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Terms and conditions RB Biobased Institute BV

Version 2024 onwards.

Chamber of Commerce The Netherlands, number: 20153380

1. Definitions
1.1. Rodenburg: the private limited liability company RB Biobased Institute B.V., trading under the name Rodenburg Biopolymers, having its registered office in Oosterhout NB, the Netherlands, registered with the Chamber of Commerce under number 20153380.
1.2. Customer: any company contracting with Rodenburg and/or intends to contract with Rodenburg.
1.3. The Conditions: these general terms & conditions of RB Biobased Institute B.V.
1.4. Product(s): all goods and/or services that are subject to offering, sale and delivery by or on behalf of Rodenburg.
1.5. Contract: the written and approved sale and purchase agreement between Rodenburg and Costumer signed by a duly authorized representative of Rodenburg.
1.6. Written communication/in writing: communication through but not limited to fax, email, letters and text messages.

2. Applicability and general
2.1. The Conditions govern the offering, sale and delivery of the Product(s) from or on behalf of Rodenburg to Customer and apply to all offers, (sale) agreements and other transactions between Rodenburg and Customer.
2.2. The Conditions apply as defined in article 2.1 except insofar the parties have explicitly agreed to deviate from these terms and conditions in writing.
2.3. The applicability of any general terms and conditions (of purchase) applied by the Customer is hereby explicitly rejected.
2.4. In the event of conflict between the Conditions and provisions specifically agreed to in writing (such as in the Contract), the provisions specifically agreed to in writing shall prevail over the Conditions.
2.5. The current version of the Conditions is available at https://rodenburg.com/terms-and-conditions-rb-biobased-institute-bv-2024/. Rodenburg reserves the right to unilaterally amend the Conditions at any time. Rodenburg will notify Customer of any such amendments by sending the amended Conditions to Customer highlighting the changes and in addition posting them on the aforementioned website. Customer may reject the amended Conditions within 30 days by notice to Rodenburg. If Customer does not reject the amended Conditions within that period, they will take effect upon its expiry. The amended Conditions will take effect on the effective date. The amended Conditions shall apply to all transactions concluded between Customer and Rodenburg after the date of such notification.
2.6. Electronic communication between Rodenburg and Customer shall be effective as originals and shall be considered as Written communication between the parties. The electronic communication system used by Rodenburg will serve as sole proof for the content and the time of delivery and receipt of such electronic communications.

3. Orders, Offers, Contracts and confirmation
3.1. Orders are not binding until accepted by Rodenburg through Written communication. Rodenburg is entitled to refuse an order without indicating the reasons.
3.2. Offers made by Rodenburg can be done by means of separate offers through Written communication and/or in performance of the Contract
3.3. Offers in whatever form are not binding to Rodenburg and merely constitute an invitation to Customer to place an order. Offers issued by Rodenburg are revocable and subject to change without notice.
3.4. All sales and purchases will be confirmed by Rodenburg in order confirmations. This provision shall not affect the right of Rodenburg to prove the establishment of an agreement through Written communication and alternative means.
3.5. Any order from the Customer which deviates from Rodenburg’s offers, are only binding to Rodenburg if Rodenburg has accepted such deviations in writing.
3.6. Due to the use of natural raw materials in Rodenburg’s goods, samples and models shown or provided shall serve as indication only. Samples supplied to Customer in no way imply any express or implied conditions or warranties of any kind, including as to quality, description, merchantability, suitability or fitness for any purpose. Customer shall be deemed to have satisfied itself as to such matters prior to ordering the Products. Commercial practice shall determine whether variations are minor.
3.7. Rodenburg will execute any agreement to the best of its knowledge and ability. The obligations arising from any agreement for Rodenburg only concern best efforts obligations.

