1. Definitions and general information
Definitions
1.1. In these terms and conditions, the following definitions will apply:
TwinOxide: TwinOxide International B.V., De Tongelreep 1-17, 5684 PZ, Best, The Netherlands.
Customer: The natural person or legal entity who/which requests or has given instructions to deliver goods, to render services and/or to carry out work.
Goods: All products originating from TwinOxide, including but not limited to all TwinOxide 0,3% products in all available sizes and packaging for various specific volumes.
Agreement(s): All agreements concluded between Customer and TwinOxide consisting of delivering Goods or providing services to Customer, such as the order confirmation provided by TwinOxide, including the possible changes made to these agreements and possible addenda.
General
1.2. TwinOxide can be reached via the contact details provided on the website https://www.twinoxide.com/.
1.3. The VAT number of TwinOxide is NL804938866B01.
1.4. Headings above the articles of these Terms and the hyperlinks in these terms and conditions have been added for convenience purposes only and therefore do not affect the content or interpretation of (any of the provisions of) these terms and conditions.
2. Applicability
2.1. These terms and conditions apply to all orders, Agreements, offers and all other agreements that are the result of requests by Customer to TwinOxide to provide the Customer with Goods and/or services.
2.2. TwinOxide explicitly rejects the applicability of any terms and conditions of the Customer to which Customer may refer in any manner whatsoever, unless if and insofar these terms and conditions have been expressly accepted in writing by TwinOxide. Acceptance of the applicability of the conditions of the Customer by TwinOxide does not imply that those conditions will also tacitly apply to any further Agreement entered into.
2.3. Customer declares that to have had the opportunity to read the contents of these terms and conditions and declares to agree with the applicability of the terms and conditions on the Agreement. The terms and conditions are also applicable on all subsequent orders, Agreements, offers and/or other agreements, resulting in TwinOxide providing Goods and/or services to Customer.
2.4. Where an Agreement deviates from one or more provisions of these terms and conditions, the provisions in the Agreement prevail. In which case the other provisions of these terms and conditions will continue to apply in full.
2.5. TwinOxide reserves the right to change the terms and conditions from time to time. The amended terms and conditions are applicable once they have been made available to Customer.
2.6. If the entity that Customer represents consists of multiple legal entities or companies, all these parties will be jointly and severally liable for the obligations resulting from the Agreement and TwinOxide will be entitled to seek full compliance from each of these parties.
2.7. If any provision of these terms and conditions is null and/or void or is voided, the other provisions of these terms and conditions will remain fully in effect. In this case TwinOxide will determine new provisions to replace the void or voided ones. In doing so, the purpose and meaning of the void or voided provisions will be taken into account as far as possible.
3. Offers and Agreements
3.1. All offers by TwinOxide and provided price lists are without obligation(s). The mere issue of an offer, whether or not including a quotation, budget, cost estimate or similar statement, does thus not oblige TwinOxide to enter into an Agreement with the Customer.
3.2. An Agreement between the Customer and TwinOxide is concluded upon confirmation of an order in writing by TwinOxide. TwinOxide reserves the right to refuse an order.
3.3. All Agreements are concluded under the suspensory condition of availability of the Goods and/or services offered.
3.4. TwinOxide will provide Customer with a written confirmation once the Agreement is concluded.
3.5. An error or mistake with regard to numbers, sizes, weights, type, prices and/or quantity in any offer or order confirmation does not bind TwinOxide.
3.6. The offers of TwinOxide are based on the information and data provided by the Customer. The Customer shall guarantee the accuracy and completeness of the information that it submits to TwinOxide on which TwinOxide bases its offer(s). If the information provided to TwinOxide is changed and therefore inaccurate, the Customer is obliged to immediately provide TwinOxide with the updated information.
3.7. A proforma invoice will be processed only after the full payment is received on the bank account of TwinOxide. A payment slip send by the Customer is not accepted as proof of payment.
