Terms and Conditions

Oilio is a brand of Oiltrade. Therefore, the following general terms and conditions of Oiltrade apply.

General Terms and Conditions of the private limited liability company OTR Oiltrade B.V., located in Werkendam, hereinafter referred to as: OTR.

Article 1: General

1.1. These terms and conditions exclusively apply to all offers, quotations made by or on behalf of OTR, and agreements between third parties (hereinafter referred to as: client) and OTR.

1.2. Deviations from these terms and conditions are valid only if agreed upon in writing and apply exclusively to the specific agreement in question. The applicability of other general terms and conditions, regardless of their designation, is explicitly rejected.

1.3. Clients who have previously entered into agreements with OTR are deemed to tacitly agree to the applicability of these terms and conditions to subsequent agreements with OTR.

1.4. Where the term “in writing” is used in these terms and conditions, it also includes any form of electronic communication, such as email, internet, and/or intranet.

Article 2: Offers and Agreements

2.1. All information in offers and quotations made by OTR, as well as in price lists, other preprinted materials, websites, etc., is non-binding, subject to changes, and revocable. OTR does not guarantee the accuracy, completeness, or timeliness of such information. No rights can be derived from catalogs or other preprinted materials.

2.2. An agreement is only concluded—whether or not following a quotation—when it is confirmed in writing by the management or authorized employees of OTR.

2.3. Additional agreements and/or changes requested by the client are binding only if confirmed in writing by the management or authorized employees of OTR.

Article 3: Delivery

3.1. OTR will strive to execute the agreement to the best of its ability. A delivery time provided by the client or agreed upon with OTR is always an approximation and cannot be regarded as a binding deadline. If delivery is delayed, the client must provide OTR with a reasonable additional term for delivery in writing. OTR is not liable for any damages resulting from delays in delivery.

3.2. If items are out of stock, OTR reserves the right to deliver the order in parts and/or substitute similar items, at its discretion. Unless otherwise agreed in writing, the method of shipment and packaging is at the discretion of OTR.

3.3. Unless otherwise agreed in writing, delivery occurs ex-warehouse OTR.

3.4. Unless otherwise agreed in writing, the risk of delivered goods transfers to the client at the moment of delivery. If a different delivery location is agreed upon, the risk transfers to the client before the goods are handed over to the carrier.

3.5. The client is obligated to accept the goods immediately upon delivery. If the client fails to do so, OTR is entitled to store the goods at the client’s expense and risk.

Article 4: Price, Payment, and Security

4.1. The agreed price is exclusive of VAT and based on the cost factors known at the time of the offer. OTR is entitled to pass on interim price increases and additional costs (including extra work due to incomplete or incorrect information provided by the client) to the client. Any increases in taxes, import duties, excise duties, and exchange rates will also be passed on directly to the client.

4.2. Unless otherwise agreed, the agreed price is based on ex-warehouse delivery and excludes transportation costs and any transport insurance. OTR reserves the right to ship goods cash on delivery without giving reasons.

4.3. Unless otherwise agreed, payments must be made in cash or by invoice, in which case payment must be made within 14 days of the invoice date. Payments must be made without suspension, deduction, or set-off, to the bank account designated by OTR and are deemed to be made at OTR’s office. Payment-related costs are at the client’s expense.

4.4. If the client fails to pay the amount due on time, they owe OTR default interest of 1.5% per month from the invoice date, with part of a month being counted as a full month. Additionally, the client will owe €50.00 in administrative costs, as well as all extrajudicial and pre-litigation costs amounting to 15% of the total claim, with a minimum of €250.00 per event.

4.5. Payments will first be applied to overdue interest and collection costs, then to the oldest outstanding invoice, regardless of any payment designation by the client.

4.6. The client’s entire debt, including interest and costs, becomes immediately due and payable in case of a breach, insolvency, attachment of assets, or bankruptcy application. The client is deemed in default by law.

4.7. Regardless of the agreed payment terms, OTR is entitled to require advance payment or sufficient security before delivering goods. Failure to provide security or payment allows OTR to suspend its obligations or terminate the agreement without liability for damages.

4.8. In case of late payment or other breaches, OTR reserves the right to suspend or partially/fully terminate the agreement without liability for damages.

4.9. OTR is entitled to adjust prices if the cost of raw materials, packaging, or transportation increases by 5% or more after the agreement is concluded.

Article 5: Retention of Title and Right of Retention

5.1. Delivered goods remain the property of OTR until full payment of the invoice, including any accrued interest and additional costs.

5.2. Ownership transfers only when the client has fully settled their debt. Without prior agreement, the client may not sell or process unpaid goods outside the normal course of business.

5.3. The retention of title also applies to claims arising from previous agreements. The client is required to store unpaid goods as identifiable property of OTR and insure them adequately.

5.4. In case of breach or suspected breach, OTR may reclaim delivered goods. The client must cooperate and provide access to the goods.

Article 6: Complaints and Returns

6.1. The client must inspect delivered goods immediately upon receipt and notify OTR of complaints in writing within 5 working days. Failure to do so results in loss of complaint rights.

6.2. Visible damages must be reported on delivery documents; otherwise, goods are deemed approved.

6.3. Minor deviations are not grounds for complaints or dissolution of the agreement.

6.4. Complaints are void if goods are altered or improperly handled by the client or third parties.

6.5. If a complaint is justified, OTR may replace, repair, or refund the goods.

6.6. Returns require prior consent from OTR and are at the client’s expense.

Article 7: Force Majeure

7.1. In case of force majeure, OTR may suspend or terminate the agreement without liability for damages. Force majeure includes war, natural disasters, strikes, and other unforeseeable events.

7.2. OTR may invoice partially fulfilled obligations separately.

Article 8: Warranty

8.1. OTR guarantees goods meet reasonable standards of quality and usability for six months after delivery.

8.2. Damage resulting from improper use or handling by the client is excluded from the warranty.

Article 9: Liability and Indemnification

9.1. OTR’s liability is limited to the amount covered by its insurance or the agreement’s value.

9.2. OTR is not liable for consequential damages or third-party claims.

Article 10: Cancellation

10.1. Cancellation requires OTR’s written consent and compensation for costs, at least 25% of the invoice amount.

10.2. Cancellations must occur at least 5 working days before delivery.

Article 11: Governing Law and Jurisdiction

11.1. Dutch law governs all agreements.

11.2. Disputes will be resolved by the court in Rotterdam unless OTR chooses the client’s local court.

These terms and conditions were filed with the Rotterdam District Court on April 29, 2021, under number 23/2021.