The general terms and conditions of sale of FluorTech B.V in Heerhugowaard dated 1 January 2021.
1.1. These terms and conditions apply to all offers made by a company belonging to Unlimited Spare Parts International Group, to all agreements concluded by it (purchase/sale agreements and agreements for the delivery of goods and the provision of services) and to all agreements arising therefrom, insofar as the company is a supplier or seller of goods or services.
1.2. The company that uses these terms and conditions is referred to as the seller. The other party is referred to as the buyer.
1.3. In the event of any conflict between the content of the agreement concluded between the Seller and the Buyer and these General Terms and Conditions of Sale, the provisions of the agreement shall prevail.
1.4. These General Terms and Conditions may only be applied by companies belonging to the Unlimited Spare Parts International Group
1.5. Changes to agreements and deviations from these General Terms and Conditions of Sale shall only be effective if they have been confirmed in writing by the Seller to the Buyer. Otherwise, these General Terms and Conditions of Sale shall remain in force.
1.6. These terms and conditions shall, insofar as necessary, also apply mutatis mutandis to all agreements or clauses in agreements relating to maintenance, installation and repair work in the broadest sense of the word, including the supervision of persons performing such work.
1.7 These terms and conditions have been drawn up in the English language. In the event of any inconsistency between the English version of these terms and conditions and any translations thereof, the English version shall prevail.
2.1 All offers are without obligation. The seller has the right to revoke its offer within two working days if acceptance of the offer has reached the seller.
2.2. In the absence of prior written acceptance of an order, an agreement shall be concluded on the basis of the fact that the Seller fulfils all or part of the Buyer’s request for delivery or on the basis of the fact that the Seller sends an invoice to the Buyer who has requested delivery.
2.3. If the Buyer provides information to the Seller, the Seller may rely on the accuracy and completeness of this information and will base its offer on it.
2.4. The prices stated in the offer are in EURO and exclude sales tax and other levies or national taxes. The prices do not include the costs of travel, accommodation, packaging, storage, assembly and transport, nor the costs of loading, unloading, commissioning and cooperation in completing customs formalities.
2.5. The Seller is not liable for minor errors and deviations in the images, drawings, measurements and weights, offers and/or order confirmations provided by it, unless these have serious consequences for the proper functioning of the goods or services delivered. The prices and dimensions stated in the Seller’s general price lists or advertising material are not binding and are for information purposes only.
2.6. Verbal commitments are not binding on the Seller unless confirmed in writing by the Seller.
2.7. The Buyer cannot derive any rights from advice and information provided by the Seller that is not directly related to the agreement.
2.8. The Buyer indemnifies the Seller against any claims from third parties relating to the use of advice, drawings, calculations, designs, materials, brands, samples, models and suchlike provided by or on behalf of the Buyer. The Buyer indemnifies the Seller against all damage suffered by them, including all costs of defending against these claims.
3.1. All information provided by or on behalf of the Seller to the Buyer (such as offers, designs, images, drawings and know-how) of any nature and in any form whatsoever is confidential and will not be used by the Buyer for any purpose other than the performance of the obligations under the agreement. The information provided remains the property of the Seller and may not be disclosed, copied, reproduced or made available to third parties without the express consent of the Seller. In the event of a breach of these provisions, the Buyer shall owe the Seller an immediately payable penalty of EUR 25,000 per breach. This penalty may be claimed regardless of any compensation under applicable law.
The Buyer is obliged to return or destroy the information referred to in paragraph 1 of this article at the Seller’s first request, within the period set by the Seller, at the Seller’s discretion. In the event of a violation of this provision, the Buyer shall be obliged to pay the Seller an immediately payable penalty of EUR 1,000 per day. This penalty may be claimed regardless of any compensation under applicable law.
4.1. The specified delivery date or delivery period is provided for reference purposes only.
4.2. The delivery date or execution period shall only commence after all commercial and technical details have been agreed, the agreed (instalment) payment has been received and the other Conditions for the execution of the agreement have been met.
