1. Scope of Application
1.1 These General Terms and Conditions apply to all offers, quotations, advice, agreements, and any other contractual or pre-contractual relations between Nel group B.V. (“Nelvita”, “Nel group B.V.”, “we”, “us”) and the Buyer, unless expressly agreed otherwise in writing.
1.2 Any general terms and conditions of the Buyer, regardless of their form or reference, are explicitly excluded and shall not apply.
2. Offers and Orders
2.1 All quotations and offers issued by Nel group bv are non-binding and may be modified or withdrawn at any time prior to acceptance.
2.2 A binding agreement is only concluded once an order has been confirmed in writing by Nel group bv.
2.3 Any samples provided are for informational purposes only and do not create any contractual obligation.
2.4 Order cancellations or modifications are only valid if agreed in writing by Nel group bv. In such cases, Nel group bv reserves the right to charge compensation equal to 20% of the cancelled or modified order value, without prejudice to the right to claim higher proven damages.
3. Pricing
3.1 Unless otherwise agreed, all prices are exclusive of VAT and based on conditions applicable at the time of quotation.
3.2 Nel group bv reserves the right to adjust prices for goods not yet delivered or paid in case of changes in cost factors, including but not limited to raw materials, currency fluctuations, taxes, or supplier pricing.
3.3 Import duties, taxes, and similar charges are always borne by the Buyer, including any changes occurring between order confirmation and invoicing.
3.4 Additional costs related to transport, handling, installation, or similar services may be charged separately.
3.5 In the event of a price adjustment, the Buyer may cancel the order within 14 days of notification, by written notice.
3.6 Unless otherwise agreed, the applicable price is the one stated in the latest valid quotation at the time the agreement becomes effective.
3.7 Unless otherwise specified, prices are ex-warehouse.
4. Advice and Information
All advice provided by Nel group bv is given in good faith based on available information. However, the Buyer remains responsible for verifying suitability, compliance, and intended use of the products through their own assessment and testing.
5. Delivery Terms
5.1 Delivery times are indicative unless expressly agreed otherwise and do not constitute strict deadlines.
5.2 Delays in delivery do not entitle the Buyer to terminate the agreement or claim damages, unless Nel group bv fails to deliver within a reasonable period after written notice, which shall not be less than one month.
5.3 Delivery timelines may be adjusted in line with supply chain conditions.
5.4 The Buyer is obliged to accept delivery of the goods.
5.5 Delivery obligations may be suspended in cases of force majeure.
6. Transport and Risk Transfer
6.1 Unless agreed otherwise, delivery is made Ex Works (EXW) in accordance with Incoterms 2020 or the latest applicable version.
6.2 Risk transfers to the Buyer once goods are made available for delivery. Failure by the Buyer to accept delivery does not affect this transfer of risk.
6.3 All transport, storage, and handling costs and risks are borne by the Buyer unless otherwise agreed in writing.
6.4 Transport operations may be governed by applicable international conventions where relevant.
7. Invoicing and Payment
7.1 All invoices are payable immediately upon issuance, unless otherwise agreed in writing.
7.2 Partial deliveries may be invoiced separately.
7.3 Payments must be made in euros to a designated bank account. Any additional costs resulting from alternative payment currencies are borne by the Buyer.
7.4 Any invoice disputes must be submitted in writing within eight (8) days of the invoice date.
7.5 In case of late payment, interest of 1% per month applies automatically, along with a fixed compensation of 15% of the outstanding amount.
8. Retention of Ownership
8.1 Ownership of goods remains with Nel group bv until full payment of all amounts due has been received, including interest and costs.
8.2 In case of cancellation, any advance payments remain with Nel group bv as compensation, without prejudice to further claims.
8.3 In case of non-payment, Nel group bv reserves the right to reclaim delivered goods at the Buyer’s expense, without prior authorization.
9. Termination
9.1 Nel group bv may terminate the agreement in case of breach by the Buyer, via written notice.
9.2 In case of termination due to Buyer default, the Buyer owes compensation equal to 20% of the order value, with a minimum of EUR 300, without prejudice to additional proven damages.
10. Force Majeure
Nel group bv is not liable for failure or delay caused by events beyond its reasonable control, including but not limited to natural disasters, strikes, supply shortages, transport disruptions, regulatory actions, or pandemics, whether affecting Nel group bv or its suppliers.
11. Intellectual Property
11.1 All intellectual property rights relating to products, documentation, or services remain the property of Nel group bv.
11.2 Products may not be copied, reproduced, or modified without prior written consent.
11.3 The Buyer may only resell products under their original branding and must not alter product characteristics, labeling, or documentation.
11.4 Any violation results in a contractual penalty of EUR 5,000 per breach, without prejudice to further damages.
12. Complaints and Warranty
12.1 The Buyer must inspect goods upon receipt. Any visible defects or shortages must be reported immediately in writing.
12.2 No liability is accepted for defects arising from improper handling, use, or modification.
12.3 Liability is limited to repair or replacement of the goods, capped at the invoice value. Indirect damages are excluded.
12.4 Claims expire one year after delivery.
13. Indemnification
The Buyer agrees to indemnify Nel group bv against any third-party claims arising from misuse, processing, or non-compliance with applicable regulations.
14. Liability
14.1 Nel group bv is only responsible for delivering products in accordance with agreed specifications.
14.2 Nel group bv is not liable for indirect or consequential damages, including loss of profit, production loss, or business interruption, except in cases of intentional misconduct or gross negligence.
14.3 Liability is, in all cases permitted by law, limited to the coverage of Nel group bv’s insurance policy.
14.4 Nel group bv is not responsible for delays or non-performance resulting from regulatory compliance obligations such as REACH or similar frameworks.
15. Credit Security
Nel group bv may require additional guarantees or suspend further deliveries if there are reasonable doubts about the Buyer’s financial reliability.
16. Data Protection
Personal data provided by the Buyer is processed solely for business and contractual purposes.
Data is:
- Processed securely and confidentially
- Used only for operational and legal purposes
- Deleted when no longer required
The Buyer has the right to access, correct, or request deletion of their data in accordance with applicable law.
17. Severability
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions remain fully valid. The invalid provision will be replaced by a valid one that most closely reflects its original intent.
18. Governing Law and Jurisdiction
These Terms are governed exclusively by Belgian law, excluding conflict of law rules and the CISG convention.
All disputes fall under the exclusive jurisdiction of the courts in the registered office location of Nel group bv.
19. Language
These Terms may be translated into other languages. In case of discrepancies, the original English version shall prevail.