General Terms and Conditions of Sale for Products
These General Terms and Conditions of Sale for Products (“Sales Terms”) apply to the sale of IMBU BV products (“Products”) to customer (“Customer”). IMBU BV’s offer to sell Products to Customer, and IMBU BV’s acknowledgment of any purchase order or other Customer document (“Order”) is expressly limited to and expressly conditioned on Customer’s acceptance of these Sales Terms. The applicability of terms contained in Customer’s Order is limited to the identification and the quantity of Products ordered. IMBU BV objects to and rejects all other Customer terms, in any form, that are different from or additional to these Sales Terms.
Pricing, Freight, Payment, Shipping, Returns
Product prices as quoted and if quote is valid on the date IMBU BV processes Customer’s Order. For Orders specifying future-dated shipments, IMBU BV has the sole discretion to charge the price in effect on the date of the shipment. Payment terms are pre-payment at the time of order unless different terms are stated on the invoice. Customer may not make or take any deduction, set-off, or other adjustment without IMBU BV’s prior written approval. Order quantities must meet stated minimums for Products. Products are shipped per the Incoterms statement on the IMBU BV order acknowledgement or invoice or, in the absence of such statement, F.O.B. point of shipment. Title and risk of loss transfers to the Customer upon delivery to the carrier. If IMBU BV pays freight on the Order, IMBU BV may designate the means of transportation and routing. If Customer requires alternative means of shipment, Customer will pay any resulting costs. Lead times are as stated by IMBU BV, and Products may be placed on backorder at IMBU BV’s discretion. Where Product availability is limited for any reason, IMBU BV may fill orders or otherwise allocate Products in any manner it deems appropriate. Under no circumstances will IMBU BV be liable for failure to ship, or for Customer’s failure to receive, Products by a certain date. Any credit extended to Customer is done at IMBU BV’s discretion and is subject to IMBU BV credit requirements. Customer must keep its account current at all times. IMBU BV may withhold shipments, payments, or other benefits and/or assess late fees and interest on past-due amounts until the account balance is current. Returns are subject to IMBU BV’s applicable return goods policy and require advance IMBU BV authorization.
IMBU BV will manufacture and sell the Products in compliance with state and local laws applicable to each Product. Customer will comply with the state and local laws applicable to the handling, transportation, storage, use, processing, disposal, distribution, sale, and resale of Products and to any of Customer’s products that contain or are made by using Products. Under no circumstances will either party offer or make any payment or give anything of value to another person or entity where such payment or action would violate applicable law or regulation, including, but not limited to, any applicable anti-bribery, anti-corruption, or anti-kickback law.
Product Information, Selection, and Use
IMBU BV may provide Product information, including technical information, specifications, recommendations, literature, and other materials (collectively “Product Information”) for Customer’s convenience in Customer’s selection of Products. The accuracy or completeness of Product Information is not guaranteed and is subject to change without notice. No license under any IMBU BV or third-party intellectual property rights is granted or implied with this Product Information. Customer is solely responsible for evaluating and selecting Products and determining whether each Product is fit for a particular purpose and suitable for Customer’s use and method of application. Products are manufactured to Customer requirements or specifications only if expressly agreed to in writing by IMBU BV at the time of order.
IMBU BV intends, labels, and packages its industrial and occupational products for sale to trained industrial and occupational customers for workplace use. Unless specifically stated otherwise on the applicable product packaging or literature, these products are not intended, labelled, or packaged for sale to or use by consumers (e.g., for home, personal, primary or secondary school, recreational/sporting, or other uses not described in the applicable product packaging or literature), and must be selected and used in compliance with applicable health and safety regulations and standards (e.g., U.S. OSHA, ANSI), as well as all Product Information, user instructions, warnings, and other limitations, and the user must take any action required under any recall, field action, or other product use notice. To the extent Customer promotes or sells such products outside of industrial and occupational channels or to consumers; or relabels the Product in any manner; or subdivides, repacks, or sells products in units smaller than as packaged by IMBU BV; Customer bears sole responsibility for meeting all applicable requirements (including packaging and labelling requirements) and for any resulting claims, losses, and damages.
Warranty, Disclaimer, Limited Remedy
Unless a different warranty is expressly specified on the applicable Product Information or Product packaging (in which case such warranty governs), IMBU BV warrants that each Product meets IMBU BV’s applicable Product specifications at the time IMBU BV ships each Product. IMBU BV MAKES NO OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ARISING OUT OF A COURSE OF DEALING, PERFORMANCE, CUSTOM, OR USAGE OF TRADE. If a Product does not conform to this warranty, Customer’s sole and exclusive remedy is, at IMBU BV’s option, repair or replacement of the nonconforming Product or refund of its purchase price. IMBU BV has no obligation under this warranty with respect to Products that are modified or damaged by Customer, including through misapplication, misuse, abuse, accident, neglect, or mishandling. Customer must notify IMBU BV within 45 days after receipt that it believes a Product is non-conforming and, thereafter, cooperate with IMBU BV’s investigation of such claim, otherwise, Customer waives any right or claim with respect to such non-conformance. The foregoing warranty and remedy shall not apply to experimental or developmental Products which are sold “as is” and without any warranty.
Limitation of Liability
Except for the limited remedy above, and except to the extent prohibited by law, IMBU BV is not liable for direct, indirect, incidental, special, punitive, or consequential damages (including, but not limited to, lost profits, revenue, business, opportunity, or goodwill) that directly or indirectly arise from or relate to Products, regardless of the legal or equitable theory asserted, including, but not limited to, warranty, contract, negligence, fraud, or strict liability.
If IMBU BV authorizes Customer in writing to export Products outside of the U.S., Customer (a) assumes all responsibility for such Products, (b) will comply with all laws and regulations, including the latest trade sanctions, relating to the export and sale of Products outside the U.S., and (c) will adhere to all applicable IMBU BV policies and procedures relating to the export of Products as a condition to purchase and export.
Customer may cancel an Order only with IMBU BV’s written consent. In the event of an approved cancellation, and where IMBU BV has incurred costs and expenses that cannot reasonably be recovered through the sale of the Products to another person or entity, Customer will pay IMBU BV for all such costs and expenses, which may include costs of related raw materials, packaging, and other items dedicated to Products. IMBU BV may cancel a Customer Order without obligation or liability upon notice to Customer.
Product prices do not include any applicable taxes, tariffs, duties, fees, or charges of any type imposed by any governmental authority (“Transfer Taxes”). Transfer Taxes will be separately itemized on IMBU BV’s invoice, and Customer will be liable for their full payment. IMBU BV will not collect or remit any Transfer Taxes for which Customer provides a valid tax exemption certificate.
Governing Law, Dispute Resolution
The Netherlands law, without regard to conflicts of laws principles, shall exclusively govern IMBU BV’s sale of Products to Customer. The United Nations Convention on Contracts for the International Sales of Goods does not apply. Except where IMBU BV files a claim or action to collect unpaid amounts due from Customer, all claims and disputes arising from or relating to these Sales Terms, any Order, or the Products must be resolved exclusively through the following dispute resolution processes: (a) good faith negotiations between duly authorized representatives of each party conducted within 90 days of a request for negotiations; (b) if necessary, non-binding mediation before a neutral mediator jointly selected and paid for by the parties within 120 days of a request for mediation at a location acceptable to both parties; and (c) as a last resort, litigation. The Netherlands court shall be the sole and exclusive jurisdiction and venue for any litigation between Customer and IMBU BV. Customer agrees to submit to the jurisdiction of such court in the event of any litigation.
IMBU BV reserves the right to change its Sales Terms at any time without notice.
Last revised May 1, 2023.