1.1  These terms and conditions apply to all offers, proposals, contracts, and orders placed.

1.2 The Dutch version of these General Terms and Conditions shall always prevail in case of interpretation.

1.3 “Purchaser” in these terms and conditions refers to any (legal) person who has entered or wishes to enter into a contract with the Supplier, as well as, apart from the Purchaser, their representatives, including store personnel, authorized persons, legal successors, and heirs.

1.4 “Consumer” in the context of these General Terms and Conditions refers to any natural person who is acting outside the scope of their trade or profession, as well as the Purchaser who occupies a position comparable to that of a consumer and has entered into a contract with the Supplier. Unless otherwise agreed, all provisions in these General Terms and Conditions also apply to the consumer.

1.5 Additions and/or deviations from these General Terms and Conditions require written agreement between the Supplier and the Purchaser.

1.6 If the Supplier deviates from these terms in a contract with the Purchaser, the Purchaser may not rely on such deviation in later contracts. Any deviations from these terms must be expressly agreed each time.Afwijkingen op deze voorwaarden dienen telkenmale uitdrukkelijk te zijn overeengekomen.

1.7 The Supplier expressly opposes any reference by the Purchaser to its own General Terms and Conditions.

1.8 Should one or more provisions of these General Terms and Conditions be entirely or partially invalid or declared void at any time, the remaining provisions of these General Terms and Conditions remain fully applicable. The Supplier and the Purchaser will then consult with each other to establish new provisions, taking into account the purpose and scope of the original provisions as much as possible.

1.9 If a situation arises between the parties that is not regulated by these General Terms and Conditions, the purpose and scope of these General Terms and Conditions should be taken into account as far as possible when assessing this situation.

2.1 All offers and proposals by the Supplier, whether in the form of price lists or otherwise, including verbal offers and proposals and other statements made by representatives and/or employees of the Supplier, are non-binding and subject to confirmation as set forth in Article 2.4 of these General Terms and Conditions.

2.2 An offer or proposal expires if the product to which the offer or proposal refers is no longer available.

2.3 The Supplier cannot be bound by its offers or proposals if the Purchaser can reasonably recognize that the offer, proposal, or part of it contains an obvious mistake or typo.

2.4 A contract is concluded only when it is confirmed in writing by the Supplier within 8 (eight) days of receiving the order from the Purchaser, or when the Supplier has started executing the order within 8 (eight) days.

2.5 If the order deviates from the offer or proposal, the Supplier is not bound by it. Unless otherwise stated by the Supplier, the contract will not be concluded based on this deviating order.

2.6 In the case of delivery in multiple parts, the contract is considered concluded when the first partial delivery is made.

2.7 Subsequent agreements, promises, and/or changes to the contract made by or on behalf of the Supplier (via its employees) to the Purchaser are only binding if confirmed by the Supplier in writing within 8 (eight) days, or if the Supplier implements them in whole or in part within 8 (eight) days.

2.8 Each contract is concluded subject to the condition that the Purchaser proves to be financially reliable to the Supplier’s satisfaction for the fulfillment of the contract.

2.9 At or after the conclusion of the contract, the Supplier is entitled to request security from the Purchaser for the fulfillment of all payment and other obligations before making further deliveries.

2.10 The Supplier is entitled to appoint other persons for the execution of the contract if he deems it desirable or necessary for the proper execution of the order, with the costs for this being passed on to the Purchaser according to the provided pricing details. If possible and/or necessary, the Supplier will consult the Purchaser about this. If the Purchaser is a consumer, these costs will be agreed in advance.

2.11 The Supplier is entitled to deliver the goods by cash on delivery.

3.1 Unless explicitly agreed otherwise in writing, all prices are exclusive of VAT and ex warehouse.

3.2 Unless expressly stated otherwise, the price does not include:

1. Special import duties and/or other taxes and levies
2. Special packaging and/or packaging materials
3. Costs for loading and unloading, transport, and insurance

3.3 The prices are based on the cost prices valid at the time of the offer. If these cost prices have increased since the date of the offer due to increases in raw material prices, (auxiliary) materials, parts, transport costs, wages, insurance premiums, taxes, import duties, exchange rates, etc., the Supplier is entitled to pass on this price increase.

3.4 The provisions of the previous paragraph also apply if these cost-increasing factors were foreseeable at the time of contract conclusion.

3.5 If the price increase for an already concluded contract exceeds 15% of the agreed price, the Purchaser has the right to terminate the contract without judicial intervention by registered letter; in this case, they are obliged to pay proportionally for the goods already delivered or services already performed. The provisions of these Terms and Conditions remain fully applicable to this part.

