Wintersport Conditions

General Conditions of Sale and Delivery of Wintersport Leerdam B.V. in Leerdam


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

Seller Wintersport Leerdam B.V.
Buyer the other party of Seller to an Agreement in the meaning of Article 2.1 of these General Conditions of Sale and Delivery;
Business Days all calendar days with the exception of Saturdays, Sundays, 1 January, Easter Monday, Ascension Day, Whit Monday, Christmas Day and Boxing Day, the days that have been or will be proclaimed by the Authorities as national holidays, and the day when the Kings 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 their preparation (including offers by Seller and requests by Buyer) and performance;
Amounts all amounts and/or prices are net, in Euros, and exclusive of Value Added Tax, unless specified otherwise;
CPT (Carriage Paid To) Seller pays the price for the transport of the purchased goods to the destination to be designated by Buyer (one central address). The risk of loss of or damage to the goods and of extra costs resulting from such events as may occur after the goods have been handed over to the (first) carrier are for account of Buyer;
Cash & Carry self-service warehouse;
Freezing when in the Netherlands within one 48-hour period a temperature below freezing (0 degrees Celsius) is recorded;
Winter-hardware merchandise all goods excluding the textiles line.


Article 2. Applicability, Validity
2.1
With the exclusion of other conditions, earlier commitments 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 (will be) are formed between parties as a result of such Agreements. Furthermore, Buyer will be deemed to have agreed to the exclusive application of these General Conditions of Sale and Delivery in the event of any subsequent orders placed by him verbally, via telephone, fax, email or by any other method.

2.2
Departing provisions, specifically general conditions of Buyer or (non binding) statute law, will emphatically be excluded, unless Seller has accepted in writing such departing provisions. Unqualified performance by Seller of an Agreement will not mean that Seller acknowledges such provisions that depart from the General Conditions of Sale and Delivery.


Article 3. Formation of Agreements
3.1
All quotations, price estimates and the like originating from Seller will be 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. Offers are also taken to mean any appendixes such as pricelists, brochures and other information.

3.2
An Agreement will be formed only through written confirmation of order by Seller and/or when Seller has commenced implementation of an order. Equally, Agreements entered into by commercial agents, commercial travellers 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 in effect commenced implementation thereof.

3.3
Buyer and/or Seller will be bound to Agreements concluded by duly authorized persons and by persons of whom Seller and/or Buyer was justified to assume that they were so duly authorized.


Article 4. Requirement to Record In Writing, Duty of Disclosure
4.1
Amending, supplementing and/or cancelling these General Conditions of Sale and Delivery, including this clause, will be legally binding only subject to parties' specific and written agreement.

4.2
On demand by Seller, Buyer will be obligated to disclose to Seller its accurate VAT ID Number, and the name under which Buyer is registered with the relevant Belastingdienst (Tax District). Moreover, upon request Buyer will present to Seller its accurate Chamber of Commerce and Industry registration, which will not be older than 6 (in writing: six) months.


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

5.2
The above in sub-clause 1 will not apply, if the net order amount of goods is lower than € 500.00 (in writing: five hundred Euro and nil cent), unless agreed otherwise. In such events, transport will be for account and risk of Buyer. Afore intended amount will not include goods that are (temporarily) not in stock. Transport will be at discretion of Seller, with the understanding that the maximum amount billable to Buyer, subject to price level and volume, will be € 500.00 (in writing: five hundred Euro and nil cent) per shipment. If delivery of the goods is required outside the Netherlands then delivery will be Ex Warehouse Leerdam. Delivery for the Cash & Carry will in all instances be Ex Warehouse Leerdam.

5.3
The 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 delivery will be made when it freezes.

5.4
In the event that Buyer instructs Seller to make delivery to third parties (e.g. printing houses) then Buyer will assume the risk from Seller as to a potentially non-conforming delivery (model, colour, dimensions, etc.). Buyer will be deemed to have accepted the goods as delivered to the third parties. Print-on costs will never qualify for reimbursement.

5.5
The above in sub-clause 1 will not apply if the backorder amount of goods is lower than € 250.00 (in writing: two hundred and fifty Euro and nil cent). In such events, transport will be for account and risk of Buyer. If delivery of the goods is required outside the Netherlands then delivery will be Ex Warehouse Leerdam.

5.6
Seller will bill extra costs to Buyer, if: 5.7
Buyer will be obligated to take delivery of the goods at the agreed location or locations at the moment that Seller makes or causes to make said delivery at Buyer or, as the case may be, at the moment when these are placed at Buyer's disposal as per Agreement. If Buyer fails to comply then the resultant costs will be for his account.

