Terms of service

GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY
OF VERDER GROUP (Endecotts Ltd, Hope)

Integrally available on www.endecotts.com/gtc

Version: 01.01.2024

1. Scope of application

1.1 These general terms and conditions of sale and delivery (hereinafter the “General Terms”) shall apply to all legal acts, such as but not limited to agreements regarding the supply of goods (hereinafter the “Goods”) and the provision of services (hereinafter the “Services”) by Endecotts Ltd a subsidiary of Verder International BV and part of the Verder Group (hereinafter “Supplier”).

1.2 Deviations from these General Terms shall only apply if agreed by Parties in a written contract or if Supplier has confirmed such deviations in writing. Herewith, the applicability of the general terms and conditions of the contracting party (hereinafter the “Buyer”) are explicitly excluded.

1.3 In case of total or partial nullity or otherwise invalidity of one or more stipulations of these conditions, the other stipulations remain in force. Parties will draft a new provision in accordance with the spirit of these conditions.

2. Offer and agreement

2.1 Supplier reserves the right to terminate an agreement within 7 calendar days after acceptance of an offer without provision of any reason or charges incurred as a penalty.

2.2 Offers must be accepted within the period specified in the offer. If no period is specified, offers are valid for a maximum period of 30 calendar days after which the offer automatically becomes null and void.

2.3 All quotations and any subsequent orders and/or agreements are always conditional upon export approval (i.e. granting of a permit, a generic approval or otherwise) by the competent authorities, whether national or otherwise. If no such export approval is given, Supplier may terminate any and all agreement without any liability and/or obligation to reimburse costs.

2.4 Provided data and/or samples, to the extent that no specific guarantees are given, will be deemed informative and Supplier may deviate therefrom.

2.5 Supplier has the right to deliver Goods and/or Services with minor deviations provided that these Goods and/or Services have the same relevant features.

3. Prices, invoicing, terms of payment

3.1 Agreed prices at all times exclude packaging, taxes and costs for delivery and export clearance which will be mentioned separately (hereinafter jointly together with all costs and taxes the “Contract Price”).

3.2 Prices are in the agreed currency and exclude VAT, sales, excise and/or similar tax.

3.3 In the event the total production, purchase or sourcing costs of the Goods and/or Services increase by more than 10%, regardless of the cause but at all times including situations of hyperinflation, Supplier is entitled to raise the offered and/or agreed upon price. If Supplier exercises this right, Buyer is entitled to terminate its agreement with Supplier.
3.4 Unless otherwise agreed, payment of Contract Price must be made
by Buyer 30 calendar days from date of invoice. Invoices will be sent
at delivery. Time of payment is of the essence.
3.5 In the event the execution of Supplier’s obligations is delayed due to
circumstances beyond its control, Supplier is entitled to invoice the
activities which have already been performed.
3.6 If Buyer disputes any invoice or portion thereof, it shall notify
Supplier in writing within 30 calendar days of receipt of said invoice,
detail the reason for the dispute, and pay all undisputed amounts.
All charges not timely disputed in writing shall be deemed to be
undisputed and shall be due and payable as set forth above.
3.7 In the event of non-payment or late payment, Buyer shall be liable
and Supplier may demand payment of the applicable statutory
interest as well as all actual collection costs.