4. Prices
4.1. The price of the Products and currency of the Products are set out in de order confirmation. Unless otherwise agreed in writing, Rodenburg’s prices do not include Value Added Tax or any other similar applicable taxes, duties, levies or charges in any jurisdiction levied in relation to the Products or the delivery thereof (“Taxes”). The amount of any Taxes levied in connection with the sale of Products to Customer shall be for Customers account and shall either be added to each invoice or separately invoiced by Rodenburg to Customer.
4.2. Rodenburg is entitled to increase the price of the Products still to be delivered if the cost price determining factors have been subject to an increase, such as (but are not limited to): raw and auxiliary materials, energy, products obtained by Rodenburg from third parties, wages, salaries, social security contributions, governmental charges, freight costs and insurance premiums. Rodenburg shall notify Customer of such increase

5. Payment and Retention of Title
5.1. Rodenburg will invoice Customer on the date of delivery (unless otherwise agreed upon in writing) and also has the right to do so if a situation arises as described in article 7.9. Customer shall pay Rodenburg within the payment term as shown on the invoice. Set-off or retention of payment by the Customer is not allowed, unless Rodenburg confirmed in writing that set-off or retention of payment is allowed by Customer.
5.2. If the price remains unpaid in whole or in part after the agreed payment date, the Customer is in default and Rodenburg shall be entitled – without any further notice – to suspend its obligations under the Contract. Rodenburg is entitled to charge Customer with 1% interest per month until all outstanding amounts are paid in full and all costs and expenses incurred by Rodenburg in connection with debt collection to 15% of the overdue payment(s).
5.3. Any complaints with respect to the invoice must be notified to Rodenburg within 14 days after the date of invoice.
5.4. Rodenburg retains title to all goods delivered and to be delivered by Rodenburg to Customer under any order and/or agreement until the time of payment in full of any claims of Rodenburg against Customer as consideration on whatever account, including Rodenburg’s services, statutory commercial interest and the costs of collection. In other words: Rodenburg has an extended retention of title.
5.5. If the laws of the country of destination of the goods bought by the Customer provides for more drastic possibilities to retain title than referred to in article 5.4, the parties hereby stipulate that those more drastic possibilities have been agreed in favour of Rodenburg, on the understanding that if it is impossible to determine objectively to which more drastic possibilities these rules refer, the provisions of article 5.4 will remain effective.
5.6. The Customer shall be allowed to use the goods delivered subject to Rodenburg’s retention of title in the normal course of its business. Any other use shall be prohibited. In particular, the Customer shall not be entitled to pledge or encumber with any other right the goods delivered subject to the Rodenburg’s retention of title.
5.7. The Customer is obliged to store the goods, the property of which still rests with Rodenburg, clearly separated from other goods, in a proper and safe manner, with a clear indication of the name of Rodenburg.
5.8. The Customer is obliged to properly insure the said properties also for the benefit of Rodenburg and to keep them insured against damages and theft. Customer shall make the insurance policy available for inspection at the first request of Rodenburg. In case of any payment of the insurance company concerning Rodenburg’s goods, Rodenburg is entitled to the tokens.
5.9. Rodenburg is entitled to deduct any amounts it owes to the Customer from any amount that the Customer owes to Rodenburg.

6. Packaging
6.1. Packaging meant for single use is included in Rodenburg’s prices. Unless Rodenburg is obliged to do so by the government or explicitly stated on the invoice, no separate deposit will be charged to the Customer for such packaging.
6.2. Associated costs for, (re) packaging, residual material, costs for destruction on site, or any other costs Rodenburg makes, whether or not deriving from Governmental regulations, will be entirely at the expense of the Customer.
6.3. Packaging which is not intended for single use, such as roll containers, crates, boxes, pallets and the like, remains the property of Rodenburg, even if no deposit is charged to the Customer for this. The risk of damage or loss of packaging rests with the Customer until it has been returned to Rodenburg in good order. The Customer is obliged to return empty packaging to Rodenburg as soon as possible and for Customer’s expenses.
6.4. Empty packages to be returned by the Customer must be sorted in the corresponding crates and boxes. When unsorted crates and boxes are returned, the Customer will be charged a sorting fee.
6.5. Packaging will be taken back at the deposit amount charged by Rodenburg to the Customer. The relevant invoice will be credited or offset after the packaging material has been returned to the warehouse of Rodenburg

