Terms and Conditions

Table of Contents

1. Definitions and Interpretation
2. Scope and Applicability
3. Account Registration and Use
4. Product Information and Pricing
5. Order Process and Acceptance
6. Payment Terms
7. Delivery and Risk Transfer
8. Product Liability and Warranties
9. Limitation of Liability
10. Chemical Safety and REACH Compliance
11. Export Restrictions and Trade Compliance
12. Intellectual Property
13. Data Protection and Privacy
14. Force Majeure
15. Returns, Refunds and Cancellations
16. Termination
17. Dispute Resolution and Governing Law
18. General Provisions
19. Contact Information

1. Definitions and Interpretation

In these Terms, the following definitions apply unless the context requires otherwise:

Term	Definition
"TCE," "we," "us," "our"	Trade Chemicals Europe BV, registered under KvK number 83230068, having its registered office at Pannekoekendijk 23a, 7887 EV Erica, The Netherlands
"Buyer," "you," "your"	The natural or legal person acting in the exercise of a profession or business who enters into an Agreement with TCE
"Agreement"	Any contract between TCE and the Buyer for the sale and delivery of Products, including these Terms
"Products"	All chemical products, substances, mixtures, and related goods offered by TCE
"Order"	A request by the Buyer to purchase Products from TCE
"Order Confirmation"	Written acceptance of an Order by TCE, which forms the binding Agreement
"SDS"	Safety Data Sheet as required under REACH Regulation (EC) No. 1907/2006
"Working Days"	Monday to Friday, excluding Dutch public holidays
"Platform"	The TCE online ordering platform at tce.b2bwave.com
"Incoterms"	International Commercial Terms as published by the International Chamber of Commerce (ICC), most recent edition

2. Scope and Applicability

2.1 Application

These Terms apply to all offers, quotations, orders, agreements, and deliveries of Products by TCE, as well as to all use of the Platform. By placing an Order or accessing the Platform, the Buyer agrees to be bound by these Terms.

2.2 Deviating Terms

The applicability of any general terms and conditions of the Buyer is expressly rejected by TCE, unless specifically agreed upon in writing. In the event of conflict between these Terms and any individual agreement between the parties, the individual agreement shall prevail.

2.3 Amendments

TCE reserves the right to amend these Terms at any time. Amended Terms will apply to new Orders placed after publication on the Platform. The Buyer will be notified of material changes via email or Platform notification. Continued use of the Platform after such notification constitutes acceptance of the amended Terms.

2.4 Partial Invalidity

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The parties shall negotiate in good faith to replace the invalid provision with a valid one that achieves the original commercial intent, in accordance with Article 3:41 of the Dutch Civil Code (Burgerlijk Wetboek).

3. Account Registration and Use

3.1 Registration Requirements

To place Orders via the Platform, the Buyer must register an account and provide:

• Full legal company name and legal form
• Registered business address
• Valid VAT identification number (for EU businesses)
• Chamber of Commerce (KvK) registration number or equivalent
• Authorized contact person details
• Billing and delivery addresses

3.2 Verification

TCE reserves the right to verify the Buyer's business credentials before activating an account. TCE may request additional documentation, including but not limited to trade register extracts, tax certificates, or references. TCE may refuse registration at its sole discretion without providing reasons.

3.3 Account Security

The Buyer is responsible for maintaining the confidentiality of their account credentials. All Orders placed under the Buyer's account are deemed authorized by the Buyer. The Buyer must immediately notify TCE of any unauthorized use of their account.

3.4 Accurate Information

The Buyer warrants that all information provided during registration and throughout the business relationship is accurate, current, and complete. The Buyer must promptly update any changes to their company details, VAT number, or authorized personnel.

4. Product Information and Pricing

4.1 Product Descriptions

Product descriptions, specifications, and images on the Platform are provided for informational purposes and represent our best effort at accuracy. TCE reserves the right to make minor modifications to product specifications without prior notice, provided such modifications do not materially affect product quality or performance.