4. Delivery

4.1 Delivery will be in accordance with FCA (Free Carrier) Supplier plant,
(Incoterms latest edition) unless otherwise agreed. Partial delivery is
permitted.
4.2 Delivery of any Goods by Buyer to Supplier for repair, treatment or
processing will be Duty Delivery Paid (DDP) Supplier plant,
(Incoterms latest edition) unless otherwise agreed. This does not
apply in case of a repair under warranty.
4.3 Packaging, including pallets and containers that are not included in
the price shall remain the property of Supplier and shall be returned
to Supplier at cost of the Buyer.
4.4 On delivery/performance the Buyer shall inspect the Goods and/or
Services and perform the common entrance and quality checks and
controls. No claim for damage or short delivery of Goods is accepted
unless either a receipt is given to the carrier detailing the shortage
or damage at the time of delivery or alternatively notification of the
shortage or damage is given to Supplier within 7 calendar days from
the date of delivery. In absence of the aforementioned, it is presumed
the Goods have been delivered and/or the Services have been
performed in pristine condition and according the agreement.
4.5 Delivery and/or performance dates, terms or periods take effect
immediately after written confirmation by Supplier and fulfilment
by Buyer of all agreed conditions such as but not limited to advance
payment.
4.6 Any dates, terms or periods for the delivery of Goods or Services are
best estimates and approximate only. No such dates, terms or
periods shall constitute a fatal term. In no event time shall be of the
essence of the agreement. Supplier’s liability for late delivery in case
of default is limited to costs and damages up to a maximum of 2,5%
of Contract Price.
4.7 Any dates, terms or periods for the delivery of Goods or Services will
be extended if Buyer does not meet its contractual obligations.
4.8 If Buyer requests Supplier to postpone the delivery then Supplier is
entitled to reimbursement of all subsequent costs (such as but not
limited to storage costs and mobilization costs of personnel).
Supplier shall jointly with the Buyer determine a new delivery date
based on the internal production planning of Supplier. If such new
delivery date is more than 2 months later than the original one then
Supplier is entitled to invoice, and the Buyer is obliged to pay, the full
contract value.

5. Installation, commissioning and Services

5.1 The obligation to deliver Goods does not include the installation and
commissioning of the Goods unless specifically agreed. If the
installation and commissioning of Goods is agreed, or in case of
Services including commissioning or installation, clause 5.2 shall
apply.
5.2 Before start of and during the performance of the activities:
a) The Goods as well as all parts and materials are for the risk of the
Buyer after factual delivery FCA (Free Carrier) Supplier plant.
b) Buyer is responsible for the accessibility of its premises to ensure
that installation and commissioning can be executed without the
need for any further provisions or facilities.
c) Supplier is not responsible for any foundations, civil work,
demolition, and/or de-installation or removal of existing equipment.
d) Buyer shall provide free of charge all necessary consumables
and facilities such as but not limited to energy, water, air, tools,
hoisting and cranage.
e) Buyer shall ensure that all preparatory activities such as but not
limited to civil, building and electro technical activities are finished
timely.
f) Supplier is entitled to use third parties for the performance of its
obligations.
g) Buyer shall ensure that the applicable government regulations
and safety requirements, as well as other mandatory laws, are
complied with.
h) Buyer shall ensure that at the start of and during the installation
and commissioning the Goods are timely available in the right place.
i) Buyer guarantees that during the installation and commissioning
of the Goods on Buyer’s premise, Supplier can perform all necessary
activities in a continuous motion or way without disturbance or
interference. In case the activities are interrupted or delayed due to
causes outside Supplier’s control, the Buyer is liable to Supplier for
all additional costs, including costs for (de)mobilization. Any agreed
completion date shall be extended.
j) Completion shall take place if and when the Goods are
mechanically complete and commissioned and/or the Services are
fully performed. The Buyer has the right to inspect the Goods and/or
Services at commissioning.
k) Completion shall be documented in a completion certificate.
Any observations and/or comments shall be mentioned. The Buyer
is not entitled to use the Goods before execution of the certificate of
completion.
l) Aspects or shortcomings of minor importance which do not hinder
or prevent actual operation of the Goods shall not prevent the Goods
to be commissioned and completed. Any such aspects or shortcomings
shall be made good by Supplier within a reasonable time.
m) If and when commissioning and/or completion does not take
place because of reasons outside Supplier’s scope and/or
responsibility, Supplier shall notify Buyer thereof in writing. In such
case, completion shall be deemed to have taken place at the date of
such written notice.

