General terms and conditions

Additional general terms and conditions online sales:

General
On all offers and agreements regarding deliveries of goods and/or services, unless explicitly agreed otherwise, the “General Terms and Conditions Caliber Europe BV” filed at the Registry of the District Court in ‘s-Hertogenbosch on July 19, 2001 under no. 76/2001, apply. In addition, the following provisions apply to any offer of the entrepreneur and any agreement reached at a distance between entrepreneur and consumer.

Article 1 – Definitions
For the purposes of these terms and conditions:

Supplementary agreement: an agreement whereby the consumer acquires products, digital content and / or services in connection with a distance contract and these items, digital content and / or services are supplied by the operator or by a third party on the basis of an agreement between that third party and the operator;
Withdrawal period: the period within which the consumer can exercise his right of withdrawal;
Consumer: the natural person who is not acting for purposes relating to his trade, business, craft or profession;
Day: calendar day;
Digital content:data produced and delivered in digital form;
Perpetual agreement: an agreement for the regular delivery of goods, services and/or digital content during a certain period of time;
Durable data carrier: any tool – including e-mail – that enables the consumer or entrepreneur to store information addressed to him personally in a way that allows future consultation or use for a period of time appropriate to the purpose for which the information is intended, and that allows unaltered reproduction of the stored information;
Right of withdrawal: the possibility for the consumer to waive the distance contract within the cooling-off period;
Entrepreneur: the natural or legal person who offers products, (access to) digital content and/or services at a distance to consumers;
Remote agreement: an agreement concluded between the trader and the consumer as part of an organized system for distance selling of products, digital content and / or services, up to and including the conclusion of the agreement exclusively or partly using one or more means of distance communication;
Model revocation form: the model revocation form set out in Annex I to these conditions. Annex I need not be made available if the consumer does not have a right of withdrawal with regard to his order;
Technique for distance communication:means that can be used for concluding an agreement, without the consumer and entrepreneur having to be together in the same room at the same time.

Article 2 – Applicability

These general terms and conditions apply to every offer from the entrepreneur and to every distance contract concluded between entrepreneur and consumer.
Before the distance contract is concluded, the text of these terms and conditions will be made available to the consumer. If this is not reasonably possible, the trader, before the distance contract is concluded, will indicate how the terms and conditions can be viewed by the trader and that they will be sent to the consumer free of charge as soon as possible at the consumer’s request.
If the distance contract is concluded electronically, then, contrary to the previous paragraph and before the distance contract is concluded, the text of these terms and conditions may be made available to the consumer electronically in such a way that the consumer can easily store it on a durable medium. If this is not reasonably possible, before the distance contract is concluded, it will be indicated where the general terms and conditions can be viewed electronically and that they will be sent electronically or otherwise free of charge at the consumer’s request.
In the event that, in addition to these general terms and conditions, specific product or service conditions also apply, the second and third paragraphs apply by analogy and the consumer can always invoke the applicable provision that is most favourable to him in the event of conflicting conditions.

Article 3 – The offer

If an offer has a limited period of validity or is made subject to conditions, this will be explicitly stated in the offer.
The offer contains a complete and accurate description of the offered products, digital content and/or services. The description is sufficiently detailed to enable the consumer to make a proper assessment of the offer. Displayed images are a true representation of the products, services and/or digital content offered. Delivered product may differ in detail from the displayed image. Obvious mistakes or obvious errors in the offer are not binding on the entrepreneur.
Each offer contains such information that it is clear to the consumer what rights and obligations are attached to the acceptance of the offer.