4.3. In the event of:
– circumstances other than those known to the seller at the time of specifying the delivery time or execution period, the delivery time or execution period will be extended by the time that the seller, taking into account its plans, needs in these circumstances to execute the agreement
– additional work: the delivery time or period of performance shall be extended by the time that the seller, taking into account its plans, needs under these circumstances to deliver the materials and parts (or have them delivered) and to carry out this additional work;
– Suspension by the seller of the fulfilment of obligations, delivery date or term of fulfilment shall be extended by the time that the seller, taking into account its plans, needs to fulfil the agreement after the cause of the suspension has been removed.
4.4. Unless the buyer can prove otherwise, an extension of the delivery time or performance period shall be deemed necessary and resulting from one of the situations described in Article 4.3(a), (b) and/or (c).
4.5. The Buyer is obliged to bear the costs incurred or damage suffered by the Seller as a result of a delay in delivery or during the performance period referred to in paragraph 3 of this article.
4.6. Exceeding the delivery date or performance period shall in no case entitle the buyer to compensation or termination of the agreement. The buyer indemnifies the seller against any claims from third parties in connection with exceeding the delivery time or performance period.
5.1. Delivery takes place at the moment that the Seller makes the goods available to the Buyer at its premises and informs the Buyer that the goods have been made available. Until that moment, the Buyer bears the risk relating to storage, loading, transport and unloading of goods, among other things.
5.2. The Seller and the Buyer may agree that the Seller will organise the transport. In that case, the risk of, among other things, storage, loading, transport and unloading is also borne by the Buyer. The Buyer may insure itself against these risk factors. Liabilities towards third parties do not affect this and are deemed to have arisen in the interest and at the expense of the Buyer.
5.3. For shipments within the Netherlands, the Seller will charge a fee for administration, packaging and shipping. Deliveries abroad are entirely at the expense of the Buyer. The Seller has the right to make the delivery cash on delivery.
5.4. Additional transport costs will be charged for express deliveries. In the case of courier services, the transport costs will be charged in full.
5.5. If carriage paid delivery to the address specified by the Buyer has been agreed, the Buyer shall ensure that the Seller’s shipments are unloaded immediately and that there is good access to the unloading location. If the Buyer does not unload the shipments immediately after delivery and/or does not have a sufficiently accessible unloading location, it shall be liable to the Seller for all costs arising from or related to this.
5.6. The Seller does not accept return packaging.
5.7. In the case of a call-off contract, the Buyer must call off the goods to be delivered in separate parts, taking into account the term specified in the agreement. Failure to do so will result in the Buyer being in default without notice of default being required.
5.8. In the event of an exchange and the Buyer retains the goods to be exchanged pending delivery of new goods, the risk associated with the goods to be exchanged shall remain with the Buyer until the Seller takes possession of them. If the Buyer is unable to deliver the goods to be exchanged in the condition they were in when the agreement was concluded, the Seller shall be entitled to terminate the agreement.
6.1. The selling price quoted by the Seller is based on the purchase price and other cost-determining factors. The Seller may transfer to the Buyer the risk of an increase in cost-determining factors, including changes that cause an increase or decrease in costs, which have occurred after the conclusion of the agreement. The Buyer shall pay the equivalent of the price increase at the Seller’s first request.
6.2. Without prejudice to the general scope of this article, it applies in particular to changes in customs duties on import or export and other duties or taxes that have occurred after the order confirmation has been sent, and to changes in the exchange rate of the EURO against the foreign currency in which the Seller purchased the goods.
6.3. The sale price does not include the services offered by the Seller on site or at its own premises in relation to the maintenance of the delivered products (including, in any case, the collection, sharpening and return of the knives). The Seller and the Buyer shall make separate agreements for these services based on the specific maintenance work required for the product.
7.1. The Seller shall not be liable for any failure to fulfil its obligations if this failure is the direct or indirect result of force majeure.
