Schreuders Sport Conditions

General Conditions of Sale and Delivery of Schreuders Sport International B.V. in Leerdam


Article 1. Definition
In these General Conditions of Sale and Delivery the following definitions will apply:

Seller Schreuders Sport International B.V;
Buyer the party other than Seller in an Agreement as stipulated in Article 2.1 of these General Conditions of Sale and Delivery;
Business Days all calendar days with the exception of Saturdays, Sundays, January 1st, Easter Monday, Ascension Day, Whit Monday, Christmas Day and Boxing Day, the days that have been or will be proclaimed by the Dutch Authorities as national holidays, and the day when the King's Birthday is officially celebrated;
Agreement any agreement regarding goods, as formed between Seller and Buyer, any supplement thereto and/or change therein, and all (legal) acts in the preamble or execution thereof including offers by Seller and requests by Buyer;
Amounts all amounts and/or prices are net, in Euros, and exclusive of Value Added Tax, unless specified otherwise;
CPT (Carriage Paid To, Incoterms 2010) Seller pays for the transport of the purchased goods to the destination designated by Buyer (one central address). Buyer is liable for (the risk of) loss of, or damage to the goods and any extra costs incurred therewith after the goods have been handed over to the (first) carrier;
FCA (Free Carrier, Incoterms 2010) Buyer pays for the transport of the purchased goods from Seller's business premises to the destination designated by Buyer. Seller is responsible for the delivery of the goods within Seller's business premises to the Buyer-appointed transporter or any other Buyer-appointed person. Buyer is liable for (the risk of) loss of, or damage to the goods and any extra costs incurred therewith after the goods have been handed over to the (first) carrier;
EXW (Ex Works, Incoterms 2010) Buyer is liable for collection of the goods himself. Seller is responsible for the delivery of the goods within Seller's business premises to the Buyer. Seller is not obliged to load the purchased goods into the Buyer-appointed transport vehicle;
Brands brands owned and / or registered by Seller, jointly referred to as Brands and individually as Brand
Inline Skates Assortment products including but not limited to inline skates, roller skates, skateboards, scooters, protective (skating) equipment etc.;
Freezing when, in the Netherlands, within one 48-hour period, a temperature below freezing (0 degrees Celsius) has been / is / will be recorded;
Winter hardware products including but not limited to ice skates, sleighs, snowboots, snow shovels, ice scrapers, anti-slip footwear, ski covers etc.


Article 2. Applicability, Validity
2.1
With the exclusion of other previously arranged Buyer-specific conditions, arrangements and (verbal) Agreements, these General Conditions of Sale and Delivery will apply to all Agreements between Buyer and Seller, and to all legal relationships that are formed between said parties as a result of such Agreements. Furthermore, Buyer is obliged to have agreed with these General Conditions of Sale and Delivery in advance of any subsequent orders placed verbally, via telephone, fax, email or by any other method.

2.2
Any arrangements divergent to aforementioned, specifically general conditions of Buyer or (non-binding) statutory law, are expressly excluded, unless Seller has declared acceptance and agreement to said arrangements in writing. Any unconditional execution of an Agreement by Seller is not declarative that Seller acknowledges any arrangements divergent to the General Conditions of Sale and Delivery.

2.3
Seller reserves the right to change and / or supplement these General Terms and Conditions of Sale and Delivery at any time. The most up to date version of the General Terms and Conditions of Sale and Delivery will be published on Seller's website (www.schreuderssport.com) and is valid as of the time of publication.

2.4
Seller reserves the right to supply only to branch-related organisations. Additional conditions may apply per Brand.


Article 3. Formation of Agreements
3.1
All quotations, price estimates and the like originating from Seller are issued without obligation, unless explicitly agreed otherwise in writing. If the quotation does not stipulate otherwise, its validity will not exceed 14 (in writing: fourteen) days. Quotations include any appendixes such as price lists, brochures and other information.

3.2
An Agreement will be formed exclusively via written confirmation of order by Seller and/or when Seller has commenced execution of an order. Equally, Agreements formed by commercial agents, ambulant salespersons and/or other intermediaries will bind Seller only after such Agreements have been confirmed by Seller in writing or, as the case may be, Seller has commenced execution thereof.

3.3
Buyer and/or Seller will be bound to Agreements formed by duly authorised persons and by persons of whom Seller and/or Buyer had just cause to assume that they were so duly authorised.


Article 4. Requirement to Record In Writing, Duty of Disclosure
4.1
In case parties mutually desire to alter these General Conditions of Sale and Delivery, including this clause, this will only be legally binding subject to parties' specific and written agreement.

