Condições de venda

In these General Terms and Conditions (“Conditions”), the following terms shall have the following meanings:

• Customer: any legal entity or natural person acting in the course of a profession or business who enters into an Agreement with OCP.
• OCP: OCP Europe B.V., incorporated under the laws of the Netherlands, with its registered office in Zwaag.
• Agreement: any contract of sale and purchase concluded between OCP and the Customer.
• Products: all goods, parts, accessories, lubricants, components and related items supplied by OCP.
• Conditions: these General Terms and Conditions of Sale.

• These Conditions apply to all offers, quotations, Agreements and deliveries by OCP.
• Deviating or conflicting terms of the Customer shall not apply unless expressly accepted in writing by OCP.
• If any provision of these Conditions is invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Amendments to these Conditions shall apply only to future Agreements.

• All offers and quotations issued by OCP are non-binding and valid for fourteen (14) days unless otherwise stated in writing.
• An Agreement is concluded only upon written confirmation by OCP or upon actual delivery.
• OCP reserves the right to refuse or cancel any order at its discretion, including but not limited to cases involving legal restrictions, sanctions compliance, credit concerns, or stock unavailability.

• All prices are exclusive of VAT and other applicable taxes, duties, transport, insurance and handling costs unless agreed otherwise in writing.
• Payment shall be made within thirty (30) days from the invoice date unless otherwise agreed in writing.
• In the event of late payment, statutory commercial interest under Dutch law or interest of 1.5% per month (whichever is higher) shall apply.
• All judicial and extrajudicial collection costs shall be borne by the Customer.
• OCP may suspend deliveries or terminate Agreements if payments are overdue.
• In case of suspension of payment, bankruptcy, liquidation, or similar insolvency proceedings of the Customer, all claims of OCP shall become immediately due and payable.

• Deliveries are made Ex Works (EXW), Incoterms 2020, from OCP’s warehouse, unless otherwise agreed in writing.
• Risk of loss or damage passes to the Customer upon delivery to the carrier or upon collection by the Customer.
• Delivery dates are indicative only and do not constitute binding deadlines.
• Delays in delivery shall not entitle the Customer to compensation or termination unless expressly agreed otherwise in writing.

• All Products remain the property of OCP until full payment of all amounts due has been received.
• The Customer shall: keep the Products properly stored and identifiable; insure them adequately; keep them free of encumbrances.
• In case of default, OCP is entitled to reclaim unpaid Products.
• The Customer grants OCP the right to enter its premises to recover Products subject to retention of title.

• OCP warrants that the Products materially conform to agreed specifications at the time of delivery.
• Unless otherwise specified in writing for specific Products, the warranty period is six (6) months from delivery or 1,000 operating hours, whichever occurs first.
• The warranty covers manufacturing defects only.
• The warranty excludes defects caused by: incorrect installation; improper storage; misuse or negligence; wear and tear; inadequate maintenance; operation outside OEM specifications.
• Warranty claims must be submitted in writing within fourteen (14) days after discovery of the defect.
• OCP’s obligation under warranty is limited to repair, replacement, or credit at its discretion.
• All returns require prior written authorization and must follow OCP’s instructions.

• OCP’s total cumulative liability arising out of or relating to any Agreement shall not exceed the amount actually paid by the Customer for the relevant Products giving rise to the claim.
• OCP shall not be liable for: indirect damages; consequential damages; loss of profits; downtime; production losses; loss of contracts; third-party claims.
• Nothing excludes liability for gross negligence or wilful misconduct where exclusion is not permitted under mandatory law.

• OCP shall not be liable for any delay or failure in performance caused by events beyond its reasonable control, including but not limited to: strikes; shortages of raw materials; transportation disruptions; government measures; embargoes; sanctions; natural disasters.
• If force majeure continues for more than two (2) months, either party may terminate the Agreement without liability.

• The Customer shall comply with all applicable export control laws and sanctions regulations, including those of the EU, UN, UK, and US.
• The Customer shall not sell, export, re-export, or transfer Products to sanctioned countries, entities or individuals.
• The Customer shall indemnify and hold OCP harmless from any penalties, damages or costs resulting from breach of this clause.

• All technical documents, data, drawings, specifications and other information provided by OCP remain the property of OCP.
• Such information may not be disclosed to third parties without prior written consent.
• OEM names, part numbers and references are used solely for cross-reference and compatibility identification.

• Cross-reference tools, product conversion data and application searches are provided for convenience only.
• OCP does not guarantee the accuracy, completeness or suitability of such information.
• Cross-reference data may be modified without prior notice.
• The Customer is solely responsible for verifying compatibility with OEM manuals, technical specifications and safety requirements prior to installation.
• OCP accepts no liability for damages resulting from reliance on cross-reference information.

• All OEM names, models, trademarks and part numbers are the property of their respective owners.
• References are used strictly for identification and compatibility purposes.
• Such references do not imply affiliation, sponsorship, endorsement or authorization.
• OCP is not an authorized distributor of any OEM unless explicitly stated in writing.

• All Agreements and these Conditions are governed exclusively by Dutch law.
• The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
• All disputes shall be submitted exclusively to the competent court in the district of Noord-Holland, the Netherlands.

• The latest version of these Conditions filed with the Chamber of Commerce shall apply.
• In the event of discrepancies, the Dutch-language version shall prevail.
• No waiver by OCP shall be deemed a waiver of any other rights.
• These Conditions constitute the entire agreement between the parties regarding the subject matter.