7.2. Force majeure includes circumstances in which the Seller and third parties engaged by the Seller, such as suppliers, subcontractors and carriers or other entities on which the Seller depends, do not or do not timely fulfil their obligations as a result of administrative measures or regulations, weather conditions, natural disasters, martial law, terrorism, cybercrime, technical failure of means of transport, disruption of the digital infrastructure, unusually high absenteeism due to illness, (labour) strikes, industrial or commercial disputes, exclusions, seizure, fire, explosion, power failure, loss, theft or loss of tools, materials or information, traffic obstructions or work interruptions, import or trade restrictions, pandemics/epidemics or other circumstances beyond the control of the defaulting party, if and insofar as the aforementioned circumstances prevent the defaulting party from performing the agreement properly and on time and that party had no reasonable influence on this.
7.3. The Seller is obliged to suspend the fulfilment of its obligations if it is temporarily unable to fulfil its obligations towards the Buyer as a result of force majeure. In the event of force majeure, the Seller must fulfil its obligations as soon as its schedule allows.
7.4. If force majeure occurs and the performance of the agreement is or becomes permanently impossible, or if a temporary situation caused by force majeure lasts longer than 3 months, the Seller has the right to terminate the agreement in whole or in part with immediate effect. In such cases, the Buyer shall be entitled to terminate the agreement with immediate effect, but only for that part of the obligations that has not yet been fulfilled by the Seller.
8.1. The purchase prices do not include the costs of installation and commissioning.
8.2. If the Seller has undertaken to install and, where applicable, commission the products sold, they shall only be responsible for the functioning of these products if: the assembly and commissioning are carried out in accordance with their instructions, but they have the right to assign the management of the work to an installer. Travel expenses and costs for accommodation, meals, etc. are at the expense of the Buyer;
The conditions (in the broadest sense of the word) at the location where the installation and commissioning are to take place do not cause any hindrance and the machines for assembling products and/or parts are correctly installed and connected.
8.3. All additional work shall be carried out at the Buyer’s expense. Furthermore, the Buyer shall provide the necessary service in the form of personnel and auxiliary materials at its own expense.
8.4. If, due to circumstances beyond the Seller’s control, the installer is unable to proceed with proper installation and commissioning, the resulting costs shall be borne by the Buyer.
9.1. In the event of breaches (attributable shortcomings) attributable to the Seller, the Seller shall remain obliged to fulfil its contractual obligations, with due observance of the provisions of Article 10.
9.2. The Seller’s obligation to pay compensation, on whatever grounds, is limited to the damage against which the Seller is insured under an insurance policy taken out by or on behalf of the Seller. However, the extent of this obligation may never exceed the amount paid out under this insurance.
9.3. The Seller is not obliged to consider complaints that are not submitted to it in writing with regard to the invoice within the payment term of that invoice or within two working days after the date of receipt of the goods, and if the Buyer could not reasonably have discovered the defect earlier, within eight days after the date of discovery of the defect.
9.4. If the Buyer complains about the quality of the delivered goods, it must ensure that the Seller is able to inspect the delivered goods and, if possible, take samples, otherwise the Buyer will lose the right to claim proper performance of the agreement or replacement compensation.
9.5. In the event of damage resulting from a demonstrable manufacturing defect in the goods, the Seller shall be liable to the Buyer for damage to the goods delivered by the Seller, provided that the defects are reported immediately after discovery and, if requested by the Seller, the goods in question are returned immediately by means of the paid transport service. In case of doubt about a possible manufacturing defect, the Seller shall (only after consultation with the Buyer) appoint an independent expert if necessary. The costs associated with such expertise shall be borne by the Buyer, unless the expertise shows that obvious manufacturing defects have actually caused damage.
9.6. No claims may be made against the Seller for damage resulting from incorrect or improper use or processing of the goods by the Buyer or its authorised representatives.
