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General Condition

DEFINITIONS

In these conditions the following is meant by:

o Conditions: These sales-, delivery- and payment terms
o Working days: all days except Saturdays, Sundays, 1st January, Easter Monday, Ascension Day, Whit Monday, Christmas Day, Boxing Day, the days that have been or will be proclaimed by the authorities to be public holidays and the day the kings or queens birthday is celebrated officially;
o Days: all calendar days
o Agreement: each agreement regarding sale and purchase
o Term of agreement: the period between the date the order is given and the end of the agreed upon delivery time
o Intellectual property right: brand right and/or copy right and/or drawing and model right and/or patent right
o Private label: all products whether or not based on one or more sample(s) and/or drawing(s) coming from buyer and /or drawing(s) and/or photo(s) which are only produced by seller based on his materials but which by seller will (have to) be provided with the label/brand (logo) of buyer
o Label/brand (logo): a coming from and/or prescribed by buyer in and/or on the product purchased by buyer to be incorporated signature and/or word and/or picture.


1. QUOTATIONS

All quotations, unless explicitly stated otherwise, are obligation free quotations which can also be revoked after acceptance. In case this revocation does not occur within 6 working days after acceptance, the agreement has come about.

2. ORDERS


Each agreement/order closed between seller and buyer is fully binding to both parties, unless seller notifies buyer within 12 days after the agreement/order came about, in writing and with reasons stated, that he will terminate the agreement. In any case, this right falls to the seller in case the buyer appears to be not credit worthy according to information from a credit information bureau and/or seller's credit insurer.

3. DELIVERY


3.1 Delivery is considered to have taken place:

a. in case the goods are picked up by or on behalf of buyer ; on receipt of the goods;
b. when sending the goods through a professional transporter; through delivering the goods to that transporter;
c. when sending by means of transport of the seller; by delivery at the premises or warehouse of the buyer.


3.2 From the moment of delivery, the goods are at buyer's risk.

3.3 Except for picked up goods, the seller will in behalf of the buyer take care of the insurance up to the amount of the selling price of the goods and the cost of that is for his own account. Insurance will cover normal transport risk, however, not molest or other exceptional risks. In case of damage the seller will settle the claim with the insurer.

3.4 In case goods can not be sent due to circumstances beyond control, then seller is deemed to have met his obligation to deliver by keeping the goods at the buyer’s disposal, provided that the seller will inform the buyer on this in writing within 6 working days after the goods were ready to be dispatched. In this case the payment term will take effect from the day the seller was able to deliver.

4. DELIVERY TERM


4.1 Regarding the time of delivery a date or term may have been agreed upon, provided that the term of the agreement needs to be at least 7 working days. In case the time of delivery has only been indicated as 'urgent', 'prompt', 'from stock' or words of similar meaning, it is considered that buyer and seller have agreed upon a delivery term of 30 working days, starting from the date the agreement comes about.

4.2 Seller is entitled to a pre-delivery term of 10 working days which ends a day before the delivery date.

4.3 Seller is entitled to, except for what has been stated in sub 4, a backorder term of 10 working days, starting the day after the delivery term ends or starting the day after the delivery date.

4.4 Seller is not entitled to a backorder term:



a. when the term of agreement is no longer than 10 working days;
b. for advance orders regarding goods which have to be ready for dispatch on the agreed date of calling off.


4.5 Goods of which delivery takes place after the backorder term or in cases as meant in subsection 4 after the delivery date or after the delivery term, can be refused by the buyer, or on seller’s account sent back within 5 working days after receipt and by failing to do so, buyer is deemed to have accepted the goods.

4.6 Buyer is only entitled to compensation for suffered damage due to no delivery or delivery not in time, in case he has summoned the seller in writing after the backorder term or in case he is not entitled to a backorder term, after the delivery date or after the delivery term, that seller should meet his obligation to deliver still within 6 working days after sending the summons, and that seller fails to do so.