5.8
If delivery of the goods is made on Europallets then Buyer will return and/or exchange these immediately at the moment delivery is made. When Buyer fails to do so, Seller will bill Buyer € 12.50 (in writing: twelve Euro and fifty cents) per pallet.

5.9
The risk of the goods transfers to the Buyer upon actual transfer of title to the Buyer of such goods so that they are brought under the control of the Buyer or a third party to be designated by the Buyer.

5.10
The Buyer undertakes to present the customs documents to customs of the country of destination.When it fails to do so, the Buyer shall be held liable for any taxes and penalties payable.


Article 6. Delivery Times / Delivery On Call
6.1
Seller will make delivery of the goods no later than at the time / the times or immediately after the end of the delivery period/periods as stipulated in the Agreement. A delivery period will commence on the date when the Agreement is formed. If a delivery period is exceeded, Seller will be entitled, without being obligated to pay any compensation, to make as yet delivery of the goods no later than 15 (in writing: fifteen) Business Days upon expiry of the delivery period. If also within this post-delivery period Seller has still not delivered or performed and Buyer intends for this reason to dissolve the Agreement then Buyer will inform Seller of this intention in writing, while setting Seller also a final reasonable period to perform the delivery.

6.2
The delivery times stipulated by Seller will never be regarded as absolute deadlines, unless explicitly agreed otherwise. If the stipulated delivery time or delivery is seriously delayed, Seller will be liable only if this delay was caused by intent or gross fault on the part of its Directors or supervising subordinates. In such an eventuality the liability of Seller will be limited to no more than the invoice amount. Seller will not be liable for lost profit or business interruption loss on the part of Buyer.

6.3
When ordered goods are available for Buyer but are not accepted by Buyer then Seller will be competent to: 6.4
If in instances of delivery on call no on-call periods have been agreed then Seller will be entitled to full payment for three months upon order placement. If within three months not yet or not yet all the items ordered has been called then Seller will be entitled to demand from Buyer that the latter will state in writing a period within which the total quantity will have been called, the terms of which demand Buyer will satisfy within 5 (in writing: five) Business Days, whereby effective the first day following that three-month period the goods not yet called will be stored at Seller or the carrier, such for account and risk, including the risk of quality impairment, of Buyer. Upon demand, the period to be stated by Buyer will not exceed the period of one month, unless agreed otherwise. The stored goods remain property of Seller untill the goods are delivered to Buyer.


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

7.2
Invoicing will be at the prices valid on the day of delivery. If upon formation of the Agreement and until the moment of delivery one of the cost-price factors of Seller has increased then Seller will bill a higher sales price in accordance with the cost-price increase.

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

7.4
If the invoice amount of a delivered consignment is less than € 150.00 (in writing: one hundred and fifty Euro and nil cent), Seller will be entitled to bill a surcharge of € 5.00 (in writing: five Euro and nil cent) for administrative costs.

7.5
Unless explicitly agreed and/or stipulated otherwise in writing, with regard to winter-hardware merchandize between Seller and Buyer will apply the following payment conditions on catalogue prices at pick-up and/or delivery, if Buyer has no outstanding invoice or invoices with overdue payment period towards Seller:

when it does not freeze from 1 March up to 31 October inclusive: Prices agreed otherwise will not be subject to aforementioned payment conditions. These net invoices will have been paid within 8 days upon invoice date.

when it does not freeze from 1 November up to 28 February inclusive: Prices agreed otherwise will not be subject to aforementioned payment conditions. These net invoices will have been paid within 8 days upon invoice date.

when it freezes: 7.6
Unless explicitly agreed and/or stipulated otherwise in writing, with regard to all other goods between Seller and Buyer will apply the following payment conditions on catalogue prices at pick-up and/or delivery, if Buyer has no outstanding invoice or invoices with overdue payment period towards Seller Prices agreed otherwise will not be subject to aforementioned payment conditions. These net invoices will have been paid within 8 days upon invoice date.

7.7
Unless agreed otherwise, payment will be made no later than within 30 (in writing: thirty) days upon invoice date, without prejudice to the right of Seller to stipulate a down-payment when concluding the Agreement. Buyer will however be entitled to suspend the payment if Buyer ascertains a defect in the goods. Buyer will be obligated to give written notification to Seller of such a defect within 8 (in writing: eight) days upon delivery. Exercising the right of suspension will be limited to the amount equal to the price of those goods that were not and/or not properly delivered to Buyer.