3.8. Once accepted and confirmed by TwinOxide, no order may be cancelled or amended by the Customer without the prior written approval of TwinOxide.
3.9. In the event that the Customer requests TwinOxide to prepare an order within 24 hours, the Customer automatically accepts the order confirmation and agrees that the commercial invoice cannot be objected and the order cannot be cancelled or amended, without paying full compensation of the total order value.
3.10. Agreements, commitments and offers formed as a result of the intermediary services of representatives, attorneys-in-fact, distributors and/or sales agents of TwinOxide are only binding in the case TwinOxide has confirmed such agreements with a signature.
4. Price
4.1 The prices referred to in an offer, an order and/or agreement are in euros and the Customer must effect all payments in euro’s. Prices are – unless expressly otherwise indicated – exclusive of VAT (or turnover tax), transport - and other costs of shipment including but not limited to import and export duties, clearance charges, taxes, insurance, documentation and/or any other tax(es) that have been or will be later imposed.
4.2 The prices are inclusive of costs of standard packing, which is in accordance with standard requirements of safe handling and transporting the Goods.
4.3 In the event of an increase in one or more price determinants, such as purchase prices of goods, prices of materials and/or components, wage costs, taxes, currency costs, social insurance contributions, government levies, costs of packing, insurance premiums, and the like, after dispatch of the order confirmation, and/or after formation of the Agreement, but before delivery, TwinOxide may and reserves the right to adjust the prices accordingly.
4.4 The Customer does not have the right to setoff or suspend any payment (related to the Agreement).
4.5 The Customer is obliged to promptly report to TwinOxide any (possible) inaccuracies in the invoices, specifications or payment confirmations.
4.6 TwinOxide is fully and in all cases entitled to change its offers and/or price lists.
5. Payment term
5.1 If no payment terms are included on the order confirmation and/or offer, payment should be made within thirty (30) days from the date of invoice.
5.2 If Customer fails to pay the amounts due, or to pay the amounts due in a timely manner, Customer shall owe TwinOxide an interest payment of one and one-half percent (1.5%) for every month or any part thereof by which the due date is exceeded (or the highest rate permitted by law). If the Customer still fails to pay the amount owed after receiving a demand or notice of default, the Customer shall also be obliged to pay all in-court and out-of-court expenses in addition to the amount due, including without limitation reasonable attorneys’ fees and costs and costs of external experts, incurred by TwinOxide in collecting such overdue amounts or otherwise enforcing TwinOxide’s rights hereunder.
5.3 Payments made by the Customer first serve to settle the outstanding costs and subsequently the due and payable oldest outstanding invoices, even if the client states that the payment relates to a different invoice.
5.4 If the Customer is in default for the settlement of any Agreement with TwinOxide, TwinOxide at all times has the right to require adequate security from the Customer to meet its payment obligations before TwinOxide delivers the Goods and/or provides its services.
6. Delivery
6.1 All (delivery) periods and (delivery) dates agreed to or specified by TwinOxide shall be established to TwinOxide’s best knowledge on the basis of the information available at the time of entering into the Agreement. Unless otherwise agreed, the (interim) period and dates referred to are not firm deadlines, so will never be binding and/or final. TwinOxide will not be in default by the mere excess of a stated or agreed (delivery) term and/or date. Upon exceeding of any term TwinOxide will deliver the Goods to the Customer as soon as possible.
6.2 TwinOxide shall not be bound by a (delivery) period or (delivery) date, final or otherwise, that can no longer be achieved as a result of circumstances outside of TwinOxide’s control that occurred after the date on which the Agreement was concluded. TwinOxide shall also not be bound by a (delivery) date or (delivery) period, final or otherwise, if the Parties have agreed on a change to the content or scope of the Agreement (additional work, change in specifications, volume etc.).
