Terms and Conditions

STANDARD TERMS AND CONDITIONS, BCC SOURCE EUROPE

1. DEFINITIONS
   1.1. Buyer: Refers to the organisation or person purchasing Goods from BCC Source Europe.
   1.2. Goods: Denotes the articles to be supplied to the Buyer by BCC Source Europe.
   1.3. Intellectual Property Rights: Encompasses all patents, registered and unregistered designs, copyright, trademarks, know-how, and all other forms of intellectual property.
   1.4. List Price: Signifies the list of prices of the Goods maintained by BCC Source Europe, exclusive of VAT and inclusive of packaging.
   1.5. Seller: Refers to BCC Source Europe.
2. GENERAL
   2.1. These Terms and Conditions shall apply to all contracts for the sale of Goods by BCC Source Europe to the Buyer. These terms exclude all other terms and conditions unless explicitly agreed upon in writing.
   2.2. Any variation to these Terms and Conditions shall be inapplicable unless agreed in writing by BCC Source Europe.
3. PRICE AND PAYMENT
   3.1. The price shall be based on BCC Source Europe's List Price, exclusive of VAT and inclusive of packaging.
   3.2. Payment of the price shall be in advance, and the payment terms shall follow the Incoterms (EXW) and lead time of 4 weeks.
   3.3. BCC Source Europe shall charge interest on overdue invoices at a rate of [PERCENT] per annum above the base rate of the [CENTRAL BANK].
   3.4. Failure of payment may result in actions like requiring advance payment for undelivered Goods or contract termination.
4. DESCRIPTION
   Any description given to the Goods is for identification purposes only and does not constitute a sale by description.
5. SAMPLE
   Presentation of a sample to the Buyer is solely for the purpose of enabling the Buyer to judge the quality of the bulk and does not constitute a sale by sample.
6. DELIVERY
   6.1. Delivery of the Goods shall take place at the address specified by the Buyer on the date specified by BCC Source Europe.
   6.2. The specified delivery date is an estimate, and time for delivery is not of the essence of the contract.
   6.3. If BCC Source Europe is unable to deliver the Goods due to reasons beyond its control, the Buyer shall be notified.
   6.4. The Buyer shall notify BCC Source Europe of any damage to the Goods within 24 hours of delivery for entitlement to replacement Goods.
7. RISK
   Risk in the Goods shall pass to the Buyer at the moment the Goods are dispatched from BCC Source Europe's premises.
8. TITLE
   Title in the Goods shall not pass to the Buyer until BCC Source Europe has been paid in full for the Goods.
9. WARRANTY
   9.1. BCC Source Europe offers a warranty period of 12 months from the date of delivery for defective Goods.
   9.2. Defective Goods will be repaired or replaced at BCC Source Europe's discretion, subject to certain conditions.
10. LIABILITY
    10.1. BCC Source Europe holds no liability for any representation made prior to this contract unless it directly relates to the correspondence, quality, or fitness of the Goods.
    10.2. No liability is accepted for express terms relating to correspondence, quality, or fitness of the Goods.
    10.3. All implied terms, conditions, or warranties are hereby excluded from the contract.
11. LIMITATION OF LIABILITY
    11.1. In case of unenforceability of any part of the liability clause, BCC Source Europe's liability is limited to the contract price.
    11.2. Nothing in these Terms and Conditions limits BCC Source Europe's liability for death or personal injury resulting from negligence.
12. INTELLECTUAL PROPERTY RIGHTS
    All Intellectual Property Rights produced from the performance of this Agreement become the absolute property of BCC Source Europe.
13. FORCE MAJEURE
    BCC Source Europe shall not be liable for any delay or failure to perform its obligations due to events or circumstances outside its reasonable control.
14. RELATIONSHIP OF PARTIES
    Nothing in these Terms and Conditions establishes a partnership or joint venture between the parties.
15. ASSIGNMENT AND SUB-CONTRACTING
    The contract for the sale of Goods shall not be assigned, transferred, or sub-contracted by the Buyer without the prior written consent of BCC Source Europe.
16. WAIVER
    The failure to enforce any Terms and Conditions shall not be a waiver of them or the right to enforce them subsequently.
17. SEVERABILITY
    If any term or provision of these Terms and Conditions is held invalid, illegal, or unenforceable, the remainder of the provisions shall continue in full force and effect.
18. GOVERNING LAW AND JURISDICTION
    This Agreement shall be governed by and construed in accordance with the law of the Netherlands, and the parties submit to the exclusive jurisdiction of the Dutch courts.