1. These Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms and conditions which the Buyer may purport to apply under any purchase order, confirmation of order or similar document.
  2. For the purposes of these Terms and Conditions the following words, terms and phrases, where written with an initial capital letter, shall have the following meaning, unless the context otherwise requires
  3. Buyer : the company who buys or agrees to buy the goods from the Seller.
    • Conditions : the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller each of which is deemed to be severable and valid and enforceable separately.
    • Delivery Date : the date specified by the Seller when the goods are to be delivered.
    • Goods : the articles, which the Buyer agrees to buy from the Seller.
    • Price : the price for the Goods, excluding carriage, packing and insurance, unless specified otherwise in writing by the Seller.
    • Seller : Drylock Technologies NV or Drylock Technologies SRO or any of its affiliates.
    • Affiliates : any Company that owns or controls at least fifty percent (50%) of the voting stock of Drylock Technologies NV or any other company of whose voting stock is at least fifty percent (50%) owned or controlled by Drylock Technologies NV
  4. All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Terms and Conditions.
  5. Acceptance of full or partial delivery of the Goods or payment by the Buyer shall constitute the Buyer’s acceptance of these Terms and Conditions.
  6. Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed upon in writing between the Seller and the Buyer.
  7. The Goods shall be supplied in accordance with description contained in the Seller’s specification and/or the Seller’s samples. The Seller may from time to time make changes to the specification of the Goods as may be required to comply with any applicable safety or statutory requirements or which do not materially affect their quality or fitness for purpose.
  8. The Seller warrants that the Goods will at the time of delivery correspond to the Seller’s specification and/or samples (subject to any changes made in accordance with Clause 6 above). All other warranties, conditions or terms relating to fitness for purpose, merchantability or condition of the Goods whether implied by statute or at common law or otherwise are excluded.
  9. The Price for the Goods shall be the Seller’s quoted price. The Seller may by giving notice to the Buyer at any time up to 7 days before delivery increase the Price of the Goods to reflect any increase in the cost to the Seller due to factors occurring after the making of the contract for sale which are beyond the reasonable control of the Seller (including without limitation, foreign exchange fluctuations, taxes and duties, export/import quota system changes, cost of labor, materials and other manufacturing and transportation costs).
  10. The Seller’s terms of payment are those specifically quoted to the Buyer. Non-compliance with the Seller’s terms of payment shall constitute default without reminder. Invoices not paid when due are subject to a late payment service charge at a rate of 18% per year and increased as necessary to reflect the Seller’s cost of servicing past-due receivables. In the event the Buyer fails to fulfill the terms of payment, or in case the Seller shall have indications that the Buyer’s financial responsibility is inadequate, the Seller may at its sole discretion either demand payment of all outstanding orders and decline to make further deliveries except upon receipt of cash or satisfactory security. The Seller expressly reserves the right to rescind the agreement covering the sale of the Goods in the case of Buyer’s default with respect to the payment of the price.
  11. Payment of the Price for the Goods shall be made by the Buyer in accordance with the terms specified herein and title and property in the Goods shall not pass to the Buyer until payment of the Purchase Price has been received in full.
  12. Seller reserves the right to select the mode of transportation and the carriers to the point of delivery. Buyer shall bear the cost of special transportation arrangements requested by it.
  13. Delivery of the Goods shall be made and take effect in accordance with the terms specified herein and on delivery all risk in the Goods shall pass to the Buyer. The Buyer shall be responsible for obtaining all import licenses, clearances and consents necessary for the purchase and to take delivery of the Goods.
  14. The Buyer shall be deemed to have accepted the Goods 7 days after delivery to the Buyer. After acceptance the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.
  15. The Price shall be in the currency of the country specified herein and shall not be affected by any subsequent fluctuation in the value of the said currency as against any other currency and (same as provided by clause 8 herein) any such fluctuation shall not affect this agreement whether as a force majeure or by the application of any other similar or related doctrine of law.
  16. The Buyer shall inspect the Goods on delivery and shall within 7 days of delivery notify the Seller of any alleged defect, shortage in quantity, damage or failure to comply with description or sample. The Buyer shall afford the Seller an opportunity to inspect the Goods within a reasonable time following delivery and before any use is made of them. If the Buyer shall fail to comply with these provisions the Goods shall be conclusively presumed to be in accordance with the contract and free from any defect or damage which would be apparent on a responsible examination of the Goods and the Buyer shall be deemed to have accepted the Goods.