4.2
Buyer is obligated, at the request of Seller, to disclose to Seller its current and correct VAT ID Number, and the name under which Buyer is registered with the relevant Belastingdienst (Fiscal Authority). Moreover, upon request, Buyer will present to Seller a current and correct Chamber of Commerce and Industry registration, which will be no older than 6 (in writing: six) months.


Article 5. Delivery, Risk
5.1
Unless agreed otherwise in writing, deliveries within the Netherlands will be CPT.

5.2
The above, in sub-clause 1, will not apply if the net order amount of goods is lower than € 250.00 (in writing: two hundred and fifty Euro and nil cent), unless agreed otherwise. In such cases, Buyer will be liable for transport costs and risks (FCA). Aforementioned order amount will not include goods that are (temporarily) out of stock. Choice of transport will be at the discretion of Seller, with the understanding that the maximum amount billable to Buyer, subject to rates and volume, will be € 500.00 (in writing: five hundred Euro and nil cent) per shipment. If the required delivery destination is outside the Netherlands then delivery will be Ex Warehouse Leerdam (FCA). Goods picked up by Buyer will, in all instances, be Ex Warehouse Leerdam (EXW).

5.3
Goods will be delivered or, as the case may be, shipped for delivery by Seller to the agreed location or locations by the methods as stipulated in the Agreement or subsequently agreed upon in writing. No deliveries will be made in the case of Freezing.

5.4
In the event that Buyer requests that Seller deliver goods to third parties (e.g. printers), all risk of goods and delivery divergent from that which has been agreed upon in the Agreement (different model, colour, dimensions, etc.) will automatically transfer to Buyer from Seller. Buyer is obliged to accept the goods as delivered to aforementioned third party. Seller wil, in no case, be liable for any extra costs incurred (such as printing costs).

5.5
Buyer is liable to pay extra costs (surcharges) to Seller if: 5.6
Buyer is obligated to accept receipt of goods at the agreed location or locations at the moment that Seller delivers them or otherwise arranges for their delivery to Buyer or, as the case may be, at the moment the goods are placed at Buyer's disposal as per Agreement. If Buyer fails to comply then he is liable to pay for any resulting costs.

5.7
If the goods are delivered on Europallets, Buyer will return and/or exchange the pallets without delay at the moment of delivery. When Buyer fails to comply with this, Seller will bill Buyer € 12.50 (in writing: twelve Euro and fifty cents) per pallet.

5.8
Any risks regarding the goods transfer to Buyer upon legal or actual transfer of ownership (delivery) to Buyer such that they are brought under the control of Buyer or a third party designated by Buyer.

5.9
Buyer is obligated to present customs documents to the customs department of the destination country and to provide proof of this on request to the Seller at any moment. When Buyer fails to comply with this, Buyer shall be held liable for any taxes and penalties payable.


Article 6. Delivery Times / Delivery On Call
6.1
Seller will deliver the goods no later than the time(s) or, as the case may be, immediately after the end of the delivery period(s) as specified in the Agreement. A delivery period commences on the date that the Agreement is formed. If a delivery period has expired, Seller is entitled, without being obligated to pay any type of compensation, to nevertheless deliver the goods, no later than 15 (in writing: fifteen) Business Days upon expiry of the delivery period. If, within this post-delivery period, Seller has still not delivered or made delivery possible and Buyer intends, for this reason, to dissolve the Agreement, then Buyer will inform Seller of this intention formally in writing, while establishing a final reasonable period with Seller to execute delivery.
6.2
The delivery times as stipulated by Seller are never to be regarded as absolute, unless explicitly agreed upon otherwise. If the stipulated delivery is seriously delayed, Seller will only be liable if this delay was caused intentionally or by way of gross negligence on the part of its directors or supervising subordinates. In such an eventuality, liability of Seller will be limited to the relevant invoice amount. Seller will not be liable for loss of profit or loss due to disruption of business on the part of Buyer.

6.3
When ordered goods have been made available to Buyer but are not accepted by Buyer then Seller has just cause to:
either or 6.4
If, in instances of delivery on call, no on-call periods have been agreed upon, then Seller is entitled to payment in full during the period up to three months after order placement. If, within three months (part of) the order has not yet been called for, then Seller is entitled to a written statement from Buyer detailling the period within which the total order will be called, the terms to which Buyer is liable to comply with within 5 (in writing: five) Business Days. If, the first day following the three-month period, the order has not yet been called, the goods will be stored by Seller or the transporter. Buyer is liable for any risks and costs incurred during this period of storage, including the risk of quality depreciation. This storage period, as stated by Buyer will not exceed the period of one month, unless agreed otherwise. The stored goods remain property of Seller until the goods are delivered to Buyer.