7.8
The above in sub-clause 7 will equally apply to sub-deliveries and the associated (sub)invoices.

7.9
Subject to the provisions in sub-clause 7, if Buyer has failed to pay the amounts due within the agreed period, Buyer will be in default upon expiration of said period without any default notice being required. In such an event, from the date when the amount owed has become due and payable until the moment of payment, Buyer will owe over the outstanding amount an interest of 1.5% (in writing: one and a half percent) per month, such without prejudice to the other rights of Seller.

7.10
Only after the failure to respond to the first reminder, a demand will be sent including the costs associated with the demand. Seller will be entitled to bill demand costs of € 25.00 (in writing: twenty-five Euro and nil cent) per demand. Demand costs will not be due at payment within 7 (in writing: seven) days upon dateline of the first reminder.

7.11
If bills have not been settled 60 (in writing: sixty) days upon expiration of the payment period then Seller will be authorized to exclude Buyer from further deliveries and having received payment of the relevant bills to make delivery to Buyer only on COD and/or advance payment terms.

7.12
If Buyer has failed to pay the amounts due within the agreed period then Seller will further be entitled to have the bill collected via judicial means or a collection firm, in which event all associated costs, which are set at a minimum of ten percent of the claim, will be for account of Buyer. If Seller proves to have incurred higher costs, which had reasonably to be incurred, then Buyer will be required to reimburse these costs as well.

7.13
In the event of full or partial allowing claims for payment made by the Seller in court, the Buyer must pay all legal costs incurred by the Seller, including any amounts not awarded by the court as well as costs of legal aid, unless the Seller is the only party to have been ordered to pay the legal costs.

7.14
Payments made by the Buyer of goods-related invoices shall always first be used to pay all outstanding interest and costs and subsequently to pay invoices due and payable which have been outstanding for the longest period of time, even if the Buyer states that payment concerns a later invoice.

7.15
Seller will at all times be competent to exercise its right of set off.

7.16
Orders are delivered only if the order amounts due at that time together do not exceed the individual credit margin or credit term.These limits are set on the basis of credit information and past payment record.


Article 8. Force Majeure
8.1
Force majeure is taken to mean every situation which the Seller or the Buyer could reasonably not have taken into account and as a result of which the normal execution of the Agreement can reasonably no longer be demanded by the other party.Such situations include:restrictive government measures, fire, legal restrictions, mobilisation, war, the threat of war, revolution, strikes, seizures, export bans, transport restrictions, defects to machines, import bans, production interruptions, political unrest, terrorist threats, terrorism, natural disasters, floating ice, special weather conditions, a lack of modes of transport, the full or partial defaulting by third parties who deliver goods or services, or a lack of raw materials, semi-finished products, auxiliary materials or energy.

8.2
Buyer, Seller, respectively, will forthwith warn the other party if a force majeure situation occurs on his/its side.

8.3
The other party cannot claim any damages in the event of a force majeure situation.

8.4
In the event of a force majeure situation, Seller will be permitted to suspend the delivery times 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 performance of the relevant Agreement.


Article 9. Reservation of Title, Other Securities
9.1
Without prejudice to the provisions in these General Conditions of Sale and Delivery, all goods delivered by Seller at any moment will remain the property of Seller until, as a result of payment by Buyer, all claims of Seller on Buyer, on any account and whether due and payable or not, including interest, costs, damages and penalty, will have been discharged. Goods will be deemed not to have paid, if Buyer has failed to prove their payment.

9.2
For as long as title to the delivered goods has not transferred to Buyer, the latter will not be free to pledge the goods to a third party or (cause to) vest any other right in same. Buyer will, however, be free within the context of normal operations to use or sell and transfer to third parties the goods delivered under reservation of title. In case of sale on credit, Buyer will be obligated to stipulate to his buyer a reservation of title clause to approximate as closely as possible the reservation of title clause in this Article.
Buyer herewith grants already now to Seller a first undisclosed right of pledge to claims on his buyers, once Buyer obtains a claim on his buyer from such a transaction, and to his rights from the reservation of title clause agreed with his buyer in conformity with 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 required to exercise these rights. For as long as Buyer is not in default with his payment obligations towards Seller, however, Buyer will remain entitled to collect his claims.