General: Ex Works delivery
6.3 The delivery condition "EXW" (Ex Works) shall apply on all deliveries of the Goods unless otherwise agreed to in writing by TwinOxide. The place of delivery of the Goods is as specified in the order confirmation. If Goods are not delivered in accordance with the order confirmation, TwinOxide is not liable for any additional expense the transporter incurs in handling and delivering the Goods at the correct destination. The terms of delivery shall be interpreted in accordance with INCOTERMS® 2020, and more specifically the EXW responsibilities, meaning TwinOxide fulfilled all its obligations when the Goods are made available to the Customer, and TwinOxide is not responsible nor liable for loading the Goods and/or the transportation of the Goods.
6.4 Customer shall arrange a seaworthy stowage with own expenses for a sea freight in case Customer order a full container. This is for the safety of the Goods during transport. In case of Customer choose not to arrange a seaworthy stowage and the Goods are delivered incorrectly and/or in bad condition, Customer takes a full responsibility for the possible damage of the Goods and TwinOxide gives no warranty to Customer.
In case of mutually agreed for different delivery arrangement
6.5 Only in case TwinOxide agrees to different delivery conditions in writing, the EXW arrangement will not apply. In which case all Goods shall be transported at the Customers expense and risks unless this is explicitly agreed upon between the Parties otherwise and/or the freight costs and all other related costs are included in the price.
6.6 Article 6.4 shall always be valid even in case of Article 6.5.
6.7 If another delivery condition is agreed upon and if TwinOxide provides additional service, and mediates between parties for the delivery of the Goods, administration costs will be charged to the Customer.
6.8 The signed delivery documents by the transporter is proof that the goods were in good condition, unless the contrary is shown in the consignment note. If goods are incorrectly delivered, TwinOxide is not liable for any additional expenses the transporter incurs in handling and for providing the goods in a correct manner.
6.9 If the Customer declines the receipt of the goods and/or refuses to receive the Goods delivered to it correctly, the resulting freights costs, storage expenses and other possible losses and costs shall be at the Customer’s expense.
7. Use
7.1 TwinOxide, or any representative(s), authorized distributor and/or sales agent(s) appointed by TwinOxide, provide the Customer with all necessary information for the use and safe storage of the hazardous materials and/or dangerous goods, including but not limited to Safety Data Sheets.
7.2 The Customer declares that it is aware of the hazardous substances or materials and/or dangerous character of the Goods and that TwinOxide explicitly mentioned and notified Customer of the hazardous substance or materials and/or dangerous character of the Goods and of all responsibilities of Customer in this respect.
7.3 The Customer is responsible for its own safe use, transportation and/or safe storage of the Goods after transfer of ownership.
7.4 The Customer agrees to comply with all implicit, explicit, written and/or orally (safety) instructions, given by TwinOxide relating to the use, storage and/or transport of the Goods and will not misuse the Goods in any manner.
7.5 Any representative(s), authorized distributor and/or sales agent(s) being TwinOxide’s Customer, is explicitly obliged to provide its own customer(s) with all information and documents provided by TwinOxide in this respect, to ensure their own customer(s) is/are aware of the materials and character of the Goods, and is also aware of all requirements for safe transportation, storage and use of the Goods.
7.6 Customer may not, without consent of TwinOxide, present itself as an intermediary or representative of TwinOxide or create the appearance that he acts for and/or on behalf of TwinOxide, which may cause confusion to the public, for example, by incorporating (parts of) the corporate design and/or (trade)marks used by TwinOxide.
8. Storage Conditions
8.1 Keep the Goods sealed in the original container in a cool, well and duly ventilated place with a temperature range of 15 - 25 °C, and a humidity range of 40 - 60 %. Containers which are opened should be used in full and not be re-stored. Keep the Goods upright to prevent leakage. Protect from moisture. Protect from heat and direct sunlight.
8.2 The hazardous materials/dangerous goods must be stored in a safe distance from other (non-) hazardous materials/dangerous goods.