9.7. The seller accepts liability for indirect damage suffered by the buyer as a result of an obvious and attributable failure to fulfil their obligations, if and insofar as this liability is covered by their insurance, up to the amount paid out by the insurance company. If, for any reason, the insurer does not pay out, the liability is limited to twice the invoice amount, with a maximum payout of EUR 2,500.00 (in this case, the invoice amount is understood to mean the value of the goods delivered by the Seller “that caused the damage”, calculated according to the content of the obligation in question). Contrary to the provisions of this paragraph, the Seller shall not be liable for exceeding the delivery period (with due observance of the provisions of Article 4.1) as a result of a change in circumstances and for damage resulting from a lack of cooperation, information or materials on the part of the Buyer.
9.8. Damage to goods to be processed by the Seller at the Buyer’s request shall not give rise to an obligation to compensate for these goods. Only if the damage is caused by demonstrable negligence and/or carelessness on the part of the Seller will the latter be liable for compensation. This compensation applies only to processed goods and is based on the value of the goods at the time of purchase, less depreciation based on the average shelf life of such goods. See paragraph 9.5 in case of doubt.
9.9. Without prejudice to the provisions of paragraphs 3, 4 and 6 of this article, any liability on the part of the Seller shall at all times be limited to the repair of the defective goods free of charge, the replacement of those goods or parts thereof, at the Seller’s discretion.
9.10 In the event of claims by third parties against the seller in respect of or in connection with (untimely, defective or incorrect) delivery or operation of the goods, the seller’s liability shall be as described in paragraphs 4, 5, 6, 7 and 8 of this article. The buyer releases the seller from any further liability towards this person or third parties.
9.11 No compensation shall be payable for:
consequential damage, including but not limited to damage resulting from downtime, loss of production, loss of profit, fines, transport costs, assembly costs and travel and accommodation expenses;damage to the entrusted items, including but not limited to damage caused by or during the performance of the work, to the items on which the work is being performed or items located in the vicinity of the place where the work is being performed
The Buyer may insure itself against this damage, if possible.
9.12. The Seller is not liable for damage to materials supplied by or on behalf of the Buyer resulting from improper processing thereof
9.13. The Buyer indemnifies the Seller against claims from third parties for liability for defects in a product delivered by the Buyer to a third party and which is (partly) manufactured from products and/or materials supplied by the Seller. The Buyer shall compensate the Seller for any damage suffered, including the (full) costs of legal assistance.
10. 1. Unless otherwise agreed in writing, the Seller guarantees the proper performance of the agreed service for a period of 6 months, based on normal use, after delivery or completion of the work, as further specified in the following paragraph of this article.
10.2. If the parties have agreed on different warranty provisions, the provisions of this article shall apply in full, unless they conflict with these different warranty provisions.
10.3. If the goods are made specifically for the Buyer, the Seller reserves the right to deliver a higher or lower quantity
10.4. If the agreed work has not been performed properly, the Seller shall decide within a reasonable period of time whether it will (I) perform the work properly after all, or (II) deliver a replacement product, or (III) repair the defects in such a way that the work does comply with the agreement, or (IV) terminate the agreement, or (V) reduce the fee owed by the Buyer for the performance of the order by a proportionate amount.
10.5. The Seller shall determine the manner and date of delivery. The Buyer shall, regardless of the circumstances, give the Seller the opportunity to do so. If the Seller decides to perform the work properly, it shall determine the manner and date of delivery. If the agreed work (also) includes the processing of materials supplied by the Buyer, the Buyer shall supply new materials at its own expense and risk.
10.6. Parts or materials repaired or replaced by the seller shall be sent to the seller by the buyer.
10.7. The buyer shall be responsible for: any transport or shipping costs; disassembly and assembly costs, travel and accommodation costs and other travel-related costs.