3.6 If the Purchaser is a consumer, they have the right to withdraw if a price increase occurs under paragraph 3, unless the price increase occurs only three months after the contract was concluded; in this case, paragraph 5 applies accordingly.

3.7 Unless explicitly agreed otherwise in writing, the Purchaser is required to comply with the (minimum) selling prices set by the Supplier for the goods supplied by the Purchaser.

3.8 If the Purchaser breaches the provisions of the previous paragraph, the Supplier is entitled to terminate all (pending) delivery contracts without judicial intervention and to consider the contract terminated in accordance with Article 7, paragraph 1 under b, without prejudice to the other provisions of Article 7. Furthermore, all claims of the Supplier against the Purchaser become immediately due.

4.1 The specified delivery times are never to be considered as fixed dates. In the event of a delay in delivery, the supplier must be expressly put into default and given a final deadline for delivery.

4.2 The purchaser is obligated to accept the products when they are made available to them. If the purchaser refuses to accept the products when they are made available to them, or fails to provide the necessary information for delivery, the supplier is entitled to store the products at the expense and risk of the purchaser.

4.3 The purchaser is required to inspect the delivered goods (and their packaging) immediately upon delivery for any defects regarding the number of packages and visible damages, or to conduct such an inspection immediately after being notified by the supplier that the goods are available for pickup. Any defects discovered during the delivery regarding (the packaging of) the goods must be noted on the delivery note, invoice, and/or transport documents; otherwise, such complaints will no longer be processed. It is the responsibility of the purchaser to record all identified damages and defects on the carrier’s waybill when signing the acknowledgment of receipt so that the carrier cannot later rely on the signature of the purchaser as confirmation of the full receipt in good condition in the event of a complaint. In such cases, the supplier’s records are binding.

4.4 Furthermore, the purchaser is obligated to immediately verify whether the delivered goods meet the agreed quality and quantity and fulfill the agreed-upon requirements as per the parties’ agreement. Any visible defects must be reported to the supplier according to the procedure outlined in Article 9. Any hidden defects must be reported to the supplier immediately, and in any case within 14 (fourteen) days of discovery, in writing. The notification must contain as complete and detailed a description of the defect as possible to provide the supplier with an opportunity for a reasonable response. The purchaser must allow the supplier to inspect (or have it inspected) the complaint.

4.5 The purchaser may not use any product for which a defect has been identified. The purchaser is obligated to retain any product with a detected defect so that the supplier has the opportunity to investigate the defect. The obligation to retain the product ends when the complaint has been fully resolved by the supplier.

4.6 Minor deviations in terms of quality, quantity, color, execution, size, weight, etc., which are considered acceptable in trade or are technically unavoidable, shall never entitle the purchaser to reject a delivery.

4.7 The supplier is entitled to deliver in parts (partial deliveries), which the supplier may invoice separately. The purchaser is then obligated to pay in accordance with the provisions of Article 12.

4.8 The supplier’s obligation to deliver is considered fulfilled when the goods have been offered to the purchaser for acceptance. The acknowledgment of receipt signed by the purchaser or their representative is considered full proof of delivery.

4.9 In the event of non-acceptance by the purchaser, the travel, storage, and other costs shall be borne by the purchaser. After a period of four weeks, the supplier is entitled to privately sell these items. The costs of the private sale shall be borne by the purchaser, without prejudice to the supplier’s right to invoke the provisions of Article 7.3.

5.1 In the event of force majeure, including, but not limited to: strike, fire, destruction of goods during transport, water damage, governmental measures, damage during shipping or transport, export ban, war, mobilization, import or export barriers, and any other situations not attributable to the supplier that temporarily or otherwise prevent the fulfillment of the contract, the supplier is entitled, at their discretion, to either extend the delivery time by the duration of this obstacle or cancel the purchase to the extent they are affected by the obstacle.

5.2 If the obstacle lasts for no more than one month, the purchaser is not entitled to terminate the contract. If the obstacle persists for more than one month, the purchaser has the right to withdraw from the contract, provided this is done by registered letter and this letter reaches the supplier before the delivery of the purchased item.

5.3 The supplier is entitled to demand payment for the services rendered in the execution of the contract before the force majeure event occurred.

6.1 The delivered goods remain the property of the supplier until all (payment) obligations of the purchaser have been fulfilled.

