STANDARD CONDITIONS

Standard Conditions of Bison International

Article 1 – Validity
Bison International is the trade name of Bison International B.V., which has its registered office in Goes, the Netherlands, and is registered at the Chamber of Commerce in Middelburg under number HR 22009162.

Unless expressly agreed otherwise, these conditions apply to all offers, contracts of purchase and sale, and deliveries of all goods and services which are put into circulation and/or provided by us. The buyer accepts the applicability of these conditions simply by placing an order. Buyer’s conditions that differ from these conditions are expressly rejected unless and until we have expressly declared in writing that the said buying conditions are applicable to a specific transaction. If and in so far as an offer and/or contract between the buyer and us contains provisions differing from the offers and/or contracts governed by these conditions, without the applicability of such provisions having been expressly excluded, the other provisions of these conditions shall remain fully in force.

If a provision of these conditions proves to be invalid, the arrangement most favourable to us shall apply and the other conditions shall remain fully in force.

Article 2 - Offers and orders
1)         All oral and written offers (including those made in the form of price lists issued by us) and orders shall be entirely without obligation and may be revoked immediately after acceptance, unless agreed otherwise in writing.

2)         All other oral and written offers, including those made by our representatives or other personnel, shall lapse as a result of a new offer, unless the opposite is stated by us in the new offer.

3)         If goods are ordered by the buyer without a price having been expressly agreed, this order shall be performed at the price applicable at the time of the order, independently of any offers made previously or prices calculated previously.

4)         A discrepancy of 10% between the quantity agreed and  the quantity delivered is permitted, subject to the proviso that the buyer is obliged to accept and pay for the amount delivered up to 10% more or 10% less than the quantity agreed, subject to a minimum of 1 kg.

5)         If we have not made a binding offer in writing, we shall be entitled not to accept orders. We are in that case obliged to give notice of this to the buyer within seven working days, calculated from the receipt of the order.

6)         Unless stated or agreed otherwise, all products are delivered gross for net. Thin liquid products are generally delivered at their net content measurement or weight.

Article 3 - Marks, designs and packaging
Unless expressly agreed otherwise in writing with us, our products, bearing one or more of our marks, shall be resold in unchanged design and in the original packaging and may not be sold under a different name and/or marks.

Article 4 - Reservation of title 
1)         The delivered products remain our exclusive property until there has been full payment of all claims - in respect of these or other deliveries - resulting from the contracts. If the buyer does not fulfil his obligations or we have reason to believe that he will not do so we may retake possession of the products forthwith. The buyer must keep the products separately and/or mark them. The costs of retaking possession will be charged to the buyer.

2)         If necessary, the buyer is obliged to cooperate fully with us in taking measures which serve to protect our reserved title, for example by allowing access to his business if we wish to retake possession of his products.

3)         Without prejudice to the provisions of paragraph 1 of this article, all risks relating to the delivered goods shall be borne by the buyer.

Article 5 - Delivery period
The delivery period shall start after the order has been accepted by us, unless the buyer must still fulfil certain conditions. In that case the delivery period shall start on the day on which the buyer has fulfilled these conditions.

Agreed delivery dates and times are merely targets, unless expressly agreed otherwise. Delayed delivery shall not confer any right on the buyer to compensation or to cancellation of the agreement. 

Article 6 - Deliveries and transport
1)         Unless provided otherwise, the products and services are delivered free to the agreed destination. The ICC Incoterms 2010 shall apply in this respect.

2)         In so far as no time has been agreed, the seller shall be entitled to deliver the products and services (or cause them to be delivered) at the agreed delivery address on any working day between 0800 hrs. and 1600 hrs.The buyer shall ensure that the waiting time between the moment at which arrival is reported and the moment at which the unloading of the products can start does not exceed 15 minutes.

3)         Orders of Euro 375 or more shall be delivered free. Orders under Euro 350 are not delivered.

Article 7 – Payment
1)        Payment should be made within 30 days of the date of the invoice, without any deduction.

2)         If there is good reason to assume that the buyer will not perform a contract of sale and purchase or will not do so in full, we shall be entitled to require payment in advance or the provision of security before making delivery or further delivery. If the buyer remains in default, any duty to make delivery to which we may be subject shall lapse, without prejudice to our right to compensation from the buyer of all loss and damage, costs and interests. We always have the right to make delivery C.O.D.

3)         All payments shall be remitted to our giro or bank accounts or shall be made in cash in exchange for a receipt signed by us. Only payments made in the manner indicated by us are valid. The buyer is not permitted a right of set-off.

