Terms and conditions

Our company details: HEXCHANGE B.V. De Wetering 24 4906CT Oosterhout The Netherlands

VAT number: NL852912407B01 Chamber of Commerce: 58179097

Article 1. Applicability

These General Terms and Conditions of Sale apply at HEXCHANGE, established in Oosterhout. It is expressly agreed that these General Terms and Conditions of Sale and Delivery between HEXCHANGE and the customer shall at all times take precedence over, and exclude the applicability of, any terms and/or stipulations of any kind used by the customer, even if those terms and/or stipulations also claim precedence, which in that case is not accepted by HEXCHANGE. If and insofar as, on grounds of reasonableness and fairness or its unreasonably onerous character, no reliance can be placed on any provision of these terms and conditions, the provision in question shall in any event be given a meaning corresponding as closely as possible in content and purport, so that reliance can be placed on it.

Article 2. Quotations and prices

All quotations, offers and prices issued by HEXCHANGE, including those stated in catalogues and price lists, are at all times without obligation and exclusive of VAT, unless expressly agreed otherwise. HEXCHANGE is entitled to pass on changes in cost price, such as wage increases, increased material prices, exchange rate fluctuations, changes in turnover tax, unforeseen price increases by suppliers or any other increases or changes whatsoever, even if an order has been confirmed in writing and/or an agreement has already been concluded. The prices as agreed in our ERP system and with the customer are always leading.

Article 3. Delivery time

The delivery times stated are entirely without obligation and in any event do not apply in cases of force majeure of any kind. HEXCHANGE accepts no liability for exceeding the stated period. The customer is not entitled, if the delivery time is exceeded, to cancel the order, dissolve the agreement or suspend performance of its obligations.

Article 4. Force majeure

If HEXCHANGE, due to force majeure, is unable to fulfil one or more of its obligations, it has the right, without judicial intervention, to declare the agreement wholly or partially dissolved or to suspend its performance wholly or partially, without being liable for any compensation. Force majeure includes, but is not limited to: war, threat of war and civil unrest, obstructive or restrictive measures by domestic and foreign authorities, fire, sabotage, strikes, transport blockages, failures by suppliers and other unforeseeable circumstances as a result of which the performance of the order or agreement is temporarily or permanently impossible.

Article 5. Payment

Payment by private customers must be made in advance via the HEXCHANGE webshop. Companies may pay on account after written consent, without deduction of any discount and without the right of set-off. Disputes of any kind whatsoever never entitle the customer to refuse and/or suspend payments. If a business customer has not paid within the agreed period after the invoice date, it is in default by operation of law without further reminder or notice, and HEXCHANGE is entitled to dissolve the agreement, without prejudice to its other rights under the law, the agreement and these terms and conditions. HEXCHANGE is then entitled to cease all its activities on behalf of this customer with immediate effect, without being liable in any way towards this customer.

Article 6. Dissolution

If the customer fails to fulfil, fails to properly fulfil or fails to timely fulfil any obligation arising for it from the agreement concluded with HEXCHANGE, as well as in the event of bankruptcy, suspension of payments, shutdown or liquidation of the business, the customer is deemed to be in default by operation of law and HEXCHANGE has the right, without any notice of default and without judicial intervention, to regard the agreements existing between HEXCHANGE and the customer (insofar as not yet performed) as dissolved and to demand payment from the customer for the work already performed and for costs incurred and damage caused by the customer's default.

Article 7. Retention of title

All goods delivered by HEXCHANGE to the customer remain the property of HEXCHANGE until all amounts owed by the customer on any grounds whatsoever have been paid in full. As long as full payment has not taken place, the delivered goods may be repossessed by HEXCHANGE at any time, and the customer is then obliged to return these goods to HEXCHANGE immediately upon first demand, carriage paid. The customer is not entitled to dispose of the goods in any way that would prejudice HEXCHANGE's retention of title set out above.

Article 8. Copyright

The reproduction or copying, in whole or in part, of brochures, catalogues, price lists, other documents, information carriers and software issued by HEXCHANGE is not permitted without its express prior consent. HEXCHANGE accepts no liability for any errors or incorrect information in these documents.

Article 9. Technical data

The images, drawings, samples on approval, dimensions, weights, load capacities, chemical resistance and other technical specifications provided by HEXCHANGE are mainly derived from information supplied by the suppliers represented by HEXCHANGE. This information is not binding, but is intended only to give a general impression. Deviations from information provided in this way give no right to complaint.

Article 10. Exclusion of liability

HEXCHANGE accepts no liability for defects in goods that it has obtained from suppliers or otherwise. Instead, it will transfer and assign to the customer all claims it can itself assert in this respect. HEXCHANGE accepts no liability for damage of any kind or in any form whatsoever arising from services in the broadest sense of the word, including advice and/or information. The customer undertakes to indemnify HEXCHANGE against any claim for compensation against HEXCHANGE in respect of or in connection with the goods delivered by HEXCHANGE to the customer.

Article 11. Disputes

All agreements concluded between HEXCHANGE and the customer are governed exclusively by Dutch law. The competent court has exclusive jurisdiction over all disputes between HEXCHANGE and the customer.

Oosterhout, 19 June 2013