6.2 The purchaser is not authorized to transfer the delivered goods as security or ownership to third parties. The purchaser may not allow third parties to use the delivered goods unless this is done in the course of their business operations.

6.3 In the event of resale of (still) unpaid goods by the purchaser, the purchaser hereby assigns the claim arising from such resale against their customer to the supplier, with each transfer being considered as (partial) payment.

6.4 The purchaser is obligated, at the supplier’s first request, to provide the necessary details of the resale so that the supplier can collect the owed amount directly from the purchaser’s customer. The amount paid by this customer to the supplier will be deducted from the total amount the purchaser owes to the supplier.

6.5 In the case of resale, the purchaser is obligated to enforce the same retention of title against their customer as per this article.

6.6 If the purchaser fails to meet any obligations towards the supplier under the contract, fails to do so in a timely manner, or if any other circumstance as per Article 7.1 occurs, the supplier is entitled to take back the delivered goods without prior notice or judicial intervention. The purchaser grants the supplier unconditional and irrevocable permission in advance to enter any premises where the supplier’s property is located and to all other places necessary for the retrieval of these products.

6.7 The purchaser must always do everything reasonably expected of them to secure the supplier’s ownership rights.

6.8 If the supplier has actually taken back the delivered goods, the contract will be dissolved in accordance with the provisions in Article 7.1.

6.9 The purchaser must immediately inform the supplier in writing if the goods delivered under retention of title are seized or if third parties claim rights to the goods delivered by the supplier, provided these are still the supplier’s property, or if any other circumstances as mentioned in Article 7.1 occur.

7.1 The supplier reserves the right to immediately terminate the contract(s) with the purchaser without judicial intervention or suspend their obligations under the contract if:

1. The purchaser is declared insolvent, applies for a payment deferral, is placed under guardianship, enters liquidation, or another circumstance arises that prevents the purchaser from freely disposing of their assets.
2. The purchaser fails to pay invoices (on time) or otherwise does not fulfill an obligation under this or any other contract entered into between the parties properly or on time.
3. After the contract has been concluded, circumstances arise that lead the supplier to reasonably believe that the purchaser will not fulfill their (payment) obligations.

7.2 In the event of suspension or termination of the contract as described above, all claims against the purchaser become immediately due, and the supplier is also entitled to claim full compensation, lost profit, and/or lost interest.

7.3 The item “lost profit” amounts to 25% of the agreed price unless the supplier proves otherwise.

7.4 The item “lost interest” will be calculated based on the applicable statutory interest rate.

7.5 If the supplier suspends or terminates the contract based on the provisions of this article, they are in no way obligated to compensate the purchaser for any resulting damages or costs.

8.1 All transport risks or risks concerning the goods to be delivered or delivered (such as the risk of loss, damage, or depreciation) shall pass to the purchaser from the moment the goods leave the supplier’s warehouse. This applies to both direct and indirect damages, even if the purchaser claims that the waybills, shipping addresses, etc., include a clause stating that all transport damages are at the sender’s expense and risk.

8.2 If the buyer is a consumer and it has been agreed that the goods will be delivered to his residence, the risk of the goods to be delivered or delivered will pass only upon actual delivery.

8.3 The method of transport, shipping, packaging, etc., will be determined by the supplier as a diligent business operator if no further instructions are given by the buyer. Any special requests from the buyer regarding transport and/or shipping will only be carried out if they are accepted by the supplier, and the buyer has agreed to bear the additional costs.

9.1 Complaints/objections about the delivered goods must be submitted in writing or by email to the supplier’s customer service department within 8 (eight) days of the buyer’s receipt of the goods.

9.2 Complaints about invoices must be submitted to the supplier within five days of the invoice date.

9.3 After the expiry of the period specified in 9.1 or 9.2, the delivery or invoice will be deemed accepted by the buyer. In this case, complaints will no longer be considered by the supplier.

9.4 Submitting complaints/objections does not release the buyer from their payment obligations, and the provisions of Article 12 remain unaffected.

9.5 For the purposes of these terms and conditions, each partial delivery is considered a separate delivery.

9.6 The buyer is not entitled to return goods without the supplier’s written consent.

9.7 If it turns out that a complaint is unfounded, the costs incurred by the supplier (such as investigation costs) will be borne by the buyer.

10.1 If the supplier is liable, this liability is limited to the extent specified in this provision.

10.2 Any potential liability of the manufacturer is also limited to the extent specified in this provision.

10.3 No warranty is provided for breakage damages.

10.4 If a product with a design, material, or manufacturing defect causes damage to persons or other property for which the supplier is liable, this liability is limited to the invoice amount of the order, or at least the part of the order to which the liability relates.