4.2 Pricing

• All prices are quoted in Euros (EUR) unless otherwise stated
• Prices are exclusive of VAT and other applicable taxes, duties, and levies
• Prices are exclusive of delivery, packaging, and insurance costs unless explicitly included in the quotation
• Prices on the Platform are subject to change without prior notice until an Order Confirmation is issued

4.3 Quotations

All quotations are non-binding and valid for 30 calendar days from the date of issue, unless a different validity period is specified. TCE may withdraw or modify a quotation at any time before the Order Confirmation is issued.

4.4 Price Adjustments

TCE reserves the right to adjust prices after Order Confirmation in the event of significant changes in raw material costs, currency fluctuations, regulatory requirements, or other factors beyond TCE's reasonable control. In such cases, TCE will notify the Buyer in writing, and the Buyer may cancel the affected Order within 5 Working Days of notification without penalty.

5. Order Process and Acceptance

5.1 Placing Orders

Orders may be placed through:

• The Platform at tce.b2bwave.com
• Email at [email protected]
• Such other channels as TCE may make available from time to time

5.2 Order Acceptance

An Order constitutes an offer by the Buyer. No binding Agreement arises until TCE issues an Order Confirmation. TCE reserves the right to decline any Order, in whole or in part, without providing reasons. Possible grounds for declining include:

• Product unavailability or insufficient stock
• Inability to verify the Buyer's identity or creditworthiness
• Suspected non-compliance with applicable laws or export regulations
• Outstanding overdue payments on the Buyer's account
• Errors in pricing or product information

5.3 Minimum Order Quantities

TCE may set minimum order quantities or minimum order values for specific Products or generally. These will be communicated on the Platform or in the applicable quotation.

5.4 Order Modifications and Cancellations

Modifications or cancellations of confirmed Orders are only possible with TCE's written consent. TCE may charge reasonable costs incurred as a result of modifications or cancellations, including but not limited to production costs, storage costs, and third-party charges.

6. Payment Terms

6.1 Payment Methods

Payment may be made by the following methods as made available by TCE:

• Bank transfer (SEPA)
• Credit card / debit card
• Invoice with agreed payment terms (subject to credit approval)
• Such other payment methods as TCE may offer via the Platform

6.2 Payment Terms

Payment Type	Terms
Prepayment	Payment in full before dispatch. Applies to new customers and orders without approved credit terms.
Net 30 Days	Payment due within 30 days of invoice date. Subject to prior credit approval by TCE.
Credit Card	Charged at the time of Order Confirmation or dispatch, as applicable.

6.3 Late Payment

If the Buyer fails to pay any amount due by the due date:

• The Buyer shall be in default without further notice of default being required (verzuim van rechtswege), in accordance with Article 6:83(a) of the Dutch Civil Code
• TCE is entitled to charge statutory commercial interest (wettelijke handelsrente) as per Article 6:119a of the Dutch Civil Code on the overdue amount from the due date until full payment
• All reasonable extrajudicial collection costs shall be borne by the Buyer, with a minimum of €40.00 in accordance with EU Directive 2011/7/EU (Late Payment Directive)
• TCE may suspend all further deliveries and/or terminate the Agreement
• All outstanding invoices become immediately due and payable

6.4 Retention of Title

In accordance with Article 3:92 of the Dutch Civil Code, TCE retains ownership of all delivered Products until the Buyer has fulfilled all payment obligations to TCE, including the purchase price, any interest, and collection costs. Until full payment, the Buyer:

• May not pledge, encumber, or grant any third-party rights over the Products
• Must store the Products separately and identifiably as TCE property
• Must adequately insure the Products and provide proof of insurance upon request
• Shall grant TCE access to its premises to repossess Products if the Buyer defaults on payment

7. Delivery and Risk Transfer

7.1 Delivery Terms

Unless otherwise agreed in writing, all deliveries are made Ex Works (EXW) TCE's warehouse in accordance with the applicable Incoterms. Alternative delivery terms (e.g., DAP, DDP, CIF) may be agreed upon in writing and will be reflected in the Order Confirmation.