Article 4 – The Agreement

The agreement is, subject to the provisions of paragraph 3, concluded at the time of acceptance by the consumer of the offer and compliance with the conditions set.
If the consumer has accepted the offer electronically, the trader will immediately confirm receipt of acceptance of the offer electronically. As long as the receipt of this acceptance has not been confirmed by the trader, the consumer may dissolve the contract.
The entrepreneur may, within the limits of the law – to inform whether the consumer can meet his payment obligations, as well as all those facts and factors that are important for a responsible conclusion of the distance contract. If, on the basis of this investigation, the operator has good grounds not to enter into the agreement, he is entitled to refuse an order or request, stating reasons, or to attach special conditions to the implementation.
At the latest upon delivery of the product, service or digital content to the consumer, the trader will send the following information, in writing or in such a way that the consumer can store it in an accessible manner on a durable medium:
1. the visiting address of the establishment of the entrepreneur to which the consumer can turn with complaints;
2. the conditions under which and the manner in which the consumer may exercise the right of withdrawal, or a clear indication of the exclusion of the right of withdrawal;
3. information on warranties and existing after-sales service;
4. the price including all taxes of the product, service or digital content; to the extent applicable, the costs of delivery; and the method of payment, delivery or performance of the distance contract;
5. the requirements for termination of the contract if the contract has a duration of more than one year or is of indefinite duration;
6. if the consumer has a right of withdrawal, the model withdrawal form.
In the case of an enduring transaction, the provision of the previous paragraph shall only apply to the first delivery.

Article 5 – Right of withdrawal

For products:

1. The consumer can dissolve an agreement regarding the purchase of a product during a reflection period of at least 14 days without giving reasons.
2. The cooling-off period referred to in paragraph 1 shall commence on the day after the consumer, or a third party other than the carrier and indicated in advance by the consumer, has received the product, or:
  1. if the consumer has ordered several products in the same order: the day on which the consumer, or a third party designated by him, has received the last product. The entrepreneur may, provided he has clearly informed the consumer prior to the ordering process, refuse an order of multiple products with a different delivery time.
  2. if the delivery of a product consists of several shipments or parts: the day on which the consumer, or a third party designated by him, received the last shipment or the last part;
  3. in the case of contracts for regular delivery of products over a given period: the day on which the consumer, or a third party designated by him, receives the first product.

aIn the case of services and digital content not supplied on a tangible medium:

1. The consumer can terminate a service contract and a contract for the supply of digital content that is not supplied on a tangible medium for at least 14 days without giving reasons.
2. The cooling-off period referred to in paragraph 3 shall commence on the day following the conclusion of the agreement.

Extended cooling-off period for products, services and digital content not supplied on a tangible medium in the event of failure to inform about the right of withdrawal:

If the entrepreneur has not provided the consumer with the legally required information about the right of withdrawal or the model withdrawal form, the cooling-off period expires twelve months after the end of the original cooling-off period determined in accordance with the previous paragraphs of this article.
If the entrepreneur has provided the consumer with the information referred to in the previous paragraph within twelve months after the starting date of the original cooling-off period, the cooling-off period expires 14 days after the day on which the consumer has received that information.

Article 6 – Obligations of the consumer during the reflection period

During the reflection period, the consumer will handle the product and packaging with care. He will only unpack or use the product to the extent necessary to determine the nature, characteristics and functioning of the product. The starting point here is that the consumer may only handle and inspect the product as he would be allowed to do in a shop.
The consumer shall only be liable for any reduction in the value of the product resulting from a way of handling the product that goes beyond what is permitted in paragraph 1.
The consumer is not liable for any reduction in the value of the product if the entrepreneur has not provided him with all legally required information about the right of withdrawal before or at the conclusion of the contract.

Article 7 – Exercise of the right of withdrawal by the consumer and costs thereof

If the consumer makes use of his right of withdrawal, he shall report this within the cooling-off period to the entrepreneur by means of the accompanying model withdrawal form.
As soon as possible, but within 14 days from the day following the notification referred to in paragraph 1, the consumer returns the product, or hands it over to (an authorized representative of) the entrepreneur. This is not necessary if the entrepreneur has offered to collect the product himself. The consumer has in any case observed the return period if he returns the product before the cooling-off period has expired.
The consumer returns the product with all delivered accessories, if reasonably possible in original condition and packaging, and in accordance with the reasonable and clear instructions provided by the entrepreneur.
The risk and burden of proof for the correct and timely exercise of the right of withdrawal lies with the consumer.
The consumer shall bear the direct costs of returning the product. If the entrepreneur has not reported that the consumer has to bear these costs or if the entrepreneur indicates to bear the costs himself, the consumer does not have to bear the costs of returning the product.
If the consumer withdraws after having first expressly requested that the provision of the service commences during the cooling-off period, the consumer owes the trader an amount that is proportional to that part of the commitment that the trader has fulfilled at the time of withdrawal, compared to the full fulfilment of the commitment.
1. The consumer shall not bear any costs for the performance of services that are not made ready for sale in a limited volume or quantity, if the trader has not provided the consumer with the legally required information concerning the right of withdrawal, the reimbursement of costs in the event of withdrawal or the model withdrawal form.
aThe consumer does not bear any costs for the full or partial delivery of digital content not supplied on a tangible medium, if:
1. he has not expressly agreed to start fulfilling the contract before the end of the cooling-off period;
2. he has not acknowledged losing his right of withdrawal when giving his consent; or
3. the entrepreneur has failed to confirm this statement from the consumer.
If the consumer makes use of his right of withdrawal, all ancillary contracts shall be dissolved by operation of law.

