GENERAL TERMS AND CONDITIONS

1 APPLICABILITY

  1. 1.1 THESE GENERAL DELIVERY CONDITIONS OF DEGOEDE.COM B.V. (‘GENERAL DELIVERY CONDITIONS’) APPLY TO AND ARE AN INTEGRAL PART OF ALL QUOTATIONS AND OFFERS OF DEGOEDE.COM B.V. , OF ALL ACCEPTANCES, CONFIRMATIONS AND AFFIRMATIONS BY DEGOEDE.COM B.V., OF THE ORDERS PLACED BY BUYERS AND OF ALL AGREEMENTS (‘AGREEMENT’) WITH REGARD TO THE SALE BY DEGOEDE.COM B.V. AND THE PURCHASE BY THE BUYER OF GOODS AND SERVICES (‘PRODUCTS’), UNLESS AND INSOFAR AS EXPRESSLY AGREED OTHERWISE WITH DEGOEDE.COM B.V.
    2 1.2 ANY TERMS AND CONDITIONS AND CLAUSES MENTIONED IN ANY DOCUMENT OR ANY DOCUMENTS THAT THE BUYER ISSUES BEFORE OR AFTER A DOCUMENT ISSUED BY DEGOEDE.COM B.V. OR ANY DOCUMENT IN WHICH THESE GENERAL DELIVERY CONDITIONS ARE LAID DOWN OR WHICH REFERS TO THE GENERAL DELIVERY CONDITIONS ARE HEREBY EXPLICITLY REJECTED AND SET ASIDE BY DEGOEDE.COM B.V. AND THE TERMS AND CONDITIONS AND CLAUSES IN QUESTION ARE IN THEIR ENTIRETY NOT APPLICABLE TO ANY SALE TO THE BUYER BY DEGOEDE.COM B.V. AND ARE NOT IN ANY WAY BINDING ON DEGOEDE.COM B.V.

2 OFFER AND ACCEPTANCE

  1. 2.1  ALL OFFERS ARE SUBJECT TO CONFIRMATION WITHOUT OBLIGATION, UNLESS OTHERWISE EXPRESSLY DETERMINED, AND MUST BE CONSTRUED AS A WHOLE.
  2. 2.2  THE BUYER HAS A TERM OF FOURTEEN (14) DAYS AFTER THE DATE OF THE OFFER WITHIN WHICH TO ACCEPT THE OFFER, UNLESS ANOTHER ACCEPTANCE TERM IS EXPLICITLY MENTIONED.
  3. 2.3  DEGOEDE.COM B.V. IS ENTITLED TO WITHDRAW OR RECALL ALL OFFERS AT ANY TIME BEFORE RECEIPT BY DEGOEDE.COM B.V. OF THE NOTIFICATION OF THE BUYER’S ACCEPTANCE OF THE OFFER IN QUESTION.
  4. 2.4  AN AGREEMENT IS INITIALLY EFFECTED AFTER ACCEPTANCE OF AN OFFER BY THE BUYER AND A WRITTEN CONFIRMATION OF THE ASSIGNMENT BY DEGOEDE.COM B.V., OR AFTER DEGOEDE.COM B.V. HAS COMMENCED WITH THE IMPLEMENTATION.
  5. 2.5  IF NO ORDER CONFIRMATION IS SENT DUE TO CIRCUMSTANCES WHICH INCLUDE THE NATURE, SCOPE OR URGENCY OF THE ASSIGNMENT, DEGOEDE.COM B.V.’S INVOICE MUST BE CONSIDERED TO BE THE ORDER CONFIRMATION.
  6. 2.6  ALL AGREEMENTS WILL BE ENTERED INTO BY DEGOEDE.COM B.V. UNDER THE SUSPENSIVE CONDITION THAT IT IS APPARENT THAT THE BUYER IS SUFFICIENTLY CREDITWORTHY FOR THE FINANCIAL PERFORMANCE OF THE AGREEMENT, AND THIS AT THE EXCLUSIVE DISCRETION OF DEGOEDE.COM B.V.
  7. 2.7  AMENDMENTS TO THE AGREEMENT MUST BE AGREED TO IN WRITING BY THE PARTIES. THESE AMENDMENTS AS WELL AS THE ADDITIONAL WORK AS A CONSEQUENCE OF INCORRECT OR INCOMPLETE INFORMATION, OR INADEQUATE COOPERATION ON THE PART OF THE BUYER ARE CONSIDERED TO BE CONTRACT EXTRAS AND WILL BE CHARGED TO THE BUYER AS SUCH.
  8. 2.8  THE BUYER IS ONLY ENTITLED TO CANCEL OR TERMINATE THE AGREEMENT IF DEGOEDE.COM B.V. AGREES TO THIS IN WRITING. IN THIS CASE, THE BUYER IS OBLIGED TO PAY COMPENSATION FOR THE COSTS INCURRED BY DEGOEDE.COM B.V. FOR PREPARATION AND PARTIAL IMPLEMENTATION, AS WELL AS TO PAY COMPENSATION FOR THE NEGATIVE FINANCIAL CONSEQUENCES FOR DEGOEDE.COM B.V. DUE TO THE AGREEMENT NOT BEING IMPLEMENTED. THE COMPENSATIONS TOGETHER WILL AMOUNT TO AT LEAST 10% OF THE PRICE AGREED FOR THE ORDER.
  9. 2.9  ALL DOCUMENTS PERTAINING TO OFFERS MADE BY DEGOEDE.COM B.V. ARE AND REMAIN THE PROPERTY OF DEGOEDE.COM B.V. AND IT IS NOT PERMITTED TO DISCLOSE THEM TO THIRD PARTIES, TO PROVIDE THEM FOR INSPECTION, TO REPRODUCE THEM OR COPY THEM IN ANY WAY WHATSOEVER.

