GENERAL TERMS

Business to business (B2B)
Belonging to Technische Handelmaatschappij J. de Wild B.V., with offices at Roosendaal
Registered with the Kamer van Koophandel (Chamber of Commerce) at Breda

1. General

a. In the following terms, De Wild will be referred to as “Seller” and her contract party as “Buyer”.

b. Any agreements deviating from these general terms will only apply if they have been accepted by Seller in writing and will only apply to the agreement for which they have been made.

c. Any and all offers are without obligation; a purchase agreement is first concluded in the case of explicit acceptance of the order by Seller.

d. Seller reserves the right to add to, or change these general terms at all times.

2. Orders

Orders placed by Buyer are binding and cannot be cancelled or modified unless cancellation takes place before 15:00 on the day of placing the order.

3. Retention of title

a. Any delivered goods will remain Seller’s property for as long as payment has not taken place.

b. In these instances, when Seller claims right to property in case of payment default, where any and all goods cannot be identified separately, Seller reserves the right to take back the same goods delivered through earlier deliveries up to the value of the outstanding amount.

c. Buyer will lend full cooperation to Seller to enter his property/buildings, premises and areas if and when Seller should exercise his right to retention of title. Buyer must, at all times, do that, which can be reasonably expected of him to secure Seller’s right to property.

d. Buyer may not, under any circumstance, alienate, pawn or use any of the delivered goods as payment as long as said goods have not been paid for.

e. Buyer commits to insure and keep insured, the delivered goods subject to retention of title, against fire, explosion and water damage and theft and to show the policy with regard to this insurance to Seller whenever Seller asks for said policy for inspection. In the event of any payment made by the insurance agency, Seller reserves the right to this payment. As far as needed, Buyer commits to lend full cooperation to anything necessary which may seem and be deemed appropriate in this instance.

4. Delivery

a. Delivery is considered to have taken place:

• in the instance where the goods are collected by Buyer himself or by a hired carrier commissioned by Buyer: through reception of the goods by Buyer or the carrier;
• in the instance of delivering through a commissioned carrier by Seller: through delivery of the goods to the delivery address as stipulated by Buyer;
• through delivery by any means of transport belonging to Seller: through delivery of the goods to the delivery address as stipulated by Buyer.

b. In the instance where the delivery is refused, the total cost of return delivery and any additional costs will be borne by Buyer.

c. From the moment the goods are delivered, said goods and any risks are borne by Buyer.

d. Seller reserves the right to have certain activities or goods deliveries carried out by third parties.

e. Delivery times are indicative. Exceedance does not give Buyer the right to cancel the order or to refuse the delivery or payment, nor does this force Seller to compensate Buyer in any way. Seller reserves the right to deliver in several deliveries and may demand separate payment for said deliveries.

f. Delivery will, where possible, be carried out according to measurements, images and descriptions, though whilst reserving the right to deviations, alterations and improvements deemed necessary by our suppliers.

g. The delivered goods may under no circumstance be returned without Seller’s prior written permission. In the instance of permission, recognition of liability will not be dismissed and the obligation for payment will not be suspended. The return delivery must be sent freight paid to Seller’s warehouse.

5. Prices

a. Unless explicitly agreed upon differently, all prices are in EURO and ex warehouse of Seller, excluding VAT and any other taxes and/or duties. Any processing and/or delivery costs will be billed separately.

b. Prices may, in derogation of the original offer or agreement, be increased with a rise in Seller’s cost that may occur during the term of the order.

6. Payment

a. All and any payments must be paid within the limitation period as stated on the invoice through transfer (with date of payment being: the day on which Seller’s account is credited) or in cash, and always without compensation and without cost reduction or any other discounts unless explicitly agreed upon by Seller and Buyer.

b. In the event of payment default, Buyer will be expected to pay 1 % interest per month or a part of that from the invoice expiry date and onwards.

c. Should Buyer not pay the outstanding invoice after a reminder, the extrajudicial collection costs at the amount of 15% of the outstanding amount will be borne by Buyer. Seller reserves the right to claim complete or partial payment before delivering the goods without any explanation.

