Terms of service

1. Definitions and general provisions 

1.1 In this document the following terms and expressions have the following meanings, unless expressly  stated otherwise: 

Polymaker the private company Polymaker B.V., incorporated under the laws of  the Netherlands, registered with the Chamber of Commerce under  

number 63553511, having its principal place of business in Utrecht at  

Zeilschip 8, 3991 CT, Houten, the Netherlands; 

Products all products of Polymaker, including accessories, services, software,  related documentation and packaging; 

Buyer: any (prospective) purchaser of Products from Polymaker; Parties: Polymaker and Buyer; 

Agreement: an agreement between Buyer and Polymaker to which these general  terms and conditions have been declared applicable; 

1.2 These General Conditions of Sale apply to all agreements entered into by Polymaker with a Buyer and to  offers made by Polymaker to a Buyer. The applicability of any general terms and conditions of the Buyer is expressly excluded. 

1.3 Parties may deviate from these General Conditions of Sale only in writing. 

1.4 Polymaker reserves the right to periodically amend and update these General Conditions of Sale. 

1.5 If any Agreement differs from these general terms and conditions, the provisions of that Agreement shall  prevail. 

2. Offer, conclusion and amendment of the Agreement  

2.1 Offers issued by Polymaker lapse ten (10) days after the date of offer, unless another term is stated in the  offer. Offers are based on the information provided by Buyer and are subject to typographical errors. 

2.2 An Agreement is concluded once Polymaker has confirmed the order to Buyer in writing or Polymaker  has commenced the execution of the Agreement. 

2.3 The Agreement is entered into subject to the suspensive condition that Polymaker’s Products are available  in sufficient quantities. 

2.4 An amendment and/or supplement to an Agreement will only take effect once Polymaker has confirmed  this in writing.  

3. Prices and costs 

3.1 Notwithstanding the right to make any price changes pursuant to any Agreement, Polymaker is entitled  to increase the prices it has quoted and agreed upon by additional costs, in the event that after the  Agreement has been entered into, the prices of the raw materials for the Products to be delivered, and/or  the cost of purchase, transport and storage, packaging costs, wages, taxes, levies, social security charges,  insurance premiums, etc., have significantly increased.  

3.2 The cost of taxes such as Value Added Taxes (‘BTW’), levies, and import duties are at Buyer’s expense. 

3.3 All costs for Polymaker associated with an obligation to take Products back are at Buyer’s expense.  

4. Payment 

4.1 Unless otherwise agreed, all payments must be made within eight (8) days of the invoice date to a bank  account as specified by Polymaker. Costs associated with these payments shall be borne by the Buyer. Buyer must pay the invoiced amount without any deduction, discount or setoff (‘verrekening’) and is not  entitled to suspend any payment obligation towards Polymaker. 

4.2 Polymaker is entitled, if Polymaker deems that the Buyer's financial position or payment behaviour gives  reason to do so, to demand (additional) security in a form to be specified by Polymaker.

4.3 In the event that any payment or security is not received within the term set by Polymaker, Polymaker is  entitled to suspend fulfilment of all of its obligations under the Agreement, without prejudice to its right  to demand compensation.  

4.4 In the event that Polymaker foresees insolvency on the part of Buyer or liquidity or insolvency problems  on the part of Buyer or has any other well-founded reason to suspect that Buyer may not fulfil its  obligations, all of that payable by Buyer to Polymaker – following notification from Polymaker – is  immediately due. 

4.5 Polymaker is entitled to suspend fulfilment of all of its obligations under the Agreement until payment  has been received in full.  

4.6 If an invoice has not been paid by the due date, Buyer shall pay to Polymaker interest on the overdue  amount at the Dutch statutory commercial interest rate (as stated in article 6:119a of the Dutch Civil  Code). Interest shall accrue from the date on which the default commences, up to and including the date  on which it ends. No notification of default is required.  

4.7 Without prejudice to the foregoing, recourse to the services of a collection agency or to any legal  proceedings to obtain payment for unpaid invoices shall result in the application of an additional charge  of 15% on any sums remaining due, with a minimum of five hundred (500) euro, excluding BTW (Dutch  VAT). 

5. Complaints 

5.1. Buyer shall inspect the delivered Products immediately upon arrival at the place of delivery. Complaints  must be reported in writing to Polymaker ultimately within seven (7) days after discovery of the defect,  at the risk of forfeiting all relevant claims.  

5.2. Signature of the delivery note and/or receipt of the Products imply that Polymaker has fulfilled its  obligations under the Agreement. 

5.3. In any event, defects must be reported within three months after receipt of the Products, at the risk of  forfeiting all relevant claims. 

5.4. Buyer must allow Polymaker to have its own inspection carried out into the defect found, if so requested  by Polymaker, and must store the Products to be investigated in an appropriate manner. 

5.5. Any complaint concerning an invoice does not suspend Buyer’s obligation to pay. 

6. Delivery  

6.1 Any delivery date indicated is an estimation only. Polymaker is not liable for damages in the event the Products are not delivered on the estimated delivery date. 

6.2 Polymaker is entitled to make partial deliveries.  

6.3 The place of delivery for the Products will be Buyer’s address, unless parties have agreed on a different  address.  

6.4 Buyer is obliged to accept the Products at the time indicated by Polymaker at the agreed place of delivery.  In case Buyer fails to timely accept the products, Polymaker is entitled to dissolve the Agreement. All  costs incurred, as well as any loss of income, will be at Buyer’s expense. All of which without prejudice  to any other rights of Polymaker.  