Article 7. Prices, Invoicing, Payment
7.1
All prices agreed upon by Seller and Buyer will be net and ex VAT, unless explicitly stated otherwise.

7.2
Invoicing will reflect the prices valid on the day of delivery. If, upon formation of the Agreement, and up to the moment of delivery, any cost-price factor of Seller has increased, then Seller will bill a higher selling price in accordance with the cost-price increase. Seller will send invoices electronically to the e-mail address supplied by the Buyer.

7.3
In addition to the details of sub-clause 2 above, Seller is, at all times, without prior notification, entitled to change the prices in its general (catalogue) price lists.

7.4
If the invoice amount of a delivered consignment is less than € 500.00 (in writing: five hundred Euro and nil cent), Seller is entitled to bill Buyer a surcharge of € 9.95 (in writing: nine Euro and ninety-five cent) for administrative and order-processing costs.

7.5
Unless explicitly agreed and/or stipulated otherwise in writing between Seller and Buyer, the following payment conditions on catalogue prices will apply, provided that Buyer has no outstanding invoice(s) with Seller: Special offers and prices agreed otherwise will not be subject to aforementioned payment conditions. These net invoices must be paid within 8 days of invoice date.

7.6
Unless explicitly agreed and/or stipulated otherwise in writing, the following payment conditions on catalogue prices of Winter hardware between Seller and Buyer will apply, provided that the Buyer has no outstanding invoice(s) with Seller:

- during periods of no Freezing from March 1st up to and including October 31st: Special offers and prices agreed otherwise will not be subject to aforementioned payment conditions. These net invoices must be paid within 8 days of invoice date.

- during periods of no Freezing from November 1st up to and including February 28th: Special offers and prices agreed otherwise will not be subject to aforementioned payment conditions. These net invoices must be paid within 8 days of invoice date.

- during periods of Freezing: 7.7
Seller will grant Buyer a 5% discount on catalogue prices in the case of pick up, with the exception of the Inline Skates Assortment and Winter hardware.

7.8
Unless agreed otherwise, payment will be made no later than within 30 (in writing: thirty) days after invoice date, with the exeption of the right of Seller to define a down-payment when forming the Agreement. Buyer is however entitled to suspend payment if Buyer ascertains a defect in the goods. Buyer is obligated to give written notification to Seller of any such defects within 8 (in writing: eight) days after delivery. Exercising the right of payment suspension is limited to the amount equal to the price of those goods that were not or improperly delivered to Buyer.

7.9
The above in sub-clause 8 will equally apply to sub-deliveries and associated (sub)invoices.

7.10
Subject to the details of sub-clause 8, if Buyer has failed to pay the amounts due within the agreed period, Buyer is automatically liable upon expiration of said period without the requirement of any liability notice. In such an event, Buyer will also be liable to pay an interest of 1.5% (in writing: one and a half percent) per month over the outstanding amount from the date that the amount owed was due until the moment of payment, independant of any other Seller's rights.

7.11
In the case of failure to respond on the part of Buyer to a first payment reminder, a payment demand will be issued including the costs (€ 25.00 (in writing: twenty-five Euro and nil cent)) associated with the demand. Demand costs will be disregarded when payment within 7 (in writing: seven) days upon issue of the first reminder follows.

7.12
If invoices have not been settled within 30 (in writing: thirty) days of expiration of the payment period, then Seller is authorised to refuse subsequent orders or deliveries by Buyer. When payment of the relevant invoices has finally been made, subsequent deliveries to Buyer will only be realised after advance payment in full.

7.13
If Buyer has failed to pay the amounts due within the agreed period then Seller will further be entitled to have the relevant invoice amount collected via judicial means or a debt collector, in which event Buyer will be liable to pay all associated costs, which are set at a minimum of ten percent of the claim. Buyer is also liable to pay any reasonably necessary further costs incurred by Seller as a result of non-payment.

7.14
In the event of full or partial claims for payment made by Seller in court, Buyer must pay all legal costs incurred by Seller, including any amounts not awarded by the judicial process as well as costs for legal aid, unless Seller is the only party legally required to pay the legal costs.

7.15
Payments made by Buyer of goods-related invoices shall always be used to pay all outstanding interest and costs first and then, subsequently to pay any invoices due in order of length of outstanding period, even in the case that Buyer states that payment is intended to pay a more recent invoice.

7.16
Seller reserves the right at all times to offset payments to it's own discretion.

7.17
Orders will only be delivered if all open invoice amounts combined at that time do not exceed the individual credit limit or credit term. These limits are defined based on credit information and past payment behaviour.