9.3
Violation of the provisions in sub-clause 2, and full or partial applicability of Article 10 will entitle Seller to recover or cause to recover all goods delivered by Seller, without any authorization from Buyer or the courts being required, from the location where these goods are located. In such an eventuality, moreover, every claim of Seller will be forthwith fully due and payable. For the goods recovered on the basis of this Article Buyer will be credited for the market value of the goods for Seller on the date of recovery minus costs incurred by Seller. The market value will at least be equal to the purchase price as realized in private or public sale of the recovered goods to third parties, such at Seller's discretion.
Enforcement of the reservation of title clause by Seller through recovering (causing to recover) the goods will mean, if not explicitly stated otherwise by Seller, no dissolution of the Agreement.

9.4
For the eventuality that Seller intends to exercise its rights defined in sub-clause 3, Buyer already now gives unconditional and irrevocable consent and cooperation to Seller or a third party to be designated by the latter to enter all those locations where items of property of Seller are (potentially) located, and to recover said items of property to protect its property rights. The above to be on forfeiture of a penalty of 10% (in writing: ten percent) of the amount payable by Buyer per day, at 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 reservation of title then the other party will be obligated to inform Seller of such intention as soon as can reasonably be expected.

9.6
Buyer will be obligated to store the goods delivered under reservation of title with due care and identifiable as property of Seller, and Buyer will be obligated to insure these goods, for the duration of the delivery under reservation of title, against the risks of fire, theft, storm, explosion 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. On demand by Seller, Buyer will be obligated to disclose to Seller its insurance contract covering those risks. Buyer shall neither pledge to third parties any claims on his insurer on account of insurance policies in the meaning of this sub-clause, in so far as relating to the goods intended in sub-clause 1, nor cause same to serve as security in the broadest sense of the word in favour of third parties. Payouts regarding damage and loss of afore intended goods will replace the goods in question. As to the preceding sentence, it is stipulated that Buyer will at all times be obligated to pay the full invoice amount.

9.7
Before proceeding to deliver or otherwise continuing to deliver or perform the Agreement, Seller will be entitled to claim from Buyer adequate, such at its discretion, security for compliance with the payment obligations of Buyer.

9.8
If in the opinion of the Seller, the financial position and/or payment record of the Buyer gives rise thereto, the Seller shall be entitled to demand that, for first or subsequent deliveries, the Buyer furnishes immediate security in a form to be determined by the Seller and/or makes an advance payment.If the Buyer fails to furnish the requested security, the Seller shall be entitled to immediately suspend execution of the agreement, without prejudice to any other of its rights and without being held to pay any compensation, while the total amount owed to the Seller by the Buyer, regardless of the reason, shall become immediately due and payable.


Article 10. Suspension, Dissolution
10.1
In the event that Buyer fails to perform towards Seller any obligation from any Agreement, Buyer has been or may be granted a moratorium, Buyer is declared bankrupt, Buyer decides to liquidate his business, or Seller obtains information from which Seller can derive with reasonable certainty that Buyer is likely not to be able to honour his obligations then Seller will be entitled without judicial intervention to suspend or dissolve in whole or in part in writing or declare to be dissolved all then existing Agreements, such without prejudice to the other statutory rights of Seller in such an event.

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


Article 11. Objections Clause
11.1
Buyer will observe the 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 such a degree as can be demanded from him in reasonableness and/or according to accepted practice. If breakage, damage and/or short count events can be identified at the moment delivery is made by the carrier then Buyer will annotate as much immediately on the bill of carriage.

11.2
Objections concerning deliveries are required to be made by Buyer in writing and directly to Seller. In case of visible defects, objections are required to be in the possession of Seller within 8 (in writing: eight) days upon 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 upon discovery of the defect. The objection will be made by means of a written accurate specification of the nature and grounds of the complaints accompanied by the packing slip and specification of the relevant invoice number. If Buyer fails to submit his complaints and/or objections on a timely basis or by the agreed method in writing then, considering the failure to submit the complaint on a timely basis or in the required form, the delivery will be regarded as being free of defects. If Buyer accepts the delivery or performance while aware of a defect then the rights with regard to the defect of the good will only operate if Buyer has explicitly reserves these rights in writing.

11.3
The submitting of an objection will suspend the payment obligation only in respect of the goods under dispute. By the terms of Article 7.7 exercising the right of suspension will be limited to the amount equal to the price of those goods that were not and/or not properly delivered to Buyer.

11.4
For reason of the high costs for Buyer and Seller, return shipments on account of objection 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 will always be sent carriage paid and include a written specification and the invoice number of the relevant goods.

