General terms and conditions

These terms apply to all quotations, order confirmations, deliveries and invoices of OFP Chemicals, Mijlsteen 5, 9031 Drongen, België, BTW BE 0694.604.528, RPR Gent.

By placing an order, the customer acknowledges having read and accepted these terms. Any purchasing conditions of the customer do not apply, even if communicated later, unless we have expressly accepted them in writing.

Departures from these terms are only valid where recorded in writing, and only for the agreement for which they were granted.

Our quotations are without obligation and valid for 30 days, unless the quotation states another period. Prices, quantities and lead times in catalogues, on the website or in advertising are indicative and do not bind us.

The agreement is formed when we confirm the order in writing, or when we begin performance. A request through the website is a request for information, not an order.

Technical data, dosage and consumption figures are guide values based on our testing. The customer remains responsible for choosing the product for its application, and for its suitability in the customer's own process.

All prices are expressed in euro and exclude VAT, excise duties, packaging, transport and other levies, unless expressly stated otherwise.

We may adjust the agreed price where the cost of raw materials, packaging, energy, transport or wages rises by more than five per cent between order and delivery. We notify this in writing, stating the reason. A customer who does not accept the adjustment may cancel the order concerned free of charge within eight days, without further compensation on either side.

Invoices are payable within 30 days of the invoice date, without discount, to the account stated on the invoice. For a first delivery, or where the credit risk changes, we may require prepayment or security.

If payment is not made on the due date, default interest is due by operation of law and without notice, at the rate set by the Belgian Act of 2 August 2002 on combating late payment in commercial transactions, increased by fixed damages of 10125 euro. Reasonable recovery costs remain due in addition.

If one invoice is unpaid on its due date, all other invoices become immediately due, including those not yet matured, and we may suspend further deliveries until everything is settled.

The customer may not withhold or set off payments against a claim of its own, unless we have acknowledged that claim in writing.

Deliveries are made Ex Works (Incoterms® 2020) from our site at Zuidleiestraat 10B, 9880 Aalter, België, unless agreed otherwise in writing. The risk of loss or damage passes to the customer as soon as the goods are made available, including where we arrange transport.

Stated delivery periods are indicative. A delay gives no right to compensation or to rescission, unless the delay exceeds thirty days and the customer has given us written notice of default with a reasonable period to deliver.

We may deliver in parts and invoice those partial deliveries separately. The customer ensures the delivery location is accessible and that someone is present to unload and sign. Waiting time and a second journey caused by the customer are at the customer's expense.

Delivered goods remain our property until full payment of principal, interest and costs. Until then, the customer may not pledge them, offer them as security, or mix them in a way that makes them unrecognisable.

If the customer nevertheless resells the goods before full payment, it assigns its claim against its own customer to us up to the outstanding amount. On non-payment, we may repossess the goods wherever they are, at the customer's expense.

The customer inspects the goods on delivery for quantity, packaging and visible defects. Visible defects and incorrect deliveries must be reported within 8 days of delivery, in writing, stating the batch number and including a photograph of the packaging.

Hidden defects must be reported within 14and at the latest 12 months after delivery. After those periods, the delivery is deemed accepted.

A complaint does not suspend the payment obligation. The customer keeps the disputed goods available for inspection and stops using them while the investigation is ongoing. Products that have been processed or mixed can no longer be assessed.

We warrant that our products, on delivery, conform to the specifications in the technical data sheet and are manufactured in accordance with applicable regulations. Shelf life is 24 months from the production date when stored as instructed on the label, unless the label states another period.

Where a complaint is well founded, we choose between replacing the goods, redelivering the missing quantity, or crediting the invoice value. That discharges our obligation.

The warranty lapses in the event of:

• storage outside the label instructions, or use after the expiry date
• dilution, mixing or modification of the product by the customer or a third party
• use in an application the product is not intended for
• failure to observe the dosage or the instructions in the safety data sheet
• decanting into other packaging, or use after removal of the original label

Our products are chemical mixtures intended for professional use. With every first delivery we provide the safety data sheet (SDS) and the technical data sheet (TDS), and we supply an updated version as soon as one exists. The customer can request them at any time at info@ofpchemicals.be.

