GENERAL TERMS AND CONDITIONS OF SALE OAT SHOES B.V.
1. General These terms and conditions are applicable to all (future) agreements, services and offers to be delivered by us, and exclude any deposited terms and conditions from buyers or others, printed on their company/corporate paper, order- and delivery forms, invoices etc. The placing of an order by the buyer implies that the buyer is aware of these conditions and accepts them without reservation. Deviations from these terms and conditions are only valid per transaction when explicitly agreed on by a signed written document. “Buyers” as referred to in these terms and conditions can also be interpreted as “contractors”.
2. Offers and prices All offers, price list or any other forms, made are non-committal unless explicitly mentioned otherwise and noted in a written document. All prices specified by us are non-committal and can be influenced by price changes by our suppliers, currency- and exchange rates, and/or other factors that determine prices. We preserve the right to charge any raises in these prices to the buyer, even those that occur after the initial agreements have been made. All samples, drawings, measurements, weights, models, colors and/or other details provided by us to the buyer, are meant as a suggestive description only. Reclamations concerning small and/or unavoidable deviations from the samples, drawings, measurements, weights, models, colors and/or other details provided by us, will not be accepted.
3. Orders and cancelations Agreements concerning the delivery of goods and/or services initially bind us to our execution of the order placed, with the obligations of the buyer to his order unabated. The same is applicable to any supplements, changes or further agreements taking effect. The order is valid unless it is canceled in writing within 5 (five) days after the order is placed. Any shipment or other costs made by us consequently to the cancellation are at the expense of the buyer and will be reclaimed.
The seller has the right to cancel all orders, either wholly or partly, at his own discretion and without judicial intervention of the legal authorities, or to demand payment in advance for deliveries still to be made.
4. Delivery time The delivery periods as provided are indicative only. Unless explicitly agreed on otherwise in a written document, we do not give any guarantees about and are in no way responsible for delivery times. Delayed delivery does not give the buyer the right to annul the agreement, cancel the order, refuse receipt and/or payment of the goods and/or services, nor any kind of damage claims.
5. Transport and risks All goods, including those that are sold post free and/or that are completely or partly unwrapped, are transported at the risk of the buyer. We always determine the way of transport, also for post-free packages. In case delivery cannot take place for reasons beyond our control, we reserve the right to store the goods that are ready for delivery at the cost and risk of the buyer, and receive payment for these goods as if they have been delivered.
6. Reclamations Reclamations regarding delivered goods are only legally valid when offered to us directly, in writing and within our possession within 5 days after delivery of the goods, precisely describing the nature and grounds of the complaint as well as containing the packing slip and invoice number concerned. Any alterations, damages or other changes made to the original goods by the buyer, as well as transfer of possession of the goods to third parties by the buyer, waives the right to any reclamation and will not be taken into consideration.
Reclamations do not affect other agreements or legal relationships between both parties. In case of valid reclamation, we are solely obliged to improve or replace the delivered goods to the buyer free of charge, excluding the right to any compensation to the buyer and/or third parties. We rule out every responsibility for any damage or injuries caused by or due to any defect of the delivered goods, to the buyer and/or third parties.
Return shipments are only accepted when approved by us in writing and are at the cost and risk of the buyer.
Seller has the right to sell to third parties not accepted or received back articles of products, provided with identifying marks of buyer in any way whatsoever in case removal of such marks will lead to damage to and/or decrease in value of the articles concerned.
7. Payment Unless otherwise agreed upon in writing, payment must be made in accordance with the terms indicated in the invoice, without any appeal to discounts, compensation or offset. Payment of the purchase price shall be effected in Amsterdam, the Netherlands, to an account to be indicated by the seller. Payments are always taken as settlement of the oldest due receivables. In the event of payment through a bank, the date of payment shall be deemed to be the date the due amount is credited to the seller’s account. If payment is made by cheque, the date of payment shall be the date on which the seller cashes the cheque. In case the buyer does not pay within the agreed period, he is in default by the single course of that period, without requirement of a further default notice or summons, and indebted to pay a penalty of 1,5% of the total amount per month as of the first day of default, where a section of a month counts as a full month. In case of late or non-payment we reserve the right to take measures for collecting the outstanding amounts using third parties. All costs made regarding the collection, including all legal costs, executed by any party are for the account of the buyer. Providing an invoice of the concerning councilor is sufficient as argument for these costs made. As a compensation of extrajudicial costs, the buyer will always be increasingly charged for 15% of the principal sum, without any further argumentation.
In case of doubt about the solvency of the buyer, we reserve the right to postpone the execution of our obligations -even when already -partly- started-, until the buyer has provided collateral/certainties for all his obligations resulting from the respective agreement and/or other possible agreements to our assurance.
If the buyer fails to pay on time, the seller shall be entitled to demand cash payment in advance for all deliveries yet to be effected. He shall also be entitled to cancel the contract, either wholly or partly, or to suspend further execution of the order until all due invoiced amounts have been settled.
8. Reservation of ownership All goods delivered by us, processed or unprocessed, stay our sole property until the buyer has fulfilled all his obligations under the made agreement(s). For as long as the seller still has amounts payable outstanding he shall be entitled to recall the goods and the buyer is in no case authorized to put these items in collateral with third parties or transfer ownership in any form whatsoever (including as surety) to third parties nor to give them to third parties on consignment. In case we have reason or deem it necessary to use our reservation of ownership, the buyer obligates himself to return all delivered goods at our first request, against proof of delivery, providing all cooperation, as well as information required, like lending access to storage space etc. The buyer will inform us immediately if and in case, for whatever reason, a third party believes to have claims to the goods and/or has/will be taking measures in this respect.
9. Omittance by the buyer In case the buyer cannot fulfill his obligations on one or more of the standing agreements between us, has or is impending to receive moratorium, is declared bankrupt or decides to go into liquidation, or we receive information which shows with reasonable certainty that the buyer will not be able to fulfill his payment obligations, we are authorized to suspend or (partly) terminate, by registered letter, all the at that time standing contracts and/or agreements, without legal intervention, to consider all non collectable outstanding payments as one direct payment due and claim back all unpaid products delivered, without effect to our right to claim compensation for damage, lost profits and interest.
10. Force Majeur In case we are unable to deliver the goods on time due to Force Majeur, we have the right to postpone the delivery, or renounce the delivery completely, depending on circumstances. In such cases the buyer is not entitled to any form of compensation.
Undiminished the determined in article 75 ‘Boek 6 Burgerlijk Wetboek (BW)’ (Book 6 Civil Code), circumstance outside of our will and power, not inflicted by us, such that within reason compliance with the agreements made cannot be expected from us, count as Force Majeur.
11. Disputes All disputes resulting from agreements and contracts made under these terms & conditions and agreements that are a consequence from those, will, unless the relevant cantonal judge is empowered for such a difference, only be referred to at the competent judge of court in Amsterdam, such including procedures to obtain preliminary injunctions. Nonetheless, The seller may, however, elect to submit a dispute with the buyer for adjudication in the place where buyer’s business is registered or where buyer is officially domiciled, and may elect whether or not the law of the country where the buyer is registered/domiciled shall apply.
12. Applicable law All agreements and contracts made under these terms & conditions, and agreements that are a consequence from those, are applicable to Dutch law.