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1. Applicability

1.1. These general terms and conditions apply to - and form an inseparable part of - every offer, quotation and agreement relating to products of any nature to be delivered by 2D Silicawaters B.V. Berkel en Rodenrijs, hereinafter referred to as "user", unless expressly agreed otherwise in writing.

1.2. In these general terms and conditions, "client" means any (legal) person who orders and/or buys goods from or through user.

1.3 These terms and conditions may only be deviated from if the parties have expressly agreed to this in writing.

2. Conclusion and amendment of agreement

2.1 All offers and quotations by the User, in whatever form they are made, are without obligation unless the offer includes a period for acceptance. Only by written (order) confirmation from user or by actual execution by user an agreement is established.

2.2 All indications in offers, quotations or agreements and the appendices thereto, such as images, drawings, sizes, weights, yields and colors and, in addition, the properties of any trial copies provided, shall only be indicative. Minor deviations shall therefore not be for the account and risk of the User.

2.3 Obvious clerical errors or mistakes in user's offers shall release it from the obligation to perform and/or any obligations to pay damages arising therefrom, even after the conclusion of the contract.

3. Execution of the agreement

3.1 Delivery shall take place in accordance with the Incoterm in force: Ex Works. If the Customer refuses to take delivery at the agreed time, or is negligent in providing information or instructions necessary for delivery, User shall be entitled to store the products at the Customer's expense and risk.

3.2 Goods shall be deemed delivered as soon as User has notified the Customer that the goods, whether or not yet to be assembled in whole or in part, are ready for collection by User or a third party or to be dispatched by order of the Customer. From the moment of delivery, the items delivered shall be at the client's risk.

3.3 If the parties expressly agree that User shall arrange for the transport of the products, both the costs and the risk of loss or damage during transport shall be borne by the Customer.

3.4 The statement of delivery terms in offers, quotations, agreements or otherwise is always made by user to the best of its knowledge and these terms will be observed as much as possible, but they are not binding.

4. Prices

4.1 All prices are in euros and are exclusive of sales tax and other government levies. Any special additional costs relating to the import and/or customs clearance of goods to be delivered by the User to the Customer are not included in the price and shall therefore be borne by the Customer.

4.2 The amounts stated in user's offers are based on the prices, rates, wages, taxes and other factors relevant to the price level existing at the time of the offer. If after the (order) confirmation there is a change in one or more of the mentioned factors, user shall be entitled to adjust the agreed price accordingly. If pursuant to the present provision a price increase is undertaken, and the increase amounts to more than 10% of the total agreed amount, the customer shall be entitled to dissolve the agreement in writing within eight days after it became aware or could have become aware of the price increase.

5. Payment

5.1 Payment must always be made within 30 days of the invoice date. The client is not entitled to set off any claim against user against the amounts charged by user.

5.2 User shall always be entitled to invoice delivered or delivered items by partial delivery.

5.3 Payment shall be made by deposit or transfer into a bank or giro account designated by the User. User always has the right, both before and after the conclusion of the agreement, to demand security for payment and/or advance payment, such with suspension of the execution of the agreement by user, until the security has been provided and/or the advance payment has been received by user. Should prepayment be refused, user shall be authorized to dissolve the agreement and client shall be liable for any resulting damage for user.

5.4 The User shall be entitled to suspend the issue of products in its custody for the Customer in connection with the performance of the agreed work until all payments due by the Customer to the User have been paid in full.

5.5 If payment is not made on time, the client is legally in default without notice of default being necessary. From that moment, the customer shall owe the user statutory commercial interest as referred to in Section 6:119a of the Dutch Civil Code.

5.6 If no payment has been received after the expiry of a further payment term set by written demand, the client shall owe a penalty equal to 10% of the principal sum owed by the client to the user including VAT, regardless of whether the user has had to incur extrajudicial collection costs and without prejudice to the user's right to claim damages.

5.7 Without prejudice to the User's other rights under this article, the Customer shall be obliged to reimburse the User for collection costs incurred by the User beyond the sending of a single demand or the mere submission of an - unaccepted - settlement proposal, the obtaining of simple information or the compilation of the file in the usual manner. These costs shall be determined on the basis of the guidelines applicable at that time at courts in the Netherlands.

5.8 The applicability of Article 6:92 of the Dutch Civil Code is excluded with respect to the penalty clause contained in this Article.

6. Warranty

6.1 If the User provides the Principal with a guarantee in respect of the work or products it has delivered or will deliver, it shall notify the Principal expressly in writing. In the absence of such express written notification, the client may not invoke any warranty, without prejudice to its statutory rights under mandatory provisions.

6.2 If a claim under the User's guarantee is well-founded, the User shall, at the User's discretion, repair the products to be delivered or still deliver them as agreed, unless this has meanwhile become demonstrably pointless for the Principal. If user informs client that he will repair, client shall put the delivered products at user's disposal again, at his expense and risk.

6.3 All possible guarantee obligations of user lapse if errors, defects or imperfections with respect to those goods are the result of incorrect, careless or incompetent use or management of delivered goods by the client or third parties engaged by the client, or if they are the result of an external cause such as, for example, fire or water damage, or if the client or a third party has made changes or has had changes made to the goods delivered by user without user's permission.