10.8. The seller is only obliged to fulfil its warranty obligations if the buyer fulfils all of its obligations.
10.9. The warranty does not apply to defects resulting from: normal wear and tear; incorrect or improper use; modifications; failure to perform maintenance or performing it incorrectly; installation, assembly, modification or repair by the Buyer or by third parties; defects in the goods or the unsuitability of the goods provided or recommended by the Buyer; defects or unsuitable materials or tools used by the Buyer.
10.10. No warranty is provided with regard to: the delivered goods that are not brand new at the time of delivery; inspection and repair of the Buyer’s goods; parts for which a manufacturer’s warranty has been provided.
10.11. The provisions of paragraphs 4 – 10 (inclusive) of this article apply mutatis mutandis to any claim by the Buyer for breach of contract, non-performance, non-conformity with the agreement or any other claim.
11.1. The Buyer is obliged to notify the Seller in writing of any complaints about the invoice within the payment term, on pain of forfeiture of all rights. If the payment term exceeds 14 days, the Buyer must submit any complaints or claims no later than 14 days after the invoice date.
11.2. Complaints about the quantity or externally visible defects of the delivered goods must be reported to the Seller in writing within 2 working days of receipt of the goods, failing which the Buyer loses the right to claim proper performance of the agreement or replacement compensation.
11.3. Without prejudice to the provisions of Article 11(2), the Buyer shall not be entitled to invoke a defect in performance if it has not notified the Seller of the defect in writing within 8 days of the date on which it discovered the defect or the time at which it should reasonably have discovered it, in which case the Buyer loses the right to claim proper performance of the agreement or substitute compensation.
11.4. The buyer must check the goods immediately after delivery for visible defects and quantities. Unless proven otherwise, signing the consignment note or the consignment note with a protocol of reservation serves as proof that the goods have been delivered in the correct quantity and free of defects.
12.1. After the expiry of the delivery and/or performance period, the buyer is obliged to actually take delivery of the goods that form the subject of the agreement at the agreed location.
12.2. The buyer shall cooperate fully and free of charge to enable the seller to complete the delivery.
12.3. Goods that are not accepted will be stored at the buyer’s expense and risk.
12.4. In the event of a breach of the provisions of paragraphs 1 and/or 2 of this article, the buyer shall owe the seller a penalty of EUR 250 per day per breach, up to a maximum of EUR 25,000. Payment of this penalty may be claimed independently of any claim for damages under applicable law.
13.1. Payment must be made at the Seller’s registered office or to the bank account specified by the Seller within 14 days of the date of issue of the invoice (unless a different term is specified on the invoice or order confirmation). If this term is exceeded, the Buyer will be in default without prior notice being required to remedy the default.
13.2. The Seller shall be entitled to demand the following payments at any time:
13.3. The Seller shall at all times be entitled to require the Buyer to pay these advances or to provide another form of security for the fulfilment of its obligations under the agreement. The costs associated with this shall be borne by the Buyer.
13.4. If the Buyer fails to meet its payment obligations, it shall be obliged, instead of paying the agreed amount, to comply with any request by the Seller to suspend payment.
13.5. The Buyer’s right to set off or suspend its claims against the Seller is excluded, unless the Seller has been declared bankrupt, is subject to statutory debt restructuring, or is in suspension of payments.
13.6. Regardless of whether the seller has fully performed the agreed work or not, all amounts owed or to be owed to the seller by the buyer under the agreement shall become immediately due and payable in the event that:
the payment term has been exceeded;
the buyer has not fulfilled its obligations as referred to in Article 12
proceedings for the buyer’s bankruptcy or suspension of payments have been instituted
the buyer’s assets or claims have been seized
the Buyer (a company) is dissolved or (partially) liquidated
13.7. If the Buyer fails to fulfil its obligations under this or any other agreement, or fails to do so in a timely or proper manner, as well as in the event of the Buyer being declared bankrupt, applying for a moratorium on payments or the Buyer being declared bankrupt, or deciding to (partial) suspension of business activities or taking measures to that effect, or if they proceed to liquidate their business, or if any enforceable attachment is imposed on them, the Buyer shall be deemed to be in default by operation of law and the Seller shall be entitled, without having to remedy the defaults and without judicial intervention, at their discretion, to collect or have collected, jointly or severally,
goods already delivered for which the Buyer has not yet paid, from the place where they are located and/or;
to refrain from fulfilling any or all of their obligations towards the Buyer, regardless of the reason for which they would be obliged to do so and/or;
even if otherwise agreed, to demand cash payment in respect of the fulfilment of any of their obligations and/or;
to terminate the agreement(s) in whole or in part, to declare them null and void accordingly, without any obligation on the part of the Seller to pay compensation, to provide security or to fulfil any other obligation.
