Terms and conditions Van Assendelft Importgroothandel B.V.

Article 1. Definitions

In these General Terms and Conditions the following terms shall have the following meaning:
“VAHB” VAHB B.V., established at Burgemeester Krollaan 4, 5126 PT Gilze, The Netherlands, registered in the trade register of the Chamber of Commerce under number: 27220593
“Order” means a request from the Other Party to VAHB for the delivery of Products;

"Agreement" An Agreement between VAHB and the Other Party regarding the distribution and/or (re)purchase of the Products by the Other Party;

“Products” Products from the VAHB product range;

"Other Party" Every (potential) other party of VAHB under an Agreement.

Article 2. Applicability of these conditions

These conditions apply to all offers and to every distance Agreement concluded between the Other Party and VAHB
A. to the supply and/or manufacture of goods and/or the provision of services, as well as to deliveries, unless otherwise agreed in writing with VAHB. The applicability of the Other Party's terms and conditions (of purchase) is expressly excluded.
B. These General Terms and Conditions are available in both Dutch and English. Should there be any conflict between these versions, the text from the Dutch version of the terms and conditions will prevail.
C. If any provision of these Terms and Conditions is non-binding, void or voided, the other provisions of these Terms and Conditions will remain in full force and VAHB and the Other Party will consult with each other to agree on new provisions to replace the non-binding, void or voided provisions, as far as possible observing the purpose and meaning of the void or voided provision.
D. VAHB is entitled to amend these Conditions at any time. The most recent version of the Conditions will always apply.

Article 3. Offers

A. All offers are valid for 30 days after issue, regardless of whether they were made by special quotation, in price lists, catalogues or stock quotations or otherwise.
B. Unless expressly agreed otherwise, all offers shall be without obligation and exclusive of VAT. Information regarding quality, dimensions, weight or quantity in offers, printed matter or otherwise, is given only by way of indication. VAHB will not under any circumstances be held responsible for deviations and/or errors contained therein.
C. A Agreement between the Other Party and VAHB will only come into effect after VAHB has accepted an order and informed the Other Party of this orally or in writing, or if VAHB has performed the Agreement.
D. If the Other Party explicitly requests a quotation but the Order to which the quotation relates is not forthcoming, the costs incurred by VAHB in providing its quotation will be charged to it.
E. Orders can only be accepted in writing (preferably electronic), clearly stating the company name, article number and quantities.

Article 4. Amendments to the Agreement

A. If, after the Order has been issued, changes in the execution of the Order are still required, these should be brought to VAHB's attention in good time and in writing.
B. VAHB reserves the right to make changes to the price as a result of changes to the Order.
C. Changes to an Order already placed may cause VAHB to exceed the delivery time agreed before the changes were made. VAHB will not accept any responsibility for such delays.

Artile 5. Performance of the Agreement

A. VAHB will use its best endeavors to perform the Agreement with due care. All work VAHB does will be carried out on the basis of a best efforts obligation, unless and insofar as VAHB has expressly promised a result in the written Order and the result concerned is sufficiently clearly described.
B. VAHB is entitled without the consent of the Other Party to outsource the Order or parts thereof to third parties not employed by it if it believes that this will promote the proper or efficient execution of the Order.

Article 6. Obligation of the Other Party to provide information and cooperation

The Other Party will ensure that all information which VAHB reasonably requires for the proper execution of the Order, in the opinion of VAHB, is provided to it in the desired form. The Other Party will also provide all other cooperation necessary for the execution of the Order.

Article 7. Confidential information

Subject to statutory obligations to disclose certain data, the parties are obliged to keep confidential any information received from the Other party and the results obtained by processing such information. Parties shall take all reasonable precautions in this respect.