Article 8 – Obligations of the trader in the event of withdrawal

The entrepreneur will notify the consumer of the revocation electronically, after receipt of this notification immediately send a confirmation of receipt.
The entrepreneur shall reimburse all payments made by the consumer, including any delivery costs charged by the entrepreneur for the returned product, immediately but within 14 days following the day on which the consumer notifies him of the withdrawal. Unless the Entrepreneur offers to collect the product himself, he may wait until he has received the product or until the Consumer demonstrates that he has returned the product, whichever time is earlier.
The entrepreneur uses the same means of payment that the consumer has used for reimbursement, unless the consumer agrees to another method. The refund is free of charge for the consumer.
If the consumer has opted for a more expensive method of delivery than the cheapest standard delivery, the entrepreneur does not have to reimburse the additional costs for the more expensive method.

Article 10 – Exclusion of right of withdrawal

The Entrepreneur can exclude the following products and services from the right of withdrawal, but only if the Entrepreneur has clearly stated this in the offer, at least in good time before concluding the contract:

Products or services whose price is subject to fluctuations in the financial market that are beyond the Entrepreneur’s control and which may occur within the revocation period;
Contracts concluded during a public auction. A public auction is understood to mean a sales method in which products, digital content and/or services are offered by the entrepreneur to the consumer who attends or is given the opportunity to attend the auction in person, under the supervision of an auctioneer, and in which the successful bidder is obliged to purchase the products, digital content and/or services;
Service contracts, after full performance of the service, but only if:
1. the performance has begun with the express prior consent of the consumer; and
2. the consumer has declared that he loses his right of withdrawal as soon as the entrepreneur has fully performed the contract;
Products made to consumer specifications, which are not prefabricated and which are made on the basis of an individual choice or decision of the consumer, or which are clearly intended for a particular person;
Products that spoil quickly or have a limited shelf life;
Sealed products that are not suitable for return for reasons of health protection or hygiene and whose seal has been broken after delivery;
Products which, by their nature, have been irrevocably mixed with other products after delivery;
Sealed audio, video recordings and computer software, the seal of which has been broken after delivery;
The delivery of digital content other than on a tangible medium, but only if:
1. the performance has begun with the express prior consent of the consumer; and
2. the consumer has declared that he thereby loses his right of withdrawal.

Article 11 – The price

During the period of validity stated in the offer, the prices of the products and/or services offered will not be increased, except for price changes due to changes in VAT rates.
Contrary to the previous paragraph, the entrepreneur may offer products or services whose prices are subject to fluctuations in the financial market and on which the entrepreneur has no influence, with variable prices. These fluctuations and the fact that any listed prices are target prices, are mentioned in the offer.
Price increases within 3 months after the conclusion of the contract are only permitted if they are the result of statutory regulations or provisions.
Price increases from 3 months after the conclusion of the agreement are only allowed if the entrepreneur has stipulated this and:
1. they are the result of statutory regulations or provisions; or
2. the consumer has the right to terminate the contract as of the day on which the price increase takes effect.
The prices mentioned in the offer of products or services are inclusive of VAT.