13.8. In the event of a delay in the payment of a certain amount, the Buyer shall be obliged to pay the Seller interest on that amount, calculated from the day following the date agreed as the payment term up to and including the date of payment of that amount by the Buyer. If the parties have not agreed on a payment term, interest shall be payable 30 days after the payment term. It is assumed that the discount rate applicable to bills of exchange at Dutch banks on the payment term will be increased by 3.5%. For the calculation of interest, each month that has already commenced will be counted as a full month. At the end of each year, the amount on which interest is calculated will be increased by the amount of interest due for that year.
13.9. The Seller is entitled to set off its claims against the Buyer against what the Buyer owes to companies affiliated with the Seller. The Seller is also entitled to set off the amounts it is owed by the Buyer against the claims that companies affiliated with the Seller have against the Buyer. In addition, the Seller is entitled to set off its claims against the Buyer against claims against companies affiliated with the Buyer. Affiliated companies are understood to mean companies belonging to the same group within the meaning of Section 2:24b of the Dutch Civil Code and participating entities within the meaning of Section 2:24c of the Dutch Civil Code.
13.10. If the Buyer fails to fulfil its payment obligations under the agreement, the Buyer shall, if the Seller instructs a third party to collect payment from the Buyer, owe 15% of the invoice equivalent of the collection costs, which amount shall be increased by contractual default interest and shall not be less than EUR 75, without prejudice to the Seller’s right to claim full compensation if the collection costs exceed 15% of the invoice equivalent, plus contractual default interest.
13.11. If the Seller is wholly or partially vindicated in legal proceedings, all costs incurred in connection with these proceedings shall be borne by the Buyer.
14.1. Regardless of the agreed payment terms, the Buyer is obliged to provide sufficient security for payment at the Seller’s first request and at the Seller’s discretion. If the Buyer fails to comply with this obligation within the specified period, the Buyer will be deemed to be in default. In that case, the Seller is entitled to terminate the agreement and claim damages from the Buyer.
14.2. The Seller remains the owner of the goods to be delivered and delivered until the Buyer has fulfilled its obligations towards the Seller under any agreement concluded between them; pays the claims arising from the failure to fulfil the obligations under one of the aforementioned agreements, such as compensation, contractual penalties, interest and costs.
14.3. As long as these items are subject to retention of title, the buyer is not entitled to encumber them or dispose of them beyond the scope of normal business operations. As long as the seller remains the owner of the delivered items pursuant to the above provisions, the buyer may not dispose of them, including by establishing a right of pledge on those items for the benefit of third parties. If the buyer nevertheless sells the items or establishes a right of pledge/security interest in the items for the benefit of third parties, the funds or claims obtained through the sale or the right of pledge will be returned to the seller. This clause has property law effect.
14.4. After the retention of title has been invoked, the Seller is entitled to take back the delivered goods. The Buyer shall cooperate fully in this regard.
14.5. If, after the Seller has delivered the goods in accordance with the agreement, the Buyer has fulfilled its obligations, the retention of title to these goods will be updated in the event that the Buyer fails to fulfil its obligations under a later agreement.
14.6. The Seller has a right of pledge and a right of retention on all goods of the Buyer that the Seller has or will receive and on all claims that it has or will have against the Buyer in the future.
