OCP Europe B.V.
Chamber of Commerce (KvK): 97774529
Registered office: Zwaag, The Netherlands

Article 1 – Definitions

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.

Article 2 – Applicability

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

Article 3 – Offers and Orders

1. All offers and quotations issued by OCP are non-binding and valid for fourteen (14) days unless otherwise stated in writing.
   
2. An Agreement is concluded only upon written confirmation by OCP or upon actual delivery.
   
3. 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.
   

Article 4 – Prices and Payment

1. All prices are exclusive of VAT and other applicable taxes, duties, transport, insurance and handling costs unless agreed otherwise in writing.
   
2. Payment shall be made within thirty (30) days from the invoice date unless otherwise agreed in writing.
   
3. In the event of late payment, statutory commercial interest under Dutch law or interest of 1.5% per month (whichever is higher) shall apply.
   
4. All judicial and extrajudicial collection costs shall be borne by the Customer.
   
5. OCP may suspend deliveries or terminate Agreements if payments are overdue.
   
6. 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.
   

Article 5 – Delivery and Risk

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

Article 6 – Retention of Title

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

Article 7 – Warranty

1. OCP warrants that the Products materially conform to agreed specifications at the time of delivery.
   
2. 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.
   
3. The warranty covers manufacturing defects only.
   
4. The warranty excludes defects caused by:
   
   incorrect installation;
   
   improper storage;
   
   misuse or negligence;
   
   wear and tear;
   
   inadequate maintenance;
   
   operation outside OEM specifications.
   
5. Warranty claims must be submitted in writing within fourteen (14) days after discovery of the defect.
   
6. OCP’s obligation under warranty is limited to repair, replacement, or credit at its discretion.
   
7. All returns require prior written authorization and must follow OCP’s instructions.
   

Article 8 – Limitation of Liability

1. 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.
   
2. OCP shall not be liable for:
   
   indirect damages;
   
   consequential damages;
   
   loss of profits;
   
   downtime;
   
   production losses;
   
   loss of contracts;
   
   third-party claims.
   
3. Nothing excludes liability for gross negligence or wilful misconduct where exclusion is not permitted under mandatory law.
   

Article 9 – Force Majeure

1. 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.
   
2. If force majeure continues for more than two (2) months, either party may terminate the Agreement without liability.
   

Article 10 – Compliance with Export Laws and Sanctions

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

Article 11 – Confidentiality and Intellectual Property

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

Article 12 – Cross-Reference and Application Disclaimer

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

Article 13 – OEM Names and Trademarks

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

Article 14 – Governing Law and Jurisdiction

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

Article 15 – Miscellaneous

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