Article 12 – Fulfilment of agreement and additional guarantee

The entrepreneur guarantees that the products and / or services meet the agreement, the specifications stated in the offer, the reasonable requirements of reliability and / or usability and the date of the conclusion of the agreement existing legal provisions and / or government regulations. If agreed, the entrepreneur also guarantees that the product is suitable for other than normal use.
An extra guarantee provided by the entrepreneur, his supplier, manufacturer or importer never restricts the legal rights and claims that the consumer can assert against the entrepreneur under the contract if the entrepreneur has failed in the performance of his part of the contract.
Additional guarantee means any commitment by the entrepreneur, his supplier, importer or producer in which he grants the consumer certain rights or claims that go beyond what the consumer is legally obliged in case he has failed in the performance of his part of the contract.

Article 13 – Delivery and execution

The entrepreneur will take the greatest possible care in receiving and executing orders of products and in assessing applications for the provision of services.
The place of delivery is the address that the consumer has made known to the entrepreneur.
Subject to what is stated in Article 4 of these General Terms and Conditions, the Entrepreneur shall execute accepted orders expeditiously but at the latest within 30 days, unless another delivery period has been agreed. If the delivery is delayed, or if an order is not or only partially carried out, the consumer receives this within 30 days after he has placed the order. In that case, the consumer has the right to dissolve the agreement free of charge and entitled to any compensation.
After dissolution in accordance with the previous paragraph, the entrepreneur will immediately refund the amount paid by the consumer.
The risk of damage and/or loss of products rests with the entrepreneur until the moment of delivery to the consumer or a previously appointed and announced representative, unless expressly agreed otherwise.

Article 14 – Duration transactions: duration, termination and renewal

Resignation:

1. The consumer may contract for an indefinite period of time and that extends to the regular delivery of products (including electricity) or services, terminate at any time subject to agreed termination rules and a notice of up to one month.
2. The consumer may contract for a definite period and that extends to the regular delivery of products (including electricity) or services, at any time at the end of the definite period terminate, subject to agreed termination rules and a notice of up to one month.
3. The consumer may conclude the contracts referred to in the previous paragraphs:
  1. – terminate at any time and not be limited to termination at a specific time or in a specific period of time;
  2. – at least denounce them in the same way as they were entered into by him;
  3. – always terminate with the same notice as the entrepreneur has stipulated for himself.

Extension:

1. A contract entered into for a definite period of time for the regular delivery of products (including electricity) or services may not be tacitly renewed or renewed for a definite period of time.
2. Contrary to the previous paragraph, a fixed-term contract that has been concluded for the regular delivery of daily news and weekly newspapers and magazines may be tacitly renewed for a fixed period of up to three months, if the consumer at the end of the extension may terminate the contract with a notice of up to one month.
3. A fixed-term contract that has been concluded for the regular delivery of products or services may only be tacitly renewed for an indefinite period of time if the consumer may at any time terminate with a notice of up to one month. The notice period shall not exceed three months if the agreement provides for the regular, but less than once a month, delivery of daily, news and weekly newspapers and magazines.
4. An agreement with a limited duration for the regular delivery of daily newspapers, news and weekly newspapers and magazines (trial or introductory subscription) will not be tacitly continued and will end automatically at the end of the trial or introductory period.

Expensive:

If a contract has a duration of more than one year, after one year the consumer may terminate the contract at any time with a notice of up to one month, unless the reasonableness and fairness opposes termination before the end of the agreed term.

Article 15 – Payment

Unless otherwise stipulated in the agreement or additional conditions, the amounts owed by the consumer must be paid within 14 days after the start of the cooling-off period, or in the absence of a cooling-off period within 14 days after the conclusion of the agreement. In the case of an agreement for the provision of a service, this period commences on the day after the consumer has received confirmation of the agreement.
When selling products to consumers for which a prepayment has been stipulated, the consumer may not assert any rights regarding the execution of the order or service(s) in question before the stipulated prepayment has been made.
The consumer has the duty to report any inaccuracies in the payment details provided or stated to the entrepreneur without delay.
If the consumer does not meet his payment obligation(s) on time, after the proprietor has drawn his attention to the late payment and the proprietor has given the consumer a period of 14 days in which to still meet his payment obligations, after failing to pay within this 14-day period, the consumer will owe the statutory interest on the amount still owed and the proprietor is entitled to charge the extrajudicial collection costs he has incurred. These collection costs amount to a maximum of: 15% on outstanding amounts up to € 2,500; 10% on the next € 2,500 and 5% on the next € 5,000 with a minimum of € 40. The entrepreneur can deviate from the amounts and percentages mentioned for the benefit of the consumer.