Article 8. Force Majeure
8.1
Force majeure is taken to mean every situation which Seller or Buyer could not reasonably have accounted for and as a result of which the normal execution of the Agreement can no longer be reasonably expected by the other party. Such situations include: restrictive government measures, fire, legal restrictions, mobilisation, war, the threat of war, revolution, strikes, stock seizures, export bans, transport restrictions, defective machinery, import bans, production disruption, political unrest, terrorist threats, terrorism, natural disasters, ice, extraordinary weather conditions, insufficient transport, the full or partial non-complicity of third parties who deliver goods or provide other services, or insufficient raw materials, fabrications, auxiliary materials or energy.

8.2
Buyer and Seller, respectively, will forthwith warn the other party if a force majeure situation affects him.

8.3
No party can be made liable for damages in the event of a force majeure situation.

8.4
In the event of a force majeure situation, Seller is permitted to suspend delivery for the duration of the force majeure situation. If the force majeure situation continues longer than 3 (in writing: three) months then parties will come to an arrangement concerning the execution of the relevant Agreement.


Article 9. Retention of Title, Other Assurances
9.1
In observance of these General Conditions of Sale and Delivery, all goods delivered by Seller remain the property of Seller until, as a result of payment by Buyer, all claims of Seller on Buyer (article 92 Book 3 BW), whether due and payable or not, including interest, costs, damages and penalties, have been cleared. Goods are considered unpaid if Buyer fails to provide proof of payment.

9.2
Until ownership of the delivered goods has been transferred to Buyer, the latter is prohibited from selling the goods on to a third party or (causing to) vest any other right in said goods. Buyer is, however, free within the context of normal operations to use or sell and transfer the goods to third parties under reservation of ownership. In the case of sale on credit, Buyer is obligated to specify a retention of title clause to his buyer which approximates the retention of title clause in this Article as closely as possible.
Buyer grants Seller herewith a primary undisclosed right of pledge to claims on his buyers, as soon as Buyer obtains a claim on his buyer from a transaction as outlined above, and to his rights from the retention of title clause agreed upon with his buyers conform the second sentence of this paragraph. Upon request, Buyer will inform his buyers of this right of pledge and provide Seller with all the information necessary to exercise these rights. For as long as Buyer is not in breach of his payment obligations towards Seller, however, Buyer will remain entitled to collect on his claims.

9.3
Non-compliance with the details of sub-clause 2, and full or partial applicability of Article 10 will entitle Seller to recover or have all delivered goods recovered, without any authorisation from Buyer or the necessity for legal intervention, from the location where said goods are (potentially) stored. In such an eventuality, moreover, all claims by Seller are fully due and payable. For any goods recovered via the construction outlined in this Article, Buyer will be credited for the market value of the goods by Seller on the date of recovery minus any costs incurred by Seller. The market value is at least equal to the purchase price as realised in private or public sale of the recovered goods to third parties, such as is at Seller's discretion.
Dissolution of the original Agreement does not automatically ensue in the case of enforcement of the retention of title clause by Seller via (commissioned) recovery of the goods unless explicitly stated otherwise by Seller.

9.4
In the eventuality that Seller intends to exercise its rights defined in sub-clause 3, Buyer agrees herewith to lend unconditional and irrevocable consent and cooperation to Seller or a third party designated by the latter to access all locations where items of property of Seller are (potentially) located, and to recover said items of property in order to protect its property rights. The above is forfeited by a fine of 10% (in writing: ten percent) of the amount payable by Buyer per day, with a minimum of € 750.00 (in writing: seven hundred and fifty Euro and nil cent).

9.5
If third parties intend to establish or enforce any right to the goods delivered under retention of title, then Buyer is obligated to inform Seller of said intention as soon as can reasonably be expected.

9.6
Buyer is obligated to store the goods delivered under retention of title with due care and identifiable as property of Seller. Buyer is also obligated to insure these goods, for the duration of retention of title, against the risks of fire, theft, storm, explosions and water damage, and with such effect that the relevant insurance policy contains the stipulation that the insurance will equally cover goods of (potential) interested third parties. Buyer is obligated upon request to disclose to Seller its insurance contract covering said risks. Buyer shall neither pledge any claims on said insurance to third parties in relation to this sub-clause, with respect to the goods mentioned in sub-clause 1, nor cause same to serve as assurance in the broadest sense of the word in favour of third parties. Payments resulting from claims regarding damage and loss of aforementioned goods replace the goods in question. Buyer will at all times, in al scenarios, be obligated to pay the full invoice amount to Seller.

9.7
Before execution of delivery or any other part of the Agreement, Seller is entitled to request adequate, such as is at its discretion, assurance of compliance with the payment obligations from Buyer.

