General Terms and Conditions

Definitions and Legal Terms

  1. Relix Trading B.V.: Relix Trading B.V. (“Company,” “we,” “us,” “our“), established at Doornenburg 164, 2402KJ Alphen aan den Rijn, Netherlands under Chamber of Commerce number 42053990. You can contact us by email at admin@relixtrading.com.
  2. Supplier: A company from whom Relix Trading B.V. purchases products or services.
  3. Customer: The other party (“you”) with whom Relix Trading B.V. has entered into an agreement to sell products or services.
  4. Parties: Relix Trading B.V. and the Customer or Supplier together.
  5. Agreement to Terms: You agree that by accessing/ purchasing our products and services, you have read, understood, and agreed to be bound by all of these Legal Terms. IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING OUR PRODUCTS AND SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Legal Terms by your continued use after the date such revised Legal Terms are posted. We recommend that you print a copy of these Legal Terms for your records.
  6. B2B Operation: Relix Trading B.V. does not do business with consumers. These conditions are therefore strictly business-to-business (B2B).

Applicability of delivery conditions

  1. These terms apply to all activities, orders, agreements and deliveries of services or products by or on behalf of Relix Trading B.V.
  2. Deviations are only valid if expressly agreed upon in writing.
  3. Additional and/or deviating general and/or delivery conditions of the customer or third parties are explicitly excluded.

Sanctions Compliance

  1. Relix Trading B.V. does not directly or indirectly supply goods or services to any country, entity, or person subject to applicable sanctions regimes, including those imposed by the UN, EU, or OFAC.
  2. The customer warrants that it, its beneficial owners, and its agents are not subject to any sanctions programme, and shall notify Relix Trading B.V. immediately upon becoming aware of any relevant change in circumstance.
  3. Relix Trading B.V. may suspend or terminate any agreement with immediate effect and without liability if continued performance would, in its reasonable opinion, result in a sanctions violation. The customer shall indemnify Relix Trading B.V. against any loss, fine, or penalty arising from a breach of this clause.

Regulatory Compliance and Local Restrictions

  1. The customer is solely responsible for verifying and ensuring that the products purchased from Relix Trading B.V. comply fully with all local laws, regulations, standards, and technical specifications of the country or jurisdiction into which they intend to import, export, resell, distribute, or utilize the products.
  2. Relix Trading B.V. makes no warranties, express or implied, regarding the compliance of its products with the regulatory frameworks of any country outside of the Netherlands.
  3. Any failure by the customer to secure necessary permits, registrations, or regulatory approvals shall not constitute a ground for cancellation, dissolution, or modification of the agreement, nor shall it exempt the customer from its payment obligations.
  4. The customer shall fully indemnify and hold Relix Trading B.V. harmless from and against any claims, losses, fines, penalties, or liabilities arising from the distribution or sale of products in non-compliance with local laws.

Industrial and Intellectual Property Rights and Other Legal Requirements

  1. The Supplier guarantees that any use of the delivered goods does not infringe any and all word and figurative trademark rights, copyrights, design rights, or any other industrial or intellectual property rights of third parties (hereinafter also called: IP right holders) or any other rights of third parties.
  2. The Supplier guarantees that the delivered goods are not counterfeit goods, pirated goods, nor can otherwise be considered fake goods, and/or stolen goods, implying that the goods are produced by, under licence of, or otherwise produced with sufficient permission of the proprietor(s) of all intellectual property rights used in or on the goods, including the packaging thereof.
  3. In the event of procurement by the Company of goods to be sold in the European Economic Area (EEA), the Supplier guarantees that the delivered goods have been brought to the market by the IP right holder itself, or with its permission, on the T2 or e-AD status. This warranty also applies in the event that the Supplier did not buy the goods from the IP right holder itself. The Supplier guarantees that the delivered goods meet all requirements including – but not limited to – labelling requirements and are fit and suitable for sale and subsequent trade in the EEA. Upon first request, the Supplier shall provide the Company with any and all information relating to the suppliers and any previous holders of the goods sold to the Company accompanied by (unredacted) underlying documents including – but not limited to – full contact details of its suppliers, other relevant details regarding the goods and the previous supply chain and origin of the goods including copies of all relevant underlying document of the Supplier and its own suppliers including any logistics service providers instructed by the Supplier or its suppliers, invoices and correspondence.
  4. The Supplier shall fully indemnify, defend, and hold harmless the Company from and against any and all claims, demands, actions, losses, damages, liabilities, costs, and expenses (including, without limitation, reasonable legal fees, court costs, and settlement amounts) arising out of or relating to any actual or alleged infringement of any industrial or intellectual property rights of third parties by the goods delivered by the Supplier.

Consequences of not paying on time

  1. Unless agreed otherwise, payment shall be made in euros, without any deduction, compensation or discount.
  2. Statutory commercial interest of 3% per month applies in case of late payment.
  3. In case of default, the extrajudicial collection costs are due in accordance with the provisions of the Dutch Extrajudicial Collection Costs Standardisation Act (Wet normering buitengerechtelijke incassokosten). Application of the UN Convention on Contracts on the International Sale of Goods (CISG / Weens Koopverdrag) is excluded.
  4. Collection costs are calculated in accordance with “Besluit vergoeding voor buitengerechtelijke incassokosten”.
  5. Obligations of Relix Trading B.V. are suspended until payment is fulfilled.
  6. In case of liquidation, bankruptcy, or suspension of payment, all claims are immediately due.