11.5
In the event of negligible defects to, in connection with the value of or the use of the goods, the Buyer is not entitled to exercise the right of complaint or any other right to be invoked by the Buyer.If a complaint is justified, the Seller is entitled, at its own discretion, to repair the faulty goods or to replace it with other goods in accordance with the order, provided the new delivery or repairs take place within a reasonable term after the merits of the complaint has been established.

11.6
When (timely) re-delivery and/or repair by virtue of Article 11.5 proves not possible then Buyer will be competent to dissolve the Agreement for that portion in respect of which Seller is in breach of its (delivery) obligations from the Agreement.

11.7
Dissolution of the Agreement as provided in sub-clause 6 will not lead to a situation whereby Seller is liable for consequential damage, lost profit, missed savings and business interruption loss on the part of Buyer. Moreover, any other claim for damages will be excluded.

11.8
Return shipments on account of objection not preceded or accompanied by the information defined in the third sentence of sub-clause 2 will not be permitted. If Buyer regardless and contrary to this injunction returns goods, or returns goods without due ground, then they will, in so far as not refused by Seller, be held available for Buyer for account and risk of Buyer without from this can be deduced any acknowledgement of the validity of the potential claim for warranty. The costs of return shipments without due grounds will be for account of Buyer.


Article 12. Warranty
12.1
Unless specified otherwise in writing, goods will not be 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 producer to Seller.

12.2
The warranty period will come into effect on the day of delivery and will comprise a period of one year. A defect that manifests itself in above mentioned period will in principle be covered by the warranty, allowing however for the circumstances of the case such as among other things intensity of use, nature of the good, et cetera. Buyer will at all times return the goods qualifying for warranty coverage. Return shipments will always be sent carriage paid 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 at discretion of Seller. Setting off in respect of returned goods will occur only upon receipt of a credit note.

12.3
For reason of the high costs for Buyer and Seller, return shipments on account of 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 will always be sent carriage paid 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 allow for the properties of the goods;
  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, off specs in quality, dimensions, colours, material structure, finish, et cetera;
  5. the delivered goods were not applied and/or handled and/or used in conformity with the instructions issued by Seller in respect thereof;
  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, external violence, or overload;
  8. without prior written permission of Seller, Buyer has itself repaired or has caused third parties to repair the goods delivered by Seller;
  9. the objection 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 used for commercial purposes (rental etc.);
  12. The Buyer makes repairs or changes without the prior consent of the Seller.
  13. Seller explicitly sold the goods as B-grade or in damaged conditions.
12.5
Warranty coverage (repair, replacement or crediting) will constitute the only and full compensation and will not render Seller is liable for consequential damage, lost profit, missed savings and business interruption loss on the part of Buyer. Moreover, any other claim for damages will be excluded as well.

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 in the meaning of sub-clause 5 will be limited to the amount equal to the price of the goods covered by the warranty as defined in this Article.

12.8
Nickel and chrome related complaints concerning skate tubes and/or skate blades are not covered under the warranty.


Article 13. Holding Harmless, 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 up to the amount payable by insurer. If the insurer decides in an event not to make a payout then the liability will be limited to at most the invoice amount. Seller will not be liable for indirect damage at Buyer such to include consequential damage, lost profit, missed savings and business interruption loss.

13.3
Buyer will hold harmless Seller and all its subordinates against claims of third parties with regard to goods and/or packaging materials delivered by Seller to Buyer as a result of which such a third party might have incurred damage for any cause or at any moment of arising 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 fault on the part of Seller.

13.4
A claim instituted by Buyer by virtue of this Article will expire one year after the date when Buyer incurs the damage or, as the case may be, the damage inflicting fact has commenced.

13.5
Perhaps unnecessarily it is herewith stipulated that Article 6:185 BW provides that the producer/importer (Seller) of such a defective product can only be sued if the damage exceeds an amount of € 500.00 (in writing: five hundred Euro and nil cent). Buyer is liable for lesser amounts.


Article 14. Intellectual property rights
14.1
Seller proclaims that, as far as she knows, goods delivered by Seller do not infringe upon any Dutch intellectual property rights from third parties. Such warranties issued by Seller, for possible infringement of any (unwritten) intellectual and/or industrial property rights from third parties, extend no further than the warranties issued by the producer to Seller.