7. Liability

a. In the instance where Seller is liable, liability will be limited to that which is stipulated in this agreement.

b. Seller cannot be held liable for damage of any nature, arisen due to Seller using wrong or incomplete data provided by Buyer.

c. Seller cannot be held liable for damage in the instance a defect in or to a good has arisen as a result of, or resulting from:

• inappropriate use;
• wear and tear through normal use;
• incorrect use and/or storage;
• placement, changes and/or handling by Buyer and/or by third parties;
• changes made by Buyer and/or third parties;
• instances to which Seller has no influence such as (extreme) weather conditions and changes in temperature.

d. Should Seller be liable for any damages, then Seller’s liability is limited to the amount payable by his insurance company in this instance. Should the insurance policy for any reason not cover in this instance, then Seller’s liability will be limited to a maximum of twice the value of the invoice concerning the order, limited to the part of the order to which the liability applies.

e. Seller can only be held liable for direct damage. Direct damage is understood to mean the reasonable costs to determine the cause and the reach of the damage, as far as the assessment is subject to damage as defined in these general terms, the potential reasonable costs made to have Seller’s inadequate performance comply with the agreement, as far as these can be attributed to Seller and reasonable costs made to prevent or reduce damages, as far as Buyer can show that these costs have led to limited damage as stipulated in these general terms.

f. Seller can under no circumstance be held liable for circumstantial damage, understood to mean consequential damage, loss of profit, missed discounts and damage due to business interruption.

g. The limitations to liability as listed in this article do not apply if the damage can be attributed to intent or gross negligence by Seller or his management subordinates.

8. Force Majeure

a. Force Majeure is understood to mean, any instance arising from outside which neither Seller or Buyer could have taken into account and after which the normal execution of the agreement cannot reasonably be expected by either party.

b. Both Seller and Buyer will warn the opposite party without delay if and when a case of force majeure is applicable in which instance the opposite party cannot make a claim to any indemnity, though an arrangement must be made by both parties to secure the execution or cancellation of the agreement concerned.

9. Warranty

a. Seller´s warranty applying to the delivered goods from the EU by her, or through mediation, apply according to the provision and during the period as stipulated by the concerning manufacturer.

b. Goods from outside the EU will be warranted by Seller for a period of up to 2 years after being taken into use by the end user in the instance of private use and 3 months in the instance of professional use.

c. Buyer must, after resale of the by Seller or through mediation delivered consumer good to an end user in the EU, provide warranty in accordance with the European Guideline 1999/44/EG.

d. Warranty of Seller comprises, in general, defaults in materials and construction and does not include, unless prior written exceptions have been agreed upon, damages deriving from transportation or defects from inappropriate use. Worn parts do not under any circumstance fall within any warranty. Seller`s warranty applies, regardless of the manufacturer´s provisions, only against her Buyer and holds no compensation by Seller for transportation costs.

10. Promotional material

Materials such as displays, sales racks, mounts etc., which have been specifically designed to display Seller’s products in Buyer’s sales area, can be given on loan. Seller remains owner of the concerning materials at all times. Should the display material no longer apply because the concerning products are no longer available, the displays will be taken back or charged at cost. Also when it turns out that Buyer is using said display material for other products than what they are deemed for, said material will be charged to Buyer. Before said charge or repossession takes place, Buyer will be notified of this in writing.

11. Claims

a. Complaints about the products and/or Seller’s services must be sent to Seller within 8 days after receiving the goods, i.e. the date of the invoice. A complaint about delivery cannot have influence on recently fulfilled or future deliveries, also if said deliveries fall under the same purchase agreement.

b. A timely made claim will expire when Seller has no, or not considerably been given the opportunity to research said complaint or if the good turns out to have been used or altered by a third party.

c. Return deliveries without Seller’s permission will be refused. Refusal of acceptance by Buyer or of accepting delivered or repaired goods without timely and justified claim will be considered non-performance by Buyer.

d. A claim does not suspend the obligation of payment.

12. Non-performance by Buyer

a. In the instance that Buyer does not comply with one or more of his obligations because:

• he is subject to bankruptcy declaring;
• he asks for suspension of payment;
• he proceeds with liquidation of his assets;
• his equity is completely or partially confiscated;

then Seller will reserve the right to consider the agreement or the unexecuted part of said agreement as dissolved without the need of any judicial intervention, and to reclaim the delivered but unpaid goods, without prejudice to her entitlement to compensation of costs, damage and interest. Seller also reserves the right to reclaim earlier delivered goods up to the value of the outstanding amount.

b. In the event of non-compliance with one of his obligations, Buyer will be in default without the need for notice of default.

13. Conflicts

Dutch Law exclusively applies to all offers and agreements between Seller and Buyer. All conflicts which may arise from or on the basis of a purchase agreement or any following agreements attached to said purchase agreement will exclusively be tried by the competent court in Seller’s district.