9.8
If, in the opinion of Seller, the financial position and/or past payment behaviour of Buyer gives rise thereto, Seller is entitled to demand that, for first or subsequent deliveries, Buyer provides immediate assurance in a form to be determined by Seller and/or makes an advance payment. If Buyer fails to provide the requested assurance, Seller is entitled to immediately suspend execution of the Agreement, independantly of any other of its rights and, without being held liable for any further compensation, the total amount owed to Seller by Buyer, regardless of the reason, shall become immediately due and payable.


Article 10. Suspension, Dissolution
10.1
In the event of non-conformity on the part of Buyer regarding any obligation from any Agreement, or if Buyer has been or will potentially be granted a moratorium, or if Buyer is declared bankrupt, or if Buyer decides to liquidate his business, or Seller obtains information from which Seller can deduce with reasonable certainty that Buyer is likely not to be able to honour his (payment) obligations then Seller is entitled, without judicial intervention, to suspend, dissolve or declare intention to dissolve in whole or in part, in writing all, at that moment existing Agreements, independant of the other statutory rights of Seller.

10.2
Dissolution will render existing claims of Seller on Buyer immediately due and payable.


Article 11. Complaints and Remonstration
11.1
Buyer will observe the provided regulations governing method of storage and handling of the delivered goods. Buyer will check the goods at delivery or otherwise as soon as possible and to a degree as can be reasonably expected and/or according to accepted practice. If breakage, damage and/or short count can be identified at the moment of delivery, then Buyer will annotate this immediately on the bill of carriage.

11.2
Complaints concerning deliveries must be made by Buyer in writing and directly to Seller. In case of visible defects, Seller must have received remonstration within 8 (in writing: eight) days after receipt of the goods; if Buyer could reasonably have discovered the defect only at a later instance (=hidden defects) then within 8 (in writing: eight) days after discovery of the defect. The objection will include a written, accurate specification of the nature and grounds of the complaint, accompanied by the packing slip and specification of the relevant invoice number. If Buyer fails to submit his complaints and/or objections in a timely manner and/or by the agreed method in writing, then the delivery will be regarded as being free of defects. If Buyer accepts the delivery while aware of a defect then the rights regarding the defect of the goods will only be effective if Buyer has previously, explicitly reserved said rights in writing.

11.3
The submission of a complaint will suspend the payment obligation only with respect to the disputed goods. In accordance to the terms in Article 7.8, exercising the right of suspension will be limited to the amount equal to the price of those goods that were not or improperly delivered to Buyer.

11.4
Due to potentially high costs for both Buyer and Seller, return shipments as a result of complaints with a value less than € 50.00 (in writing: fifty Euro and nil cent) will not qualify for processing and/or crediting and/or replacement. Return shipments must always be sent cost free and include a written specification and the invoice number of the relevant goods.

11.5
In the event of negligible defects regarding the value or functionality of the goods, Buyer is not entitled to exercise the right to remonstration or any other right invoked by Buyer. If a complaint is justified, Seller is entitled, at its own discretion, to repair the faulty goods or to replace them with other goods that comply with the order, provided the new delivery or repairs take(s) place within a reasonable period of time after the merit of the complaint has been established.

11.6
When (timely) re-delivery and/or repair in accordance with Article 11.5 proves impossible, then Buyer is justified to dissolve (the relevant part of) the Agreement in which Seller is in breach of its (delivery) obligations as specified the Agreement.

11.7
Dissolution of the Agreement as detailled in sub-clause 6 will not lead to a situation whereby Seller is liable for resulting damage, loss of profit, missed opportunities to economise and loss due to disruption of business on the part of Buyer. Moreover, any other damage claim will be excluded.

11.8
Return shipments concerning remonstration not preceded or accompanied by the information as defined in the third sentence of sub-clause 2 will not be accepted. If Buyer, regardless and contrary to this, returns goods, or returns goods without due grounds, then risk of the goods will, when not refused by Seller, fall under the liability of Buyer, without any further acknowledgement of the validity of any potential warranty claims. Buyer is liable for all costs of return shipments without due grounds.


Article 12. Warranty
12.1
Unless specified otherwise in writing, goods are not fit for commercial use. Statements by or on behalf of Seller about the quality, composition, applications, properties and handling of delivered goods will constitute a warranty only if such statements have been explicitly confirmed in writing by Seller in the form of a warranty. Warranties issued by Seller extend no further than the warranties issued by the (factory)producer to Seller.

12.2
The warranty period comes into effect on the day of delivery and is valid for a period of one year. A defect that manifests itself within above-mentioned period will, in principle, be covered by the warranty, dependant on the circumstances of the case such as, among other things, intensity of use, nature of the goods, et cetera. Buyer will, at all times, return the goods qualifying for warranty coverage. Return shipments will always be sent cost free and include a written specification and the invoice number of the relevant goods. Handling and/or repairs and/or replacement and/or crediting will occur only after receipt of the returned goods, such as is at the discretion of Seller. Payment offset in relation to returned goods will occur only upon receipt of a credit specification.