3 PRICE

  1. 3.1  THE PRICES MENTIONED IN AN ORDER CONFIRMATION OR IN THE AGREEMENT ARE DENOMINATED IN EUROS AND ARE EXCLUDING TAXES, FEES OR SIMILAR LEVIES WHICH ARE APPLICABLE NOW OR AT ANY TIME IN THE FUTURE ACCORDING TO THE LAW WHICH APPLIES TO PRODUCTS.
  2. 3.2  PRICES OR RATES WHICH ARE NOT EXPRESSED IN EURO ARE BASED ON THE EXCHANGE RATES WHICH ARE APPLICABLE IN THE NETHERLANDS AT THE TIME OF THE OFFER. IN THE EVENT OF CHANGES IN EXCHANGE RATES TO THE DETRIMENT OF DEGOEDE.COM B.V., DEGOEDE.COM B.V. IS ENTITLED TO INCREASE THE PRICES OR RATES IN ACCORDANCE WITH THE PRICES OR RATES AGREED WITH THE BUYER WITHOUT BEING OBLIGED TO INFORM THE BUYER OF THIS IN ADVANCE.
  3. 3.3  THE PRICES MENTIONED ARE BASED ON EX-FACTORY DELIVERY (INCO TERMS, MOST RECENT VERSION) FROM DEGOEDE.COM B.V.’S PRODUCTION SITE OR ANOTHER LOCATION TO BE INDICATED BY DEGOEDE.COM B.V., UNLESS THE BUYER AND DEGOEDE.COM B.V. AGREE OTHERWISE IN WRITING.
  4. 3.4  DEGOEDE.COM B.V. WILL INCREASE THE SALES PRICE WITH TAXES, FEES OR SIMILAR LEVIES IF DEGOEDE.COM B.V. IS OBLIGED TO ACCORDING TO THE LAW OR HAS THE OPPORTUNITY TO DEDUCT OR TO COLLECT THESE TAXES, FEES OR SIMILAR LEVIES AND THE BUYER WILL SETTLE THEM TOGETHER WITH THE PRICE.
  5. 3.5  DEGOEDE.COM B.V. IS ENTITLED TO CHARGE THE BUYER SEPARATELY FOR COSTS IN CONNECTION WITH THE WORK CARRIED OUT BY THIRD PARTIES WHICH IS NOT EXPRESSLY INCLUDED IN THE PRICE ISSUED BY DEGOEDE.COM B.V.

