IMPORTANT NOTICE: This document is a direct translation of our original Dutch terms and conditions and is therefore not binding and only provided for customers’ convenience. Please use the original Dutch text as the exact general terms and conditions.
1.1 On all contracts with Dutchband BV, except as otherwise agreed, the following conditions apply. Dutchband BV does not accepts (delivery) terms of the customer/principal, unless explicitly agreed otherwise.
1.2 The contract is formed by placing a written or oral order with Dutchband BV and the acceptance thereof by Dutchband BV. The principal accepts these terms with his order or request for an offer. An order or request for an offer is considered accepted by Dutchband BV if Dutchband BV has not explicitly expressed the opposite to the other party within eight (8) days after receipt of the order or request for an offer.
1.3 Any offers made by Dutchband BV are without engagement, unless otherwise stated. The offer price is valid for thirty days, unless otherwise indicated. Offers are based on information that is possibly provided by the other party at the time of the order or request for an offer, whose accuracy Dutchband BV may assume. The content of leaflets, brochures and price lists are with a proviso and do not bind Dutchband BV.
1.4 The information given by the counterparty with any order or request for an offer will be included in the customer database of Dutchband BV. The customer database will not be sold to third parties.
2.1 Unless otherwise agreed in writing, the principal should pay all invoices within 14 days after the invoice date in the way that Dutchband BV has indicated in the bill in the given currency, without being able to invoke any discount, compensation or suspension.
2.2 The period of 14 days is a deadline. Therefore the principal is in default for late payment without notice.
2.3 Unabated to the consequences that the Civil Code gives to being in default, Dutchband BV will claim compensation of the principal for of-court legal assistance, which is fixed at 15% of the capital sum, with a minimum of € 34 , – (including VAT) in case of (late) payment of an invoice.
2.4 The payments made by the couterparty are first to settle all interest and costs and secondly to settle the invoices which are due the longest, even if the other party indicates that the payment relates to an invoice by a later date.
2.5 The counterparty may not settle a dept under this agreement with any claim on Dutchband BV.
2.6 At all times Dutchband BV reserves the right to secure the payment or to demand advance payment. Any of its obligations may be suspended until the required security is provided.
2.7 Delivered goods remain the property of Dutchband BV until full payment of the invoice and other costs, including the costs mentioned in art. 2.3, has occurred.
3. Complaints / Returns
3.1 Complaints about goods or services and / or objections to invoices have to be submitted to Dutchband BV within eight days of the invoice date. Complaints or objections do not suspend the payment obligation.
3.2 Returns are only accepted – with the permission of Dutchband BV – when the principal has met the provisions of art. 3.1, the goods are undamaged and in original packaging and when they are rapidly returned.
4.1.1 If Dutchband BV is liable, this liability is limited to what this provision states.
4.1.2 Dutchband BV is not liable for damage of whatever nature, created by Dutchband BV’s assumptions that are the result of incorrect or incomplete information given by the counterparty.
4.1.3 Dutchband BV is only liable for direct damage.
Direct damage is only:
a. the reasonable costs to establish the cause and extent of the damage, where the establishment relates to damage under these terms;
b. any reasonable costs incurred to make the poor performance of Dutchband BV to live up to the agreement, provided that this can be attributed to Dutchband BV;
c. reasonable costs incurred to prevent or mitigate damage, insofar as the counterparty can proof that these costs have led to the limitation of direct damage under these terms.
4.1.4 Dutchband BV is not liable for indirect damages, including consequential damages, lost profits, lost savings and damage due to business or other stagnation. In case of a consumer purchase this restriction does not extend beyond those that are permitted under paragraph 2 of Article 7:24 Dutch civil code.
4.1.5 if Dutchband BV will be liable for any loss or damages, liability of Dutchband BV is limited to a maximum EUR 1,000,000.
4.1.6 the limitations of liability in this article do not apply if the damage is due to intent or gross negligence of Dutchband BV or its management and / or employees.
4.2 The delivery times will never be regarded as deadlines, unless expressly agreed otherwise in writing. Dutchband BV is not liable for costs of the principal or third parties arising from a late delivery.
4.3 In these terms by force majeure is meant circumstances that happen free of the will of the parties and / or unforeseen circumstances in which case fulfillment of the contract can no longer reasonably be required by the principal of Dutchband BV. This includes in any case the following circumstances: transportation difficulties, fire, strikes, government measures, business failures, the fact that one of our suppliers does not, either promptly or properly, deliver to us.
4.4 If in our opinion the force majeure is of a temporary nature, we have the right to suspend the execution of the agreement until the fact that causes the force majeure will not be repeated.
4.5 If in our opinion the force majeure of a permanent nature, the principal may arrange with us an agreement to dissolve the contract and the related consequences.
5. Limitation period/experation date
5.1 Any legal actions against Dutchband BV, including claims for damages, have a limitation period and / or expire after one year after the claim(s) arose.
6.1 Changes or additions of the contract and the general terms are only valid if they are in writing and are signed by both parties.
7. Partial nullity
7.1 If any condition of the agreement and / or general terms proves to be invalid, this shall not affect the validity of the entire agreement. The parties shall replace the condition(s) with (a) new condition(s) to which the intent of the original agreement is given to the extent that is legally possible.
8. Disputes and applicable law
8.1 All disputes concerning the formation, interpretation or execution of an agreement with Dutchband BV will be brought exclusively before the competent court in Amsterdam. If this is a different court than regular court, Dutchband BV gives the principal/customer a period of one month to decide(in writing) to settle the dispute by the competent court, after Dutchband BV has invoked this clause.
8.2 On the agreement, the interpretation of the agreement and implementation of the agreement Dutch law applies.
8.3 The counterparty indemnifies Dutchband BV against all claims in connection with this agreement by third parties. The indemnification includes all damages and costs Dutchband BV may suffer or incur in connection with such a claim.
These general terms are deposited at the Chamber of Commerce in Amsterdam