Terms and Conditions

These general terms and conditions apply to all offers, invitations thereto, confirmations and agreements between Ingelbeen-Soete and the Customer unless one or more of these terms and conditions are expressly deviated from in writing.

Article 1 – Delivery

All deliveries are made – freight paid by Ingelbeen-Soete – to the agreed destination. However, the delivery in no case goes beyond the place closest to the destination that the means of transport used by Ingelbeen-Soete can reach without difficulty and under its own power. Ingelbeen-Soete may determine how much product and at what time will be delivered in order to supply in the most economical manner. In doing so, Ingelbeen-Soete will take the Customer’s interests into account as much as possible.

Article 2 – Delivery by tanker / return of packaging

In the event of delivery by tank barge, the Customer must ensure that the barge can be unloaded within one hour of arrival. As compensation for the damage caused by a delay in unloading, the Customer owes Ingelbeen-Soete immediately due compensation. This compensation amounts to EUR 500 for each hour or part thereof that the unloading starts late. The Customer must also ensure that there is no delay during unloading. Otherwise, the same compensation obligation to Ingelbeen-Soete applies. In the event of delivery of packaged products, Ingelbeen-Soete is not obliged to take back the packaging or take care of its processing insofar as there is no legal obligation to do so.

Article 3 – Determination of quantity and quality

Ingelbeen-Soete’s determination of the quantity and quality delivered both in bulk and packaged will be binding. The Customer or a person appointed by the Customer is entitled to be present at this determination.

Article 4 – Transfer of ownership and risk

Ingelbeen-Soete remains the owner of the products it has delivered until these products have been paid for by the Customer. The risk for the product is transferred to the Customer: – For product delivered in bulk: at the moment the product passes the connection coupling of Ingelbeen-Soete’s loading installation, except for delivery via a tank truck or tank wagon used by Ingelbeen-Soete in which case the risk for the product passes to the Customer at the moment the product passes the connection coupling of the Customer’s receiving installation; – For packaged product: at the moment the product is handed over for unloading or loading to the Customer or to a third party engaged by the Customer.
In the event that the Customer is responsible for the transport, the Customer will comply with the safety regulations set by Ingelbeen-Soete in this respect and the requirements set by legislation for these means of transport with respect to the means of transport used by the Customer. Ingelbeen-Soete is entitled not to load these means of transport (or have them loaded) if these (inter alia technical and safety) regulations are not or not fully met.

Article 5 – Daily price

All prices in offers, confirmations and agreements are quoted exclusive of VAT. All products are sold by Ingelbeen-Soete at daily price (or a price derived therefrom for a specific period). The daily price is the price at which Ingelbeen-Soete, on the day and place of order, delivers the relevant product generally in similar quantity and packaging to customers of the category to which the Customer is deemed to belong, if and insofar as delivery takes place within 14 days of the order date. If delivery takes place later than 14 days after the order date, the daily price means the price at which Ingelbeen-Soete, according to its price quotation on the day of delivery at the agreed place of delivery, with corresponding method of delivery, with corresponding method of packaging and with delivery of corresponding minimum quantities, generally sells to customers of the category, to which the Customer is deemed to belong.

Article 6 – Taxes

All products to be delivered by Ingelbeen-Soete will be charged inclusive of taxes and levies. If the Customer presents legally valid declarations showing exemption from taxes and/or duties, these will not be invoiced. Deliveries made at the Customer’s request with exemptions from duties, levies and/or taxes with customs or excise documents prepared by Ingelbeen-Soete will take place under the Customer’s exclusive responsibility. The Customer is obliged to fully reimburse Ingelbeen-Soete for all duties, taxes, fines, costs, etc., which Ingelbeen-Soete would have to pay due to non-clearance of documents, or due to transport losses not accepted by the competent authorities or other irregularities regarding customs, excise and VAT legislation. This regardless of whether any fault or fact can be charged to the Customer. In the event of resale, the Customer shall ensure that new replacement customs and/or excise documents are drawn up. The Customer undertakes to inform Ingelbeen-Soete immediately of the date of discharge and the customs office where this took place, as well as any replacement of the customs or excise document.

Article 7 – Payment and Set-off/Compensation

Payment shall be made in cash by means of a bank direct debit as soon as possible after delivery or on credit if the parties agree the latter. However, Ingelbeen-Soete is always entitled by law and without notice to demand advance payment or to suspend further deliveries as long as previous deliveries have not been paid or if the Customer has not provided sufficient security. The Customer is at all times obliged to provide such security for the payment of its debts to Ingelbeen-Soete as Ingelbeen-Soete deems necessary and reasonably required at Ingelbeen-Soete’s first request. In the case of deliveries on credit, the delivery date is the starting date of the credit period. In the case of delivery on credit, Ingelbeen-Soete will set a credit limit for the Customer. If circumstances warrant, Ingelbeen-Soete is entitled to change this limit. Ingelbeen-Soete is always entitled to set off everything it can claim from the Customer, whether or not due and payable or subject to conditions, against the Customer’s counterclaims, whether due and payable or not.

