General Terms and Conditions of Sale
1. General Provisions
1.1 These terms and conditions ("Terms") apply to all sales of products and services by Namascor ("Seller") to any customer ("Buyer").
1.2 Namascor is based in the Netherlands at Jansbuitensingel 6, Arnhem. These Terms are filed with the Dutch Chamber of Commerce on January 10, 2025.
1.3 By placing an order, the Buyer agrees to these Terms, which form a binding agreement. Deviations are only valid if confirmed in writing by the Seller.
1.4 Any Buyer terms and conditions are expressly excluded unless agreed upon in writing by the Seller.
2. Quotations and Orders
2.1 Quotations issued by the Seller are valid for 30 days unless otherwise stated.
2.2 An order is only binding once the Seller has issued written confirmation.
2.3 The Seller reserves the right to accept or reject any order without providing a reason.
2.4 Orders will not be accepted if the Buyer's delivery location is subject to United Nations restrictions or if the Buyer is located in a country under an embargo.
2.5 If the Buyer is not the end user of the goods (e.g., a trading or maintenance company), the Seller may request end-user identification or authorization letters depending on the manufacturer’s requirements.
3. Prices and Payment
3.1 All prices are in Euros (€) and exclude VAT, duties, and shipping costs unless stated otherwise.
3.2 Payment terms can be agreed upon when the Seller is able to insure the credit, and the Buyer is located within the European Union.
3.3 The first order from a Buyer requires payment in advance. This payment policy applies until a total of €12,000 in cumulative orders has been placed with the Seller.
3.4 Letters of credit are accepted only if they are irrevocable and confirmed by the Seller's bankers. The terms and conditions of the letter of credit must be agreed with the Seller prior to ordering. For orders requiring letters of credit, the minimum order value is €38,000.
3.5 Late payments will incur interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.
4. Delivery
4.1 Delivery times are estimates and not binding. The Seller is not liable for delays beyond its reasonable control.
4.2 Risk of loss or damage to the products passes to the Buyer upon delivery to the specified location based on the agreed Incoterm.
4.3 The Buyer is responsible for arranging shipment insurance unless explicitly agreed upon in writing.
4.4 The Seller only accepts Incoterms shipments when the place of delivery is specified.
4.5 The standard shipping method is FOB (Free on Board) from the Seller's warehouse in the Netherlands. The Seller will coordinate with the Buyer’s freight forwarder for pickup and arrange all necessary export documentation.
4.6 Any claims for shortages or defects must be made in writing within 7 days of receipt of goods.
5. Export Documentation
5.1 Export documentation, such as certificates of origin, can be arranged with each order.
5.2 Legalization of documents is only possible if requested at the time of order placement. A fee may apply for this service.
6. Title Retention
6.1 Ownership of the products remains with the Seller until full payment has been received.
6.2 Until ownership transfers, the Buyer must store the products separately and not sell, pledge, or encumber them without the Seller's written consent.
7. Warranty
7.1 The Seller warrants that the products will conform to agreed specifications at the time of delivery.
7.2 The warranty period is 12 months from the delivery date unless stated otherwise.
7.3 The Seller’s liability under warranty is limited to repair, replacement, or refund of the defective product at its discretion.
7.4 This warranty does not cover normal wear and tear, misuse, or unauthorized modifications of the products.
8. Restocking Policy
8.1 If products are wrongly ordered, restocking is subject to the Seller's approval.
8.2 Approved returns for restocking will incur a restocking fee of 35% of the order value.
9. Limitation of Liability
9.1 The Seller's total liability for any claim arising out of or in connection with the sale shall not exceed the price paid for the relevant product or service.
9.2 The Seller is not liable for indirect, consequential, or incidental damages, including but not limited to loss of profit, downtime, or third-party claims.
10. Force Majeure
10.1 The Seller is not liable for delays or failure to perform due to events beyond its reasonable control, including but not limited to natural disasters, strikes, wars, pandemics, or government actions.
11. Intellectual Property
11.1 All intellectual property rights in the products, services, and materials provided by the Seller remain the exclusive property of the Seller.
11.2 The Buyer shall not copy, reverse engineer, or misuse any intellectual property belonging to the Seller.
12. Governing Law and Jurisdiction
12.1 These Terms are governed by the laws of the Netherlands.
12.2 Any disputes arising from these Terms shall be resolved through arbitration under the rules of the Arbitration Court in the Netherlands. The arbitration decision shall be final and binding.
13. Compliance with Laws
13.1 The Buyer is responsible for ensuring compliance with all applicable laws, regulations, and requirements related to the import, use, and resale of the products in the destination country.
14. Inspection and Acceptance
14.1 The Buyer is responsible for inspecting the products upon receipt and notifying the Seller of any visible defects or discrepancies within 7 days of delivery.
15. Indemnification
15.1 The Buyer agrees to indemnify the Seller from claims arising from improper use or resale of the products.