4 PAYMENT

  1. 4.1  UNLESS DEGOEDE.COM B.V. AND THE BUYER AGREE OTHERWISE IN WRITING, DEGOEDE.COM B.V. IS ENTITLED TO CHARGE THE BUYER FOR SUPPLIED PRODUCTS AFTER DELIVERY OF THE PRODUCTS IN ACCORDANCE WITH THE APPLICABLE INCO TERMS.
  2. 4.2  NET PAYMENT IS OWED WITHIN THIRTY (30) DAYS OF THE DATE OF INVOICE, UNLESS DEGOEDE.COM B.V. AND THE BUYER AGREE OTHERWISE IN WRITING.
  3. 4.3  EGOEDE.COM B.V. IS AT ALL TIMES ENTITLED TO CLAIM AN ADVANCE PAYMENT OR CASH PAYMENT FOR THE GOODS AND/OR SERVICES TO BE SUPPLIED AND/OR TO REQUIRE SECURITY FOR PAYMENT.
  4. 4.4  ALL PAYMENTS MUST BE TRANSFERRED TO THE ADDRESS SUBMITTED BY DEGOEDE.COM B.V.
  5. 4.5  ALL PAYMENTS ARE DEEMED TO BE PAYMENT FOR ANY INTEREST AND/OR COSTS OWED AND THEN FOR THE OLDEST OUTSTANDING INVOICE, REGARDLESS OF WHETHER IT IS STATED OTHERWISE, BE IT EXPRESSLY OR NOT.
  6. 4.6  IF DELIVERY TAKES PLACE IN INSTALMENTS, EACH INSTALMENT CAN BE CHARGED SEPARATELY AND MUST BE SETTLED BY THE EXPIRY DATE. NO DISCOUNT IS GIVEN FOR EARLY PAYMENT, UNLESS DEGOEDE.COM B.V. HAS AGREED TO SUCH A DISCOUNT IN WRITING.
  7. 4.7  IF A BUYER DOES NOT MEET ITS PAYMENT OBLIGATIONS AT ALL, ON TIME OR ONLY IN PART, IT WILL BE CONSIDERED TO BE IN DEFAULT BY OPERATION OF LAW AND THE AMOUNT OWED WILL BE IMMEDIATELY DUE AND PAYABLE TO DEGOEDE.COM B.V. WITHOUT FURTHER NOTICE OF DEFAULT AND THE BUYER WILL ALSO OWE INTEREST EQUAL TO THE STATUTORY COMMERCIAL INTEREST. AS AND WHEN NECESSARY, DEGOEDE.COM B.V. IS ENTITLED TO SUSPEND THE IMPLEMENTATION OF THE AGREEMENT UNTIL SUCH TIME AS THE PAYMENT IS RECEIVED.
  8. 4.8  ALL JUDICIAL AND EXTRAJUDICIAL COSTS IN CONNECTION WITH THE COLLECTION OF ANY CLAIMS ON THE BUYER ARE FOR THE ACCOUNT OF THE BUYER. THIS IN ANY EVENT IS UNDERSTOOD TO INCLUDE INVOICES FROM DEBT COLLECTION AGENCIES, BAILIFFS, LAWYERS AND EXPERTS. MOREOVER, EXTRAJUDICIAL COSTS ARE DEEMED TO AMOUNT TO AT LEAST 15% OF THE AMOUNT TO BE CLAIMED, WITH A MINIMUM OF EUR 750.
  9. 4.9  IF THE BUYER FAILS TO PAY ANY OWED COSTS OR EXPENSES, OR IS IN BREACH IN ANY OTHER RESPECT, DEGOEDE.COM B.V. IS ENTITLED TO REFUSE TO IMPLEMENT THE AGREEMENT AND OR SUPPLY THE PRODUCTS UNTIL SUCH TIME AS THE BUYER HAS PAID THE AMOUNTS OWED AND DEGOEDE.COM B.V. IS ENTITLED TO PROCEED WITH THE SUSPENSION, DEFERMENT OR TERMINATION OF DELIVERY OR ANY OTHER ACTION OR PERFORMANCE ON THE PART OF DEGOEDE.COM B.V. IN THE CONTEXT OF THE AGREEMENT. ALL COSTS INCURRED FOR STORAGE IN THIS CONTEXT, AS WELL AS OTHER COSTS WHICH ARISE ARE FOR THE ACCOUNT OF THE BUYER. THIS ENTITLEMENT WILL APPLY IN ADDITION TO AND NOT INSTEAD OF ANY OTHER RIGHTS AND LEGAL REMEDIES WHICH APPLY OR ARE AVAILABLE BY VIRTUE OF THE AGREEMENT OR THE LAW.
  10. 4.10  ALL DELIVERIES WHICH DEGOEDE.COM B.V. HAS AGREED TO ARE AT ALL TIMES DEPENDENT ON DEGOEDE.COM B.V. ESTABLISHING THE REQUISITE CREDITWORTHINESS OF THE BUYER. IF DEGOEDE.COM B.V. IS OF THE OPINION THAT THE BUYER’S FINANCIAL CIRCUMSTANCES AT ANY POINT IN TIME ARE SUCH THAT IT IS NOT WISE TO PROCEED WITH PRODUCTION OR DELIVERY OF THE PRODUCTS ON THE BASIS OF THE ABOVEMENTIONED PAYMENT TERMS, THEN DEGOEDE.COM B.V. IS ENTITLED TO DEMAND FULL OR PARTIAL PAYMENT IN ADVANCE OR REQUIRE OTHER PAYMENT TERMS AS A CONDITION FOR THE DELIVERY AND DEGOEDE.COM B.V. IS ENTITLED TO RESORT TO SUSPENSION, DEFERMENT OR TERMINATION OF LENDING, DELIVERY OR ANY OTHER ACTION OR PERFORMANCE ON THE PART OF DEGOEDE.COM B.V. IN THE CONTEXT OF THE AGREEMENT.
  11. 4.11  THE BUYER IS NEVER ENTITLED TO SUSPEND OR OFFSET PAYMENT OF ANY INVOICES WITH ANY CLAIMS AGAINST DEGOEDE.COM B.V.