6. Passing of title and risk

6.1 Subject to 6.2, title to and usage rights of the Goods shall transfer to
the Buyer upon delivery.
Version: 01.01.2024 Page 2/3
© Verder International BV - 01-01-2024
6.2 For as far as permitted by law, Supplier retains ownership of all
Goods until all amounts owed by the Buyer to Supplier are paid in
full. Till then the Buyer is not entitled to re-sell, transfer, assign,
pledge or grant any other legal rights on all or any of the Goods to
third parties. Regardless of the aforementioned, the Goods will be
for the risk of the Buyer after delivery. Until ownership of the Goods
has passed to Buyer, Buyer shall keep the Goods in satisfactory
condition and keep them insured against all risks.
6.3 If the Goods subject to the retention of title are assembled or
combined with other items, and as a consequence the ownership of
Supplier is lost, Buyer hereby transfers to Supplier the rights of
co-ownership of the assembled or combined items up to the value
of the Goods.
6.4 Where Goods in which Supplier has a co-ownership share are sold,
Supplier is entitled to the resulting claim for payment of the sales
price up to the value of its co-ownership. Buyer hereby assigns such
claim to Supplier.
6.5 If the retention of title set out in the foregoing provisions is not
legally valid under applicable law, a security as most closely
resembles the intended retention of title is hereby granted to
Supplier.

7. Warranty

7.1 The applicable warranty period (hereinafter the “Warranty Period”) is
12 months from the moment of delivery of the Goods or performance
of the Services.
7.2 Supplier warrants that full title to the Goods is delivered and the
Goods are new, unused and, during the Warranty Period, free from
defects in material, workmanship and design and are in accordance
with the contractual specifications. Further, Supplier warrants that
all Services are performed in accordance with sound engineering
practice and due diligence. Services are not warranted to have a
specific outcome.
7.3 Disclaimer of Warranty: Supplier makes no other warranty with
respect to the Goods and Services, and disclaims any and all other
warranties, express or implied, including but not limited to the
implied warranties of merchantability and fitness for a particular
purpose.
7.4 Heating elements, thermal elements, ceramic, membranes, rubbers
and glass parts are by nature vulnerable to damage caused by user,
handling and/or storage faults and are therefore not covered by and
are excluded from any and all warranty unless Buyer is able to prove
to a reasonable certainty that the damage is not caused by such
faults.
7.5 Inspections, advice and/or similar services performed or given by
Supplier are not covered by and are excluded from any and all
warranty.
7.6 This warranty does not apply to defects wholly or partially caused by:
a. non-compliance with operational and/or maintenance
instructions;
b. normal wear and tear;
c. defects that could have been detected with common entrance
and quality checks and controls;
d. damage to or deterioration of the Goods as a consequence of
improper or negligent storage, use or handling;
e. incorrect, faulty or incomplete information provided by Buyer to
Supplier;
f. repairs made by Buyer or third parties;
g. use of spare parts, consumables or materials not supplied or
certified by Supplier.
7.7 After first use, consumables and accessories are excluded from any
and all warranty.
7.8 Software supplied and/or made available by Supplier is only
warranted against defects that are substantial and prevent the
actual use of the software and/or the Goods according specification.
Any and all warranty is excluded in case software is not maintained,
updated, and/or used or stored on hardware not suitable or specified
for such use. In case of any defect, Supplier shall diligently pursue a
solution in joint consultation with Buyer.
7.9 In the event a default occurs within the Warranty Period that could
not have been detected with common entrance and quality checks
and controls, Supplier is obliged to make good any such default by
either, at its own discretion, repairing or replacing the Goods and/or
redoing the Services (hereinafter the “Make Good”). This Make Good
obligation is sole and exclusive, is in lieu of and excludes any implicit
and/or statutory warranty or guarantee and excludes any liability for
further damages and/or costs sustained by Buyer as a consequence
of such default in the Goods and/or Services.
7.10 After Make Good, the repaired or replaced part or the reperformed
Service, will be subject to a new Warranty Period of 12 months from
the date of Make Good. Any new Warranty Period is always subject
to a final cut-off date of 36 months after original delivery and/or
original performance of the Services after which no further or new
warranty shall apply.
7.11 Any and all complaints regarding defects and /or not meeting a
warranty or guarantee, must be made to Supplier in writing as soon
as possible after discovery of the defect however at all times not later
than 14 calendar days following the discovery of the defect. Any and
all of Buyer’s rights to make good and/or claim for damages is lost if
the defect is not timely reported. If and when allowed under
applicable law, any applicable statute of limitations is shortened to a
period of 12 months from the moment the defect giving cause for
the liability has occurred or has been detected.
7.12 If the access to the Goods is obstructed (e.g. because Goods are built
in), the costs made in order to access the Goods are for account of
the Buyer.
7.13 In the event the Buyer is not the end user of the supplied Goods
and/or Services, the additional costs caused by the fact that the
Goods and/or Services are not situated at the Buyer’s location are for
account of the Buyer.
7.14 If after investigation of reported defects, no such defects are found,
Buyer shall be liable towards Supplier for any and all inspection or
other costs made.

