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Article 1 : Definitions
Seller : the private limited company incorporated under Dutch law, Dutch Style B.V.
Buyer : the natural person or legal entity, or their legal successor(s), with whom the Seller enters into an Agreement.
Agreement : the Agreement for the supply of items by the Seller to the Buyer. These general terms and conditions are part of the Agreement.
Article 2 : General provisions
2.1. : The Buyer has read and understood the contents of these general terms and conditions and accepts their applicability to the Agreement.
2.2. : The general terms and conditions apply to the Agreement, its coming into existence, quotations and all other legal acts preceding it and all agreements that are entered into afterwards between the Seller and the Buyer.
2.3. : Any general or other terms and conditions used by the Buyer are hereby explicitly rejected. The Buyer can only invoke any stipulations deviating from or supplementary to these General Terms and Conditions if they have been accepted in writing by the Seller before the agreement in question was entered into.
2.4. : The Seller is entitled to unilaterally change these general terms and conditions.
2.5. : In the event that any stipulation in these general terms and conditions of the Agreement should prove to be invalid or unenforceable, the remainder of the stipulations will retain their full effect. In such a case, the parties will replace the invalid stipulation with a valid stipulation in keeping with the aims and substance of the Agreement, and such, that the new stipulation differs as little as possible from the invalid stipulation.
Article 3 : Conclusion of the Agreement
3.1. : All quotations issued by the Seller are without obligation, unless otherwise explicitly stated in the quotation.
3.2. : The models, illustrations, drawings and dimensions shown, added or announced with the quotations give a general representation of the items on offer. Changes to the construction that cause the actual design to deviate to some extent from the aforementioned models, illustrations, drawings or dimensions but that do not result in any essential change to the technical and aesthetic design of the items do not require the Seller to pay to the Buyer any compensation and do not give the Buyer the right to refuse to accept or pay for the items delivered.
3.3. : An agreement has not been concluded until an order by the Buyer has been confirmed in writing by the Seller, or if this is earlier, as soon as the Seller has started to carry out the Buyers order.
3.4. : The Buyer warrants the accuracy of the address and contact details provided and undertakes to immediately advise of any changes.
Article 4 : Price
4.1. : All prices exclude VAT and any additional costs such as transport. The price to be paid is the price set out in the quotation and/or the order confirmation and on the invoice.
4.2. : The prices of the Seller are based on the wages, non-wage labor costs, social security and other government charges, freight rates, insurance premiums, prices of raw materials, materials, auxiliary materials, exchange rates for foreign currency and all other costs that apply on the quotation date or the contract date respectively. In the event that one or more of these factors should arise, the Seller is authorized to unilaterally increase the price accordingly.
4.3. : In the event that an order from the Buyer is received without a price agreed in advance, this order will be filled independently from any previously made deliveries, and at the Sellers price current on the day the items were ordered by the Buyer, plus any additional costs.
Article 5 : Delivery
5.1. : Delivery shall take place in accordance with the provisions regarding the manner of delivery stated in the most recent version of the Incoterms. Unless explicitly agreed otherwise in writing, the manner of delivery shall be 'Ex Works' Schulpweg 129e (2211 XM) Noordwijkerhout, The Netherlands.
5.2. : Without prejudice to what is stated in Article 5.1 the supply has been completed: a) when the items have been presented by the Seller to the hauler for purposes of transport, if the Seller and the Buyer have agreed that the items will be transported to the address stated by the Buyer, and in all other cases; b) when the Seller has informed the Buyer that the items are ready for transport. In such a case, the Buyer must collect the items within seven (7) days of the aforementioned notification at the address of the Seller and/or at an address given by the Seller, in default of which the Seller shall be authorized to store the items or to have them stored for the account of the Buyer.
5.3. : The items supplied, or to be supplied by the Seller may vary from the Agreement with regard to color, size and quality, and this does not entitle the Buyer to defer any obligation under the Agreement.
5.4. : All lead-times specified by the Seller are indicative.
5.5. : The Buyer carries the risk for the items from the moment that they have been delivered in accordance with Article 5.2.
5.6. : In the event that the Buyer fails to take delivery of the items purchased, the Buyer will be liable for the costs of storage incurred by the Seller, without prejudice to the Sellers right to terminate the Agreement without further notice and to recover from the Buyer any damages suffered.
5.7. : Delay in the delivery - for any reason whatsoever - does not entitle the Buyer to suspend the performance of any obligation vis-à-vis the Seller, to dissolve the agreement, nor does it entitle the Buyer to any compensation.
Article 6 : Force majeure
6.1. : In the event of force majeure, the Seller is authorized, at its discretion, to dissolve the agreement without judicial intervention, or to suspend the time of delivery until the time when the force majeure shall have ceased to exist, without the Buyer being able to claim from the Seller any entitlement to compensation for damages or losses or reimbursement of costs.
6.2. : There is, in any case, a question of force majeure on the part of the Seller if, after the conclusion of the agreement, the Seller is prevented from performing in full and/or in a timely fashion any obligations arising from the said agreement or the preparation thereof as a result of war, war damage, civil war, mobilization, rioting, acts of war, fire, water damage, flooding, strikes, plant occupations, lock-outs, obstructions to import or export, government measures, malfunctions of machinery, breakdowns/interruptions in the supply of power, overdue delivery of the items sold or of raw materials and/or auxiliary materials required for them, all the foregoing either in the company of the Seller or at third parties from which the Seller must procure in full or in part the items and/or the required materials or raw materials, as well as during storage or transport, whether under its own management or otherwise, and furthermore in the event of all other circumstances that are independent of the will of the Seller, even if they were foreseeable at the time when the agreement was concluded.
Article 7 : Payment
7.1. : Unless explicitly agreed otherwise in writing, payment has to be made in Euro's.
