1. These terms and conditions cover all offers, sales agreements, contracts, and any other agreements reached by Triluxe B.V. (henceforth, Seller) and any of its associates or agents acting on behalf of Triluxe B.V. with their customers (henceforth, Buyer).
2. These terms and conditions will supersede any and all general terms and conditions that the customer may have, unless they are specifically discussed and agreed in writing between the Buyer and the Seller.
3. Offers made to customers are made without any prejudice and subject to conditions as per contract. Any offer is subject to availability.
4. Upon agreement of an order, a sale order agreement will be generated and any order is considered final only upon mutual confirmation by both seller and buyer, which may be communicated by way of post, e-mail, fax or through other means, electronic or otherwise. The details in the order confirmation document or any other document such as invoice from the Seller shall be considered final and agreed unless protested promptly by the Buyer with clear details shared with the Seller.
5. Standard deviations and customary tolerances in quantity/volume and/or in lead time as per industry norms are acceptable and permitted at the time of execution of the order. The Seller shall share any significant deviations in advance to the Buyer to their best possible extend based on available information. Any further changes are to be mutually agreed and arrived at between the Seller and the Buyer.
6. All prices stated by the Seller shall be exclusive of any and all taxes. The Seller retains the right to charge any taxes as required including Value Added Tax (V.A.T) on any purchases made by the Buyer.
7. Delivery terms shall be clearly agreed upon at the time of order confirmation. If not agreed prior, the standard delivery term in all sales agreements shall be Ex-Works (EXW) Supplier Warehouse.
8. Any returns from the Buyer to the Seller are to be discussed and mutually agreed upon, in writing, prior to delivery.
9. Each sales order / agreement may have terms and conditions specific to the each sale and these will be negotiated and agreed upon in writing between the Seller and the Buyer at the time of agreement.
10. This general agreement and all other agreements that may arise resulting from or in connection with this agreement shall be governed by the laws of the Netherlands.
1. These terms and conditions cover all proposals, orders, purchase agreements, contracts, any other agreements reached and deliveries received by Triluxe B.V. (henceforth, Buyer) and any of its associates or agents acting on behalf of Triluxe B.V. with their suppliers (henceforth, Seller).
2. These terms and conditions will supersede any and all general terms and conditions that the supplier may have, unless they are specifically discussed and agreed in writing between the Buyer and the Seller.
3. Any order from the Buyer is considered final when the Buyer issues the relevant Purchase Order to the Seller with agreed details of the order, including but not limited to, assortment, volume/quantity for each, price in the relevant currency, delivery terms, deadline for the order, payment terms and any other details relevant for the order. This will be based on mutual written agreement between the Seller and Buyer.
4. The Seller is understood to have accepted the order in full if they have not replied on the issued purchase order with any further clarifications within 3 working days of the issued date of the said purchase order.
5. By offering and confirming the order to the Buyer, the Seller confirms that,
i. the goods sold are free for circulation in the European Economic Area (henceforth, EEA) on T2 basis as intended by the original manufacturer of the goods.
ii. the Supplier has the necessary permits, licenses and / or permissions required for the proper execution of the order in full, as per the agreed purchase order.
iii. the Seller is solely liable for any inability to supply the confirmed order in full or in part and that the Buyer stands fully indemnified against any performance issues that this may result in with the Buyer's customers.
iv. all goods supplied to the Buyer are fully compliant with European standards including but not limited to, health and safety standards and that they contain ingredients safe for sale in the EEA.
v. any and all goods that are offered and/or delivered and /or sold to the Seller does not infringe any and all rights, including but not limited to copyrights, intellectual property, industrial rights, of any third party, and that the Buyer stands fully indemnified against any such claims that may emanate. Any losses or costs that may result from any such claims shall be fully covered by the Seller.
vi. if required, the Seller shall provide the complete details of their suppliers which in turn may be provided to any third party by the Seller based on the need at the time.
6. All information with regard to the Buyer, their business information in the broadest sense of the word, that is shared with the Seller for reasons of conduct of business shall not be disclosed to any third party, unless authorized by the Buyer in writing.
7. The Seller guarantees that all goods sold to the Buyer are,
i. original and as originating from the original manufacturer, as stated on the packaging of the product.
ii. without any defects, from manufacturing or from transport or faulty packaging or any other reasons
iii. in adherence with prevalent European standards, rule and regulations, including requirement of the presence of all original marks on the product as was originally manufactured on outer and inner packaging. 8. This general agreement and all other agreements that may arise resulting from or in connection with this agreement shall be governed by the laws of the Netherlands.