5 DELIVERY

  1. 5.1  PRODUCTS ARE SUPPLIED EX-FACTORY (INCO TERMS, MOST RECENT VERSION) AS INDICATED BY DEGOEDE.COM B.V., UNLESS OTHERWISE AGREED TO IN WRITING. TRANSPORT COSTS AND INSURANCE ARE FOR THE ACCOUNT OF THE BUYER. THE RISK TRANSFERS TO THE BUYER AT THE TIME OF DELIVERY AS IT SHOULD TAKE PLACE ON THE GROUNDS OF THESE GENERAL DELIVERY CONDITIONS.
  2. 5.2  HE DELIVERY PERIOD COMES INTO EFFECT AFTER DEGOEDE.COM B.V. CONFIRMS THE BUYER’S ORDER, BUT NOT BEFORE DEGOEDE.COM B.V. HAS RECEIVED ALL THE INFORMATION REQUIRED FOR THE IMPLEMENTATION OF THE AGREEMENT AND, IF AGREED, PAYMENT OF THE PURCHASE PRICE BY THE BUYER AND/OR, AS THE CASE MAY BE, THE AGREED INSTALMENT(S) OR BANK GUARANTEE.
  3. 5.3  UNLESS OTHERWISE EXPRESSLY AGREED IN WRITING, DELIVERY PERIODS ARE ONLY INDICATIVE AND ARE NOT FINAL DEADLINES. DEGOEDE.COM B.V. CANNOT BE HELD LIABLE, NOR CAN IT BE DEEMED TO BE IN BREACH OF ITS OBLIGATIONS TO THE BUYER ON THE BASIS OF THIS.
  4. 5.4  DEGOEDE.COM B.V. IS ENTITLED TO DECIDE AT ITS OWN DISCRETION TO DELIVER A PART OF THE ORDER THAT IS READY OR TO WAIT UNTIL THE ENTIRE ORDER IS READY.
  5. 5.5  IF THE BUYER FAILS TO FULFIL, ON TIME OR AT ALL, ANY OF ITS OBLIGATIONS ARISING FROM THIS OR ANOTHER AGREEMENT RELATED TO THE ORDER, DEGOEDE.COM B.V. IS ENTITLED TO SUSPEND THE IMPLEMENTATION, WITHOUT DEGOEDE.COM B.V. BEING HELD LIABLE FOR ANY COMPENSATION. THE DELIVERY TIME WILL BE EXTENDED BY THE TIME THAT THE AGREEMENT IS THUS SUSPENDED.
  6. 5.6  THE BUYER MUST INFORM DEGOEDE.COM B.V. IN WRITING IF DELIVERY DOES NOT TAKE PLACE AND MUST ALLOW DEGOEDE.COM B.V. A PERIOD OF THIRTY (30) DAYS TO REMEDY THE OMISSION. IF DEGOEDE.COM B.V. FAILS TO DELIVER WITHIN THIS TERM OF THIRTY (30) DAYS, THE SOLE AND EXCLUSIVE LEGAL REMEDY AVAILABLE TO THE BUYER IS TO TERMINATE THE PARTS OF THE AGREEMENT WHICH HAVE NOT BEEN PERFORMED.
  7. 5.7  EXCEEDING THE DELIVERY PERIOD AS A CONSEQUENCE OF FORCE MAJEURE DOES NOT GIVE EITHER OF THE PARTIES ENTITLEMENT TO COMPENSATION, EITHER FOR FAILURE TO MEET ANY OBLIGATIONS UNDER THIS OR ANY OTHER AGREEMENT RELATED TO THE ORDER, NOR DOES IT ENTITLE EITHER PARTY TO TERMINATE THE AGREEMENT.
