TERMS & CONDITIONS OF SALE AND DELIVERY
Procan International B.V.
Cypresbaan 7
2908 LT Capelle aan den IJssel
The Netherlands
Chamber of Commerce (KvK): 62604112
Establishment number: 000031596657
Version: August 2026
1. General
1.1 These Terms & Conditions of Sale and Delivery (“Terms”) apply to all quotations, offers, order confirmations, agreements, sales, deliveries and services of Procan International B.V. (“Procan”) to its customers (“Customer”).
1.2 Procan manufactures and trades in new machinery, coatings for weld-seam protection, raw materials, spare parts, tooling and other products and services for the metal can-making industry.
1.3 These Terms apply exclusively to business-to-business transactions. Procan does not contract with consumers under these Terms.
1.4 Any general or purchasing conditions of the Customer are expressly rejected, unless expressly accepted by Procan in writing.
1.5 Any deviation from these Terms shall only be valid if expressly agreed in writing by Procan.
1.6 In the event of a conflict between these Terms and a specific written quotation, order confirmation or agreement issued or signed by Procan, the provisions of such quotation, order confirmation or agreement shall prevail.
2. Quotations and Agreements
2.1 All quotations and offers made by Procan are non-binding unless expressly stated otherwise in writing.
2.2 An agreement becomes binding upon written order confirmation by Procan or when Procan commences performance of the order.
2.3 Drawings, illustrations, dimensions, weights, production speeds, capacities, technical specifications and other information supplied by Procan are indicative unless expressly stated to constitute guaranteed specifications.
2.4 Procan reserves the right to make technical modifications or improvements provided that these do not materially impair the agreed essential functionality of the product.
2.5 Changes requested by the Customer after conclusion of the agreement may result in changes to price, specifications and delivery schedule.
3. Prices
3.1 Unless otherwise agreed in writing, all prices are stated in euros and exclude VAT, sales taxes, customs duties, import duties and other governmental charges.
3.2 Transport, insurance, installation, commissioning, accommodation, travel and similar costs are excluded unless expressly included in Procan’s quotation or order confirmation.
3.3 If circumstances beyond Procan’s reasonable control result in substantial increases in costs after conclusion of the agreement, including increases in raw material prices, energy costs, freight costs, exchange rates, taxes, tariffs or governmental charges, Procan may adjust its prices to the extent reasonably necessary and permitted by law.
4. Payment
4.1 Payment shall be made in accordance with the payment schedule specified in Procan’s quotation, invoice or order confirmation.
4.2 Where no specific payment terms have been agreed, invoices shall be payable within thirty (30) days from the invoice date.
4.3 Payments shall be made without deduction, suspension, discount or set-off, except where expressly agreed by Procan in writing or required by mandatory law.
4.4 If the Customer fails to make payment when due, the Customer shall automatically be in default without further notice being required. Procan shall be entitled to statutory commercial interest and reasonable collection costs.
4.5 In the event of overdue payment, Procan may suspend manufacturing, procurement, delivery, installation, commissioning and any other performance until all outstanding amounts have been paid.
4.6 Procan may require advance payment, security or a letter of credit where Procan reasonably considers this necessary.
5. Delivery and Incoterms
5.1 Delivery shall take place in accordance with the Incoterms®️ rule specified in Procan’s quotation or order confirmation. Unless otherwise stated, references to Incoterms®️ mean Incoterms®️ 2020 published by the International Chamber of Commerce.
5.2 If no Incoterms®️ rule has been expressly agreed, delivery shall be EXW (Ex Works), Procan’s designated premises, Incoterms®️ 2020.
5.3 Delivery dates and lead times are estimates unless expressly agreed in writing as binding.
5.4 A delay in delivery shall not automatically entitle the Customer to damages, cancellation or termination of the agreement.
5.5 Procan may make partial deliveries and invoice such deliveries separately.
6. Transfer of Risk and Retention of Title
6.1 Risk of loss of or damage to the goods shall pass to the Customer in accordance with the agreed Incoterms®️ rule.
6.2 Notwithstanding the transfer of risk, title to all goods supplied by Procan shall remain with Procan until all amounts due in respect of the relevant goods and agreement have been paid in full, to the maximum extent permitted by applicable law.
6.3 Until title has passed, the Customer shall properly store and identify the goods and shall not pledge or otherwise encumber them.