14.2
If the Seller manufactures goods on the specific instructions of the Buyer on the basis of a design/model/brand/style or any other contribution not made by the Seller, the Buyer indemnifies the Seller, in and out of court, against all violations of third-party intellectual property rights with regard to (the manufacture, delivery and use of) the goods.If a third party objects to delivery by the Seller, the Seller is, without prejudice to above, entitled to suspend and/or immediately halt delivery and to demand reimbursement of the costs incurred and compensation from the Buyer, without the Seller being obliged to pay the Buyer any compensation.Design drawings, working drawings, detailed drawings, software, models, photographs, samples, designs, logos, dimensions given, 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 Sellers suppliers, nor will he give/allow others the opportunity to do so. This guarantee also extends to the intellectual property from Seller of goods, concepts, designs et cetera.

14.4
Design drawings, working drawings, detailed drawings, models, software, photographs, samples, designs, logos, dimensions given, quantities, patterns, colours, materials, technical specifications and/or other data provided to the Buyer by the Seller only serve as an approximate description of the goods.Only when the goods considerably deviate from the aforementioned data, the Buyer is entitled to dissolve the agreement within 8 days of delivery.The Seller is not liable for the Buyer's use of the aforementioned data, unless explicitly agreed otherwise in writing.
The ownership of the data mentioned in this article or any right thereto shall not transfer to the Buyer.On the Seller's demand, the Buyer shall at its own expense return the aforementioned data and advertising material to the Seller.The Seller is not liable for the Buyer's use of the data referred to in this article, unless explicitly agreed otherwise in writing.

14.5
Any trademark right, patent right, trademark right, design right or copyright to the goods and/or the data referred to in paragraph 4 shall not transfer to the Buyer.Without prejudice to the above, none of the goods or the data referred to in paragraph 4 may be disclosed or made available to third parties, whether or not for reasons of reuse, without the prior written consent of the Seller. 


Article 15. Cancellation of Agreement, Return Shipments of Non-Defective Goods
15.1
Unless explicitly agreed otherwise in writing, Buyer will never be competent to cancel the Agreement and/or return non-defective goods to Seller.

15.2
If the right of returning 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 carriage paid and accompanied by 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 of Seller.

15.3
Crediting of returned goods will be made only if the relevant goods are still fit for retail purposes, such at Seller's discretion.

15.4
Without prejudice to the provisions in the preceding sub-clauses, crediting will be made on the following basis:
  1. the goods to be returned will be undamaged and packed in their original packaging, and moreover they will not display price stickers et cetera;
  2. Buyer will continue to owe the amount remaining after crediting, unless other arrangements are explicitly agreed in writing.
15.5
Without prejudice to the provisions in this Article, in the event of cancellation of the Agreement Buyer will be obligated to compensate all the resultant damage (costs) and lost profit incurred by Seller at a minimum of € 25.00 (in writing: twenty-five Euro and nil cent), increase by the costs, if any, charged by the supplier to Seller.


Article 16. Penalty Clause
In the event of Buyer's non, undue or untimely performance of any obligation from an Agreement, Buyer will be obligated, without any defaulting notice being required, 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, at a minimum of € 250.00 (in writing: two hundred and fifty Euro and nil cent), without prejudice to the right of Seller to claim statutory damages.


Article 17. Transfer
Buyer will not be permitted without prior written permission of Seller to transfer rights or obligations from any Agreement to third parties.


Article 18. Partial Nullity
18.1
If one of the provisions of these General Conditions of Sale and Delivery proves incompatible with the law or public morality then the incompatible provision will be construed so as to optimally approximate the substance of the relevant provision, without being incompatible with the law or public morality.

18.2
If, despite sub-clause 1, reliance on one of the provisions proves, for whatever reason, not possible then the other provisions of these General Conditions of Sale and Delivery will remain in full force and effect.


Article 19. Disputes, Applicable Law
19.1
All disputes relating to an Agreement or the performance of an Agreement, and the ensuing or associated legal relationships, between Buyer and Seller that cannot be resolved in mutual consultation between parties will be brought before the competent Court in the jurisdiction where Seller has its registered seat. In departure from the preceding sentence, Seller will be entitled to bring a dispute before the competent Court in the jurisdiction where Buyer has its registered seat.

19.2
All Agreements and ensuing and associated legal relationships between Buyer and Seller will be governed by the laws of the Netherlands, with the exclusion of all conflict rules of Dutch Private International Law and Vienna Sales Convention (CSIG) contained therein.

19.3
This English version is a translation of the Dutch Algemene Voorwaarden. In the event of any discrepancy between the two, the Dutch version will prevail.

(Filed with the Chamber of Commerce and Industry in Tiel, under registration number 23041986)


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