Article 1: General stipulations
1. These Terms and Conditions shall apply to all goods and services supplied by HOME SOCIETY B.V. by Joker Import, hereinafter referred to as the ‘Seller’, for the benefit of its clients, hereinafter referred to as the ‘Buyer/Buyers’.
2. Any special provisions deviating from the Seller’s Terms and Conditions of Sale shall only be binding if the Seller has accepted them in writing.
3. Unless explicitly agreed otherwise in writing, the Seller rejects any general reference by the Buyer to its terms and conditions.
Article 2: Offers
1. Unless explicitly stated otherwise in writing, all offers made by the Seller shall be free of obligation.
2. Information included in the Seller’s offer regarding aspects such as features, dimensions and compositions, as well as information including colours shown in printed matter, catalogues, images and similar are provided for information only, shall not be binding upon the Seller and are provided in good faith.
Article 3: Agreement
1. Unless stipulated otherwise, the agreement shall be established once the Seller has provided written confirmation, which confirmation shall be deemed a true and accurate reflection of that which has been agreed.
2. An agreement entered into with a representative or agent of the Seller shall only become binding after explicit confirmation by the Seller.
3. The Seller reserves the right to inform the Buyer in writing within eight days that fulfilment of the order in accordance with the agreement referred to in section 2 is not possible or is not possible without changes, as a result of circumstances that the representative could not reasonably have been aware of. In such cases, the agreement shall be regarded as having been dissolved unless the parties are able to reach agreement anew.
4. Changes and/or additions proposed by the Buyer after the agreement has been established shall only be put into effect by the Seller when and only when it has explicitly agreed to them.
5. Each agreement concluded with the Seller shall include the suspensive condition that the Buyer must appear sufficiently creditworthy to it, such to be assessed exclusively by the Seller. Upon or after the conclusion of the agreement and before any (further) performance, the Seller shall also be entitled to require the Buyer to provide security that it is able to meet its payment and other obligations.
6. In the event that the Buyer proceeds to unilaterally cancel the agreement concluded and/or fails to comply with it, the Buyer shall be required to compensate the Seller in full for any costs, losses and interest, including loss of profits, without prejudice to any statutory provisions.
Article 4: Prices
1. Unless stipulated otherwise in writing, the selling price shall consist of the price for the goods and/or services exclusive of turnover tax.
2. All agreements shall be entered into on the basis of the prices applicable at the time of conclusion.
3. The agreed prices shall be binding unless price increases are necessary as a result of circumstances beyond the Seller’s control, such as increases in duties and/or excise taxes or in the transport costs to the delivery address determined by the importer, official increases in import or factory prices, changes in exchange rates and similar, insofar as these increases could not reasonably have been anticipated by the Seller. The amended price notified to the Buyer by the Seller shall be binding on either party, provided a justification is given. Price fluctuations resulting from compulsory government measures, such as increases in VAT, will be passed on at all times.
4. Costs arising from additions and/or changes to the agreement shall be at the Buyer’s expense.
Article 5: Delivery
1. The delivery times quoted in respect of goods to be supplied by the Seller shall be approximate only. The delivery times have been set in the expectation that there will be no obstacles to the delivery of the goods. Any small delays in the delivery or any delay that is reasonable in view of the circumstances cannot be held against the Seller. If a delivery time has been exceeded, the Seller shall only be considered in default following a written notice of default sent by registered mail.
2. The delivery time shall not commence or shall be suspended until such time as the Seller is in possession of all information to be provided by the Buyer that is required to ensure correct implementation of the agreement.
3. Unless agreed otherwise in writing, any delivery within the Netherlands of goods with an invoice value of €300 excl. VAT and upwards shall be deemed to be
effected carriage paid to the Buyer. Deliveries of goods with an invoice value of less than €300 excl. VAT may be subject to delivery and administration charges. The delivery method for export shipments shall be agreed between the parties.
4. If the Buyer fails to accept the goods at the agreed delivery time, said goods will be kept available for it at its risk and expense. In such cases, the Seller shall be able to charge storage costs to the Buyer in accordance with the rate applied by the Seller.
5. The Seller reserves the right to deliver the goods in partial lots.
Article 6: Transfer of risk
The risk in respect of the goods shall pass to the Buyer at the time of delivery.
Article 7: Complaints
1. In the event that parts of the delivery have clearly been lost and/or visible damage has occurred to the goods during transport to the agreed delivery address, this must be recorded by or on behalf of the Buyer in writing on the transport document in the presence of the driver who delivered the goods. The Buyer shall immediately forward a copy of this to the Seller.
2. Any other complaints will only be considered if and insofar as these have been notified to the Seller in writing no later than 7 days after the purchased items or items under warranty have been delivered and the Seller has been given the opportunity to carry out checks.
3. Complaints regarding invoices must also be submitted in writing, no later than 7 days after the date on which the invoice was sent.
4. Once the deadlines stipulated in this article have elapsed, the Buyer shall be deemed to have accepted the delivered items or invoice respectively. At such a time, the Seller will no longer consider any complaints.
5. The complaints deadlines agreed between the Seller and third parties shall apply in respect of any goods delivered by third parties.
6. The Seller shall not accept any complaints pertaining to minor common deviations in the nature of the goods to be supplied, such as the quality, colour, dimensions and composition.