7.2. : Unless otherwise agreed, payment must be made at least 5 days before the delivery date.
7.3. : If the term of payment stipulated in Article 7.2 is exceeded, the Buyer is in default by operation of law, in which case the Buyer shall owe the statutory commercial interest stipulated in article 6:119a of the Dutch Civil Code increased by 10 percent on the full amount of the invoice, starting from the date on which the purchase price became due and payable.
7.4. : The Buyer is not authorized to deduct any amount from the purchase price on account of a counterclaim it alleges it has vis-à-vis the Seller or to suspend the payment of a debt to the Seller.
7.5. : In the event that the Buyer is in breach of their obligations to the Seller, the Buyer will be required to compensate in full for all collection expenses, including extrajudicial and legal expenses. The extra-legal and legal expenses to be compensated by the Buyer will be a minimum of 15% of the total of the outstanding amount.
7.6. : Each payment by or on behalf of the Buyer, will first be applied to any expenses, damages and interest owing, with the balance applied to the oldest outstanding debt.
Article 8 : Dissolution
8.1. : The Buyer is regarded as being in default:
- if the Buyer fails to comply in a timely manner with any of the obligations set out in the Agreement;
- if the Seller has good grounds for fearing that the Buyer will fail to meet his obligations, and the Buyer does not comply with a written request to provide an assurance within the reasonable period set out in the reminder, to comply with his obligations;
- the Buyer applies for his own bankruptcy or is declared bankrupt;
- the Buyer has been granted a moratorium of payments;
- in the event of the seizure of all or part of the Buyer's assets, without these having been released within 10 days;
- if the Buyer ceases trading/decides to cease trading or transfers the business or an important part thereof to another person or entity, including the merger of their business into another company to be set up or already in existence, or proceeds with/decides to change the objectives of the business or the dissolution thereof;
- in the event of the death of the Buyer, where the Buyer is a natural person.
8.2. : In the event of a default on the part of the Buyer, the Seller is entitled, without being liable to pay any compensation and without prejudice to any of the Seller's rights, to declare the Agreement annulled either as a whole or in part by advising the Buyer accordingly;
8.3. : Should the Agreement be terminated or dissolved in any way whatsoever, the stipulations relating to dissolution/termination, applicable law and disputes, will continue to apply in full.
Article 9 : Retention of title
9.1. : The Seller will retain title to the items supplied to the Buyer until the Buyer has paid the Seller everything the Buyer owes the Seller in connection with: any existing or future supply of items to the Buyer and the damages that the Buyer owes the Seller for any breaches of Agreements relating to the purchase of items, including interest and other expenses referred to in Article 7.
9.2. : The Buyer holds the items for the Seller from the time of delivery until the time of full payment for the items and is required to store the items with due care, ensuring that the items remain clearly separate, that is to say, clearly recognizable as originating from the Seller.
9.3. : The Buyer must immediately inform the Seller if third parties lay claim to any rights regarding any items delivered by the Seller if the Buyer still owes the Seller any sum of money. In that case the Seller is authorized to remove the items in question from the Buyer, or to have them removed, and to take them back and to store them elsewhere.
9.4. : In the event that the Seller wishes to take back the items, the Buyer shall give access to his offices and/or his business address for that purpose. The Buyer is liable for all costs to be incurred in taking back and storing the items. The Seller is not obliged to deliver the items again until the Seller has been paid in full or until adequate security has been furnished in the matter of the debt(s) to the Seller.
Article 10 : Reporting complaints
10.1. : Any complaints with regard to relevant defects observable at inspection of the items shall be made in writing within 24 hours after the Buyer received the items, on default of which any claim in this respect shall become void.
10.2. : Any complaints with regard to other relevant defects shall be made in writing within 24 hours after their disclosure, however ultimately within 3 months after the delivery, on default of which any claim in this respect shall become void.
Article 11 : Warranty
11.1. : The Seller does not provide any warranty for the items supplied.
Article 12 : Liability
12.1. : The total liability of the Seller for attributable failure to perform his obligations under the Agreement is limited to the payment of directly related damages up to a maximum of the amount of the price agreed in the Agreement (excluding VAT).
12.2. : The Seller's liability for directly related damages, including consequential damages, loss of profits, cost savings foregone and losses resulting from interruptions to operations are excluded, except in the case of gross negligence or intent on the part of the Seller, intent or gross negligence on the part of the Seller's employees or on the part of third parties engaged by the Seller.
Article 13 : Intellectual property rights
13.1. : The Buyer shall neither remove nor alter any of the identifying marks relating to the intellectual property rights of the owner of these rights.
13.2. : The Seller has no influence on where the Buyer sells the items and therefore the Buyer should verify whether he may sell the items in the market he wishes to sell.
13.3. : The Buyer is fully responsible and solely liable for any infringement of intellectual property rights and indemnifies the Seller for all liabilities in this respect.
Article 14 : Compliance with local laws
14.1. : The Buyer is solely responsible to verify whether the items comply with the local laws - including but not limited to - import regulations, health and safety regulations and consumer laws in the country where the Buyer wishes to sell the items. The Buyer is solely responsible for any violation of law and indemnifies the Seller for all liabilities in this respect.
Article 15 : Disputes and applicable law
15.1. : All disputes between the Seller and the Buyer, insofar as this is possible within the provisions of mandatory legal jurisdiction and subject to stipulations to the contrary, will be exclusively put before a competent court in the court district in which the registered office of the Seller is located.
15.2. : The agreement between the Seller and the Buyer is governed by Dutch law. The applicability of the Vienna Sales Convention (United Nations Convention on Contracts for the International Sale of Items) is explicitly excluded.
Copyright 2017 Dutch Style B.V.