General conditions of sale and delivery
1. Applicability

Article 1.1. All our offers, quotations, agreements, deliveries and services are subject to the following conditions. Unless otherwise agreed with the other party, hereinafter referred to as buyer. Any terms and conditions of the buyer shall not apply, unless expressly accepted by us in writing.

2. Offers

Article 2.1. Our offers are without obligation. Offers shall be valid for a period of thirty days, unless stated otherwise. If the Customer accepts an offer made by us without engagement, we shall nevertheless be entitled to revoke the offer within eight working days after receipt of the acceptance. The prices mentioned in the offer are exclusive of VAT, unless stated otherwise.
Article 2.2. We reserve intellectual property rights to all information and data provided with our offers.
Article 2.3. Changes in the range and composition of the products are reserved.

3. Conclusion of agreements

Article 3.1. Agreements shall only be binding upon us after our written confirmation or as soon as we make delivery.
Article 3.2. Supplements and amendments to the agreement shall be effective to the extent agreed in writing.

4. Dissolution of agreement

Article 4.1. We shall be free to demand security for payment from the Customer. If the required security is not provided, we reserve the right to suspend our deliveries or dissolve the agreement.
Article 4.2. Without prejudice to the customer's existing payment obligations, the agreement shall be dissolved without judicial intervention and without any notice of default being required, at the time the customer is declared bankrupt, applies for a provisional suspension of payments or loses the power of disposition of his assets or parts thereof as a result of attachment, receivership or otherwise. The customer is hereby liable for any damages suffered by us as a result, including transport, storage and insurance costs.

5. Dispatch

Article 5.1. Shipment of the goods shall take place at our risk and expense. For a delivery order with an invoice value up to the franc amount, the shipping costs shall be borne by the customer.
Article 5.2. The shipment of the goods shall take place in the way which seems most convenient to us.
Article 5.3. Should the buyer require a different mode of dispatch, the extra costs involved shall be borne by the buyer.

6. Delivery

Article 6.1. We reserve the right to charge certain costs for orders below a certain invoice value. These may include administration, order handling and/or freight costs.
Article 6.2. If the goods to be delivered are not collected and/or accepted by the buyer upon first presentation, the goods will be stored at his expense and risk. We shall then be entitled to charge costs.
Article 6.3. We reserve the right to deliver the sold goods in parts. In such case, the delivery of any part shall be considered an independent whole and the invoice amount for each partial delivery shall be payable separately.

7. Changing packaging

Article 7.1. Subject to the provisions of the Commodities Act applicable to the delivered goods, we are entitled to deliver the goods in modified packaging and/or units.
Article 7.2. The buyer is not allowed to repackage the delivered goods or to sell these goods in packaging other than that delivered by us.

8. delivery time

Article 8.1. If a delivery time has been agreed, it does not concern a deadline, unless explicitly agreed otherwise.
Article 8.2. If delivery is not made on time, the Customer must give Us written notice of default.

9. Detection of defects

Article 9.1. The buyer Is obliged to check whether the delivered goods correspond with his order or assignment.
Article 9.2. The buyer is obliged to check the delivered goods and the packaging for any shortcomings or visible damage immediately upon delivery.
Article 9.3. The buyer is obliged to take measures to minimise the damage resulting from defects in the delivered goods. In doing so, the buyer shall take into account our interests and follow our instructions to the best of his ability.

10. Complaints regarding deliveries

Article 10.1. Complaints about deliveries must be reported to us within 24 hours of receipt, stating reasons.
Article 10.2. Complaints about articles with non-visible defects, of which the buyer could reasonably have discovered the defect, must be reported to us within eight days after discovery, stating reasons.
Article 10.3. Complaints about invoices must be reported to Us no later than the due date.
Article 10.4. After expiry of the periods mentioned in Articles 10.1 to 10.3, the customer shall be deemed to have found the goods delivered and/or invoices issued in order.
Article 10.5. The goods to which the complaints relate must be kept at our disposal.
Article 10.6. The goods, to which the complaint refers, can only be replaced after they have been returned to us.
Article 10.7. If the complaint about the delivery is deemed founded by us, the goods shall only be taken back if and insofar as the goods are in the packaging and in the condition in which they were delivered.
Article 10.8. If the complaint is deemed founded by us, we reserve the right to repair any defect.
Article 10.9. If the complaint about a delivery is deemed well-founded by us, the buyer is only entitled to credit up to at most the invoice value of the delivered products or replacement or supplementation of the purchased goods. There is no right to compensation.
Article 10.10. Complaints do not dissolve the purchase agreement. They do not give the buyer the right to withhold or suspend payment, even in the event that we have reasonably accepted the complaint and crediting, replacement, supplement or redelivery will take place.
Article 10.11. Complaints can never, not even when timely reported, give cause to suspend payment of previous deliveries or deliveries yet to take place or to cancel the agreement.