8.3 The maximum stack level per packaging is:
1, 5 liter maximum 3 layers of full TwinOxide UN cartons
10, 25 liter maximum 4 layers of full TwinOxide UN cartons
50, 100 liter maximum 4 layers of full TwinOxide UN cartons
200, 500 liter maximum 4 layers of TwinOxide UN pails
1000 liter maximum 2 layers of TwinOxide UN pails
9. Quality
9.1 The Goods will comply with the applicable Dutch safety standards, shall be delivered free from defects in material and in accordance with any mutually agreed specifications. The Goods also include descriptions and other information and/or instructions specified or disclosed to the Customer to meet the requirements in this respect.
10. Warranties
10.1 The warranty for Goods shall expire (18) eighteen months after the date of invoice of the Goods. After the expiration of this period, TwinOxide shall no longer accept any warranty claim(s) and all obligations for warranty shall terminate. TwinOxide only guarantees the warranty of the Goods, in case the Goods are still in sealed and unopened condition and have been solely stored and used in accordance with the (implicit or explicit) instructions of TwinOxide, in which case the Goods continue to meet the requirements up to a maximum of three (3) years for 1 and 5 liter packaging, and five (5) years for 10 and 1.000 liter packaging.
10.2 Any warranties or claims, expressed or implied, by TwinOxide for its Goods are valid only if they are sold directly to the Customer by TwinOxide.
10.3 Proof of purchase must be available for inspection by TwinOxide. TwinOxide will be allowed to examine the defects claimed by the Customer by appropriate means. The Customer shall not obstruct people authorised by TwinOxide for verifying the possible non-conformance.
10.4 In case that defect occurs within the warranty period, all containers and packaging material must be kept available for inspection. Upon TwinOxide’s request, photos, damage reports and/or other proof of material must be provided.
10.5 In case TwinOxide does not establish any user errors and if the (safety) regulations, manual and instructions of TwinOxide have been complied with, at its own and sole discretion TwinOxide will either repair or replace the Goods at its own expense or repay the invoice amount. In the event of replacement, the replaced Good will be warranted for the remainder of the original warranty period.
10.6 TwinOxide reserves the right to repair the (investigated) damaged product c.q. Goods before replacement or credit is determined. Warranty repair, replacement or re-performance by TwinOxide shall not extend or renew the applicable warranty period.
10.7 If the safe storage, as mentioned at Article 8, and use, as mentioned in Article 7, is not fully and/or accurately met by the Customer, and/or if the goods have been used for a purpose not intended by TwinOxide, no (valid) warranty can be claimed.
10.8 If the Customer does not pay the amount invoiced by TwinOxide within the term of payment in full, the warranties of TwinOxide will lapse immediately. If the term of payment is expired, no warranty can be claimed.
10.9 This warranty will only cover Goods, materials and components which have been demonstrable manufactured by TwinOxide. This warranty is not a consumer or final users warranty and does not extend to anyone other than those Customer who directly purchases from TwinOxide.
10.10 This warranty will not cover any loss, personal injury, and/or damage in property caused by the installation, storage, use, operation and maintenance of Goods by Customer and/or third parties, and any damages or defects that result from fortuitous facts and force majeure. The warranty will also not cover any defects in the Goods that result from storage or use made by the Customer and/or third parties, and/or in case the Goods are modified by the Customer or by a non-authorised person by TwinOxide and/or in case Goods are modified without following the instructions of TwinOxide.
11. Complaints
11.1 All complaints, in particular notifications of defects, that are discernible during the usual examinations, must be received by TwinOxide immediately, and at the latest within 10 days upon receipt of goods (for hidden defects, immediately, and at the latest within 10 days from the date of discovery), in writing, specifying the type and extent of the alleged defect. If the Customer does not notify TwinOxide of the defect and/or make the complaint in the agreed written form in a timely manner, the Goods shall be deemed to be free from defects, with regard to the lack of complaint or defect notification in the proper way and within the agreed timely manner.