6.5 In the event that delivery of a Product ordered is impossible, Polymaker will inform Buyer of this and  make reasonable efforts to offer a replacement Product. In the event that Buyer does not wish to exercise  this right, Buyer may dissolve the Agreement, without any notice of default being required, in relation to  that part that cannot be delivered by Polymaker. Polymaker will then provide a credit for that part of the  invoice within thirty (30) days of this partial dissolution. Polymaker is not liable for consequential losses and/or any other form of damage, however named, resulting from the partial dissolution. 

7. Transfer of property  

7.1 The title to the delivered Products does not pass to Buyer until Buyer has completely satisfied all its  financial obligations towards Polymaker pursuant to any Agreement. 

7.2 Buyer is obliged to maintain accurate records, ensure it has sufficient insurance for and carefully store  the Products belonging to Polymaker, whereby these Products must at all times be recognisable as the  property of Polymaker and retain their value.  

7.3 Buyer is not permitted to process, encumber or sell the Products before ownership thereof has passed to  Buyer, except as part of the normal operation of its business. 

7.4 In the event that Buyer fails to fulfil any obligation under of or in connection with any Agreement entered  into with Polymaker, or Polymaker has good reason to fear that Buyer will fail to fulfil such, Polymaker  is authorised to recall the Products belonging to Polymaker, without any notice of default being required..  In this case, Buyer is obliged to provide every cooperation, including access to the relevant records and  the Products in question. All costs are at Buyer’s expense.  

9. Use of Products 

9.1 Buyer guarantees that the Products will be used only for purposes within the ordinary course of business  of the Buyer and usage must at all times remain within the framework of legislation and regulations, and  the production of weapons, ammunition and explosives are explicitly excluded.  

10. Liability for damages  

10.1 Polymaker accepts no liability, except for damage attributable to gross negligence or intent on the part of  Polymaker.  

10.2 In the event that Polymaker is liable, this liability will never exceed that which is stipulated in this clause. 

10.3 Polymaker is only liable for direct losses. In cases in which Polymaker’s liability is proven, Polymaker’s  liability will be limited to the amount paid out by Polymaker’s liability insurer in this instance. In the  event that the insurer does not pay out while Polymaker’s liability is proven, this liability shall – without  prejudice to Buyer’s obligation to pay the purchase price – never exceed the total invoice amount relating  to the Agreement, with a maximum of ten thousand (10.000) euro. 

10.4 Direct loss is understood to mean exclusively losses arising from failure to fulfil Polymaker’s core  performance.  

10.5 Polymaker will never be liable for indirect losses, including consequential losses, loss of profit, losses  incurred, savings missed and losses due to interruption of Buyer’s business or that of third parties. 

10.6 Damage must be reported by Buyer to Polymaker in writing without delay and in any event within fifteen  (15) days of its discovery.  

10.7 All claims against Polymaker lapse following the expiry of a period of one year from the day on which  the party making the claim became aware of or should reasonably have become aware of the facts  underlying the claim.  

11. Claims by third parties  

11.1 Buyer indemnifies Polymaker against any claim by third parties which are directly or indirectly related  to the Products supplied hereunder (including use of them), and it shall compensate Polymaker for all  damages Polymaker suffers as a result of such claims, including legal costs, costs of Polymaker with  respect hereto and other related costs. 

11.2 Buyer is obliged to have sufficient insurance against claims by third parties.  

12. Confidentiality  

12.1 Parties shall not disclose any confidential information to third parties, except insofar as (i) provided in  the Agreement (ii) such information has become publicly known other than by breach of any  confidentiality obligation under this Agreement, or (iii) to the extent applicable law requires confidential  Information to be revealed by Polymaker or Buyer, in which event Parties shall consult the manner in  which this confidential Information shall be revealed. 

12.2 Confidential information is understood to mean: information and business secrets relating to Polymaker  and the Products, including: all technical information, all commercial information, all financial  information and all intellectual property in connection with the Agreement in its broadest sense.  

12.3 No Party will make any public disclosure or issue any press releases pertaining to the sale and purchase  of the Products without having first obtained the prior written consent of the other Party.

12.4 If Buyer breaches one or more of the provisions in this clause, he is liable to pay Polymaker an  immediately payable penalty of twenty thousand (20.000) euro for each breach, without further notice of  default being required, and without prejudice to Polymaker’s right to claim full compensation. 

13. Force majeure 

13.1 To the extent not provided for in the Agreement, Force Majeur shall mean the following: all circumstances  outside of the control of Polymaker that temporarily or permanently prevent fulfilment of the Agreement. 

13.2 Polymaker’s delivery terms will be extended by the period for which the Force majeure last.  

14. Applicable law and competent court  

14.1 These terms are governed by and construed under Dutch law. This Agreement expresses and describes  Dutch legal concepts in English and not in their original terms. Consequently, this Agreement is made on  the express condition that all words, terms and expressions used herein are construed and interpreted in  accordance with Dutch law. The United Nations Convention on Contracts for the International Sale of  Goods (CISG) will not be applicable to this Agreement or any transactions contemplated by this  Agreement. 

14.2 Any dispute arising out or in connection with this Agreement shall be exclusively settled by the Courts  of Gelderland (location Arnhem), The Netherlands.