7. In the event that the Seller acknowledges the complaint, the Seller shall only be required to replace the goods at issue or credit the price charged in respect of the goods, such at the Seller’s discretion.
8. Each partial delivery shall be regarded as a separate delivery where complaints are concerned.
Article 8: Returns
1. Delivered items can only be returned carriage paid and at the Buyer’s risk, after the Seller has granted permission for a return in writing.
2. Any permission in respect of a return shall not entail acknowledgement by the Seller that a complaint is justified.
3. Returns shall be effected carriage paid to the Seller’s address within five working days after permission has been obtained. It shall be the responsibility of the Buyer to ensure appropriate packaging and shipment.
Article 9: Payments
1. Unless agreed otherwise in writing, the Buyer shall effect payments in cash or within 30 days of the invoice date, without deducting any discounts or compensation.
2. The Seller reserves the right to deliver goods on condition of payment on delivery or to demand provisional and partial payment at any time, such after having notified the Buyer.
3. The Seller reserves the right to issue partial invoices in respect of orders that are executed in parts.
4. In the event the Buyer exceeds any payment term stipulated in the Terms and Conditions or agreed separately, it shall be charged a default interest equivalent to 1.5% per month over and above the amount owed from the time it enters into default, without a prior notice of default being required. In such cases, any part of a month shall be counted as a full month.
5. In the event that the Buyer becomes insolvent, suspends payments, enters into administration, dies, has assets seized or winds up or disposes of its business and whenever the Buyer fails to comply strictly with any obligations towards the Seller, the amount owed by the Buyer shall become immediately due and payable without any notice of default being required.
Article 10: Retention of title
1. As additional security for payment of the purchase price, the Buyer shall retain the title in all the goods sold by it until such time as payment has been received in full for all sums owed in respect of the goods, including any interest and costs. Any transfer of purchased goods that are as yet unpaid shall be considered a loan for no consideration.
2. The Seller shall be entitled to demand the return of these goods and take possession of them in the event that a Buyer who is in default fails to comply with its obligations, enters into liquidation, applies for or is granted a moratorium on payments, is declared bankrupt or has assets seized.
3. For as long as the Buyer has not met its payment obligations, it shall be prohibited from performing any acts of disposal with regard to the goods sold and delivered, aside from the Buyer’s right to sell the goods within the ordinary course of business.
4. In the event that the Seller wishes to exercise its ownership rights, the Buyer undertakes to return the goods subject to the Seller’s retention of title upon first request and lend all the cooperation that is required in this regard, such as providing access to the area where the goods in questions are located.
Article 11: Warranty
With regard to goods sold and delivered subject to a manufacturer’s warranty, only the warranty conditions stipulated by the manufacturer shall apply.
Article 12: Liability
1. Without prejudice to the other provisions contained in these Terms and Conditions and notwithstanding liability provisions of mandatory law, the Seller’s liability arising from deliveries shall be limited to the maximum amount under the Seller’s insurance.
2. The Seller’s liability in respect of goods delivered to the Buyer shall not be greater than the supplier’s liability in respect of those goods towards the Seller.
3. The Seller shall not be liable for losses arising from improper use or use contrary to the operating instructions of goods delivered by the Seller, except in the event of intent or gross negligence on the part of the Seller.
4. This agreement shall be concluded under reserve of non-attributable failure to comply. The Seller shall not be liable for a failure to comply in the event that this failure cannot be attributed to it by virtue of the law, juristic act or generally prevailing opinion. It will in any event not be possible to hold the Seller responsible for a failure to comply in the event of, amongst other things, a fire at the premises or other location where the Seller’s goods are stored, war or civil war, including outside of the Netherlands, riots, outbreaks of disease, traffic disruptions, strikes, maritime disasters of any nature, lockout, loss or damage during transport and other comparable events that are beyond the Seller’s control and cause deliveries to be delayed. In such cases, the delivery time will automatically be postponed for a reasonable period. If any of the events listed in this section render compliance impossible, the Seller may consider the agreement as having been dissolved.
5. In the event that the agreement has already been executed in part at the time a non-attributable failure occurs, the Seller shall be entitled to demand payment from the Buyer in respect of activities that have already been performed.
Article 13: Dissolution
1. A Buyer who fails to comply with its obligations in any manner whatsoever shall be deemed to be in default without any notice of default being required. In such cases and notwithstanding the provisions of the Dutch Civil Code, the Seller shall also have the right to suspend the concluded agreement or dissolve the agreement in full or in part without any court intervention being required.
2. The provisions contained in the previous section shall also apply in the event that the Buyer becomes insolvent, suspends payments, enters administration or ceases trading.
Article 14: Disputes
1. All disputes arising between the Buyer and the Seller or between the Seller and any third parties tasked by the Seller with carrying out assignments in connection with the supply of goods or provision of services for the benefit of the Buyer, including any disputes regarding the interpretation of these Terms and Conditions, shall be brought before the competent court in the jurisdiction where the Seller’s company has its registered office.
2. In the event of any disputes regarding any translations of the present Terms and Conditions, the Dutch original shall be binding.
Article 15: Judicial and other costs
All judicial and extrajudicial costs incurred by the Seller in order to exercise any of its rights arising from the purchase agreement and associated agreements shall be at the expense of the Buyer. The costs incurred by the Seller in order to collect invoices not paid by the Buyer shall amount to at least 15% of the invoice amount, subject to a minimum amount of €112.
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