12.3
Due to potentially high costs for both Buyer and Seller, return shipments regarding warranty with a value less than € 50.00 (in writing: fifty Euro and nil cent) will not qualify for processing and/or crediting and/or replacement. Return shipments must always be sent cost free and include a written specification and the invoice number of the relevant goods.

12.4
The warranty defined in sub-cause 1 will not provide cover if:
  1. buyer is in default towards Seller;
  2. when purchasing the delivered, Buyer did not or inadequately take the properties of the goods into consideration;
  3. the defectiveness has no adverse consequences for the normal use of the delivered goods;
  4. the situation involves minor, in the industry customary and/or technically unavoidable defects in quality, dimensions, colours, material structure, finish, et cetera;
  5. the delivered goods were not applied and/or handled and/or used conform the instructions issued by Seller;
  6. in case of visible defects, the delivered goods have been shredded, cut or in any other way manipulated, processed, used or damaged;
  7. the delivered goods have been exposed to abnormal conditions such as e.g. pollution, rough handling, or overload;
  8. without prior written permission of Seller, Buyer has itself repaired or has commissioned third parties to repair the goods delivered by Seller;
  9. the remonstration period, as specified in Article 11, has been exceeded or, in case of hidden defects, a period of two years has expired after the date of delivery;
  10. there has been inexpert use on the part of Buyer or his customer;
  11. goods have been used for commercial purposes (rental etc.);
  12. buyer makes repairs or changes to the goods without the prior consent of the Seller.
  13. seller explicitly sold the goods as B-grade or in damaged condition.
12.5
Warranty coverage (repair, replacement or crediting) will constitute the only and complete form of compensation and will not render Seller liable for consequential damage, loss of profit, missed opportunities to economise and loss due to disruption of business on the part of Buyer. Moreover, any other damage claim will be excluded.

12.6
Under Seller's warranty with regard to goods located outside the Netherlands, Seller can only be held liable for the costs of repair or replacement up to the amount that these costs would have run to in case said repair or replacement was done in the Netherlands.

12.7
Crediting as referred to in sub-clause 5 is limited to the amount equal to the price of the goods covered by the warranty as defined in this Article.

12.8
Bearings, wheels and brakes/stoppers on (inline) skates and nickle or chrome parts on ice skates are not, in any case, covered under warranty.


Article 13. Indemnity, Liability
13.1
Seller will only be liable for damage to goods or persons resulting from intentional act or gross negligence on the part of Seller, its directors or supervising subordinates.

13.2
In a situation as defined in sub-clause 1, Seller will accept liability if and in so far as such liability is covered by its Business Liability Insurance and such as up to the amount payable by insurer. If the insurer decides not to act on a claim, then the liability will be limited to, at most, the relevant invoice amount. Seller is not liable for indirect damages by Buyer such as to include consequential damage, loss of profit, missed opportunities to economise and loss due to disruption of business.

13.3
Buyer will free Seller and all its subordinates of all liability concerning claims of third parties regarding goods and/or packaging materials delivered by Seller to Buyer as a result of which such a third party might have incurred damage, independant of cause or moment of incidence, or damage resulting from breach of any contractual obligation of Buyer towards Seller, in so far as this breach is not attributable to intent or gross negligence on the part of Seller.

13.4
A claim initiated by Buyer in accordance with this Article expires one year after the date when Buyer incurs the damage or, as the case may be, the cause of the damage has become effectual.

13.5
Article 6:190 BW defines that the producer/importer (Seller) of a defective product can only be sued if the damages exceed an amount of € 500.00 (in writing: five hundred Euro and nil cent). Buyer is liable for lesser amounts.

13.6
Seller will include (legally required) warnings and/or manuals and/or symbols on all supplied goods in accordance with the Dutch market. In the case of export out of the Netherlands, Buyer will be responsible for correct complicity with the laws and regulations that apply in the destination country concerning the aforementioned. Seller is therfore relieved of any obligations with respect to damages, fines or loss of profit resulting from non-compliance with said laws and regulations.


Article 14. Intellectual property rights
14.1
Seller proclaims that, to the extent of his knowledge, goods delivered by Seller do not infringe upon any Dutch intellectual property rights of third parties. Such assurances as issued by Seller concerning any possible infringement of any (unwritten) intellectual and/or industrial property rights of third parties, extend no further than the assurances issued by the (factory)producer to Seller.

