Inducoat B.V.
Centurionbaan 160-23, 3769 AV Soesterberg
Chamber of Commerce number 08059407
Email: info@inducoat.com

Article 1 – Definitions

1. Inducoat: Inducoat B.V., located in Soesterberg.
2. Customer: any natural person or legal entity acting in the exercise of a profession or business and entering into or negotiating an agreement with Inducoat.
3. Products: all products offered or supplied by Inducoat, including coatings, cleaning agents, preparatory products and associated materials.
4. Services: all separately agreed work, including advice, inspections, demonstrations, knowledge sessions and other professional support.
5. Agreement: any agreement between Inducoat and the customer about products or services, including the associated quotation, order confirmation and written additions.

Article 2 – Applicability

1. These general terms and conditions apply to all business offers, quotations, deliveries, services and agreements from Inducoat.
2. These conditions are not intended for agreements with consumers. Mandatory consumer rules always remain applicable when a customer must legally be regarded as a consumer.
3. Deviations only apply if the parties agree in writing.
4. In the event of any contradiction, a written quotation or order confirmation takes precedence over these general terms and conditions.
5. Purchase or other conditions of the customer only apply if Inducoat has expressly accepted them in writing.

Article 3 – Offers and formation

1. Offers and quotations are without obligation, unless they expressly state a period of validity or a binding nature.
2. An agreement is concluded after Inducoat has confirmed an order in writing, started execution or delivered the order.
3. The images, samples, calculations, quantities and technical data stated provide the most accurate impression possible. Minor or technically unavoidable deviations do not constitute a shortcoming.
4. Obvious errors, typos or mistakes do not bind Inducoat.

Article 4 – Prices and payment

1. All prices are exclusive of VAT, transport and other additional costs, unless stated otherwise in writing.
2. The agreed payment term is stated in the quotation, order confirmation or invoice. If no term is stated, a payment term of 30 days after the invoice date applies.
3. The customer may only settle amounts or suspend payment if Inducoat has acknowledged the counterclaim in writing or if it has been irrevocably established.
4. In the event of late payment, the customer owes statutory commercial interest and reasonable extrajudicial collection costs without further notice of default.
5. Inducoat may require an advance payment or sufficient security before or during the execution.

Article 5 – Delivery and execution

1. The location, method and planning of delivery or execution are determined per agreement.
2. Specified periods are indicative, unless a strict deadline has been agreed in writing.
3. Inducoat may deliver in parts and invoice them separately.
4. The risk of products transfers to the customer as soon as the products have been made available to the customer or a third party designated by him at the agreed location.
5. If there is a risk of delay, the parties will inform each other as quickly as possible and make reasonable follow-up agreements.

Article 6 – Retention of title

1. All delivered products remain the property of Inducoat until the customer has paid all amounts under the relevant agreement, including interest and costs, in full.
2. As long as ownership has not been transferred, the customer may not pledge the products or give them as security to third parties.
3. In the event of late payment, Inducoat may take back the products delivered under retention of title. To this end, the customer grants access, to the extent permitted by law, to the location where these products are located.

Article 7 – Inspection, complaints and returns

1. The customer checks the delivery as soon as possible and in any case before processing or application for quantity, visible damage, product, batch and agreed specifications.
2. Complaints will be reported in writing and sufficiently substantiated to Inducoat without unreasonable delay after discovery.
3. Processing or applying a product while a defect was reasonably visible may limit the right to repair.
4. Returns are only permitted after prior written consent from Inducoat and in accordance with the agreements made.
5. Opened, used, mixed, specially ordered or colored products will not be returned, unless there is a defect recognized by Inducoat.

Article 8 – Product information, advice and application

1. The customer uses and processes products in accordance with the current product information, safety information, application instructions and written project agreements.
2. The customer is responsible for correct assessment and preparation of the substrate, site conditions, storage, processing and compliance with applicable safety regulations.
3. A representative test area is recommended in advance to assess adhesion, absorption, consumption, excellent raling and suitability for the specific situation.
4. Advice from Inducoat is based on the information provided by the customer and on the circumstances known at that time. Oral or general advice does not constitute an independent guarantee of results.
5. When Inducoat performs individual services, the scope, responsibilities and intended result are recorded in the quotation or order confirmation.

Article 9 – Warranty and repair

1. A product or project warranty only applies if it has been expressly agreed in writing and in compliance with the conditions and limitations stated.
2. In the event of a recognized defect, Inducoat chooses, as far as reasonable, between repair, replacement, additional delivery or crediting of the part in question.
3. Claims lapse to the extent that a problem is the result of incorrect storage or processing, an unsuitable or insufficiently prepared surface, deviation from instructions, external moisture or construction causes, normal wear and tear, improper maintenance or changes by third parties.

Article 10 – Liability

1. Inducoat is only liable for direct damage that is the reasonably foreseeable consequence of an attributable shortcoming.
2. To the extent permitted by law, liability is limited to the amount invoiced for the defective part of the agreement.
3. Inducoat is not liable for indirect damage, including consequential damage, loss of production, loss of turnover or profit, missed savings and damage due to business stagnation.
4. These limitations do not apply in the event of intent or deliberate recklessness on the part of the management of Inducoat and do not affect mandatory liability.

Article 11 – Force majeure

1. Inducoat is not obliged to comply as long as it is prevented by a circumstance beyond its reasonable control, including disruptions at suppliers or transporters, material shortages, government measures, fire, disruptions, illness, war, unrest and natural disasters.
2. Obligations are suspended during force majeure. If compliance becomes permanently impossible or an unreasonably long delay occurs, the parties may terminate the part of the agreement that has not yet been performed in writing without any right to consequential damages.

Article 12 – Intellectual property

1. All rights to product information, advice, calculations, designs, presentations, images, texts and other materials from Inducoat remain with Inducoat or its licensors.
2. The customer may use materials received for the purpose of the agreement, but may not publish, reproduce or provide them commercially to third parties without prior written permission.

Article 13 – Personal data

Inducoat processes personal data in accordance with applicable privacy legislation and current privacy statement on the website. A reference to the privacy statement does not imply mandatory consent for individual marketing purposes.

Article 14 – Suspension and termination

1. Inducoat may suspend its obligations if the customer fails to fulfil a due obligation or if there are reasonable grounds to doubt timely compliance.
2. Inducoat may terminate the agreement in whole or in part in writing if the customer continues to fail after a reasonable recovery period, goes bankrupt, applies for a suspension of payments or terminates his business.
3. In that case, products already delivered, work carried out and reasonable costs incurred remain due.

Article 15 – Applicable law and disputes

1. Dutch law applies to all legal relationships with Inducoat. The Vienna Sales Convention is excluded.
2. Parties first try to resolve a dispute through consultation.
3. Disputes will be submitted to the competent judge of the Central Netherlands court, unless mandatory law designates another judge.

Article 16 – Language, version and changes

1. The Dutch text is the original version. A translation is for information purposes only, unless the parties agree in writing that a translated version is contractually applicable.
2. Inducoat may change these terms and conditions. The version that was made available to the customer before or at the time of conclusion of an agreement applies.
3. If a provision proves to be invalid, the other provisions will continue to apply. The parties will replace the invalid provision with a valid provision that comes as close as possible to its purpose and scope.