7.2 Delivery Timelines

Delivery dates are estimates only and are not binding deadlines (fatale termijnen). TCE will use reasonable commercial efforts to meet estimated delivery dates. Exceeding a delivery date does not entitle the Buyer to compensation, termination, or suspension of obligations, unless:

• TCE has been given a written notice of default with a reasonable additional period for performance
• TCE fails to perform within that additional period

7.3 Risk Transfer

The risk of loss or damage to Products passes to the Buyer in accordance with the applicable delivery terms (Incoterms). Under the default EXW terms, risk transfers to the Buyer when the Products are made available for collection at TCE's warehouse.

7.4 Partial Deliveries

TCE is entitled to deliver Products in partial shipments. Each partial delivery shall be considered a separate transaction and may be invoiced separately. A delay or defect in one partial delivery does not entitle the Buyer to cancel any other partial delivery.

7.5 Inspection and Acceptance

The Buyer must inspect the Products immediately upon delivery and report any visible defects, shortages, or damage in writing within 24 hours of receipt. Concealed defects must be reported within 48 hours of discovery, but in no event later than 14 calendar days after delivery. Failure to report within these periods constitutes acceptance of the Products.

8. Product Liability and Warranties

8.1 Product Conformity

TCE warrants that Products conform to their published specifications and Safety Data Sheets (SDS) at the time of delivery. This warranty applies for the duration of the Product's stated shelf life, provided the Product is stored and handled in accordance with the SDS.

8.2 Exclusions

The warranty in Article 8.1 does not apply where non-conformity results from:

• Improper storage, handling, or transport by the Buyer
• Use of Products for purposes other than those described in the SDS
• Mixing, diluting, or altering Products without TCE's written consent
• Normal degradation within expected tolerances
• Failure to observe instructions, recommendations, or warnings provided by TCE
• Products that have exceeded their shelf life or recommended use-by date

8.3 Limitation of Warranty

Except as expressly stated in Article 8.1, TCE makes no other warranties, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement. The Buyer acknowledges that it is their responsibility to assess the suitability of Products for their intended application.

8.4 Remedies

If a valid warranty claim is established, TCE's sole obligation at its discretion shall be to:

• Replace the non-conforming Product(s)
• Issue a credit note for the value of the non-conforming Product(s)
• Refund the purchase price of the non-conforming Product(s)

9. Limitation of Liability

9.1 General Limitation

To the maximum extent permitted by law, TCE's total aggregate liability arising out of or in connection with any Agreement shall not exceed the total amount paid by the Buyer for the specific Products giving rise to the claim in the twelve (12) months preceding the event causing the liability.

9.2 Exclusion of Indirect Damages

TCE shall in no event be liable for any:

• Indirect, consequential, or incidental damages
• Loss of profit, revenue, business, or anticipated savings
• Loss of goodwill or reputation
• Loss of data or corruption of data
• Losses arising from business interruption
• Claims from third parties against the Buyer

9.3 Exceptions

The limitations in Articles 9.1 and 9.2 shall not apply to liability arising from:

• Willful misconduct (opzet) or gross negligence (grove schuld) by TCE
• Death or personal injury caused by TCE's negligence
• Fraud or fraudulent misrepresentation
• Any liability that cannot be limited or excluded under mandatory applicable law

9.4 Time Limitation

Any claim by the Buyer must be brought within 12 months of the date the Buyer became or ought reasonably to have become aware of the cause for the claim. This does not affect mandatory statutory limitation periods under Dutch law.

10. Chemical Safety and REACH Compliance

10.1 REACH Registration

TCE is committed to compliance with the REACH Regulation (EC) No. 1907/2006. Our REACH registration number is: 01-2119471839-21-0023. TCE ensures that all Products placed on the market are registered as required and accompanied by the necessary safety information.

10.2 Safety Data Sheets

TCE will provide Safety Data Sheets (SDS) for all Products in compliance with REACH Article 31 and CLP Regulation (EC) No. 1272/2008. The Buyer is responsible for:

• Reading and understanding the SDS before handling, storing, or using the Products
• Ensuring that all relevant personnel have access to and are trained on the SDS
• Implementing appropriate risk management measures as described in the SDS
• Communicating relevant safety information down the supply chain

10.3 CLP Classification and Labelling

Products are classified and labelled in accordance with the CLP Regulation (EC) No. 1272/2008. The Buyer shall not remove, alter, or obscure any labels, warnings, or safety markings on Products or their packaging.

