and shall not infringe or violate any third party Intellectual Property Rights and shall indemnify and hold harmless STC against any claims or consequences of claims by third parties based on an (alleged) infringement or other unauthorized use of their Intellectual Property Rights in connection with the supplied materials.
      c. Any Intellectual Property Rights that apply or are related to the works thus created shall exclusively vest with STC or its licensors.

 

8. Warranty
   1. Notwithstanding section 5 (inspection and returns), Customer shall notify STC in writing of any non-conformity of the Goods within five (5) business days from the date when any non-conformity was discovered by Customer and in no event after expiration of the warranty period specified in section 8.3 (warranty), specifying the nature of the non-conformity and providing all available documents, reports and other evidence necessary to evaluate the non-conformity by STC, subject to forfeiting the right to invoke any action based on non-conformity.
   2. Upon receiving a notice of non-conformity as set forth in section 8.1 (warranty), Customer shall arrange transport to STC and STC shall, upon receipt of the Goods, be granted a reasonable time to evaluate the notice and the Goods and, where relevant, propose an appropriate solution. If STC confirms the non-conformity in writing to Customer, STC shall reimburse the costs of transport incurred by Customer. No Goods shall be returned to STC without prior approval from STC. Should this occur, STC will be entitled to demand reimbursement of all costs.
   3. STC warrants that under normal use, and in accordance with the Agreement and all other instructions provided by STC, the Goods shall, at the time of delivery to Customer and for a period of twelve (12) months hereafter (or such other period as may be agreed upon in writing by the parties), conform to the published specifications of the Goods. The goods shall be deemed to conform to such published specifications despite minor discrepancies that do not essentially affect the normal use of the Goods, unless the parties have concluded a separate quality agreement in which case the latter shall prevail. Consumables, such as seals and hoses, are not covered by this guarantee.
   4. STC shall have no obligations under warranty if the alleged defect or non‑conformity is found to have occurred as a result of normal wear and tear, stress testing, exceeding specified maximum operation conditions, misuse, neglect, improper handling, improper installation, improper storage, improper transportation, modification, combining it with other goods, or other circumstances attributable to Customer. STC shall not be liable for any damage resulting from the handling as stated above.
   5. STC’s sole and exclusive obligation, and Customer’s sole and exclusive right, with respect to claims under this warranty shall be limited, at STC’s option, either to the replacement or repair of non-conforming Goods or to an appropriate credit for the purchase price hereof. To the extent title has already passed to Customer, the non-conforming Goods shall become STC’s property as soon as they have been replaced or credited. Unless otherwise agreed in writing, Customer shall not take any legal action based on non-conformity of the Goods, or make a counterclaim based thereon, as a result of any action taken by STC against Customer based on non-performance of the Agreement, after expiry of the warranty period pursuant to section 8.3 (warranty).

 

 

9. Liability
   1. The liability for STC for all claims in connection with or arising out of the Agreement shall not exceed: (a) the purchase price of the Goods as set in the Agreement, (b) the total sum of purchase prices of one chain of orders where the Goods are part of, and (c) in any event, with a limit of the maximum coverage of the insurance company, whichever is lesser.
   2. STC shall in case of delay, defects, product liability or any other circumstances arising out of an Agreement not be liable for any indirect damage, incidental damage consequential damage or punitive damage of any nature, including, but not limited to, loss of profit, loss of savings, re-procurement costs, injury to reputation, loss of customers, damage due to business interruption and damage due to malfunction of a business process or of an administrative organization or damage due to missing a deadline.
   3. STC shall not be liable for any damage in the event that Customer is not using the Goods according to the product specification and/or instructions.
   4. STC shall not be liable for any damage caused to third parties resulting from defects in the design and manufacturing of the Goods and their components, unless and to the extent to be established in accordance to applicable mandatory provisions of law regarding the liability for death or bodily injuries or damage to personal property, directly caused by defective Goods.
   5. Customer shall indemnify and hold STC harmless from any claims for damages of third parties who, for whatever reason, allege to have suffered damage resulting from or caused by the Goods.
   6. Limitations of liability will not apply against the injured party in case the damage resulted from gross negligence or willful misconduct of either party or where liability cannot be excluded or limited under applicable mandatory laws.

 

10. Prices and payment
    1. All prices are given in Euro’s. All prices are excluding VAT and, unless expressly agreed otherwise in writing, excluding other costs such as packaging and transport costs.
    2. In the event of changes to cost price factors, STC reserves the right to adjust the price accordingly. In addition, STC is authorized to index prices annually.
    3. Any amounts which Customer owes STC under the Agreement shall become immediately due and payable in full if:
       a. Customer has failed to make a timely payment to STC;
       b. STC terminates the Agreement pursuant to section 12 (termination, dissolution and suspension)
       c. STC has objective and reasonable grounds to expect that Customer is heading towards bankruptcy.
    4. If Customer fails to pay an amount timely when it becomes due and payable, STC is entitled to statutory interest plus 4% on such amount regarding late payment, to be calculated from the time such amount became due until the time such amount is paid in full.
    5. STC shall be entitled to demand reimbursement of all costs, both extrajudicial and judicial of 15% of the outstanding amount incurred by STC in the process of the collection of the amounts due by Customer pursuant to the Agreement.

 

11. Complaints by Customer
    1. In the event of complaints from Customer concerning the invoice, Customer shall file the complaint in writing within thirty (30) days of the invoice date. If this period is exceeded, Customer loses the right to file said complaints.
    2. The Goods may deviate from the description in the order if and when it comes to small differences in size, color and changes of a subordinate nature. Customer shall take the usual margins into account.
    3. Defects to the Goods that were not apparent at the time of delivery, nor could appear in a careful and timely inspection, must be notified in writing to STC by Customer within five (5) business days after discovery of these defects.
    4. In disputes regarding the quality of the Goods an agency of good standing will be indicated by STC to investigate the quality of the Goods. This decision of this agency is binding upon parties.

 

12. Termination, dissolution and suspension

1. 1. STC has the right to terminate, dissolve or suspend an Agreement in whole or in part without requiring any written notice or default, if:
      a. Customer exceeds a deadline for the performance of its obligations;
      b. Customer applies for suspension of payment, applies for bankruptcy, is declared bankrupt or requests admission to the statutory debt management scheme;
      c. Customer fails to meet any obligation by law or under these conditions;
      If an Agreement is dissolved in full or in part by STC, Customer will be obliged to pay compensation to STC for all costs or loss of profits relating to the dissolved Agreement.
   2. Upon termination of the Agreement and irrespective of the reason for this Customer will purchase all of the Goods held by STC in stock for Customer within seven (7) days of the termination of the Agreement for payment of the price applicable at that time and will accept the Goods immediately following payment.
   3. All possible claims of STC on the Customer in the cases mentioned before in the first paragraph of this article shall immediately become fully due and payable.

 

13. Applicable law and jurisdiction
    1. These Terms and Conditions, any offers and any Agreement between STC and the Customer shall be exclusively governed by and construed in accordance with Dutch law without giving effect to any provisions on choice of law leading to the applicability of the rules of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is not applicable.
    2. Any disputes between or claim(s) made by STC or the Customer arising out of or in connection with these Terms and Conditions and/or an Agreement, including any dispute regarding the existence, validity or termination thereof, shall be settled exclusively by the ordinary courts of law in The Netherlands. The venue shall in first instance be the competent court in The Hague.