Article 8. Pricing

The prices and rates VAHB charges are exclusive of VAT, packaging, excise duty, administration and/or transport costs, and without deduction or discount, unless otherwise agreed. Unless explicitly stated otherwise, the prices do not include any assembly, inspection and commissioning costs.
B. The transport costs are at the expense of the Other Party, except for deliveries within the Benelux of shipments of more than € 750.00 net, excluding VAT, in which case the delivery will be free domicile, unless expressly agreed otherwise. The costs will be adjusted annually according to the transport tariffs applicable at the time
C. Unless otherwise agreed, packaging charged separately will not be taken back. If it is agreed that the packaging will be taken back, the packaging must be returned to VAHB carriage paid and in good condition within 30 days of the invoice date. The amount charged for the packaging will then be credited.
D. Prices, rates and discounts applied by VAHB will only be made on the basis of the prices applicable at the time the Agreement was concluded, unless otherwise agreed in writing.
E. If after the conclusion of the Agreement the prices of materials, raw materials or semi-finished products, wages, premiums of any kind, freight, taxes, exchange rates and/or other factors that partly determine the price of the goods or services change, VAHB will be entitled to pass these changes on to the Other Party.
F. If this price increase takes place within three months after the conclusion of the Agreement, the Other Party will be entitled, provided VAHB is notified of the price increase in writing within three days, to take back the Order placed and to settle for what has already been performed on the basis of the prices applicable before the increase.

Article 9. Delivery

Delivery times (and repair and assembly times) are without obligation and are only indicated approximately. Exceeding the delivery time can never, not even after notice of default, give rise to a claim for compensation, unless the Other Party has explicitly stipulated in writing that it is a matter of a deadline, or if this is clear from the Agreement.
B. The delivery time, repair time or assembly time can only start from the moment that VAHB has received the data, documents and permits necessary for the execution of the Order and the necessary formalities have been fulfilled. If payment in instalments has been agreed and the first instalment falls due at the time of the Order, the delivery period will not commence until the first instalment has been received by VAHB.
C. From the moment the goods are segregated for the benefit of the Other Party they will be at the Other Party's expense and risk. Unless otherwise agreed VAHB will determine the method of transport. At the request and expense of the Other Party VAHB can take out insurance for each consignment against damage and loss.
D. Deliveries will be made only in packages or on Euro pallet, unless otherwise agreed. In case of delivery on Euro pallet the client will see to it that the carrier can take back a Euro pallet by means of exchange. VAHB reserves the right, in case of non-re-exchange by the client, to charge the client the then current prices of a Euro pallet on the basis of subsequent calculation.
E. For deliveries on the basis of Pick & Pack, a separate Agreement will be drawn up with deviating conditions.
F. We reserve the right to deliver the order in parts. The Buyer is obliged to pay the invoices relating to the delivery in accordance with our terms of payment.

Article 10. Insurance

A. VAHB is entitled at all times, before commencing or continuing with the work and before delivering or continuing to deliver, to demand sufficient security from the Other Party for the fulfilment of its payment obligations, in VAHB's opinion.
B. If the required security is not provided or is provided in an inadequate manner, or if the legal form of the Other Party has changed, VAHB will have the right to terminate all or part of the Agreement without judicial intervention and to take back what it has already supplied and what it has not yet processed, without prejudice to VAHB's entitlement at that time to payment of the sum due at the termination of the Agreement for work performed and costs incurred. The adequacy of the security is at VAHB's discretion.
C. VAHB is entitled at all times to suspend its obligations under the Agreement if it has doubts about the Other Party's credit worthiness.

Article 11. Payment

A. Unless otherwise agreed in writing, the first order will be paid for in advance by means of a transfer to a bank account designated by VAHB. Subsequent orders will be based on payment within 30 days of the invoice date, unless otherwise agreed.
B. If the Customer disputes the amount of an invoice, it must notify VAHB in writing of its objections within eight (8) working days of the invoice date, failing which it will lose its right to do so.

Article 12. Non-performance of the Other party

A. If the Other Party fails to comply, fails to comply on time, or complies only partially with its payment obligations or any other provision of the Agreement, if its property is attached, if it applies for a moratorium, or if a petition for bankruptcy is filed against it, it will be deemed to be in default by operation of law and the total amount owed to VAHB will be immediately payable without a warning or notice of default being required - irrespective of any term of payment previously agreed upon.
B. The amount referred to under A. will be increased by default interest at a rate of 2% per month calculated from the date of invoice (counting part of a month as a whole month) on the gross amount of the invoice, until the time of payment in full.