Article 8 – Delay interest / Costs

All costs to be incurred by Ingelbeen-Soete to preserve and exercise its rights from any agreement with the Customer shall be borne by the Customer. If payment is not made by the due date, Ingelbeen-Soete can charge interest on arrears without any reminder, notice of default or court intervention being required. This interest will be equal to the legal interest rate plus 2%. Payments that are not made within 7 days of written notice by Ingelbeen-Soete will be increased by 10% as compensation for additional administrative costs. This increase will be a minimum of EUR 125 per case, without prejudice to Ingelbeen-Soete’s right, if the actual costs are higher, to charge the excess to the Customer. Court costs are not included in this increase.

Article 9 – Liability

Ingelbeen-Soete is, in the event of a breach of contract attributable to Ingelbeen-Soete, only liable for damage to goods and/or persons resulting directly from this breach of contract, up to a maximum of the invoice price of the product concerned, unless not permitted by Belgian law. Ingelbeen-Soete is not liable for the consequences of such damage.

Article 10 – Use of the trademark

The Customer has the right to use ExxonMobil trademarks in its business for the products and services purchased from Ingelbeen-Soete. The Customer may only use these trademarks during the term of the contract with Ingelbeen-Soete and only in the manner prescribed by Ingelbeen-Soete. If warranted, I has the right to prohibit the Customer’s use of one or more of its trademarks.

Article 11 – Default

In the event of full or partial non-performance, including but not limited to non-timely performance, by the Customer of one or more obligations from the contract, Ingelbeen-Soete is entitled, without any compensation, without notice of default or judicial intervention, to suspend its obligations, to request the performance or dissolution of the contract, and this without prejudice to its right to request compensation for the damage suffered. For each failure to fulfill a substantial obligation to Ingelbeen-Soete from the agreement, the Customer will owe Ingelbeen-Soete an irreducible fixed compensation. This compensation amounts to EUR 500 and is also due for each day that such non-performance continues. Ingelbeen-Soete also reserves the right to claim compensation for any additional damages incurred. Breaches of a substantial obligation include, but are not limited to: the misuse or abuse of the ExxonMobil trademark, contamination of the product, serious breaches of safety or environmental regulations. Even if for some time Ingelbeen-Soete should not expressly demand the fulfillment of the contract by the Customer, it will not be deemed to have processed its rights as a result.

Article 12 – Interim termination

Ingelbeen-Soete has the right to terminate the agreement with the Customer in full or in part by unilateral termination immediately or by a date to be specified, or – while maintaining the remainder of the agreement – to suspend or temporarily discontinue its delivery to the Customer, if: a) the Buyer acts in substantial breach of any agreement existing between the Customer and Ingelbeen-Soete, or performs or omits to perform any legal or factual act, which could harm the interests of Ingelbeen-
Soete; b) the Customer is declared bankrupt, applies for a moratorium, or is declared incompetent; c) the conditions, which the authorities attach or will attach to the permit(s), should be or become too onerous in the reasonable opinion of Ingelbeen-Soete, or a permit is revoked. Ingelbeen-Soete will communicate the reasons for its decision to the Customer. In the event that the Customer applies for or obtains court approval, Ingelbeen-Soete has the right to suspend the existing contract between the Customer and Ingelbeen-Soete.

Article 13 – Force majeure

If a case of force majeure occurs for Ingelbeen-Soete or for the Customer, Ingelbeen-Soete or the Customer, respectively, may suspend the obligations from a contract to the extent and for the duration of the force majeure. The parties will inform and keep each other informed of any force majeure situation and its estimated duration. For the parties, the following will in any case be considered force majeure: total or partial failure, restriction or strike of the company of Ingelbeen-Soete or of the Customer; mobilization, war, hostilities, insurrection, work strike, lockout; obstruction of railroad traffic or of transport by other means of transport or lack thereof; shipwreck; loss, damage or disablement of means of transport, installations or machines; failure, untimely or improper operation of installations that will be used for the performance of this contract. In addition, for Ingelbeen-Soete, the following will in any case count as force majeure: cessation or reduction – as a result of whatever cause ) by Ingelbeen-Soete’s normal suppliers of the supply of Ingelbeen-Soete with the product(s), to which this agreement relates or with the raw materials therefor; an existing or imminent shortage of the product to be supplied as a result of serious imbalance in the market of supply and demand; the promulgation of regulations, which limit, hinder or make impossible the production, delivery, transport or unloading of the product or the raw materials therefor. During the period(s), in which – whether as a result of force majeure or otherwise – the supply of the product to be delivered or the raw materials therefor by Ingelbeen-Soete’s normal suppliers is restricted or discontinued, or in Ingelbeen-Soete’s opinion is or will be insufficient to meet its own needs and those of its regular customers – including companies affiliated with it – Ingelbeen-Soete will be allowed to limit its delivery obligation in order to distribute the available product on a fair and equitable basis to itself and its regular customers as it sees fit. Ingelbeen-Soete will not be obliged to source product and/or raw materials therefor from suppliers other than those with which it has a long-term supply agreement, nor will it be obliged to subsequently supply quantities, which have not been delivered as a result of the restriction. Ingelbeen-Soete will inform the Customer of the degree of reduction and, if possible, the estimated duration of the reduction. If a force majeure situation occurs with respect to Ingelbeen-Soete, the Customer is entitled to obtain supplies elsewhere for the duration and extent of the force majeure. However, the Customer is not entitled to terminate the contract in the event of force majeure.