  8. 5.8  IN THE EVENT THAT THE DELIVERY PERIOD IS EXCEEDED FOR REASONS OTHER THAN FORCE MAJEURE, COMPENSATION CAN BE CLAIMED FROM THE PARTY AT FAULT OR FOR WHOSE RISK THE DELIVERY PERIOD WAS EXCEEDED, TAKING INTO ACCOUNT THE FOLLOWING:
    A) THE COMPENSATION OWED BY DEGOEDE.COM B.V. IS SET AT THE DIRECT DAMAGE ACTUALLY SUFFERED BY THE BUYER INSOFAR AS THIS IS SATISFACTORILY DEMONSTRATED; AND B) THE TOTAL CLAIM AMOUNT OWED BY DEGOEDE.COM B.V. WILL UNDER NO CIRCUMSTANCES AMOUNT TO MORE THAN 10% OF THE PRICE AGREED FOR THE ORDER IN QUESTION.
  9. 5.9  IF THE BUYER INDICATES AN EXPECTATION VIS-À-VIS THE QUANTITY OF GOODS TO BE TAKEN AND DEGOEDE.COM B.V. AS A CONSEQUENCE RESERVES PRODUCTION CAPACITY, THE BUYER IS OBLIGED TO ACTUALLY TAKE AT LEAST 75% OF THE INDICATED QUANTITY IT EXPECTS OR EXPECTED TO TAKE. IF THE BUYER TAKES LESS THAN THE AFOREMENTIONED MINIMUM, DEGOEDE.COM B.V. IS ENTITLED TO CHARGE THE BUYER FOR THE DIFFERENCE.
  10. 5.10  PRODUCTS WHICH HAVE NOT BEEN TAKEN BY THE BUYER AFTER THE EXPIRY OF THE DELIVERY PERIOD REMAIN AVAILABLE FOR THE BUYER, AND DEGOEDE.COM WILL STORE THE PRODUCTS FOR THE ACCOUNT AND RISK OF THE BUYER. PRODUCTS WILL BE STORED FOR A PERIOD OF SIX (6) MONTHS AT MOST. AFTER THE EXPIRY OF THIS PERIOD, DEGOEDE.COM B.V. IS ENTITLED TO DESTROY OR RECYCLE THE PRODUCTS IN A FASHION TO BE DETERMINED BY DEGOEDE.COM B.V. THIS DOES NOT, HOWEVER, AFFECT THE BUYER’S PAYMENT OBLIGATION.
  11. 5.11  IF DEGOEDE.COM B.V.’S PRODUCTION IS LIMITED FOR ANY REASON WHATSOEVER, DEGOEDE.COM B.V. IS ENTITLED TO DISTRIBUTE THE AVAILABLE PRODUCTS AND PRODUCTION ACROSS ITS CUSTOMER BASE ENTIRELY AS IT SEES FIT AND THIS MAY, DEPENDING ON THE CIRCUMSTANCES, LEAD TO FEWER PRODUCTS BEING SOLD AND SUPPLIED TO THE BUYER THAN HAS BEEN LAID DOWN IN THE AGREEMENT.
  12. 5.12  THE BUYER MUST REPORT TRANSIT DAMAGE TO THE TRANSPORTER IMMEDIATELY AFTER RECEIPT OF THE PRODUCT AND SEND A COPY OF THIS TO DEGOEDE.COM B.V.