Article 16 – Complaints procedure

The entrepreneur has a sufficiently publicized complaints procedure and handles the complaint in accordance with this complaints procedure.
Complaints about the implementation of the agreement must be submitted to the entrepreneur within a reasonable time after the consumer has discovered the defects, complete and clearly described.
Complaints submitted to the entrepreneur will be answered within a period of 14 days from the date of receipt. If a complaint requires a foreseeable longer processing time, the entrepreneur will answer within the period of 14 days with a message of receipt and an indication when the consumer can expect a more detailed answer.
The consumer should give the entrepreneur at least 4 weeks to solve the complaint in mutual consultation. After this period, a dispute arises that is subject to dispute resolution.

Article 17 – Disputes

Agreements between the entrepreneur and the consumer to which these general terms and conditions apply, are exclusively governed by Dutch law.

GENERAL TERMS AND CONDITIONS CALIBER EUROPE B.V.

Filed at the Registry of the District Court in ‘s-Hertogenbosch on 19 July 2001 under no. 76/2001.

Article 1 – Definitions

In these general terms and conditions and the agreements to which they have been declared applicable, the terms below have the following meaning:

Seller: the (legal) person who declares these general terms and conditions applicable in the context of an offer to or Agreement with the Buyer.
Buyer:the Seller’s other party that has accepted the validity of these general terms and conditions in writing or otherwise.
Agreement: the agreement between Seller and Buyer.

Article 2 – General

These terms and conditions apply to all offers and all agreements relating to the supply of goods and/or services by the Vendor, unless expressly agreed otherwise in writing.

Article 3 – Formation of the Agreement

The Agreement is only concluded by Seller’s written acceptance or confirmation of an order from Buyer within five working days of receipt of an order or by Seller’s actual execution of the order in question.
For work for which, due to its nature and scope, no quotation or order confirmation is sent, the invoice shall also serve as order confirmation.
Each Agreement is entered into under the condition precedent of Buyer’s creditworthiness.

Article 4 – Offers

All offers of Seller are non-binding and based on delivery/performance under normal circumstances, during normal daily working hours.
All offers are valid for a maximum period of 1 month, unless otherwise agreed in writing.
Data mentioned in price lists, catalogues, illustrations, drawings, sizes, weights and other (technical) information are not binding.

Article 5 – Industrial and Intellectual Property

The Buyer is not permitted to disclose, copy, reproduce, disclose to third parties and sell, rent out, dispose of, transfer as security or assign or change to third parties (the right of use thereof). The ownership of all industrial and intellectual property rights relating to the products remains with the Seller.
The Buyer is not permitted to remove or change any designation concerning copyrights, trademarks, trade names, patents or other rights from the delivered movable property.

Article 6 – Prices

The prices stated are without obligation and exclusive of turnover tax and all other taxes, levies, import duties, etc. payable at home and/or abroad, which are for the account of the Buyer, unless expressly agreed otherwise. The prices stated shall apply to delivery ex works/warehouse.
Price increasing factors after the date of an offer by the Seller, such as exchange rates, wages, insurance premiums, tax charges, etc., are at the risk of the Buyer.
The prices quoted include a 5% discount. As a result of this discount, the Buyer cannot invoke the Seller’s warranty obligation pursuant to Article 10.
The aforementioned discount only applies to agreements concluded with Buyers residing or established outside the Benelux. Buyers residing or established within the Benelux cannot derive any rights from the provisions of Article 6.3.