15.1. All intellectual property rights to goods or services supplied by the Seller, including but not limited to: products, offers, drawings or other documents, are expressly reserved by the Seller, unless the parties agree otherwise in writing. The Buyer is not entitled to sub-license or otherwise disclose, reproduce, exploit, use or make available to third parties this information, unless the Seller has given its prior written consent.
15.2. The Seller shall not transfer any intellectual property rights to the Buyer under the agreement.
15.3. If the service to be provided by the Seller consists (in part) of the delivery of software, the source code will not be transferred to the Buyer. The Buyer shall obtain a non-exclusive, worldwide and perpetual licence to use the software, exclusively for the normal use and proper functioning of the goods. The Buyer shall not be entitled to transfer a licence or grant a sub-licence. If the Buyer sells the goods to a third party, the licence shall automatically be transferred to the party purchasing the goods.
15.4. The Seller is not liable for any damage suffered by the Buyer as a result of infringement of third-party intellectual property rights. The Buyer indemnifies the Seller against all claims from third parties relating to the infringement of intellectual property rights.
16.1. The Buyer is not entitled to transfer or secure any rights or obligations under any of the articles of these General Terms and Conditions of Sale or the underlying agreement(s) without the prior written consent of the Seller. This clause is effective under property law.
17.1. The Buyer is not entitled to terminate or cancel the agreement unless the Seller agrees to this. In the event of the seller’s consent, the buyer is obliged to pay the seller immediately payable compensation amounting to the agreed price, less any savings resulting for the seller from the termination of the agreement. The compensation shall be at least equal to 20% of the agreed price.
17.2. If the price has been determined on the basis of the actual costs to be borne by the seller (the price determined on the basis of own costs), the compensation referred to in the first paragraph of this article shall be estimated as the sum of the costs that the seller would be deemed to bear in the execution of the entire order, working hours and their profit.
17.3. Correctly delivered products from the Seller will only be taken back if the Seller has agreed to take them back after prior consultation on the matter. The Seller applies the following criteria, among others, with regard to this consent: The packaging is not damaged; The goods have not been assembled; The goods do not consist of parts; The goods are electronic goods, sensors or accessories (such as cables, connectors, etc.); The Buyer shall bear the costs of transport and/or return shipment and guarantee payment thereof; The order/return shipment is for an amount exceeding EUR 46.00; The goods are products intended for everyday use, at the Seller’s discretion; The products are not special or customised products; No more than one month has passed since the products were delivered. Returns will be processed after deduction of administration costs of 20% of the net invoice value if and as long as the Seller has agreed to the return of the products and payment has been made.
18.1. If the Buyer fails to fulfil its obligations under the agreement or fails to do so on time, the Seller has the right to terminate the agreement in whole or in part in writing, without prejudice to its right to claim compensation and to suspend the performance of its obligations.
18.2. If the Seller fails to fulfil its obligations under the agreement through no fault of its own, it shall be entitled to suspend or amend the performance of the agreement without being liable to pay any compensation to the Buyer. Only if the suspension referred to in this provision lasts longer than 60 days shall the Buyer be entitled to terminate the agreement in writing.
18.3. If the Buyer fails to fulfil its obligations under the agreement through no fault of its own, it shall be entitled to terminate the agreement if and insofar as it compensates the Seller for the damage caused by the termination of the agreement.
19.1. These Terms and Conditions and any agreements concluded on the basis of these Terms and Conditions are governed by Dutch law.
19.2. The United Nations Convention on Contracts for the International Sale of Goods (C.I.S.G.), or any other international regulation whose exclusion is permitted, does not apply.
19.3. All disputes shall be settled by the Dutch civil court with jurisdiction in the place of business of the Seller. The Seller may decide not to follow the rules of jurisdiction and to apply the rules of jurisdiction applicable under the law.
20. These Terms and Conditions have been drawn up in the English language. In the event of any discrepancies between the English version of these Terms and Conditions and any translations thereof, the English version shall prevail.