7. Transport and delivery
7.1. The most recent version of the ICC Incoterms applies to all Rodenburg’s deliveries. The Incoterms are considered to be part of the Conditions and can be provided to the Customer on request.
7.2. The method of delivery is determined by Rodenburg and is shown on the invoice.
7.3. In case of Ex Works delivery, Rodenburg determines the method of transport of the goods by or on behalf of the Customer. Transport takes place according to the delivery schedule and other indications determined by Rodenburg.
7.4. In case of FOB delivery or CIF delivery, the Customer is obliged to ensure that sufficient loading and unloading options are available at the delivery location, delivery can take place with the shortest possible waiting time, the loading and unloading location is easily accessible and usual means of transport can be used. Load carriers must be placed directly behind the first entrance door to the property or be able to be taken by Rodenburg and/or her carrier.
7.5. The Customer accepts (the receipt of) the delivery by signing Rodenburg’s transport forms.
7.6. A delivery form, consignment note or similar document issued upon the delivery shall be deemed to correctly state the quantity of the delivered goods, unless the Customer objects to this immediately upon delivery of the goods and has noted this on said document.
7.7. Unless stated otherwise any times or dates for delivery by Rodenburg are estimates and shall not be of the essence. Rodenburg is entitled to partial delivery. Each delivery shall stand as a separate agreement (whether or not under the Contract) and any failure to deliver shall have no consequences for other deliveries and/or the correct fulfillment of any agreement and/or the Contract. Rodenburg shall always be entitled to invoice for such partial performances separately.
7.8. Rodenburg shall not be liable for any damages and/or costs due to delay in delivery.
7.9. If the Customer does not accept the delivery within seven days after delivery or, in the case of ex-works delivery, does not collect the goods in the manner stipulated by Rodenburg, then Rodenburg is entitled to charge the extra costs of transport and storage to Customer without any further notice.
7.10. If a situation provided for in article 7.9 arises, and, despite being given a reasonable time by Rodenburg, the Customer still fails later collect the goods or fails to do so in time and/or properly, Rodenburg shall be released from all its obligations. In that case, Rodenburg may offset the refund of the purchase price (if paid) against the storage costs incurred and against any loss of value which the goods have sustained since delivery.
7.11. In accordance with article 21, section 1 of the Regulation (EC) No. 767/2009, the Customer shall waive the statement of the details and the information as referred to in Regulation (EC) No. 767/2009, article 15, subsections c), d), e) and g), and article 16, section 1, subsection b) when the details mentioned in aforementioned articles have not been stated on the accompanying administrative document. As a result these details do not have to be stated on the accompanying administrative document.

8. Acceptance and Complaints
8.1. All goods delivered by Rodenburg are considered to be accepted by the Customer when: (a) Rodenburg has not received a written complaint from the Customer within the period prescribed in article 5.3, or (b) the Customer uses the delivered goods in its production process, processes them in its end products or re-packages them. Acceptance, as meant in this article, means the discharge of Rodenburg of its obligations under any agreement and/or the Contract and in relation to the delivery of the goods, which are the subject of acceptance.
8.2. The Customer shall inspect the delivered quantity of goods and other possible defects visible upon delivery and make the usual reservations on accompanying (transport) documents if necessary. All defects obvious at first sight shall be reported (clearly stating the grounds on which the goods are not accepted) to Rodenburg within 7 days from delivery of the product.
8.3. The Customer shall be deemed to have received the goods and packaging in a good condition, unless the Customer can show otherwise upon delivery.
8.4. Complaints concerning defects that were invisible upon delivery must be filed in writing, with a clear description and within 24 hours after discovery of the defect, but in any case before the Customer uses the delivered goods in his production process, processes them or repackages them.
8.5. No complaints will be accepted when the Customer signed the documents without further reference, or when submitting complaints after the period stated in article 5.3, or the goods delivered by Rodenburg are used for an abnormal purpose for which they are not intended, or the nature and/or composition of the goods is changed by the Customer after delivery, or if the goods are fully or partially damaged by the Customer, re-packaged, or in case the shelf life has expired or if goods have not been stored in the prescribed manner.
8.6. Complaints will be taken into consideration provided that the goods are kept at the disposal of or returned to Rodenburg in accordance with the instructions given by Rodenburg (also see articles 6 and 7).
8.7. Solely Rodenburg determines whether or not delivered products meet the specifications, based on analysis used by Rodenburg with samples and/or records retained by Rodenburg.
8.8. Defects in parts of the goods do not entitle Customer to reject the delivery of all goods. Complaints, if any, do not affect Customer’s obligation to pay as defined in Article 4.