14.2
If Seller manufactures or commissions manufacture of custom goods to the specific instructions of Buyer on the basis of a design/model/brand/style or any other contribution not made by Seller, Buyer will indemnify Seller, legally and otherwise, against all violations of third-party intellectual property rights regarding (the manufacture, delivery and use of) the goods in question. If a third party objects to delivery by Seller, Seller is, independant of the above, entitled to suspend and/or immediately cessate delivery and to demand reimbursement of the costs incurred from Buyer, without Seller being obliged to pay Buyer any compensation. Design drawings, working drawings, detailed drawings, software, models, photographs, samples, designs, logos, dimensions named, quantities, patterns, colours, materials, technical specifications and/or other data provided to the Seller by the Buyer are assumed by the Seller to be adequate without the Seller being obliged to carry out any further inspection.

14.3
Buyer guarantees that he will not violate the intellectual property rights of Seller and Seller's suppliers, nor will he give/allow others the opportunity to do so. This guarantee also extends to copying, adapting and reproducing the intellectual property of Seller with regard to goods, concepts, models et cetera.

14.4
Design drawings, work and detail drawings, models, computer software, photographic recordings, samples, designs, logos, specified dimensions, quantities, patterns, colours, materials, technical specifications, commercial texts, manuals and / or other data provided by Seller to Buyer only serve as an approximate description of the goods. Only when goods deviate considerably from the aforementioned data, is Buyer entitled to return the relevant goods to Seller within 8 (in writing: eight) days of delivery. Seller is not liable for Buyer's use of the aforementioned data, unless explicitly agreed otherwise in writing. Ownership of the data as mentioned in this article, or any rights to it, will, in no case, transfer to Buyer. At the request of Seller, Buyer shall, at its own expense, return the aforementioned data and advertising material to Seller.

14.5
Any trademark rights, patent rights, authors' rights, design rights or copyrights of the goods and/or the data referred to in sub-clause 4 shall not transfer to Buyer. Independant of the abovementioned, none of the goods or the data referred to in sub-clause 4 may be disclosed or made available to third parties, whether or not for reasons of reuse, without prior written consent of Seller.

14.6
The data mentioned in sub-clause 4 are copyrighted by Seller. The use of this data is expressly prohibited without explicit written permission from Seller to Buyer.


Article 15. Brands
Buyer acknowledges and accepts that all Brands are, and will remain the exclusive property of Seller. Buyer will only use Brands in the manner prescribed by Seller for the sale of goods. Buyer will identify branded goods and implement relevant branding in all marketing, advertising and promotional material in accordance with Seller-established brand guidelines. Seller will provide (insight into) brand guidelines from time to time. Buyer is obligated to immediately notify Seller of any infringement or dispute regarding the use of a Brand, or a claim by a third party to any right regarding a Brand. Buyer is, at all times, at its own expense, obligated to comply with Seller's instructions regarding the manner in which action is taken against any such infringements or disputes regarding Brands.


Article 16. Website requirements
Provided that Buyer meets the conditions of sub-clause 2.5 and any additional selective distribution conditions of Seller or one of its Brands, Buyer is entitled to sell goods via the Internet, but only via a website approved by the Seller (referred to hereinafter as "the Website"). Buyer will submit the design of the Website and all changes and additions Seller for approval. Buyer will, at all times, build and maintain his website in accordance with the requirements as stated below and other requirements prescribed by Seller for the sale of goods via the Internet and for references to and use of Brands, images of products and other representations. If, at any time, the Website does not meet the requirements as specified below or other requirements prescribed by Seller, Seller approval to sell goods via Internet will be discontinued with immediate effect. In this case, Buyer is prohibited from selling goods via the Internet until the Website in question once again meets the requirements as stated below and has been (re)approved by Seller. Rectification must be implemented within a period of one month.
  1. Buyer is not permitted to sell goods via the Internet or otherwise, other than via a Seller-approved Website.
  2. Buyer and the Website must comply with all relevant (local) laws and regulations. This includes:
    • Buyer must provide all legally required information on the Website such as:
      1. Full name and address;
      2. Contact details (including e-mail address);
      3. Chamber of Commerce registration number.
    • If (personal) consumer data is collected, this will be done in accordance with the General Data Protection Regulation (GDPR) and other relevant laws and regulations;
    • The general terms and conditions used by Buyer must be in accordance with applicable consumer legislation and may not contain unreasonably onerous clauses;
    • Buyer will fulfil its legal obligations towards the customer if any product or part thereof is found to be non-compliant with relevant legislation;
    • Buyer will act in accordance with the Unfair Commercial Practices Directive.
  3. In addition to the other provisions of these General Terms and Conditions of Sale and Delivery, Seller may only use Brands on the Website under the following conditions:
    1. The Website (including advertising material, images of products and typography shown on it) must be designed in an attractive way, must display and reflect the quality appearance of the relevant Brand(s) and must be clearly distinguished from images and other material belonging to competitor products. This includes restrictions such as that the Website may not contain any language errors, that no bright colours may be used and that the fonts displayed may not be in extra bold and/or large form, creating overly emphatic texts. Assessment whether the Website quality appearance of the relevant Brand(s) is at Seller's discretion;
    2. It should always be clear to the average visitor of the Website that the Website is not a Seller website, but that of an independent third party.
    3. Buyer is principally prohibited from offering goods for sale or selling goods via internet sites via which primarily second-hand products are offered for sale or on auction sites such as Marktplaats or eBay;
    4. Customer enquiries must always be answered as promptly as possible, preferably within one business day;
    5. Buyer may refer to Seller's (factory) warranty on the Website. However, every reference must be accompanied by the statement that the factory warranty does not affect the consumer's legal rights towards Buyer.
    6. Buyer will ensure that customer payments can be made via a safe and reliable system;
Buyer will ensure that information (including advertising material) on the Website is always correct, complete and up-to-date. The architecture of the Website must also meet the following criteria:
  1. it should feature a secure https connection;
  2. it must make use of a user-friendly and modern ordering procedure;
  3. Relevant Brands must be represented with their own brand logo on the homepage of the Website;
  4. it should include dedicated brand pages including the Seller's brand story and products;
  5. it should make proper use of Brands (including logos and product names) in accordance with relevant brand style guidelines as/if provided by Seller.