11.2 Complaints will not be considered, nor accepted if the nature of the Goods are changed by or in connection with acts or omissions on the part of the Customer and/or any third parties engaged by the Customer, or in the event that the Goods are damaged, either wholly or in part, or show a defect resulting from abnormal use or an intentional act, recklessness or failure to observe certain (safety) regulations, manual and instructions of TwinOxide or a defect resulting from abnormal working conditions or incompetent use.
11.3 The Goods can only be returned to TwinOxide if TwinOxide has consented to such return, the costs and/or the manner of shipment in writing.
11.4 A complaint does not discharge the Customer from the agreed payment obligations.
12. Liability
12.1 TwinOxide shall only be liable to Customer for direct damages that is the direct consequence of a failure to comply with obligations under the Agreement, which can be attributed to TwinOxide and if and insofar as the damages result from TwinOxide’s gross negligence and intent.
12.2 TwinOxide is not liable for loss or damage caused by inaccuracies in advice and/or data provided by TwinOxide related to the Goods to be delivered, except in case of gross negligence or intent.
12.3 TwinOxide is not liable for any consequential damages, such as loss of profits and other indirect damages.
12.4 The possible liability of TwinOxide is limited to the compensation of direct damages or losses insofar the liability it is covered by TwinOxide’s liability insurance, which compensation will be limited to the amount paid by the insurer.
12.5 If TwinOxide’s liability insurance does not cover the damages and/or the insurer did not pay the compensation of damages, TwinOxide’s liability is in all cases limited to the maximum amount invoiced by TwinOxide.
12.6 TwinOxide cannot be held liable to pay any damages, in case the Customer is in default with respect to fulfilling any obligation towards TwinOxide.
12.7 TwinOxide will not be liable in anyway if the supplied Goods differ, in whatever respect, from the pictures, drawings and/or sketches, shown in brochures or printed matter of TwinOxide or otherwise, nor will TwinOxide be liable or under any obligation in respect of any specifications and other details shown therein or therewith.
12.8 The Customer indemnifies TwinOxide, its affiliates, subsidiaries and its staff, against any third-party claims and costs including the reasonable costs of legal assistance, which in any way whatsoever relate to or arise from the sale, use and delivery of Goods by TwinOxide, except in the event of wilful intent and gross negligence on TwinOxide’s part.
13. Compliance and termination
13.1 Customer shall comply with all applicable laws and regulations, which may vary from case to case including but not limited to the use, storage and/or the transportation of hazardous materials/dangerous goods, and in- and export of the Goods.
13.2 Some applications and/or use of the Goods may be regulated and/or restricted by national and/or international regulations, legislation and/or standards. The Customer and its potential users, in sole and entire liability, shall respect those laws, standards and regulations, orders of relevant authorities, and/or all existing intellectual property rights and shall thus apply with all legislation and regulations applicable to our Goods and to the Customer’s activities. The Customer itself must determine whether the Goods are suitability for any particular purpose and/or manner of use and comply with all applicable regulations and legislation.
13.3 TwinOxide may terminate the order and/or suspend delivery if any (governmental) authority imposes antidumping or countervailing duties or any other penalties on the Goods.
13.4 TwinOxide has the right to terminate the Agreement if, at any time and with immediate effect, the Customer files in any court or agency a petition in bankruptcy or insolvency or if a petition in bankruptcy or insolvency is filed, and in case the company of the Customer is terminated, unless there is a reconstruction of the company or in case companies are merged.
14. Privacy Statement
14.1. Our Privacy Statement applies to the processing of personal data. It is available on our website and can be provided upon request.