9. Returns and Liability
9.1. Without prior written consent on its part, Rodenburg shall not be obliged to accept returns from the Customer. In the event goods are returned without the prior written consent of Rodenburg, their dispatch and storage after their return shall be at the Customer’s expense and risk.
9.2. Rodenburg only accepts liability for damages due to an attributable failure to perform under the Contract on the condition that the Customer notifies Rodenburg of the default in writing properly and immediately. The notification must state a reasonable period to resolve this failure and must be sent by registered post. The notification must also contain an as detailed description of the failure as possible, allowing Rodenburg to respond satisfactorily.
9.3. Except for gross negligence or willful intent on the part of Rodenburg, the total liability of Rodenburg under the Contract for attributable failure to perform under the Contract or for any other reason is limited to the compensation of the actual direct damages up to a maximum of the agreed price of the specific delivery complained of by the Customer.
9.4. Rodenburg is not liable for indirect damages, including lost savings, lost profits, loss of goodwill and losses resulting from business interruption, even if Rodenburg has been made aware of the possibility of such damages.
9.5. Rodenburg shall not be liable for damages resulting from third-party claims against the Customer under articles 6:185-193 of the Dutch Civil Code if the defect in the goods delivered by Rodenburg cannot reasonably be attributed to Rodenburg or a third party for which it is responsible, especially if the defect did not exist at the time when the goods were transported by Rodenburg or if the defect is due to the Customer’s failure to comply with instructions provided by Rodenburg.
9.6. The Customer shall indemnify Rodenburg against third party claims relating to damages for which Rodenburg is not or should not be liable for under the provisions of the preceding paragraphs of this article.
9.7. Due to the use of natural raw materials, Customer must always try out Rodenburg’s goods on a small scale and await the outcome before proceeding to use these natural products on a large scale. In the event that the Customer does not strictly adhere to the aforementioned obligation, Rodenburg cannot be held liable for the damages as a result of large-scale use.

10. Termination
10.1. Without prejudice to any right or remedy a party shall have against the other party for breach or non-performance of the Contract, each party shall have the right to terminate the Contract with immediate effect: (i) if the other party commits a material breach of the Contract and fails to remedy that breach within 30 days of a written notice giving reasonable particulars of the breach and requiring it to be remedied, or (ii) if the other party becomes or is deemed to be insolvent, discontinues its business, is unable to pay its debts, is the subject of bankruptcy proceedings, enters into liquidation whether compulsory or voluntarily or has a receiver or administrator appointed over all or any part of its assets, enters into any arrangement or agreement, or assignment with, or for the benefit of its creditors, when a third party levies attachment, or any of them.
10.2. Termination under this clause shall be without prejudice to the fulfilment of purchase orders wholly or partially outstanding at the date of such termination, and likewise shall not prejudice or affect any right of action or remedy which shall at such date have accrued to either party under the Contract or shall accrue thereafter to either Party under an order.
10.3. Rodenburg is entitled to terminate the agreement if there are circumstances that are of such nature that it is not possible for Rodenburg to complete the Contract or if there are other circumstances that are of such nature that Rodenburg cannot reasonably be expected to continue its work under the Contract in unaltered form (such as when the Customer rejects the amended Conditions). Upon termination of the Contract, any amount receivable by Rodenburg from the Customer will become immediately due and payable.
10.4. Rodenburg’s entitlement to terminate the agreement also includes the circumstance that the customer did not place any order under the agreement for a contiguous period of one year.