Article 14 – Trade Restrictions Clause

By placing an order with Ingelbeen Soete bvba, the customer acknowledges and agrees that this purchase and all further actions and transactions related to this purchase, take place in full compliance

with all applicable Trade Laws, including, but not limited to applicable United States of America (“U.S.”), European Union (“EU”) and United Kingdom (“UK”) trade sanctions and export control legislation.

*the products will not be forwarded to any entities, organizations, persons, or vessels with which a U.S. or EU or UK person could not deal .

* customer will not engage in any transactions that would not be permitted for a U.S. or EU or UK person.

* customer will not sell, supply, transfer or export the products of this purchase, directly or indirectly, to any natural or legal person, entity or body in Russia or for use in Russia or any other region as mentioned above in this document
*customer will not participate, knowingly and intentionally, in activities of which the object or effect is  to circumvent prohibitions in the EU Regulation or other sales restrictions.

Products destined for countries of the Eurasian Economic Union  EAEU may not be shipped into or used in the above mentioned regions . (EAEU, composed in addition to the Federation of Russia and the Republic of Belarus of the Republics of Armenia and Kazakhstan and of the Kyrgyz Republic – goods in any member of the EAEU are in free circulation throughout the EAEU).

Article 15 – Transfer

Unless otherwise agreed, the Customer is entitled to transfer its rights and obligations from the contract to a third party with the prior written consent of Ingelbeen-Soete. Ingelbeen-Soete may transfer its rights and obligations to an affiliate of Ingelbeen-Soete without the consent of the Customer.

Article 16 – Retention of title clause.

16.1

The unpaid goods remain the property of Ingelbeen-Soete until they are paid in full.
Pursuant to the aforementioned paragraph, the seller has the right to take back full and unused barrels, with compensation on the oldest outstanding debt of the value of the products taken back determined on the basis of the current daily price of the product concerned.
However, goods stored at the buyer’s premises or at the premises of third parties and delivered by the seller shall be entirely at the risk and responsibility of the buyer. Damage and soil contamination caused by lack of maintenance or damage to the barrels and/or storage tanks, as well as those resulting from the breaking of the seal on the barrels, are the full responsibility of the buyer.

16.2

Certain goods and materials, property of Ingelbeen-Soete, may be used by the Customer in certain cases (including but not limited to: drums, grease guns, drum carts, etc.). This use will only be permitted with the express agreement of Ingelbeen-Soete.

The customer confirms that the goods and materials were delivered by Ingelbeen-Soete in perfect condition. The Customer is fully liable for this use during the period of use.

During the period of use, the Customer will use the goods and materials as a normal, prudent and reasonable person would. The Customer will be responsible for compensating for any damage (other than normal use and wear and tear) that has occurred. Such damages shall be reported to Ingelbeen-Soete immediately and in writing.

Option 1: A deposit must be paid upon delivery of the goods and materials. Upon return in perfect condition, the deposit will be refunded. If damage has been done to the goods and materials, the deposit will be used for repair or replacement without prejudice to the possibility of recovering the actual damage from the Customer.

Option 2 if no warranty: The customer will reimburse Ingelbeen-Soete in full for the repair or replacement of the goods or materials.

Article 17 – Applicable law / competent court

Belgian law is applicable to all offers, invitations thereto, confirmations and contracts between the customer and Ingelbeen-Soete. The courts in Kortrijk have exclusive jurisdiction for all disputes in this respect. The Uniform Law on the International Sale of Goods (LUBI) and the Vienna Sales Convention are not applicable.

Article 18 – Protection of personal data

Ingelbeen-Soete may use the business and personal data, which it receives from the Customer, to create and/or update files held by Ingelbeen-Soete or any of its subsidiaries located within the European Union, including for the purpose of creating and maintaining (customer) files, invoicing, product delivery and (product) market analyses, creditworthiness analyses and the preparation of statistics. The Customer hereby expressly confirms that it has obtained all necessary consents from the business managers, officers, directors, employees, agents and contractors, as required by applicable national data protection legislation, prior to any communication of such personal data to Ingelbeen-Soete. Ingelbeen-Soete will make necessary and reasonable efforts to ensure that the Customer’s personal data held by Ingelbeen-Soete is not communicated to third parties nor that third parties have access to it, except in case of prior communication to and consent of the Customer. In this paragraph, “third parties” does not mean officers, managers, directors, employees, contractors and agents of Ingelbeen-Soete. In this clause, the Customer means (without limitation) the officers, managers, directors of the Customer, its employees, contractors, agents, with respect to which Ingelbeen-Soete receives personal data in the relationship between the Buyer and the companies belonging to the Ingelbeen-Soete group.