10.4 Buyer's Chemical Safety Obligations

10.5 Substance of Very High Concern (SVHC)

TCE will inform the Buyer if any Product contains a Substance of Very High Concern (SVHC) as included in the REACH Candidate List, to the extent known to TCE. The Buyer is responsible for monitoring SVHC updates and assessing any downstream obligations.

11. Export Restrictions and Trade Compliance

11.1 Export Controls

Certain Products may be subject to export control regulations, including but not limited to:

• EU Dual-Use Regulation (EU) 2021/821
• Chemical Weapons Convention (CWC) listed chemicals
• EU sanctions and restrictive measures
• National export control laws

11.2 Buyer's Obligations

The Buyer warrants and represents that:

• It will comply with all applicable export control laws and trade sanctions
• It will not export, re-export, or transfer Products to any embargoed or sanctioned country, entity, or individual
• It will not use Products for the development, production, or stockpiling of chemical, biological, or nuclear weapons
• It will provide end-use certificates or other documentation as requested by TCE
• It will notify TCE immediately if it becomes aware of any potential sanctions or export control issues

11.3 Suspension and Refusal

TCE reserves the right to suspend or refuse any delivery if TCE has reason to believe that the Products may be used in violation of applicable export control laws, sanctions, or regulations. TCE shall not be liable for any loss or damage resulting from such suspension or refusal.

© 12. Intellectual Property

12.1 Ownership

All intellectual property rights, including but not limited to trademarks, trade names, logos, product formulations, technical documentation, SDS content, images, and website content, remain the exclusive property of TCE or its licensors.

12.2 Limited License

The Buyer is granted a non-exclusive, non-transferable, revocable license to use the Platform for the sole purpose of placing Orders. No other right or license is granted or implied.

12.3 Restrictions

The Buyer shall not:

• Copy, reproduce, or distribute any TCE content without prior written consent
• Use TCE's trademarks, logos, or trade names without authorization
• Reverse-engineer, decompile, or modify any TCE products, formulations, or technology
• Scrape, harvest, or automatically collect data from the Platform
• Misrepresent any association with or endorsement by TCE

13. Data Protection and Privacy

13.1 Data Processing

TCE processes personal data in accordance with the General Data Protection Regulation (EU) 2016/679 ("GDPR") and applicable Dutch data protection legislation. Our processing activities in relation to Orders include:

• Account registration and management
• Order processing and fulfillment
• Payment processing and fraud prevention
• Compliance with legal obligations (e.g., export controls, REACH)
• Customer communication and support

13.2 Privacy Policy

Full details of how we collect, use, store, and protect personal data are set out in our separate Privacy Policy, available on the Platform. By using the Platform, the Buyer acknowledges having read and understood the Privacy Policy.

13.3 Confidentiality

Both parties shall treat all non-public information obtained through the business relationship as confidential and shall not disclose it to third parties without prior written consent, except as required by law, regulation, or court order.

14. Force Majeure

14.1 Definition

Force majeure refers to any circumstance beyond TCE's reasonable control that prevents, hinders, or delays the performance of its obligations, in accordance with Article 6:75 of the Dutch Civil Code. Force majeure includes, but is not limited to:

• Natural disasters, epidemics, pandemics, and acts of God
• War, terrorism, civil unrest, and armed conflict
• Government actions, sanctions, embargoes, or regulatory changes
• Strikes, lockouts, and industrial disputes (including at third parties)
• Interruptions to transport, logistics, or supply chains
• Fire, explosion, flooding, or other catastrophic events
• Failure of suppliers, subcontractors, or utility providers
• Cyberattacks, IT failures, or telecommunications disruptions
• Shortage of raw materials or energy

14.2 Effect of Force Majeure

In the event of force majeure, TCE's obligations shall be suspended for the duration of the force majeure event. TCE will notify the Buyer promptly of the occurrence and expected duration of the force majeure event.

