1. The following terms and conditions apply to all sales, quotations and deliveries. These are binding on both parties to the exclusion of the buyer’s different terms and conditions, apart from variations approved by the seller in writing. By ordering, the buyer declares that it acknowledges these terms and conditions and accepts them without reservation.

2. Dutch law applies to all agreements made within the scope of these terms and conditions. All disputes relating to this agreement will be settled by the courts of Almelo with jurisdiction. The seller may however exercise the legal right to bring the dispute with the buyer before the court with jurisdiction over the buyer’s registered office or residence, whether or not the law of the country where the buyer is registered/resident applies.

3. All quotations are free of obligation unless otherwise agreed in writing.

4. Delivery and transfer risk pass with the transfer of the goods to the professional carrier or, in the case where the goods are collected by the buyer or are they are delivered by the seller, with the handover of the goods to the buyer or the delivery to the buyer’s warehouse respectively. The seller bears the costs of transportation to the Dutch border. Clearance is the responsibility of the buyer. If delivery is dependent on call-off by the buyer and that party fails to make a call-off, the last date of the agreed call-off period or delivery period shall be deemed to be the delivery date.

5. After the (agreed) delivery period/date has expired, a subsequent delivery period of 4 weeks shall automatically come into effect.

6. The seller is entitled to cancel all orders in total or in part without the intervention of the courts if it so wishes or to require payment in advance for the deliveries still to be made if:
a. it cannot or cannot entirely cover the credit risks arising from the relevant order(s) with a credit insurer of its choice;
b. the buyer’s financial position deteriorates before the order(s) is complete or delivered.

7.
a. Claims may only be made if they are received by the seller in writing and clearly described within two weeks of receipt of the goods and provided that the goods are still in the condition in which they were delivered.
b. Differences that are accepted in the trade as slight or that cannot be avoided technically in terms of quality, colour, size, weight, finish, design etc. do not form a basis for complaints.
c. In the event of justified complaints, the seller can choose either to give a credit for the goods or to repair them or to replace them within thirty days after receipt of the return consignment.

8. In the event of failure to deliver, late delivery or incorrect delivery, the buyer may not make a claim for compensation for losses unless this is the result of deliberate intent or gross negligence by the seller.

9.
a. Payment of the purchase price must be made to Delden, the Netherlands, to an account to be specified by the seller.
b. Payments are always applied against the oldest outstanding debts.
c. In the case of payment via a bank, the date that the seller’s bank account is credited counts as the date of payment. With payment by cheque, the date on which the cheque is cashed by the seller counts as the date of payment.
d. A buyer who has not paid by the due date at the latest is in breach vis a vis the seller without any warning being required.
e. Any delay in payment carries with it the obligation to pay interest for the delay of a maximum of 1.5% per month or part of a month, reserving the right to a fixed level of compensation of a maximum of 15% of the invoice amounts unpaid or not paid in time in compliance with business practice in the buyer’s country.
f. If the buyer continues to be in default, the seller is entitled to demand cash payment for all goods on all deliveries still to be made or a guarantee of timely payment or to cancel the contract entirely or in part or to postpone further fulfilment of the order until all invoice amounts have been settled.

10. All goods delivered remain the property of the seller until payment of all invoices – including those not yet overdue – has been made. As long as the seller has not been paid in full, it is entitled to take back the goods and the buyer is not entitled to transfer the seller’s goods in any form whatsoever (as security) to third parties or to give them to third parties on consignment. For goods taken back under this clause, the buyer will be credited at the market value of the goods on the day that they are taken back.

11. Force majeure by which delivery of the goods is delayed or prevented frees the seller from the obligation to make timely delivery and moreover shall provide no grounds for any liability of the seller whatsoever. By force majeure is meant any circumstance outside the control of the seller such as, but not limited to: war, disturbances, industrial action, public authority regulations, disturbances to the seller’s business of any kind, disturbances to the normal supply of raw and indirect materials to the seller as well as delays in the transportation of products by means of transport selected by the seller.

12. The seller is entitled to sell to third parties articles that are refused and/or returned, including with any buyers’ (brand) labels whatsoever, if the removal of the (brand) labels would lead to damage to or a reduction in value of the articles concerned.