  17. If the Buyer properly rejects any of the Goods the Buyer shall nonetheless pay the price for the Goods in full unless the Buyer has given notice of rejection in writing to the Seller within 24 hours of delivery to the Buyer and at the Buyer’s cost returns the rejected Goods to the Seller.
  18. If the Goods are not in accordance with the contract for any reason the Buyer’s sole remedy shall be limited to the Seller making good any defects, shortage or other default by replacing such Goods or, if the Seller shall elect, by refunding proportionate part of the price.
  19. The Seller’s liability to the Buyer, whether for any breach of contract or otherwise, shall not in any event exceed the Price and the Seller shall be under no liability for any direct loss and/or expense or indirect loss and/or expense suffered by the Buyer or any liability to third parties incurred by the Buyer including (but not limited to) any liability whether in contract, tort, or by statute in respect of product liability in any jurisdiction.
  20. No right or license is granted under this contract of sale to the Buyer under any patent, trade-mark, copyright, registered design, artwork or tooling or other intellectual property right except the right of use or resell the Goods. All uses of the trade-marks, copyrights and designs of the Seller and the related sales of the Goods shall inure for the benefit of the Seller, which shall own all rights and goodwill created by such uses, promotions and sales.
  21. The Seller may license or sub-contract all or any part of its rights and obligations under this contract without the Buyer’s consent.
  22. Upon giving notice to the other party, a party affected by an event of Force Majeure, such as but not limited to fire, explosion, accident, flood, labor trouble or shortage, war or mobilization, governmental action, shortage or inability to obtain suitable material, lockouts, supply or production delays, breakdown, energy supplies, delays in transport, or other causes or circumstances beyond either parties reasonable control shall be released without any liability from the performance of its obligations under this Agreement, except for the obligation to pay any amounts due and owing hereunder, but only to the extent and only for the period that its performance of such obligations is prevented by the event of Force Majeure.
  23. The Seller may cancel the contract at any time before the Goods are delivered by giving written notice. On giving such notice the Seller shall promptly repay to the Buyer any sums paid in respect of the Price. The Seller shall not be liable for any loss or damage whatsoever arising from such cancellation whether directly or indirectly to the Buyer or any third party including (but not limited to) any loss of profit on sales and/or re-sales by the Buyer or third parties.
  24. No waiver or forbearance by the Seller (whether express or implied) in enforcing any of its rights under this contract shall prejudice its entitlement to enforce its rights in the future.
  25. Any notice required to be served pursuant to this contract of sale shall be in writing and served by first class post of by hand on the Seller at its address specified herein or such other addresses as the Seller may from time to time notify to the Buyer at the Buyer’s registered office or principal place of business.
  26. The Buyer hereby submits to the non-exclusive jurisdiction of the Belgian Courts but it shall be open to the Seller to enforce this Agreement in the Courts of any other competent jurisdiction. Notwithstanding the foregoing, if any dispute or controversy shall arise between the parties as to the meaning of this contract or any matter in connection with this contract, or for the breach thereof, the parties agree, at the absolute discretion of the Seller, to endeavor to resolve such dispute or controversy through amicable negotiation failing which, at the absolute discretion of the Seller, the dispute or controversy shall be referred to and finally resolved by arbitration in Brussels, Belgium under the International Arbitration Rules of the International Court of Arbitration, which Rules are deemed to be incorporated by reference into this clause. The decision of the Arbitrator shall be final and binding upon the parties.
  27. If any provision of these Terms and Conditions of Sale shall be invalid or unenforceable, the reminder of these Terms and Conditions shall not be affected, and each remaining provision herein shall be valid and enforceable to the fullest extent permitted by applicable law.
  28. Nothing contained in these Terms and Conditions shall constitute a representation or agreement that the parties hereto are members of any partnership, agency, joint-venture, association, syndicate or other entity for any purpose whatsoever and the parties hereto agree and acknowledge that they are independent contractors as their services relate to each other.