4.7 Contrary to the provisions in the previous subsections the agreement is considered terminated by law in case or for as far as it has not been executed within 3 months after the delivery term, unless exceeding the delivery term or delivery date occurred at the request of the seller or is the consequence of not calling off in time by buyer or of postponement of the deliveries in the cases, meant in article 7 sub 2 and following . In case of terminating the agreement by law, none of the parties is entitled to compensation for damages. What is stipulated in this section does not apply in case the buyer before the end of earlier mentioned term of 3 months claimed execution or termination of the agreement and/or compensation for damages in accordance with sub 6.

5. COMPLAINTS


5.1 By complaints is meant all grievances of the buyer regarding the quality of a delivery.

5.2 Complaints can only be valid in case they have been submitted in writing and the letter of buyer, which needs to contain a description of the complaint(s), has been received by seller within 12 working days, undiminished the provisions in the following subsections.

5.3 In case the complaint involves not visible or otherwise not identifiable defects (hidden defects) then the complaint can still be made valid within 12 working days after the defect was discovered by buyer, however, never later than 12 months after date of invoice.

5.4 Complaints can only be made valid regarding goods that are still in the condition they were when they were delivered, except in case the complaints involves hidden defects.

5.5 Small, in the trade deemed acceptable or technically unavoidable deviations in quality, quantity, width, colours, measurements, finishing etc. are no ground for complaints.

5.6 In case of a legitimate complaint the seller has the right to redeem the claimed goods or to replace the goods by other goods in accordance with the order, provided the re-delivery takes place:



a. in case the complaint involves visible defects: before date of delivery or before the end of the delivery term, increased by the duration of the re-delivery term, in case he is entitled to that, or within 20 working days after the goods have been received back;
b. in case the complaint involves defects as mentioned in sub 3: within 20 working days after the goods have been received back, though not later than 45 working days after delivery or no later than 45 working days after date of delivery or end of delivery term.


6. PAYMENT

6.1 Invoices and entries of debts receivable carry the same date as the one on which the goods concerned were delivered. Payment occurs, unless agreed upon otherwise in writing, through online payment (e.g. I-deal) or prepayment. In case the delivery is picked up at the depot of SBI, payment of the invoice has to be made according to what has been agreed upon.

6.2 The seller has towards the buyer, who has not paid in time, undiminished his other rights according to the conditions and/or the law, the right:



a. to demand immediate payment when delivering the goods to the buyer (C.O.D.) and/or demand a security for payment regarding all current purchasing agreements;
b. to postpone the deliveries (as well as the production or processing the goods meant for these deliveries), undiminished his right to demand security for payment at the same time or later. After the buyer has as yet met his obligations, the seller will have that much time as delivery term as is needed , considering the at that time available possibilities in his company, to produce or process the goods;
c. to terminate fully, or for as far it has not been executed, the purchasing agreement concerned, by a written statement, coming from the seller;
d. to terminate fully, or for as far they have not been executed, one, more or all current purchasing agreements, regarding of which the buyer has not failed to act, by a written statement coming from the seller. To exercise the rights as mentioned under a, b and c can only be proceeded after the seller has given the buyer a 3 day-term to yet meet his payment obligations and the buyer fails to do so, while the right mentioned under d will firstly be exercised in case the buyer has not met within 8 days the seller's demand to give security for payment of what the buyer will owe on account of meant agreement(s). Except in case the right to termination has been exercised, seller can at all times change his choice from the in this article mentioned rights.


6.3 In case buyer, according to information from a credit information bureau and/or seller's credit insurer, towards third parties has either been negligent and/or can be considered not credit worthy and/or insolvent, seller has the rights as described in sub 2, regarding all current purchase agreements for as far as they have not been executed, without a notice to pay to be required.

6.4 In case on the due date no payment has been received, buyer is required to pay interest ex art. 6:119 A BW (Dutch Civil Code) over the amount still due. In case seller after the due date needs to take debt recovery measures , buyer is required to pay the out of court cost in accordance with "Rapport Voorwerk".