Article 17. Cancellation of Agreement, Return Shipments of Non-Defective Goods
17.1
Unless explicitly agreed otherwise in writing, Buyer will never cancel the Agreement and/or return non-defective goods to Seller.

17.2
If the right to return goods has been explicitly agreed in writing then Buyer will report return shipments of non-defective goods to Seller. Moreover, Buyer will send return shipments cost-free and accompanied by a written specification. This specification will, in any event, state the date when Buyer purchased the relevant goods from Seller and the date and the number of the relevant invoice.

17.3
Crediting of returned goods will be carried out only if the relevant goods are still fit for retail purposes, such as is at Seller's discretion.

17.4
Independant of the details of the preceding sub-clauses, crediting will be carried out in accordance with the following terms:
  1. the goods to be returned are undamaged and packed in their original packaging, and moreover, they do not display price stickers et cetera;
  2. Buyer will continue to owe the amount remaining after crediting, unless other arrangements are explicitly agreed upon in writing.
17.5
Independant of the details of this Article, in the event of cancellation of the Agreement Buyer will be obligated to compensate any resulting damages (costs) and/or loss of profit incurred by Seller with a minimum of € 25.00 (in writing: twenty-five Euro and nil cent), increase of the costs, if any, charged by the supplier to Seller.


Article 18. Penalty Clause
In the event of Buyer's non-, undue or untimely execution of any obligation in an Agreement, Buyer will be obligated, without notice, to pay a monetary amount that is immediately due and payable and not amenable to mitigation equal to 15% (in writing: fifteen percent) of the principal sum, with a minimum of € 250.00 (in writing: two hundred and fifty Euro and nil cent), independant of the right of Seller to claim statutory damages.


Article 19. Transfer
Buyer will not be permitted, without prior written permission of Seller, to transfer rights or obligations from any Agreement to third parties.


Article 20. Partial Nullity
20.1
If any of the details of these General Conditions of Sale and Delivery proves incompatible with the law or public morality then the incompatible detail will be further explained so as to optimally approximate the content of the relevant detail, without being incompatible with the law or public morality.

20.2
If, despite sub-clause 1, compliance with one of the details proves, for whatever reason, impossible, then the other details of these General Conditions of Sale and Delivery remain fully effective.


Article 21. Disputes, Applicable Law
21.1
All disputes relating to an Agreement or the execution of an Agreement, and the ensuing or associated legal relationships, between Buyer and Seller that cannot be resolved via mediation will be brought before the relevant court in the jurisdiction where Seller has its registered seat. Seller is alternatively also entitled to bring a dispute before the relevant court in the jurisdiction where Buyer has its registered seat.

21.2
All Agreements and ensuing and associated legal relationships between Buyer and Seller are governed by Dutch law, with the exception of all relevant regulations of Private International Law and the Vienna Sales Convention (CSIG).

21.3
This English version is a translation of the Dutch Algemene Voorwaarden. In the event of any discrepancy between the two, the Dutch version will overrule the English version.

(Filed with the Chamber of Commerce and Industry in Tiel, under registration number 23038371)


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