6.4 Where permitted by applicable law, Procan shall be entitled to repossess goods subject to retention of title if the Customer fails to fulfil its payment obligations.
7. Installation and Commissioning
7.1 Where Procan performs installation, commissioning, testing, training or technical services at the Customer’s premises, the Customer shall provide all facilities and assistance reasonably required for such work.
7.2 Unless otherwise agreed, the Customer shall provide at its own expense suitable foundations, electricity, compressed air, water, gas, ventilation, extraction systems, network connections, lifting equipment, production materials, qualified personnel and safe access to the installation site.
7.3 The Customer is responsible for ensuring that the site complies with applicable local health, safety and environmental regulations.
7.4 Waiting time, additional work, travel or other costs caused by circumstances attributable to the Customer may be charged separately by Procan.
8. Testing and Acceptance
8.1 If a Factory Acceptance Test (“FAT”) has been agreed, the FAT shall be conducted according to the criteria specified in the applicable quotation, technical specification or agreement.
8.2 If a Site Acceptance Test (“SAT”) has been agreed, it shall be conducted after installation and commissioning under the agreed operating conditions.
8.3 Minor defects or deviations that do not materially prevent the normal operation of the equipment shall not constitute grounds for refusal of acceptance.
8.4 If the Customer fails to attend an agreed FAT or SAT without reasonable cause, Procan may perform the test without the Customer and provide the test results to the Customer.
8.5 Commercial operation of the equipment by the Customer shall constitute acceptance, without prejudice to any properly notified latent defects.
9. Performance and Production Capacity
9.1 Production speeds, output, efficiency, material consumption and other performance figures shall only constitute guarantees where expressly identified as guaranteed values in writing.
9.2 Any agreed performance values are conditional upon the Customer using materials, components, utilities, operators and production conditions that comply with the agreed specifications.
9.3 Procan shall not be responsible for failure to achieve performance levels resulting from materials, components, utilities, operating conditions or other circumstances outside Procan’s reasonable control.
10. Used, Reconditioned or Refurbished Equipment
10.1 Used equipment is supplied in the condition specifically described in Procan’s quotation or order confirmation.
10.2 Normal wear and tear, traces of previous use and age-related characteristics shall not constitute defects.
10.3 Where Procan refurbishes or reconditions equipment, Procan’s obligations are limited to the scope of refurbishment expressly stated in the quotation or order confirmation.
11. Warranty
11.1 Unless otherwise expressly agreed in writing, Procan warrants newly manufactured equipment supplied by Procan against defects in material and workmanship for a period of twelve (12) months from delivery or commissioning, as specified in the applicable quotation or order confirmation.
11.2 Used, refurbished or reconditioned equipment is covered by warranty only to the extent expressly specified in writing by Procan.
11.3 Procan’s warranty obligation shall, at Procan’s discretion, be limited to repair or replacement of the defective product or component.
11.4 The warranty does not cover normal wear and tear, consumables, improper storage, incorrect operation, inadequate maintenance, accidents, unauthorised modifications or repairs, use outside agreed specifications or damage resulting from circumstances beyond Procan’s control.
11.5 Unless expressly agreed otherwise, transport, travel, accommodation and related expenses incurred in connection with warranty work are not included.
12. Inspection and Claims
12.1 The Customer shall inspect delivered goods promptly upon receipt.
12.2 Visible shortages, damage or defects must be reported to Procan in writing without undue delay and, in any event, within ten (10) business days after delivery.
12.3 Latent defects must be reported in writing within ten (10) business days after discovery.
12.4 A claim must contain sufficient information to allow Procan to investigate the alleged defect.
12.5 Submission of a claim does not suspend the Customer’s payment obligations.
13. Coatings, Raw Materials and Consumables
13.1 The Customer is responsible for determining whether coatings, raw materials, chemicals and consumables supplied by Procan are suitable for the Customer’s intended application, production process and end product, unless Procan has expressly guaranteed such suitability in writing.
13.2 Recommendations or technical advice provided by Procan are based on the information available to Procan and do not relieve the Customer from conducting appropriate testing and validation.
13.3 Storage, handling and use shall take place in accordance with the applicable technical and safety documentation and applicable laws and regulations.