7. Advertisement

7.1 Any complaints about a product supplied by the User must be immediately communicated by the Customer to the User in writing, stating reasons. If 5 days have elapsed since the delivery of the products, the client can no longer make justified complaints, unless the defect would not have been noticeable upon careful and timely inspection at the time of delivery. In this case, the client must inform user of the defect in writing, stating reasons, within 5 days after the defect became known or could have become known to the client.

7.2 Without prior written consent, User shall not be obliged to accept return shipments from the Customer. Acceptance of return shipments in no case implies recognition by user of the reason for return stated by the client. The risk with respect to returned products remains with the client until the products have been credited by user.

7.3 If the Customer makes an appeal to any agreed guarantee scheme but that appeal subsequently proves to be unjustified, the User shall be entitled to charge the Customer for the work and costs of investigation and repair that have resulted on its part from that appeal in accordance with its usual rates, with a minimum of €100.

8. Retention of title

8.1 All products to be delivered and supplied by the User shall remain the property of the User under all circumstances, as long as the Customer has not paid any claim of the User, including in any case the purchase price, extrajudicial costs, interest, penalties and any other claims as mentioned in article 3:92, paragraph 2 of the Dutch Civil Code.

8.2 The customer is obliged to keep the products delivered under retention of title with due care and as recognizable property of the user.

8.3 The customer is not authorized to pledge, otherwise encumber or transfer all or part of the products delivered under retention of title to third parties until such time as ownership thereof has been transferred to it, except to the extent that such transfer is made in the ordinary course of the customer's business.

8.4 If the client fails to meet its payment obligations to the user or the user has good reason to fear that the client will fail to meet those obligations, the user shall be entitled to take back the goods delivered under retention of title. The client shall cooperate and grant the user free access to its premises and/or buildings at all times to inspect the goods and/or to exercise the user's rights. After repossession, the client shall be credited for the market value, which in no case can be higher than the original price the client had agreed with user, less the costs arising for user from the repossession.

9. Dissolution and termination

9.1 The customer shall be deemed to be in default if it fails to fulfill any obligation under the agreement or fails to do so in a timely manner, as well as if the customer fails to comply with a written demand for full fulfillment within a specified reasonable period.

9.2 In the event of default on the part of the customer, the user shall be entitled, without any obligation to pay compensation and without prejudice to the rights accruing to it, to dissolve the contract in whole or in part by means of a written communication addressed to the customer for that purpose and/or to demand immediate payment in full of any amount owed by the customer to the user and/or to invoke retention of title.

9.3 User shall be entitled to terminate the agreement with immediate effect if the client applies for a suspension of payment or bankruptcy or an attachment is levied on all or part of its assets. All amounts invoiced shall then become immediately due and payable. User shall never be liable for any compensation on account of this termination.

10. Force Majeure

10.1User is not liable if a failure is the result of force majeure. During the period of force majeure, User's obligations shall be suspended. If the period in which fulfilment of User's obligations is not possible due to force majeure lasts longer than three months, both parties are entitled to dissolve the agreement without judicial intervention, without there being any obligation to pay compensation in this respect.

10.2Under the term 'force majeure' as referred to in this article is in any case understood, unforeseen circumstances, also of an economic nature, which have arisen through no fault or action on the part of user, such as, among other things, serious disturbance in the company, forced curtailment of production, strikes and lockouts, both at user and at supplier companies, war, hostilities, state of siege, mobilization, either in the Netherlands or in any other country where user or its subcontractors may be located, delays in transportation or delayed or incorrect delivery of goods or materials or parts by third parties, including user's subcontractors.

10.3If at the onset of force majeure User has already partially fulfilled its obligations, or can only partially fulfill its obligations, it shall be entitled to separately invoice the part already delivered or the deliverable part, as the case may be, and the Customer shall be obliged to pay this invoice as if it were a separate agreement.

11. Liability

11.1User shall only be liable for damage suffered by the Customer if and insofar as such damage is the direct result of intentional or deliberate recklessness on the part of executives of User.

11.2The total liability of user shall in all cases be limited to compensation for direct damage, whereby the total amount to be paid by user to the client on account of any undoing obligations and compensation for damage shall never exceed a maximum of the amount of the price stipulated for that agreement (excluding VAT).

11.3The User is not liable for damages if and to the extent that the Customer has insured or could reasonably have insured against the damages in question.

12 Disputes and applicable law

12.1If ambiguity exists regarding the interpretation of one or more provisions of these general terms and conditions, the interpretation of such provision(s) shall be made "in the spirit" of these general terms and conditions.

12.2 Dutch law applies to an agreement concluded with the User. Foreign laws and treaties including the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (Vienna Sales Convention) is excluded.

12.3All possible disputes relating to this contract or arising from this contract shall be settled in the first instance exclusively by the competent court in the district in which the user is located at the time of the conclusion of this contract.


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2D Silicawaters BV, Berkel en Rodenrijs


( Disclaimer: Any reference to health claims is attributed to scientific research or reflects the opinions of private individuals, and does not represent a claim by 2D Silicawaters BV )

Terms and Conditions

copyright: 2D Silicawaters BV

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