11. Return shipments

Article 11.1. Apart from the cases stipulated in article 10, we are not obliged to take back goods delivered to the customer. Return shipments, which have been made in violation of the aforementioned, will be held in deposit by us at the expense and risk of the buyer.
Article 11.2. Return shipments - after well-founded complaint - shall be at the Customer's expense and risk, unless explicitly agreed otherwise.

12. Payment

Article 12.1. All invoice amounts must be paid net in cash, within 14 days of the invoice date, unless otherwise agreed in writing.
Article 12.2. If payment is not made within the period of thirty days after the invoice date, or a part thereof is not paid, statutory interest shall be charged on the amount to be claimed.
Article 12.3. We reserve the right at or after entering into the agreement, before performing, to require the customer to pay the amount due for the goods to be delivered in advance.
Article 12.4. If the Customer fails to fulfil one or more of his obligations under the agreement, all extrajudicial collection costs to be incurred by us shall be borne by the Customer. In that case, we shall charge the Customer the costs in accordance with the collection rate applied by the Netherlands Bar Association.
Article 12.5. If we are compelled to conduct legal proceedings, we shall be entitled to recover the related legal costs, increased by reasonable costs for legal assistance, from the customer.
Article 12.6. If we are forced to file for the customer's bankruptcy, the customer shall owe all costs for filing for bankruptcy.
Article 12.7. If there is a suspension of payments, bankruptcy, liquidation or insolvency of the Purchaser, any claim by us on the Purchaser shall be immediately due and payable in full.
Article 12.8. All payments made by the Purchaser shall always serve to settle all interest and costs due and subsequently those claims that have been outstanding the longest. This also applies if the buyer states that the payment relates to a more recent invoice.

13. Retention of title

Article 13.1 As long as the invoice amount and any interest and additional collection costs relating to the delivered goods have not been paid in full, the goods shall remain our property and we shall be entitled to remove them or have them removed from the customer's premises. The customer undertakes to cooperate fully in this respect.
Article 13.2. The customer undertakes to cooperate with all reasonable measures which we wish to take to protect our right of ownership and which do not unreasonably interfere with the customer's normal business operations.
Article 13.3. In case of resale of goods not (yet) paid for, the customer is obliged to cooperate in assignment. The buyer is obliged to make the same retention of title towards his customer.

14. Liability

Article 14.1. Our liability is limited to the net invoice amount. The limitation covers both the defects of the delivered product itself and consequential damage, trading loss and all other forms of damage.
Article 14.2. The limitations of liability do not apply insofar as the damage is the result of intent or gross negligence on our part, as proven by the customer.
Article 14.3. Our liability concerning the delivery lapses if the buyer has not complained within the set periods.
Article 14.4. Our liability shall also lapse if the buyer has not acted in accordance with the instructions and instructions for use, as stated by us on the delivered goods, or, if the goods have been repackaged or supplied in a condition other than the original.
Article 14.5. If the customer is a consumer, the statutory provisions of Title 3 of Book 6 of the Civil Code (Product Liability) shall apply to liability.

15. Force majeure

Article 15.1. Circumstances beyond our will and control of such a nature that fulfilment or further fulfilment of the agreement cannot reasonably be required of us shall be considered force majeure and shall entitle us to suspend or cancel the agreement and/or to delay deliveries, without being obliged to pay any compensation.
Article 15.2. Force majeure also includes: strikes in companies other than our company, wildcat strikes or political strikes in our company, a lack of necessary raw materials and other items or services required for the realisation of the agreed performance, as well as unforeseeable stagnation at suppliers or third parties on which we depend and general transport problems.

16. Trademarks and trade name

Article 16.1. Unless with our written consent and on our instructions, the customer may not use our trade names, brands and packaging used by us in trade.
Article 16.2. The Purchaser shall be obliged to scrupulously follow our instructions regarding the use of the trade names, brands and packaging used by us.
Article 16.3. All rights arising from intellectual and industrial property shall remain vested in Us.

17. Applicable law

Article 17.1. Dutch law shall apply to all agreements entered into under these terms and conditions and any disputes arising therefrom. All disputes shall be submitted to the competent court in Utrecht.