14. Intellectual Property
14.1 All intellectual property rights relating to machinery, designs, drawings, software, documentation, calculations, specifications, know-how and other materials developed or supplied by Procan remain vested in Procan or its licensors.
14.2 The Customer may use such materials solely for the operation and maintenance of the products supplied by Procan, unless otherwise agreed in writing.
14.3 The Customer may not reproduce, disclose, reverse engineer or make available Procan’s proprietary information to third parties except where expressly authorised by Procan or required by mandatory law.
15. Liability
15.1 Procan shall only be liable for direct loss resulting from an attributable failure by Procan to perform its contractual obligations.
15.2 To the fullest extent permitted by applicable law, Procan shall not be liable for indirect or consequential loss, including loss of production, loss of profit, loss of revenue, loss of contracts, loss of business, loss of opportunity, loss of goodwill or downtime.
15.3 Except in cases where limitation is prohibited by mandatory law, Procan’s aggregate liability arising from or relating to an agreement shall be limited to the amount invoiced and paid to Procan under the part of the agreement giving rise to the claim.
15.4 Nothing in these Terms excludes or limits liability to the extent such liability cannot lawfully be excluded or limited, including liability resulting from wilful misconduct or deliberate recklessness of Procan’s management where applicable under Dutch law.
16. Force Majeure
16.1 Procan shall not be liable for delay or failure to perform caused by circumstances beyond its reasonable control.
16.2 Such circumstances include, without limitation, natural disasters, fire, flooding, war, terrorism, civil unrest, epidemics, pandemics, governmental measures, sanctions, export or import restrictions, strikes, transport disruption, energy shortages, cyber incidents, shortages of materials or components and failure or delay of suppliers or subcontractors caused by such circumstances.
16.3 During a force majeure event, Procan’s obligations shall be suspended for the duration of the event.
16.4 If the force majeure situation continues for such period that performance can no longer reasonably be expected, Procan may terminate the affected part of the agreement without liability for damages.
17. Export Controls and Sanctions
17.1 The Customer shall comply with all applicable export control, import control, sanctions and trade compliance laws and regulations.
17.2 The Customer shall not sell, export, re-export, transfer or otherwise make available products supplied by Procan where doing so would violate applicable sanctions or export control regulations.
17.3 Procan may suspend or refuse performance where Procan reasonably considers that performance may result in a violation of applicable sanctions, export controls or other trade restrictions.
17.4 Such suspension or refusal shall not constitute a breach by Procan where compliance is reasonably necessary to meet applicable legal requirements.
18. Confidentiality
18.1 Each party shall treat confidential technical, commercial and financial information received from the other party as confidential.
18.2 The Customer shall in particular protect Procan’s drawings, technical specifications, software, pricing, designs and know-how from unauthorised disclosure.
19. Suspension and Termination
19.1 Procan may suspend performance or terminate all or part of an agreement if the Customer materially breaches its obligations and fails to remedy such breach within a reasonable period after notice.
19.2 Procan may suspend or terminate immediately where the Customer becomes insolvent, enters bankruptcy, liquidation or comparable proceedings, or where Procan reasonably determines that the Customer is unlikely to meet its payment obligations.
19.3 Upon termination, all amounts owed to Procan shall become immediately due and payable.
20. Compliance with Local Regulations
20.1 Unless expressly agreed otherwise, the Customer is responsible for ensuring that the installation and use of the products at the Customer’s location comply with local laws, permits and operational requirements.
20.2 Procan shall comply with mandatory requirements applicable to Procan as manufacturer or supplier under applicable European Union and Dutch law.
21. Severability
If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force. The parties shall replace the invalid provision with a valid provision that reflects its purpose as closely as reasonably possible.
22. Governing Law and Jurisdiction
22.1 All quotations, agreements, deliveries and legal relationships between Procan and the Customer shall be governed exclusively by the laws of the Netherlands.
22.2 The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
22.3 Any dispute arising from or relating to an agreement with Procan shall be submitted exclusively to the competent court in the Rotterdam District Court, the Netherlands, unless mandatory law provides otherwise.
23. Amendments
Procan may amend these Terms from time to time. The version applicable to an agreement shall be the version made available to the Customer at or before conclusion of that agreement.
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Procan International B.V.
Cypresbaan 7
2908 LT Capelle aan den IJssel
The Netherlands
Chamber of Commerce (KvK): 62604112