15. Force Majeure
15.1. TwinOxide has the right to withhold performance of its obligations if and to the extent it is temporarily prevented from fulfilling its contractual obligations to the Customer due to a non-attributable shortcoming. In particular, the delivery periods/dates shall be extended by the duration of the respective non-attributable shortcoming and a reasonable lead time. Any party affected by such event shall forthwith inform the other party of the same in writing and shall use all reasonable endeavours to comply with the terms of this Agreement.
15.2. The term “non-attributable shortcoming” shall include any events which are unforeseeable upon conclusion of the Agreement and unavoidable in spite of reasonable care applied in accordance with the individual circumstances. Such events shall include, without limitation, acts of God, flood, fire, earthquake, a pandemic, explosion, governmental actions and measures, blockades, war, civil unrest, lack of raw materials, invasion or hostilities (whether war is declared or not), terrorist threats or acts. It shall also include lockouts, strikes, acts of trade unions or other labour disputes (whether or not relating to either party's workforce) and “technical” operational breakdown. In particular, it shall include import and export prohibitions, transport problems and material defects and also cases in which third parties to deliver to TwinOxide do not (timely) meet their obligations, due to the (lack of) items or raw materials to be supplied, energy crisis, seizure of stock/equipment, stagnation or restriction or discontinuation of public utilities supplies, influence of the weather, earthquakes, power outage, roadblocks, strikes or work stoppages and import or trade restrictions.
15.3. If a non-attributable shortcoming leads to a delay in performance of more than three months, the Parties may rescind the Agreement. If, due to the non-attributable shortcoming, delivery becomes impossible or unreasonable, without TwinOxide being responsible, TwinOxide shall be entitled to rescind the Agreement in whole or in part with respect to the portion of the Agreement not yet fulfilled. In such case, for the avoidance of doubt, the Customer shall not be entitled to any damage claims or other type of compensation against TwinOxide. Any statutory rights of rescission shall not be affected thereby.
16. Retention of title and IP Rights
16.1. TwinOxide will explicitly and exclusively, now and in the future, retain all title to all intellectual property rights relating to services, information and/or Goods originating from TwinOxide or developed and/or used by TwinOxide, such as the water disinfection system, its formula, the appropriate components, computer programmes, designs, pictures, photographs, working methods, patterns, recommendations, models, drawings, printed matter(s), brochures, websites, catalogues, reports, schedules, samples, budgets, and the like, all irrespective of the share of representatives, sales agents, distributors or any third parties, including TwinOxide’s own members of staff, in the creation thereof. Exercising these rights – publication, transfer, reproduction, distribution, which includes the granting of the use of information, all this in the broadest sense – will be explicitly and exclusively reserved to TwinOxide both during and after execution of the Agreement.
16.2. Customer hereby assigns to TwinOxide all possible current and future intellectual property rights created and/or arising out or relating to the Agreement and/or Products of TwinOxide. In addition, Customer undertakes to perform all acts upon TwinOxide’s first request that may be additionally necessary to finalise the assignment.
16.3. TwinOxide is the trade mark proprietor of various registered TwinOxide trademarks in various jurisdictions. It is therefore not allowed to alter the Goods, including but not limited to its composition, and to re-pack and/or re-label and/or re-mark the (slightly) altered and/or changed Goods with the TwinOxide trademarks, since it will result in legitimate reasons for TwinOxide to oppose further sale of the (altered and/or changed) Goods and thus in trademark infringement. No (trademark) license is granted when purchasing the Goods of TwinOxide.
17. Disputes and Applicable Law
17.1. Only Dutch law will apply to all offers, quotations, accepted orders, assignments, arrangements, agreements and the execution thereof, unless the Parties have agreed otherwise explicitly in writing.
17.2. Parties agree to have any dispute between the Parties to be submitted exclusively to the competent court in Oost-Brabant (the Netherlands), location ’s-Hertogenbosch (the Netherlands).
17.3. These terms and conditions have been filed by TwinOxide International B.V. with the Chamber of Commerce in Eindhoven.
© 2025 TwinOxide International B.V. Best – NL