C. In the cases referred to in A. VAHB will also have the right to suspend the execution of current Agreements or to wholly or partially terminate any Agreement with the other party for reasons other than the existence of the Agreement. VAHB's choice, without judicial intervention and without any obligation on the part of VAHB to pay any compensation whatsoever to the Other Party, insofar as this is justified by the breach or the circumstances.
D. If the Other Party fails to pay the claim, VAHB may pass on the claim for collection, in which case the Other Party will also be obliged to pay extrajudicial and judicial costs, including all costs charged by external experts in addition to the costs established in law, relating to the collection of this claim or the exercise of rights otherwise. The extrajudicial collection costs incurred by VAHB in the event of late payment by the Other Party will amount to 15% of the amount due for the first €2,500.00 of the claim, 10% for the next €2,500.00 of the claim, 5% for the next €5,000.00 of the claim, 1% for the next €190,000.00 of the claim and 0.5% for the remainder of the claim with a maximum of €6,775.00. The extra judicial collection costs shall never be less than €40.00.

Article 13. Right of retention

VAHB will be entitled to retain goods in its possession which VAHB has from and for the Other Party until the payment of all costs which VAHB has incurred in the execution of the Other Party's orders, irrespective of whether these orders relate to the aforementioned or other goods of the Other Party, unless the Other Party has provided adequate security for these costs.

Article 14. Retention of title

A. The ownership of the products will remain with VAHB until the Other Party has fulfilled its payment obligations in full.
B. The Other Party will not be entitled to sell, rent out, dispose of, pledge or in any way encumber or give in use the products delivered under retention of title before full ownership of the products has been transferred to the Other Party.
C. Until the moment of transfer of ownership, the Other Party is obliged to take all reasonable measures to protect the products against damage. If third parties seize (or threaten to seize) the goods delivered subject to retention of title or wish to establish or assert rights over them, the Other Party will be obliged to inform VAHB of this immediately.
D. Should VAHB wish to exercise its retention of title as set out in this article, the Other Party hereby unconditionally and irrevocably authorizes VAHB or third parties designated by VAHB to enter all those places where VAHB's property is located and to take back the items in question.
E. If VAHB is unable to exercise its property rights the Other Party will be liable for all losses suffered by VAHB as a result.
F. The Other Party will not be entitled to transfer any rights arising from the Agreement to third parties without VAHB's prior written consent.

Article 15. Intellectual property rights

A. Unless otherwise expressly agreed in writing, all designs, illustrations, descriptions, drawings, models, estimates, programs and calculations etc. supplied by or on behalf of VAHB will remain its property and may not be reproduced, transferred or lent to third parties without the express prior written consent of VAHB.
B. All rights (copyrights, model rights etc.) established with regard to designs, images, descriptions, drawings, models, programs etc. are reserved and must be respected.
C. All intellectual property rights relating to the Products supplied by VAHB are vested in VAHB or its licensors. The Other Party will not acquire any rights with regard to the intellectual property rights, unless explicitly stipulated in Article 14.D.
D. The Other Party will only be entitled to use the intellectual property rights relating to the Products supplied by VAHB to promote or resell the Products. The Other Party will not be permitted to transfer the intellectual
property rights relating to the Products supplied by VAHB, in whole or in part, to a third party and/or to grant sublicenses in this respect.
E. The Other Party is obliged if it becomes aware of any infringement by a third party of the intellectual property rights on the Products to inform VAHB of this immediately.
F. The price of the Products includes a fee for the use of the intellectual property rights related to the Products supplied by VAHB.
G. VAHB is entitled to give the Other Party instructions relating to the use of the intellectual property rights in the Products supplied by VAHB.

Article 16. Personal data processing

A. Insofar as VAHB processes personal data (personal information about an identified or identifiable natural person) in connection with the performance of the Agreement, it does so in a proper and careful manner, in accordance with the General Data Protection Regulation. VAHB's privacy policy is described in more detail in the privacy statement applicable to the Agreement.
B. VAHB will take appropriate technical and organizational measures to secure personal data against loss and against any form of unlawful processing of personal data. These measures guarantee, taking account of the state of the art and the cost of their implementation, an appropriate security level given the risks involved in the processing and the nature, scope and context of the personal data to be protected.

Article 17. Resale via Internet

Website on which the Other Party offers Products for resale must at least comply with the following conditions:
- the website will be exclusively used by the Other Party and managed by it or a third party engaged by it;
- the website is suitable to (re)sell the Products and only products of comparable quality will be offered on the website;
- the website shall provide a protocol for questions and complaints concerning the Products;
- the website shall offer a secure method of payment, such as iDeal, PayPal or credit card payment via SSL connection.
- the website shall only offer new and unused Products.
- The website may only be put into use after prior presentation to and approval by VAHB.