6 RETENTION OF TITLE

  1. 6.1  OWNERSHIP OF THE PRODUCTS PASSES TO THE BUYER AFTER THE BUYER HAS MET ALL THE PAYMENTS OWED TO DEGOEDE.COM B.V. AS CONSIDERATION FOR PRODUCTS SUPPLIED OR TO BE SUPPLIED BY DEGOEDE.COM B.V. TO THE BUYER, INCLUDING INTEREST AND EXPENSES, AS WELL AS CLAIMS BY DEGOEDE.COM B.V. AGAINST THE BUYER FOR FAILURE IN THE PERFORMANCE OF THE AGREEMENT.
  2. 6.2  THE BUYER IS OBLIGED TO KEEP AND/OR MAKE IDENTIFIABLE THE GOODS UPON WHICH RETENTION OF TITLE FOR THE BENEFIT OF DEGOEDE.COM B.V. RESTS, AND TO KEEP THEM SEPARATE FROM EACH OTHER AND FROM THE OTHER GOODS THAT THE BUYER HAS.
  3. 6.3  IF AND AS LONG AS DEGOEDE.COM B.V. HAS RETENTION OF TITLE ON THE GOODS SUPPLIED BY DEGOEDE.COM B.V., THE BUYER IS NOT PERMITTED TO DISPOSE OF THE GOODS OTHER THAN IN THE NORMAL OPERATION OF ITS BUSINESS, OR TO ESTABLISH ANY LIMITED COMMERCIAL RIGHTS TO THE GOODS. NORMAL BUSINESS OPERATIONS IS NEVERTHELESS NOT UNDERSTOOD TO MEAN WINDING-UP SALES, SELLING AT DUMPING PRICES AND SUCHLIKE.
  4. 6.4  THE BUYER HAS A DUTY OF CARE FOR THE GOODS SUBJECT TO RETENTION OF TITLE AND MUST INSURE AND KEEP INSURED THESE GOODS AGAINST ALL THE CUSTOMARY RISKS IN THE SECTOR, INCLUDING THEFT, DAMAGE AND DESTRUCTION. WHEN TAKING OUT THIS INSURANCE COVER, A RIGHT OF PLEDGE WILL BE ESTABLISHED FOR THE BENEFIT OF DEGOEDE.COM B.V. WITH RESPECT TO PAYMENT FOR DAMAGE AND LOSS OF THE PRODUCTS ON WHICH RETENTION OF TITLE RESTS; THIS PAYMENT WILL BE IN LIEU OF THE PRODUCTS.
  5. 6.5  IF THE BUYER FAILS TO MEET ITS PAYMENT OBLIGATIONS TOWARDS DEGOEDE.COM B.V. OR IF DEGOEDE.COM B.V. HAS SOUND GROUNDS TO FEAR THAT IT WILL FAIL TO MEET THESE OBLIGATIONS, DEGOEDE.COM B.V. IS ENTITLED TO TAKE BACK THE SUPPLIED GOODS UPON WHICH RETENTION OF TITLE RESTS.
  6. 6.6  IN ORDER FOR DEGOEDE.COM B.V. TO BE IN A POSITION TO EXERCISE ITS RIGHT TO RECLAIM THE GOODS MENTIONED IN THE PREVIOUS PARAGRAPH, THE BUYER GRANTS DEGOEDE.COM B.V. PERMISSION, NOW FOR IN THE EVENT THAT THIS SITUATION ARISES, TO ENTER THE GROUNDS AND THE BUILDINGS IN WHICH THE GOODS ARE LOCATED.
    THE COSTS FOR RETURNING THE GOODS ARE FOR THE ACCOUNT OF THE BUYER.
  7. 6.7  IF THE BUYER REFUSES TO LEND ITS COOPERATION TO THE RECOVERY OF THE SUPPLIED PRODUCTS, DESPITE A WRITTEN DEMAND TO THIS EFFECT, THE BUYER WILL BE IN BREACH IN THIS RESPECT AND WILL INCUR AN IMMEDIATELY PAYABLE PENALTY OF EUR 500 FOR EACH DAY THAT IT REMAINS IN BREACH.
  8. 6.8  DEGOEDE.COM B.V. RESERVES THE COPYRIGHT AND DESIGN RIGHT FOR ALL MODELS, DRAWINGS, SKETCHES, DESIGNS, PHOTOGRAPHS, FILMS, IMAGES, TEXTS, DESCRIPTIONS, MANUALS, IDEAS AND SO ON WHICH DEGOEDE.COM B.V. HAS PRODUCED.