4)         If payment is not made on the due date the buyer shall pay annual interest calculated from the due date at a rate of 2% above the statutory rate of interest.

5)         If the buyer fails to pay any amount, all sums payable by him to us shall become immediately due and payable in their entirety and we may claim immediate payment thereof. In such a case we may suspend the performance of all orders accepted for the buyer until the amount which has become due and payable in accordance with the previous sentence is paid within a period specified by us and security acceptable to us has been provided by the buyer for the payment of all other orders to be performed for the buyer.

Article 8 – Insolvency, etc.
In the event of insolvency, suspension of payments, termination of the activities of the buyer or liquidation of his business or in the event of acquisition by a third party, we shall be entitled - with or without giving notice of default and without recourse to the courts - to suspend the performance of the contract or, at our discretion, to treat it as a fully or partially cancelled.

Article 9 – Resale
The buyer of our products undertakes - in so far as this is not contrary to statutory provisions - not to sell them to abroad without our written permission and not to sell them without our written permission to customers whom he knows, or should reasonably suspect, will export these goods.

Article 10 – Complaints
1)         Complaints about visible defects, damage, shortages, packaging, quality or the price of the delivered products or on any other grounds whatever shall be submitted in writing within 7 days of receipt of the goods but no later than 14 days of dispatch of goods. Complaints about hidden defects of the delivered products should be submitted in writing within 14 days of the date on which the buyer discovers the unfitness of the products, but in any event no later than 6 months after delivery of the products.

If a shorter use-by period is stated on the packaging, the complaints should be submitted within this period.

After the expiry of the said periods, every right of complaint on any grounds whatever lapses.

Complaints of any kind whatever do not suspend the payment obligations of the buyer and may be communicated to us only in writing within the periods described in this article.

No complaint whatever is admissible if the buyer has processed or resold the goods and could have discovered the alleged defects in the products. No complaint is admissible in respect of differences in the colour or properties of the product that are technically unavoidable.

The unfitness of delivered products may be demonstrated by the buyer by all means, subject to the proviso that the only form of unfitness that will be recognised is non-compliance with the seller’s specifications applicable to the product.

2)         Products may not be returned unless we have given our prior written consent and they are returned free.

Article 11 – Liability
1)         If we have given written or oral advice on processing, we cannot accept any liability for the results, owing to the great variety of materials with which we work.

2)         Our obligation to pay compensation in respect of the unfitness of products delivered by us, incorrect documentation, processing and other advice, guidance and inspection shall never exceed the amount of the invoice for the delivered products or the part thereof to which the complaint relates.

Article 12 - Force majeure
1)         If we are prevented by force majeure from performing the contract, or if performance becomes more difficult or expensive as a result of force majeure, we have the right - without recourse to the courts - to cancel performance of the agreement fully or partly, at our discretion, without being obliged to pay any compensation or being bound by any warranty.

2)         Force majeure is for this purpose deemed to mean all circumstances, both foreseeable and unforeseeable, as a result of which performance of the contract can no longer reasonably be expected by the customer, including strikes, lock-outs, fire, breakdown of machinery, and other disruptions to our operations, either in our own plant or in that of our suppliers, transport problems and other events beyond our control such as war, blockade, riots, epidemics, flooding, storm, devaluation and inflation, and any sudden increase in the price of raw materials, energy costs, import duties and excise duties and/or taxes in which our country or another country from which we wish to obtain the materials necessary for the delivery is involved, and delayed delivery by our suppliers.

Article 13 - Address for service, applicable law
1)         All contracts which come into being - including contracts resulting from such contracts - shall be governed exclusively by the law of the Netherlands, as applicable to the part of the Kingdom of the Netherlands in Europe.

2)         The court in Middelburg shall have exclusive jurisdiction in this matter in accordance with the rules of absolute competence, subject to appeal, unless the buyer informs us in writing within one month of the date on which we invoke this clause that he wishes this dispute to be heard by the court which is competent by law.

Article 14 - Amendment of the standard conditions
1)         We are entitled to amend these standard conditions without giving prior notice.

2)         The standard conditions that were applicable on the day that the order was noted by us shall apply to orders placed previously, unless agreed otherwise. 

Article 15 - Entry into effect
The standard conditions shall take effect on 1 March 2000 and are deposited at the Registry of the District Court in Middelburg. A copy will be sent to the buyer on request. 

All previous standard conditions hereby cease to have effect.