Article 18. Force majeure

A. VAHB will not be liable for not, not correctly or not timely carrying out orders granted to VAHB if they are the result of force majeure in the broadest sense of the word. Force majeure includes: serious disruptions in the production process and otherwise, war - in and outside the Netherlands -, mobilization, riots, epidemics, natural disasters, fire and water damage and other calamities, transport difficulties, strikes, lockouts, government measures, import and export difficulties.

B. In the event of a permanent situation of force majeure VAHB will notify the Other Party immediately. Upon receipt of this notification the Other Party will have the right for a period of eight days to cancel the order in writing, however subject to the obligation to purchase from VAHB and to pay VAHB for the part of the order that has been executed.
C. If the force majeure is of a temporary nature, VAHB will have the right to suspend performance of the Agreement for the time necessary to bring the circumstance causing the force majeure to an end. If the force majeure is temporary but is expected to last longer than four weeks, the provisions of paragraph B will apply.

Article 19. Liability

. VAHB will not be obliged to compensate the Other Party for any damage of whatever nature, direct or indirect, including loss of profits, to movable or immovable property, or to persons, except in the case of mandatory provisions of law concerning (product) liability, and with due regard for the legal rules of public order and good faith.
B. If VAHB's liability insurance does not cover the damage in any specific case for any reason, or if the damage concerned is not covered by insurance, liability will be limited to a maximum of the amount that VAHB charged to the Other Party under the Agreement.
C. VAHB will at all times be entitled, if and insofar as possible, to remedy the loss incurred by the Other Party.

Article 20. Complaints

A. In case the product does not (completely or partly) meet your expectations, you can choose to return the product within 8 days after you have received it. A return will only be accepted after prior notification to and confirmation by the VAHB customer service. Returns that are not confirmed cannot be accepted. A return has to be notified by mail, mentioning the delivery date, article number, quantity, reason for return and accompanied by pictures of the possible defect. VAHB will confirm the return by sending you an RMA number. With this RMA number the shipment can be reported to the logistics department of VAHB. The transport costs for returning the products are for the account of the client. After receipt and evaluation of the goods VAHB will provide a credit note for the products accepted as returns, if these were initially invoiced. In the case of non-externally visible defects, the complaint must be made to VAHB within 14 days and in any case within the guarantee period after the defect became apparent.
B. If the complaint proves to be well-founded, VAHB will, at its own discretion, either replace or repair the goods or issue a credit note.
C. The provisions under A do not apply if there is only a minor deviation from what was agreed. When assessing whether a delivery deviates beyond the permissible limits, an average must be taken from the delivery; rejection cannot take place on a few pieces or units.
D. Complaints as referred to in this article shall not suspend the Other Party's payment obligations.

Article 21. Guarantee

A. VAHB will only be liable under its guarantee for defects for which the Other Party proves that they have arisen within the guarantee period of the product in question, exclusively or predominantly as a direct result of the defectiveness of the material, manufacture or execution.
B. VAHB will only be obliged under this guarantee to replace or repair the defective product at its own discretion. Replacement will be limited to the free dispatch of a new item. Repairs will be carried out at VAHB's discretion or free of charge in its factory or at the Other Party's premises.
C. Notwithstanding replacement or repair, the original guarantee on the replaced or repaired goods will remain in force.
D. If the Other Party does not fulfil, does not fulfil properly or does not fulfil on time any obligation arising for it from the Agreement concluded with VAHB, VAHB will not be obliged to provide any guarantee with regard to this Agreement.
E. The guarantee will lapse if the Other Party carries out work on the goods supplied or has work carried out on them or uses the goods supplied injudiciously and/or inefficiently or uses them or has them used contrary to VAHB's instructions. 

Article 22. Statute of limitations

All legal claims of the Other Party by virtue of an Agreement subject to these terms and conditions shall, subject to the provisions of Section 6:191 of the Dutch Civil Code, lapse after one year, to be calculated from the day on which the work was completed or should have been completed.

Article 23. Disputes

A. These Terms and Conditions and any agreements between VAHB and the Other Party are governed by Dutch law.
B. All Agreements and agreements resulting therefrom between VAHB and the Other Party will be governed by Dutch law. Disputes will be submitted exclusively to the competent court in 's-Hertogenbosch.
C. The applicability of the Vienna Sales Convention is expressly excluded