Right of recovery (“Recht van reclame”)

  1. Relix Trading B.V. may reclaim unpaid products upon default.
  2. Reclamation is made via written or electronic notice.
  3. Customer must return the goods immediately unless agreed otherwise.
  4. Return costs are borne by the customer.

Right of suspension

Customer waives the right to suspend obligations arising from this agreement.

Packaging and shipping

  1. Customer must report damage upon receipt.
  2. Customer must report visible damage before own transport.

Storage

  1. Delayed receipt risks are on the customer.
  2. Additional storage costs are borne by the customer.

Guarantee

  1. Only defects from manufacturing or material are covered.
  2. No warranty for normal wear, misuse or undetermined causes.
  3. Risk transfers to customer upon delivery.

Disclaimer

Customer indemnifies Relix Trading B.V. from third-party claims related to products/services.

Complaints

  1. Products/services must be inspected promptly.
  2. Defects must be reported within 1 month from when they are received.
  3. Detailed description of defects and corresponding photographic evidence (images) are required.
  4. Proof of agreement needed.
  5. Ongoing work complaints do not alter agreed work scope.

Notice of default

  1. Must be issued in writing.
  2. Customer bears responsibility for correct delivery of notice.

Joint and several liability

Multiple customers are jointly liable for full payment.

Liability

  1. Liability only in case of intent or gross negligence.
  2. Limited to direct damage.
  3. No liability for indirect damage.
  4. Maximum liability equals the invoice amount or insurance payout.
  5. Visual materials are indicative and non-binding.

Expiry period

All claims expire 12 months after the event, subject to Section 6:89 BW.

Right to dissolution – by court only

  1. Dissolution only possible if obligations are not met and justified.
  2. Requires formal default.
  3. Relix Trading B.V. may dissolve if justified concerns exist.

Right of retention

  1. Relix Trading B.V. may retain goods until all payments are made.
  2. This right also applies to earlier unpaid agreements.
  3. Relix Trading B.V. is not liable for damages caused by exercising this right.

Settlement

Customer waives any right to offset claims against Relix Trading B.V.

Retention of title

  1. Relix Trading B.V. retains ownership until full payment.
  2. Goods can be reclaimed under retention of title.
  3. Customer may not pledge, sell or encumber products prior to transfer of ownership.
  4. In case of retention invocation, the agreement is deemed dissolved.

Collection of the goods

  1. Collection is subject to availability.
  2. Relix Trading B.V. sells strictly under EXW (Ex Works) Netherlands according to Incoterms® 2020 rules. The designated place of collection is the warehouse facility of Relix Trading B.V.'s logistics partner, Chain Logistics in Uden, Netherlands, unless explicitly agreed otherwise in writing.
  3. All open balances must be paid to Relix Trading B.V. prior to collection or the transferring of the ownership of the goods to the customer, unless a credit or payment term has been explicitly agreed upon in writing.
  4. If the customer fails to collect the goods within 14 calendar days after being notified of their availability, Relix Trading B.V. reserves the right to charge warehousing costs, handling fees, and insurance penalties at the customer's expense, or dissolve the agreement entirely without losing its right to full payment.
  5. Relix Trading B.V. may suspend the collection and release of goods upon non-payment.
  6. Creditor default applies in case of late payment or failure to collect.

Collection timeline

  1. All lead times and timeline estimations provided by Relix Trading B.V. are strictly indicative, non-binding, and subject to change at any time.
  2. The collection timeline or availability window starts upon written or electronic confirmation by Relix Trading B.V.
  3. Any delay in lead times or release dates shall not entitle the customer to any compensation, indemnity, or the right to dissolve the agreement, unless explicitly agreed otherwise in writing.

Actual delivery

Customer must ensure actual delivery is possible, unless explicitly agreed otherwise in writing.

Delivery and transfer of risk

Risk passes to the customer upon delivery of the goods, in accordance with agreed delivery INCO- terms, unless explicitly agreed otherwise in writing.

Transportation costs

Transportation costs are borne by the customer unless explicitly agreed otherwise in writing.

No right to dissolve – unless court decides

Customer waives dissolution rights except by court ruling.

Force majeure

  1. Independent circumstances preventing obligations are considered force majeure.
  2. Includes war, natural disasters, IT failures, government actions, etc.
  3. Obligations suspended during force majeure.
  4. After 30 days, either party may dissolve the agreement.
  5. No compensation owed during force majeure.

Change of terms

  1. Relix Trading B.V. may modify these terms.
  2. Minor changes anytime; major ones discussed.

Transfer of rights

  1. Customer rights are non-transferable without written consent.
  2. Clause is enforceable under property law (Art. 3:83(2) BW).

Nullity or voidability

  1. Invalid terms do not affect other terms.
  2. Invalid provisions will be replaced by intended alternatives.

Applicable law and jurisdiction

  1. Dutch law applies exclusively.
  2. Dutch court in the district of The Hague has exclusive jurisdiction.

Effective date

These terms have been in effect since May 20, 2026.

English translation disclaimer

This is a translation. The Dutch version prevails in case of discrepancies.