Nedbras Trading B.V.

trading as Braslix NL

Article 1 – Definitions

In these General Terms and Conditions, the following terms shall have the following meanings:

Company: Nedbras Trading B.V., trading as Braslix NL, having its statutory seat in ’s-Gravenhage, the Netherlands, registered with the Dutch Chamber of Commerce under number 80009336.

Client: any legal entity or natural person acting in the course of business or profession.

Agreement: any sales agreement and/or service agreement concluded between the Company and the Client.

Goods: all products sold by the Company.

Services: all logistics, supply chain, sourcing, coordination and related services performed by the Company.

Incoterms: the most recent version of the Incoterms published by the International Chamber of Commerce (ICC).

These General Terms and Conditions apply exclusively to business-to-business (B2B) transactions. Consumers are expressly excluded.

Article 2 – Applicability and Acceptance

2.1 These General Terms and Conditions apply to all offers, quotations, order confirmations, agreements and legal relationships between the Company and the Client.

2.2 By placing an order, requesting Services or entering into an Agreement, the Client expressly accepts the applicability of these General Terms and Conditions.

2.3 Deviations are only valid if confirmed in writing by the Company.

2.4 The applicability of the Client’s general terms and conditions is expressly rejected.

2.5 If any provision is void or unenforceable, the remaining provisions shall remain fully valid.

CHAPTER I – SALE OF GOODS

 

Article 3  Formation of the Agreement

An Agreement is concluded only upon written confirmation by the Company. Information on the Company’s website does not constitute a binding offer.

 

Article 4 – Payment

4.1 Unless otherwise agreed, payment shall be made in full in advance.

4.2 The Company shall not be obliged to deliver Goods before full payment has been received.

4.3 In case of late payment, statutory commercial interest pursuant to Article 6:119a of the Dutch Civil Code shall apply automatically.

4.4 All collection costs shall be borne by the Client.

 

Article 5 – Delivery and Risk

5.1 Delivery shall take place in accordance with the Incoterm agreed in writing.

5.2 In the absence of a specific Incoterm, delivery shall be Ex Works (EXW) warehouse Netherlands.

5.3 Risk of loss or damage shall transfer in accordance with the agreed Incoterm.

5.4 Delivery times are indicative only and shall never constitute strict deadlines.

 

Article 6 – Retention of Title

All Goods delivered shall remain the property of the Company until full payment has been received.

 

Article 7 – Inspection and Complaints

7.1 The Client must inspect the Goods immediately upon delivery.

7.2 Visible defects must be reported in writing within five (5) working days after delivery.

7.3 Failure to notify within this period results in forfeiture of all rights and claims.

Article 8 – Exclusion of CISG

The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

CHAPTER II – SERVICES

 

Article 9 – Nature of Services

9.1 The Company performs Services as an independent contracting party.

9.2 The Company does not act as carrier or freight forwarder unless expressly agreed in writing.

9.3 The Company is entitled to engage third parties.

9.4 The Company’s obligations constitute obligations of effort and not obligations of result.

 

Article 10 – Client Responsibilities

10.1 The Client guarantees the accuracy and completeness of all documentation and information provided.

10.2 If Goods are owned by the Client, insurance shall be the responsibility of the Client unless otherwise agreed in writing.

10.3 The Client shall indemnify and hold the Company harmless against third-party claims arising from incorrect or incomplete information supplied by the Client.

CHAPTER III – LIABILITY

 

Article 11 – Limitation of Liability

11.1 The Company shall never be liable for indirect damages, consequential damages, loss of profit, loss of revenue, reputational damage or business interruption.

11.2 The total liability of the Company per event shall be limited to the lower of:

a) the invoice value of the relevant Goods or Services; or

b) the amount actually paid out under the applicable insurance policy.

11.3 Any further liability is excluded.

11.4 The above limitations shall not apply in case of intent or deliberate recklessness on the part of the Company.

 

Article 12 – Limitation Period

All claims against the Company shall lapse if not brought in writing within twelve (12) months after the claim arose.

 

Article 13 – Force Majeure

Force majeure shall include, but not be limited to:

• war

• sanctions

• governmental measures

• customs inspections

• pandemics

• strikes

• port blockades

• transport restrictions

• failure of third parties

 In case of force majeure, obligations shall be suspended without liability for damages.

 

Article 14 – Insurance and Subrogation

If a loss is notified under an insurance policy, the Client shall provide full cooperation and shall not admit liability or settle claims without the Company’s prior written consent.

Article 15 – Suspension

The Company may suspend its obligations in the event of non-performance by the Client.

 

Article 16 – Governing Law and Jurisdiction

16.1 All Agreements shall be governed exclusively by Dutch law.

16.2 The District Court of The Hague shall have exclusive jurisdiction.

16.3 In case of discrepancy between language versions, the Dutch version shall prevail.