8. Dissolution, suspension and termination

8.1 If Buyer is in default with the performance of its contractual
obligations, Supplier may, without prejudice to its other claims and
rights under the contract, suspend further performance of its
obligations for such time as it shall deem fit.
8.2 In the event Supplier has reasonable doubt regarding the payment
capacity of the Buyer, Supplier is entitled to postpone all obligations
under the contract until the Buyer has provided sufficient security.
8.3 In the event a Party does not meet its obligations within a reasonable
period after being notified thereof in writing, the other Party is
entitled to terminate the contract without liability for damages.
8.4 Supplier is entitled to suspend its performance of obligations or to
terminate the agreement without any liability for damages in the
event of withdrawal of operation, judicial settlement, liquidation,
(application for) bankruptcy of the Buyer, and/or placement of Buyer
or its country of residence on a sanction list.
8.5 In all of the above cases whereby Supplier suspends its performance
of obligations or terminates the agreement, Buyer is liable towards
Supplier for all subsequent damages.

9. Liabilities

9.1 Supplier shall only be liable for damages, payments, losses, costs,
expenses and liabilities incurred by Buyer as a result of a breach by
Supplier of its contractual obligations or any other legal requirements.
9.2 Any applicable statutory time limit for bringing a claim to Supplier,
is shortened to 12 months after delivery of the Goods and/or
performance of the Services unless such limitation is not allowed
under applicable law.
9.3 Supplier’s maximum liability arising out of or in connection with any
agreement, delivery of Goods and/or performance of Services,
whether in contract, tort or otherwise (including damages resulting
from product liability), shall be limited to the damage actually paid
out under Supplier’s liability insurance policy or 100% of the contract
value whichever is the lower.
9.4 In no event shall Supplier be liable for any consequential, indirect,
punitive or exemplary damages, including but not limited to loss of
profit or turnover, loss of contract, downtime costs or claims from
Buyer’s customers.
9.5 In no event shall Supplier be liable for, and Buyer shall indemnify
Supplier against, any alleged or actual infringement of intellectual
property rights if the underlying works, documents, drawings and/or
designs were provided, prescribed and/or advised by or on behalf of
Buyer.
9.6 The above exclusions or limitations of liability apply not only in
contract but also in tort or otherwise at law and shall apply
notwithstanding any provisions to the contrary elsewhere in the
contract.
9.7 No rights or remedies are conferred on any third party, other than
the parties and their respective successors and permitted assigns.
9.8 None of the above limitations and/or exclusions of liability shall apply
in case of fraud, gross negligence or willful misconduct of Supplier,
in case of breach of public law or in cases of personal injury or death.
Endecotts Ltd · Parsons Lane, Hope · Hope Valley, S33 6RB · United Kingdom
Telephone: +44 (0)20 8542 8121
E-mail: sales@endecotts.com · www.endecotts.com
GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY
OF VERDER GROUP (Endecotts Ltd, Hope)
Integrally available on www.endecotts.com/gtc
Version: 01.01.2024 Page 3/3
© Verder International BV - 01-01-2024
9.9 This limitation of liability is a material basis for Supplier’s willingness
to enter into any agreement and reflects the intended allocation of
risks between Supplier and Buyer, without which Supplier would
not have agreed to provide the Products or Services at the price
charged. Based on this limitation of liability, Supplier has obtained
insurance cover in respect of its own legal liability for individual
claims. Buyer is responsible for making its own arrangements for
the insurance of any excess loss.

10. Buyer’s warranty

Buyer represents and warrants that it shall not export, sell or supply,
directly or indirectly, the Goods, technology and/or Services as
supplied by Supplier, to or destined for end-use by any natural
person or legal entity:
o residing in a country that is targeted by national authorities or
international authorities (such as United States of America,
European Union, United Kingdom, Japan and/or United Nations),
in particular but not limited to Cuba, Iran, North Korea, Sudan,
Syria and Crimea/Sevastopol;
o that is listed as a sanctioned person by national or international
authorities (i.e. United States of America, European Union, United
Kingdom, Japan and/or United Nations);
unless a specific permit has been granted by the subject authorities.