14.3 Prolonged Force Majeure

If the force majeure event continues for more than 90 calendar days, either party may terminate the affected Agreement by written notice without liability for damages. TCE shall refund any prepayments for Products not yet delivered.

15. Returns, Refunds and Cancellations

Returns, refunds, and cancellations are governed by our separate Return, Refund & Cancellation Policy, which forms an integral part of these Terms. Key provisions include:

• B2B returns are accepted at TCE's discretion within 7 Working Days of delivery
• Products must be unopened, unused, and in original sealed packaging
• A Return Merchandise Authorization (RMA) number is required for all returns
• A restocking fee of up to 20% may apply to approved B2B returns
• Custom orders and opened chemical products cannot be returned

16. Termination

16.1 Termination for Convenience

Either party may terminate the business relationship at any time by providing 30 calendar days written notice to the other party. Termination does not affect any obligations arising from Orders confirmed prior to the termination date.

16.2 Termination for Cause

TCE may terminate any Agreement and/or the Buyer's account with immediate effect and without court intervention (buitengerechtelijke ontbinding) in accordance with Article 6:265 of the Dutch Civil Code, if:

• The Buyer fails to pay any amount due within 14 days of a written reminder
• The Buyer is declared bankrupt, enters into a moratorium, or is subject to insolvency proceedings
• The Buyer breaches any material provision of these Terms and fails to remedy such breach within 14 days of written notice
• The Buyer uses Products in violation of applicable laws, export controls, or sanctions
• The Buyer provides false or misleading information during registration or ordering
• TCE reasonably suspects fraudulent activity on the Buyer's account

16.3 Consequences of Termination

Upon termination:

• All outstanding invoices become immediately due and payable
• The Buyer's access to the Platform may be suspended or revoked
• The retention of title provisions shall remain in force until all payments have been settled
• Provisions that by their nature are intended to survive termination (including limitation of liability, intellectual property, confidentiality, and dispute resolution) shall survive

17. Dispute Resolution and Governing Law

17.1 Governing Law

These Terms and all Agreements between TCE and the Buyer are governed exclusively by the laws of the Netherlands. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

17.2 Amicable Resolution

The parties shall first attempt to resolve any dispute arising out of or in connection with these Terms through good faith negotiation. Either party may initiate dispute resolution by providing written notice to the other party describing the dispute in reasonable detail.

17.3 Jurisdiction

Party Type	Jurisdiction
B2B Disputes	The competent court in the district of Assen, the Netherlands, shall have exclusive jurisdiction
B2C Disputes (if applicable)	Consumers may bring proceedings in the courts of their EU member state of residence, as provided by EU Regulation 1215/2012

17.4 Online Dispute Resolution

In accordance with EU Regulation 524/2013, consumers may use the European Commission's Online Dispute Resolution (ODR) platform:

https://ec.europa.eu/consumers/odr/

18. General Provisions

18.1 Entire Agreement

These Terms, together with the Order Confirmation, any applicable quotation, the Return Policy, and the Privacy Policy, constitute the entire agreement between the parties and supersede all prior or contemporaneous negotiations, representations, or agreements relating to the subject matter hereof.

18.2 Assignment

The Buyer may not assign or transfer any of its rights or obligations under an Agreement without TCE's prior written consent. TCE may assign its rights and obligations to any affiliate or in connection with a merger, acquisition, or sale of assets.

18.3 Waiver

No failure or delay by TCE in exercising any right, power, or remedy under these Terms shall operate as a waiver of that right, power, or remedy. No single or partial exercise of any right shall preclude any further exercise of the same or any other right.

18.4 Notices

All notices under these Terms must be in writing and sent to the addresses specified in Section 19. Notices are deemed received:

• If sent by email: upon confirmed delivery
• If sent by registered mail: 3 Working Days after posting within the Netherlands; 7 Working Days for international mail

18.5 Language

These Terms are drafted in English. In the event of a discrepancy between any translated version and the English version, the English version shall prevail.

18.6 Third Party Rights

These Terms do not confer any rights on any person or party other than the parties to the Agreement and their permitted successors and assigns.

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