7 GUARANTEE

  1. 7.1  DEGOEDE.COM B.V. GUARANTEES THAT, AT THE TIME OF DELIVERY TO THE BUYER AND FOR A PERIOD OF SIX (6) MONTHS FROM THE DELIVERY DATE, THE PRODUCTS WILL REMAIN FREE OF DEFECTS AND THAT THE PRODUCTS MAY BE USED FOR THE PURPOSE FOR WHICH THEY HAVE BEEN PRODUCED. THE COMPONENTS USED MEET THE STANDARDS THAT HAVE BEEN SET FOR THEM AND COMPLY WITH ANY SPECIFICATIONS ISSUED OR KNOWN.
  2. 7.2  THE BUYER IS OBLIGED TO CARRY OUT AN INSPECTION OF THE SUPPLIED PRODUCTS WITHIN 24 HOURS OF DELIVERY TO CHECK FOR ANY SHORTCOMINGS AND TO INFORM DEGOEDE.COM B.V. OF THESE IMMEDIATELY AND IN ANY EVENT WITHIN THREE (3) DAYS OF DELIVERY IN WRITING AND BY REGISTERED LETTER. IN THE EVENT OF FAILURE TO DO SO, DEGOEDE.COM B.V. WILL BE CONSIDERED TO HAVE MET ITS OBLIGATIONS IN FULL WITH REGARD TO THE PRODUCTS SUPPLIED AND ALL RIGHTS OF THE BUYER WILL LAPSE IN THIS RESPECT.
  3. 7.3  THE BUYER MUST INFORM DEGOEDE.COM B.V. OF HIDDEN DEFECTS IN WRITING AND WITHIN FIVE (5) DAYS AFTER THE DAY ON WHICH THE DEFECT IS DISCOVERED, AT ANY RATE WITHIN FIVE (5) DAYS AFTER THE DEFECT REASONABLY OUGHT TO HAVE BEEN DISCOVERED.
  4. 7.4  IF AND INSOFAR AS A COMPLAINT HAS BEEN LODGED ON TIME, WHEREBY THE PROOF OF TIMELY SUBMISSION AS WELL AS THE CORRECTNESS OF THE COMPLAINT RESTS WITH THE BUYER, AND HAS BEEN ACCEPTED AND FOUND TO BE WELL FOUNDED, THEN THE BUYER MUST RETURN THE PRODUCTS TO DEGOEDE.COM B.V. WITHIN EIGHT (8) DAYS AFTER THE COMPLAINT HAS BEEN ACCEPTED, WHEREBY THE PRODUCTS WILL BE ACCOMPANIED BY A RETURN NOTIFICATION WHICH INCLUDES THE DATE AND NUMBER OF THE DELIVERY INVOICE AND SPECIFIES THE REASON FOR THE RETURN. SUBSEQUENTLY, DEGOEDE.COM B.V. WILL BE OBLIGED TO REPLACE THE PRODUCTS ORIGINALLY SUPPLIED WITH PRODUCTS OF THE AGREED QUALITY OR TO REPAIR THE PRODUCTS, OR TO GRANT A REFUND, ALL OF WHICH IS AT DEGOEDE.COM B.V.’S DISCRETION. ANY OTHER OR FURTHER LIABILITY ON THE PART OF DEGOEDE.COM B.V. IS EXCLUDED.
  5. 7.5  DEGOEDE.COM B.V. WILL BE GIVEN A REASONABLE PERIOD IN WHICH TO REPAIR OR REPLACE THE PRODUCTS OR GRANT A REFUND. PRODUCTS WHICH DO NOT MEET SPECIFICATIONS OR ARE DEFECTIVE BECOME THE PROPERTY OF DEGOEDE.COM B.V. AS SOON AS THEY ARE REPLACED OR A REFUND HAS BEEN GRANTED.

7.6 F CLAIMS PROVE TO BE UNFOUNDED, THE COSTS OF INVESTIGATION, TESTING, TRANSPORT AND DEALING WITH THE COMPLAINT MAY BE CHARGED TO THE BUYER UNDER THE OBLIGATION OF THE BUYER TO TAKE BACK THE PRODUCTS FOR WHICH A COMPLAINT WAS LODGED AT ITS OWN EXPENSE.

7.7 CLAIMS RELATED TO INVOICES OR THE SCOPE OF THE DELIVERY TIME MUST BE SENT IN WRITING TO DEGOEDE.COM B.V. WITHIN FOURTEEN (14) DAYS OF THE DATE OF THE INVOICE AND WITH PRECISE REFERENCE TO THE NATURE AND THE GROUNDS OF THE CLAIM(S).

7.8 COMPLAINTS RELATED TO DEFECTS AND DAMAGE TO A CONSIGNMENT RECEIVED BY OR RECEIVED ON BEHALF OF THE BUYER MUST BE INDICATED ON THE DELIVERY NOTE; IN THE EVENT OF FAILURE TO DO SO, ALL COMPLAINTS IN THIS RESPECT WILL CEASE TO APPLY.