10.5 The supplier’s liability is, in any case, limited to the amount that his insurer pays in the specific case.

10.6 The supplier is only liable for direct damages. The supplier is never liable for indirect damages, such as consequential damages, lost profits, or lost savings.

10.7 The supplier is never liable for harmful consequences of the goods or services provided if it turns out that the buyer or user/consumer:

1. did not follow the instructions for use;
2. added other products to the product, which voids the purpose of the supplier’s product;
3. is allergic to the supplier’s product or reacts allergically to it;
4. did not store the product as required or used the product for purposes other than intended;
5. did not maintain the product properly;
6. consumed a non-consumable product;
7. used the product after the expiration date;
8. provided the supplier with incorrect and/or incomplete information, relying on which the supplier took action;
9. used the product even though the buyer knew it was defective.

10.8 The supplier is also never liable for harmful consequences caused by circumstances beyond the supplier’s control, such as extreme weather conditions.

10.9 The supplier is not liable for advice on which products to use or for other advice unless there is a separate consulting agreement with the buyer, in which the buyer actually provides compensation for the consulting activities carried out by the supplier. Should the supplier be liable for consulting services based on this provision, such liability is limited to the invoice amount for the consulting services provided.

10.10 If the buyer is a consumer, the supplier’s liability is governed by statutory provisions.

10.11 The above limitations of the supplier’s liability do not apply if damage is caused by intent or gross negligence on the part of the supplier.

10.12 After the warranty period has expired, all costs for repair or replacement are at the buyer’s expense.

11.1 Returns are not allowed without prior approval from the supplier. If they occur nonetheless, all associated shipping costs will be borne by the buyer. In this case, the supplier is free to store the goods at the buyer’s cost and risk (with third parties) or keep them available.

11.2 Non-accepted returns in no way release the buyer from their payment obligations.

11.3 Regarding the actual costs of returns or the costs arising from the supplier’s actions related to the return, unless proven otherwise, a detailed statement from the supplier will be binding for the buyer.

11.4 The costs and risks associated with the return are borne by the buyer, unless the return is due to the supplier’s fault.

12.1 Payment must be made by cash on delivery or by depositing or transferring to a bank account specified by the supplier within 8 (eight) working days after delivery or the invoice date. The payment date is considered the value date shown on the supplier’s bank statement.

12.2 If the invoice amount is not received by the supplier within 8 (eight) days, the buyer is automatically in default. The buyer then owes interest on the invoice amount at a rate of 1.5% per month, applicable during the buyer’s default, with the time counted in full months.

12.3 If payment is not received within 8 (eight) working days from the invoice date and legal actions are then taken against the buyer, they are obliged to pay the supplier the legal and extrajudicial debt collection costs, which amount to at least 15% of the payable amount. This includes a minimum amount of €125.00, regardless of any court costs the buyer may have to bear.

12.4 Payments made by the buyer or on behalf of the buyer first cover costs and interest and then settle the oldest outstanding invoices, even if the buyer indicates that the payment relates to a later invoice.

12.5 If the buyer is in default of payment for a partial delivery, the supplier is entitled to suspend any further delivery orders for the period during which the buyer leaves an outstanding (partial) invoice unpaid, without prejudice to the supplier’s right to finally terminate deliveries after a default notice and to demand payment for what the supplier is entitled to at that time, without prejudice to the supplier’s right to claim damages under the provisions of Article 7.2.

12.6 If the buyer is a consumer, the payment and collection of the invoice provided by the supplier are governed by statutory provisions.

12.7 The supplier is entitled to request an advance payment from the buyer before delivering the products related to that advance payment.

13.1 The buyer is not permitted to transfer his rights and/or obligations arising from the contract with the supplier.

13.2 Notwithstanding the provisions in paragraph 1, a transfer of rights and/or obligations is only possible if the buyer informs the supplier and obtains the supplier’s explicit written consent.

14.1 Dutch law applies to contracts concluded with the supplier, even if the party involved in the legal relationship resides abroad. The applicability of the Vienna Sales Convention is excluded.

14.2 For the interpretation of international trade clauses, the “Incoterms” of the International Chamber of Commerce in Paris (I.C.C.) in their latest version apply.

14.3 All disputes arising from contracts between the supplier and the buyer will be decided exclusively by the competent court in Almelo, Netherlands, unless the district court in the Netherlands is competent for such disputes.