7. RESERVATION REGARDING PROPERTY


7.1 Seller reserves the right of property with regard to all on account of purchase agreements delivered or to be delivered goods until upon payment by buyer cease to be valid:

a. claims regarding compensation for those goods;
b. claims regarding the to be performed work by seller to execute mentioned agreements also in behalf of buyer;
c. claims due to negligence in observing mentioned agreements.


7.2 Goods are considered not paid for in case buyer has not shown payment thereof.

7.3 Buyer is required to show the goods to seller upon his first request and in case of failure to pay and in cases as mentioned in article 7 sub 2 c and d to return the goods, if he desires so. For the on account of this article returned goods buyer will be credited to the amount of the market value of these goods to the supplier on the day of returning the goods.

7.4 Buyer is not authorized, to take or encumber goods falling under the reservation regarding property. However, buyer is authorized to sell and deliver mentioned goods to third parties, within the scope of normal practise of his company. This authorization will lapse legally the moment buyer in whatever way is negligent with regard to claims to which the reservation regarding property applies, or gets either suspension of payment or is declared to be in bankruptcy. Under no circumstances buyer is authorized to have the goods falling under the reservation regarding property provide security as to claims of third parties.

8. CIRCUMSTANCES BEYOND CONTROL


8.1 By circumstances beyond control is meant every circumstance the seller resp. the buyer could not reckon with in all fairness and as a result of which the normal execution of the agreement could reasonably not be demanded.

8.2 Seller resp. buyer will notify counter party immediately in case there are circumstances beyond control.

8.3 In case of circumstances beyond control counterparty is not entitled to any compensation.

8.4 In case of circumstances beyond control parties need to make arrangements regarding the execution of the agreement concerned.

8.5 In case a situation beyond control leads to exceeding the agreed date or term, including a possible backorder term of at least 20 working days, counter party has the right to terminate the agreement concerned by means of a written statement, this contrary to the provisions in sub 4.

9. INTELLECTUAL PROPERTY RIGHT AND PRIVATE LABEL


9.1 Seller guarantees that he does not violate any intellectual property right with products sold by him to buyer and safeguards buyer against each claim from a third party based on violation of an intellectual property right.

9.2 the in sub 1 described guarantee and safeguarding does not apply to products which are fully or partly in accordance with specifications/drawings/photos property of buyer or have to be produced as well as violations of an intellectual property right regarding the label/brand(logo) and/or the samples coming from buyer with private label products.

9.3 Buyer guarantees that he is authorized to use the label/brand(logo) as well as the samples and/or drawings coming from him, which the private label products need to be provided with.

9.4 In case with relation to private label goods there is talk of a justified claim by which the claimed goods can not be restored or replaced in accordance with article 6 sub 6 of these conditions, buyer has the right to sell these products to third parties on condition that the label/brand (logo) of buyer will be removed completely or, in case removal of label/brand(logo) is not possible without damaging the claimed products, seller has the right to sell these products provided with the label/band(logo) of buyer one year after establishment of the complaint.

10. LIABILITY


10.1 For damage directly resulting from the by seller sold and delivered goods, seller is only liable to at the most the net invoice value with which these goods were delivered, subject to intent or gross negligence

10.2 For damage like, but not limited to, lost profit and/or stagnation damage, which is an indirect consequence of the by seller delivered goods, seller is only liable to a maximum amount of Euro 2,500.000., subject to intent or gross negligence.

11. TAXES


11.1 In selling prices or otherwise noted prices are not included the amounts due or the amounts that will be due regarding the transaction concerned on account of VAT or other similar levies; all cost caused by these taxes are chargeable to buyer.

12. LAW APPLICABLE AND CHOICE OF FORUM


12.1 To all agreements Dutch law applies.

12.2 Regarding all issues resulting from this agreement the judge of the seller's domicile is competent, unless on account of the law another judge is competent by mandatory rule.