Article 7 – Payment

Payment shall be made upon delivery unless expressly agreed otherwise in writing and/or, where appropriate, stated on the Seller’s invoice. Payment shall be deemed to have been made at the time when the full amount due has been credited to the bank or giro account to be designated by the Seller and shall take place without any deduction or setoff. If the agreed term of payment is exceeded, the Buyer will be deemed to be in default by operation of law and without any notice of default being required, interest will be payable on the outstanding amount from the due date of the claim at a rate of 1% per month or, if this is higher, a rate equal to the statutory interest, as well as all costs caused by the Buyer’s failure to pay (on time), including both judicial and extrajudicial collection costs.
The extrajudicial collection costs amount to 15% of the amount to be claimed with a minimum of N 450.
The Vendor is entitled to demand adequate security for the fulfilment of the Purchaser’s obligations if the Vendor has good reason to fear that the Purchaser will not fulfil its obligations.
Invoices shall be deemed to have been accepted and approved by the Buyer if the Seller does not object to them by registered letter within eight days of the invoice date.

Article 8 – Delivery

Specified delivery periods are always approximate. Delivery shall be ex works/warehouse, unless expressly agreed otherwise in writing.
The delivered movable property shall be at the risk of the Buyer from the moment of delivery, or from the moment that acceptance is refused.
Exceeding the delivery period does not give the Buyer the right to refuse the movable property or a right to compensation, nor does it give the Buyer the right to dissolve the agreement in whole or in part.
The transport of goods shall be at the expense and risk of the Buyer, unless expressly agreed otherwise in writing. The Vendor is free in the choice of transport. The Vendor is entitled to deliver in parts and to invoice partial deliveries.

Article 9 – Complaints

With regard to visible faults and defects, complaints must be made in writing within eight days of delivery, and with regard to hidden faults, complaints must be made in writing to the Seller within eight days of the discovery of such a fault or within eight days after such a fault could reasonably have been discovered, but in any case within the guarantee period referred to in Article 10, failing which the deliverys/work shall be deemed to have been accepted by the Buyer and no dispute shall be possible.
In any case of a complaint, the Buyer shall immediately return the goods in question to the Seller at its expense and risk, on pain of forfeiture of the right to complain.
If and insofar as a complaint is found to be well-founded by the Seller, the Seller shall only be obliged, at its discretion: to refund the purchase price or to repair or (re)deliver a sound copy, which (re)delivery shall take place under the conditions set out in Article 7 and such a (re)delivery shall not be deemed to be a late delivery, without the Buyer being able to assert any right to any compensation whatsoever. Complaints will not be accepted if the defects do not prevent or substantially hinder the use of the delivered movable property.
Complaints do not release Buyer from its payment obligations to Seller.

Article 10 – Warranty

The Seller guarantees the soundness of the goods supplied and/or work carried out for a period of time equal to that provided by the manufacturer for the products supplied, unless expressly agreed otherwise in writing. By virtue of the guarantee, the Seller is only liable for defects about which the Seller has been notified within the guarantee period and of which the Buyer proves that they have arisen within the guarantee period as a direct consequence of the faulty manufacture. Incidentally, the Seller shall not be liable.
The Buyer shall at all times require the Seller’s express written approval for repair/replacement and/or maintenance by third parties on pain of forfeiture of warranty. The Seller shall never be liable for defects resulting from normal wear and tear, injudicious treatment or injudicious or incorrect maintenance or repairs/replacements and/or maintenance and the like by third parties.
Buyers residing or established outside the Benelux cannot derive any rights from the provisions of this article.

Article 11- Service

Complaints from Buyers residing or established in the Benelux will always be assessed by the Seller, regardless of whether the guarantee is still applicable. To that end, the Buyer shall return the product in question at its own expense.
If Seller is of the opinion that the complaint is covered by the warranty, Seller will repair the product in question at its expense and return it free of charge.
If Seller is of the opinion that the complaint is not covered by the warranty, Seller will automatically carry out repairs up to an amount of N 45, – net excluding VAT, without informing Buyer. For repairs above the amount of N 45,- net excluding VAT, Buyer will be contacted.
If the Seller unnecessarily sends products to the Buyer, entirely at the Seller’s discretion, the Buyer will be charged the research costs and transport costs.
Buyers residing or established outside the Benelux cannot derive any rights from the provisions of this article.