11. Data protection

11.1 Responsibility for the data processed by each Party shall rest solely
with the processing Party. Each Party guarantees towards the other
Party that the content, the use and/or the processing of the data is
not unlawful and does not infringe the rights of third parties.
Especially, processing and protection of personal data shall be
compliant with applicable laws and regulations, including but not
limited to EU GDPR (General Data Protection Regulation).
11.2 Each Party shall further guarantee that the use, storage and/or
processing of privileged information is confidential and handled in
line with the applicable confidentiality and legal privilege rights and
obligations.

12. Force majeure

12.1 Neither Party is liable for a breach of agreement if this is due to force
majeure.
12.2 Force majeure shall mean any circumstance out of control of a Party
which prevents lasting or temporary fulfilment of the agreement, as
well as, to the extent not already included, war (including threat
thereof), riots, strikes, lockouts, natural disasters such as but not
limited to earthquakes, flooding, named storms or hurricanes,
transport difficulties, fire, terrorism, pandemic (even if it has not
been declared by WHO as a pandemic), bankruptcy of a supplier
and other serious disruptions in the business of Supplier or its
suppliers.
12.3 In case of inability to perform the contract due to force majeure on
the side of Supplier, Supplier shall be entitled, without judicial
intervention, to suspend the execution of the agreement for a
maximum of 6 (six) months, or to terminate the contract in whole or
in part, without being obliged to pay any compensation to Buyer.
13. Confidentiality and intellectual property
13.1 Parties shall keep confidential, both during as well as after the
performance of its obligations, all commercial and technical
information and know-how, such as but not limited to information
on products, prices, customers and suppliers (hereinafter
“Confidential Information”).
13.2 All intellectual property rights on the Goods and/or Services made
during the performance of any agreement and/or delivered by
Supplier, including without limitation all copyrights, database rights,
rights in design, rights in know-how, patents and rights to inventions,
information, content, materials, data or processes (in all cases
whether registered or unregistered and including all rights to apply
for registration thereof) belong to, shall remain and/or shall become
the property of Supplier. All bearers of intellectual property and/or
Confidential Information shall remain or become the property of
Supplier and, without its explicit consent, may not be copied, shown
to third parties or used in another manner, whether or not any costs
were paid by Buyer for the production or provision thereof. Buyer
shall return any such bearers to Supplier on first written demand
thereto.
13.3 Supplier is entitled to use the Buyer as reference.
13.4 If and for as far necessary, Supplier herewith grants Buyer a license
to use the provided Goods and Services.

14. Miscellaneous

14.1 No waiver by Supplier of any of the provisions of these General Terms and/or any subsequent agreement is effective unless explicitly set forth in writing and signed by Supplier. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from any agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

14.2 If any term or provision of these General Terms and/or any subsequent agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Contract or invalidate or render unenforceable such term or provision in any other jurisdiction.

14.3 Provisions of these General Terms and/or any subsequent agreement which by their nature should apply beyond their terms will remain in force after any termination or expiration of these General Terms and/or any subsequent agreement.

15. Applicable law and competent court

15.1 These General Terms as well as any subsequent agreement or relationship between Supplier and Buyer, will be governed exclusively by and construed in accordance with the laws of the country where Supplier has its registered office. The local principles of conflicts of law are excluded.

15.2 Parties hereby irrevocably submit that all disputes concerning the contractual relationship will be subject to the exclusive jurisdiction of the courts of the country where Supplier has its registered office.

15.3 The applicability of the United Nations Convention on Contracts for
the International Sale of Goods (CISG or Vienna Treaty) is excluded.

Endecotts Ltd
Parsons Lane
Hope
Hope Valley S33 6RB
United Kingdom

Telephone: +44 (0)20 8542 8121
E-mail: sales@endecotts.com · www.endecotts.com

GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY
OF VERDER GROUP (Endecotts Ltd, Hope)
Integrally available on www.endecotts.com/gtc