11. Force Majeure
11.1. Rodenburg cannot be held to fulfil any obligation towards the Customer if Rodenburg is hindered in doing so as a result of a circumstance that is not the result of a fault or negligence of Rodenburg and that neither under the law nor pursuant generally accepted principles can be considered to be for the account of Rodenburg. Force majeure in the Conditions includes all causes that come from outside, foreseen or unforeseen, on which Rodenburg does not have any influence, but as a result of which Rodenburg is not able to meet its obligations including but not limited to war, war risk, civil war, terrorism, riots, acts of war, pandemics or epidemics, fire, water damage, extreme weather circumstances such as but not limited to floods and droughts, agricultural diseases, industrial action, factory occupation, exclusion, import and export restrictions, government measures and sanctions, trade boycotts, defects in equipment, breakdowns in power supply. To the extent that Rodenburg has partially met its obligations under the Contract at the time of the force majeure, Rodenburg will be entitled to invoice this part separately to the Customer.
11.2. Rodenburg shall suspend performance of its obligations for the duration of the event of force majeure. If the period, during which the event of force majeure prevents Rodenburg from fulfilling its obligations, continues beyond a period of 30 days, either party shall have the right to terminate the Contract without there being any liability to pay compensation towards the other party

12. Compliance
12.1. The Customer acknowledges that the use of the goods may be subject to requirements or limitations under any law, statute ordinance, rule, code or standard, including, but not limited to, all applicable regulations relating to (i) anti-bribery and anti-corruption and (ii) international trade, such as, but not limited to, embargos, import and export control and sanctioned party lists (“Laws and Standards”). The Customer shall be exclusively responsible for (i) ensuring compliance with all Laws and Standards associated with its intended use of the Products; and (ii) obtaining all necessary approvals, permits or clearances for such use.

13. Intellectual Property
13.1. The intellectual property rights (the ownership of which is) resting with Rodenburg shall remain the property of Rodenburg at all times. The Customer shall not in any way use or refer to the intellectual property rights of Rodenburg or any derivatives thereof, without the prior written consent of Rodenburg
13.2. The sale of goods to the Customer shall not convey any license or right under any intellectual property rights, relating to the compositions and/or applications of the goods, and the Customer expressly assumes all risks of any intellectual property infringement by reason of its importation and/or use of the goods, whether or not in combination with other materials or in any processing operation.
13.3. The Customer forfeits a penalty of EUR 20.000,00 per violation of this article and EUR 5.000,00 per day that the infringement continues with a maximum of EUR 100.000,00 per violation, notwithstanding the right of Rodenburg to claim full damages.
13.4. Rodenburg has not verified the possible existence of third party intellectual property rights, which might be infringed as a consequence of the sale and delivery of the goods and Rodenburg cannot be held liable for any loss or damages in that respect.

14. Final Provisions
14.1. If any provision of the Conditions is or is held to be invalid or unenforceable, then so far as it is invalid or unenforceable it has no effect and is deemed not to be included in these terms and conditions. This shall not invalidate any of the remaining provisions of the Conditions. The parties shall use all reasonable endeavors to replace the invalid or unenforceable provision by a valid provision, the effect of which is as close as possible to the intended effect of the invalid or unenforceable provision.
14.2. Nothing in the Conditions shall create, or be deemed to create, a partnership or joint venture between the parties or constitute one party as the agent of any other party. Neither party shall enter into or have authority to enter into any engagement or make any representation or warranty on behalf of or otherwise bind or oblige the other party hereto.

15. Disputes and Applicable Law
15.1. Any dispute between the Customer and Rodenburg, including the sole recovery of outstanding payments owed by the Customer, shall be exclusively settled by the competent court at Breda of the Rechtbank Zeeland- West-Brabant, the Netherlands.
15.2. These terms and conditions, and the relationship between Rodenburg and the Customer shall be governed by and constructed in accordance with the laws of the Netherlands, exclusively. The application of the Vienna Sales Convention (United Nations Convention on Contracts for the International Sale of Goods) is expressly excluded.