The customer undertakes to read the safety data sheet, to use the prescribed personal protective equipment, to inform and train its staff, and to store the products out of reach of unauthorised persons and children. The customer complies with the obligations resting on it as a downstream user under the REACH and CLP regulations.

The customer may not alter or remove the original packaging, the label or the hazard pictograms. If the customer decants into other packaging, it is itself responsible for correct labelling, and our liability for the consequences lapses.

The customer disposes of waste and empty packaging in accordance with applicable environmental law. We do not take back packaging, except where expressly agreed, or for reusable packaging under Article 11.

Our liability is limited to the invoice value of the delivery to which the complaint relates, and in any event to the amount paid out by our public liability insurance.

We are not liable for indirect damage, consequential loss, loss of production, loss of profit, loss of customers, reputational harm, recall costs, or damage to the treated surface where this results from incorrect application, dosage or combination with other products.

These limitations do not apply in the event of fraud, intent or gross negligence on our part, in the event of harm to life or health, and not where product liability law prohibits a limitation.

Our trademarks, formulas, recipes, label designs, texts and images remain our property. The customer may use them to resell the products, but may not register, modify or use them for other products.

Under private label, the formula remains our property and the customer keeps its own brand and label design. The customer warrants the accuracy of the data it supplies for the label, and the rights to the images and trademarks it uses. It indemnifies us against third-party claims in that respect. We add the legally required hazard information in accordance with the CLP Regulation.

For private label we may stipulate a minimum order quantity and a minimum term. These are set out in the relevant quotation.

Single-use packaging is invoiced and not taken back. Reusable packaging, such as IBC containers and drums supplied on loan, remains our property and is invoiced as a deposit or provided in custody.

The customer returns reusable packaging empty, closed and bearing the original label. Damaged, contaminated or unreturned packaging is invoiced at replacement value. Packaging may not be used for products other than those of OFP Chemicals.

We are not obliged to perform where an event beyond our reasonable control prevents performance or makes it unreasonably onerous. This includes scarcity or failure of raw materials, supplier disruptions, energy outages, fire, strikes, transport obstruction, cyber incidents, epidemics and government measures.

If the situation lasts longer than sixty days, either party may terminate the order concerned in writing without compensation. What has already been delivered remains due.

Recipes, prices, test results and other non-public information the parties provide to each other remain confidential. The receiving party uses them only to perform the agreement and does not disclose them to third parties, except to staff and advisers who need them and who are bound by the same confidentiality. This obligation survives for five years after the agreement ends.

We process the personal data of the customer's contact persons in order to perform the agreement and manage the relationship. How we do so, what rights follow from it and how long we keep data is set out in our privacy policy, which forms an integral part of these terms.

We may suspend our obligations or terminate the agreement with immediate effect where the customer fails to pay an invoice on its due date, is in bankruptcy or judicial reorganisation, ceases its activity, or fails to perform an essential obligation under these terms after written notice with a period of fourteen days.

On termination due to the customer's fault, fixed damages of thirty per cent of the value of the unperformed order are due, without prejudice to our right to prove higher actual loss. For products made to order or under private label, the full value is due.

If a provision of these terms is void or unenforceable, the remaining provisions continue to apply. The parties replace the provision concerned with a valid one that comes as close as possible to the original purpose.

The fact that we do not immediately exercise a right under these terms does not mean we waive it. The customer may not transfer its rights and obligations under the agreement without our written consent.

We may amend these terms. The version that applies is the one in force at the time of the order confirmation. The current version is always on this page, stating its version number and date.

Every agreement is governed exclusively by Belgian law. The Vienna Convention on the International Sale of Goods is excluded.

Any dispute falls within the exclusive jurisdiction of the Enterprise Court of Ghent, Ghent division. We reserve the right to sue the customer before the court of its own place of business.

For questions about these terms, please contact OFP Chemicals, Mijlsteen 5, 9031 Drongen, België, info@ofpchemicals.be, +32 493 19 54 36.