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Seller: Koninklijke Talens BV in Apeldoorn, also trading under the name ‘Royal Talens’, registered in the Chamber of Commerce under number KvK 08006261 and all Royal Talens’ affiliated enterprises;
Buyer: a counterparty of the Seller;
Agreement: the agreement between the Seller and the Buyer, among others concerning the delivery of products by the Seller;
Quotation: any offer or quotation by the Seller to the Buyer for, among other, the delivery of products;
Product / Products: each product or all products, each part of or parts of products, offered, sold and/or delivered by the Seller to the Buyer, or that the Seller has offered, sold and/or delivered to the Buyer.
12.1. In case of an overdue, faulty or defective delivery or any defects to the Products delivered by the Seller, the Seller is not liable in any way for the damage caused by this, except if this is due to intent or wilful recklessness of the Seller personally or by the Seller’s management employees. The Seller’s liability is in all cases limited to the guarantee obligations defined in article 11.1 of the General Terms and Conditions. The Seller is never liable for indirect damage to the Buyer, including, but not limited to, consequential or collateral damage, such as loss of profits or interest or immaterial damage.
12.2. Without prejudice to the stipulations in article 12.1, in case of an overdue, faulty or defective delivery or any defects to the Products delivered by the Seller, the Seller is not liable in any way for the damage caused by this, if this was caused by the Seller’s employees, auxiliary agents engaged by the Seller, or by companies belonging to the same group company as the Seller.
12.3. Any claim by the Buyer from this article 12 shall expire one year after the date on which the Buyer suffers the damage, or, as the case may be, the damaging events commenced.
12.4. Without prejudice to the stipulations in paragraphs 12.1 up to and including 12.3, the Seller’s liability is limited to the damage for which the Seller is covered by the insurance taken out by or on behalf of the Seller, but this shall never be more than the amount paid out by the insurance in the relevant case. If the Seller’s insurer – for whatever reason – does not pay out the insurance benefits or if the relevant insurance of the Seller does not provide coverage, the Seller’s liability shall be limited to a maximum amount for each event of 15% of the invoice amount (excluding VAT) charged by the Seller to the Buyer under the Agreement concerned. If the Agreement concerns parts or partial deliveries, the Seller’s obligation to pay damage compensation is limited to no more than 15% (excluding VAT) of the order amount for that part or partial delivery.
12.5. Without prejudice to the stipulations in this article 12, the Seller is not liable for any damage caused by:
(a) The unsuitability of the Products and/or Services for a specific purpose or an unusual, inexpert or improper use or storage of the Products;
(b) Products that have been resold, processed or packaged, altered and/or adapted in whatever manner;
(c) Contravention of any instructions for the use of the Products issued by the Seller or by any third parties.
12.6. The Buyer indemnifies the Seller, his employees and those parties involved in the execution of the Agreement against all claims by third parties, whatever the reason and/or the basis of such claims, that are in any way connected to the Agreement and the execution thereof. The Buyer shall make full restitution of any damage or costs suffered by the Seller or by third parties engaged by the Seller that are connected to liability, if and to the extent that this damage is not to the account of the Seller under this Agreement.