Article 12 – Liability and indemnity

The Seller’s liability is limited to payment of what it has assumed under the guarantee. Any further liability, whether for direct or indirect damage, costs and interest, is explicitly limited to an amount of N 2275,-.
The Purchaser indemnifies the Vendor against any possible liability to third parties arising from or in connection with services and/or deliveries carried out by the Vendor for the benefit of the Purchaser.

Article 13 – Retention of title

All delivered movable property shall remain the property of the Seller until the moment of full payment by the Buyer of all that it owes the Seller on the basis of a Contract, including claims for failure to perform a Contract (such as interest, costs and penalties), as referred to in Article 3:92 of the Dutch Civil Code.
As long as the movable property is subject to the Seller’s retention of title, the Buyer is obliged to leave the movable property in its original form and is not entitled to alter it, not even by formation, accession or mixing.
The Buyer is obliged to inform third parties (such as trustees and attachments who claim any right with regard to the movable property to which the Seller has a retention of title) in writing of the Seller’s retention of title. In such a case, the Buyer must immediately inform the Seller of this in writing.
Notwithstanding the provisions of the first paragraph, the Buyer is authorised to sell goods received from the Seller in the course of its normal business operations. However, it shall always be a condition that the Buyer has informed the other party purchasing goods of the full contents of this Article in writing in good time prior to the conclusion of any purchase agreement. The Vendor is at all times entitled to require the Purchaser to sell and deliver only after the Vendor has established a non-possessory pledge on the goods in question for the benefit of the Vendor. As soon as the Vendor makes this demand known to the Purchaser, the authority as referred to in the first sentence of this Article automatically lapses.

Article 14 – Lien and right of retention

A pledge is established for the benefit of the Vendor on all goods that the Vendor holds or will hold for whatever reason and a right of retention is granted to the Vendor as security for all claims that the Vendor holds and/or will hold on the Buyer.

Article 15 – Force majeure

1. If the Seller is prevented by force majeure of a permanent or temporary nature from performing or further performing the Agreement, irrespective of whether the force majeure was foreseeable, the Seller will be entitled to dissolve the Agreement in whole or in part without any obligation to pay damages by means of a notice to that effect without judicial intervention, without prejudice to the Seller’s right to payment by the Buyer for performance already performed by the Seller before there was a situation of force majeure or to suspend performance or further performance of the Agreement in whole or in part.

The Seller will inform the Buyer of a situation of force majeure as soon as possible. In the event of suspension, the Seller will still be entitled to declare the Agreement dissolved in whole or in part.

Force majeure includes all circumstances as a result of which the Seller is temporarily or permanently unable to fulfil its obligations, such as fire, strikes or lockouts, riots, war, government measures such as import or export restrictions, default of suppliers, transport problems, natural disasters, malfunctions in the Seller’s business or that of suppliers, electricity failures, theft or embezzlement from the Seller’s warehouses or workshops and furthermore all circumstances where the Seller cannot reasonably be expected to (further) fulfil its obligations towards the Buyer. Force majeure on the part of Seller’s suppliers shall also be deemed to be force majeure on the part of Seller.

Article 16 – Language

Communication, written correspondence and telephone traffic between the Seller and a Buyer residing or established outside Dutch territory shall be conducted exclusively in English.
The provisions of the previous paragraph do not apply if a dispute has arisen between Seller and Buyer and the dispute is submitted to the judgement of the competent court.

Article 17 – Applicable law and choice of court

All offers and agreements to which the general terms and conditions apply shall be subject to Dutch law. All disputes arising from offers from and agreements with the Seller will exclusively be submitted to the judgement of the District Court in ‘s-Hertogenbosch, unless the Buyer is a natural person who is not acting in the exercise of a profession or business.
The applicability of the Vienna Sales Convention of 11 April 1980 (CISG) is expressly excluded.

Article 18 – Amendments

Seller is entitled to amend these general terms and conditions. Purchaser shall be deemed to have accepted the amendments in question if Purchaser has not submitted a written protest to this effect within 14 days of Seller’s written notification that the amendment will take place.

Article 19 – Translations

The provisions of the previous paragraph do not apply if a dispute has arisen between Seller and Buyer and the dispute is submitted to the judgement of the competent court.

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