7.9 CLAIMS DO NOT ENTITLE THE BUYER TO SUSPEND ITS OBLIGATIONS TOWARDS DEGOEDE.COM B.V.

7.10 NOTWITHSTANDING THE ABOVEMENTIONED, DEGOEDE.COM B.V. HAS NO OBLIGATIONS ON THE BASIS OF THE GUARANTEE IF IT BECOMES APPARENT THAT THE ALLEGED DEFECT OR NON-COMPLIANCE WITH THE SPECIFICATIONS CAN BE ATTRIBUTED TO TESTING UNDER UNUSUAL CONDITIONS FOR USE, INAPPROPRIATE USE, USE
IN A MANNER WHICH DIFFERS TO THE ONE DESCRIBED IN THE USER MANUAL, INADEQUATE CARE OR AN ACCIDENT, OR DEFECTIVE MODIFICATIONS,
CHANGES OR STORAGE OR INCORRECT TRANSPORT, OR INCORRECT HANDLING OF THE PRODUCT.
7.11 THE EXPLICIT GUARANTEE AS IT IS EXPLAINED ABOVE APPLIES DIRECTLY TO THE BUYER AND NOT TO ITS CUSTOMERS, AGENTS OR
REPRESENTATIVES AND REPLACES ALL OTHER GUARANTEES, OF EXPLICIT OR IMPLICIT NATURE, INCLUDING BUT NOT RESTRICTED TO ANY IMPLICIT GUARANTEES WITH REGARD TO APPROPRIATENESS FOR A GIVEN OBJECTIVE, MARKETABILITY, OR ABSENCE OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. ALL OTHER GUARANTEES ARE HEREBY SPECIFICALLY REJECTED BY DEGOEDE.COM B.V.

8 LIABILITY

8.1 DEGOEDE.COM B.V.’S TOTAL LIABILITY DUE TO ATTRIBUTABLE BREACH IN THE PERFORMANCE OF THE AGREEMENT IS LIMITED TO COMPENSATION FOR THE MATERIAL AND DIRECT LOSS UP TO A MAXIMUM OF 50% OF THE AMOUNT OF THE SEPARATE PRICE AGREED FOR THE ORDER IN QUESTION.

8.2 IT WILL ONLY BE POSSIBLE TO HOLD DEGOEDE.COM B.V LIABLE FOR THE DIRECT LOSS WHICH IT HAS EXPRESSLY ACCEPTED IN THESE GENERAL DELIVERY CONDITIONS. DEGOEDE.COM B.V. IS NOT LIABLE FOR LOSS OF PROFIT, LOST SAVINGS, LOSS OF REPUTATION, LOSS OF GOODWILL, DAMAGES OF AN INDIRECT, INCIDENTAL OR SPECIAL NATURE.

8.3 EGOEDE.COM B.V. DOES NOT ACCEPT ANY LIABILITY WHATSOEVER FOR DEFECTIVE PRODUCT PARTS OR COMPONENTS WHICH HAVE BEEN PRODUCED BY A THIRD PARTY ON THE BEHALF OF THE BUYER, IF AND INSOFAR AS THIS DEFECTIVENESS IS BROUGHT ABOUT BY ERRORS OR IMPERFECTIONS IN THE DESIGN THAT THE BUYER GIVES TO DEGOEDE.COM B.V. AS WELL AS FOR INFRINGEMENTS OF THIRD-PARTY RIGHTS WHICH THAT DESIGN CONSTITUTES.

8.4 THE BUYER INDEMNIFIES DEGOEDE.COM B.V. FOR ALL CLAIMS FROM THIRD PARTIES DUE TO PRODUCT LIABILITY AS A CONSEQUENCE OF A DEFECT IN A PRODUCT THAT THE BUYER HAS SUPPLIED TO A THIRD PARTY AND WHICH COMPRISED IN PART OF PRODUCTS SUPPLIED BY DEGOEDE.COM B.V., PROVIDED AND INSOFAR AS THE BUYER CAN DEMONSTRATE THAT THE DAMAGE IS DUE TO THE PRODUCTS SUPPLIED BY DEGOEDE.COM B.V. DEGOEDE.COM B.V. CAN IN NO WAY WHATSOEVER BE HELD LIABLE FOR ANY LACK OF PRODUCTS, INSOFAR AS THESE PRODUCTS HAVE NOT BEEN PRODUCED BY DEGOEDE.COM B.V. ITSELF, BUT INSTEAD HAVE BEEN PRODUCED BY THIRD PARTIES AT THE EXPRESS REQUEST OF THE BUYER, WHICH INCLUDES LABELS, INSTRUCTION LEAFLETS, USER GUIDES OR OTHERWISE.

8.5 DEGOEDE.COM B.V. DOES NOT ACCEPT ANY LIABILITY WHATSOEVER IF THE INCIDENT UNDERLYING THE CLAIM TOOK PLACE AS A CONSEQUENCE OF AN INTENTIONAL ACT BY THE BUYER OR WHICH THE BUYER COULD HAVE PREVENTED.

8.6 ANY CLAIM ON THE PART OF THE BUYER FOR COMPENSATION MUST BE SUBMITTED BY IT WITHIN NINETY (90) DAYS OF THE DATE OF THE INCIDENT WHICH UNDERLIES THE CLAIM, WHILE ANY LAWSUIT RELATED TO SUCH A CLAIM MUST BE BROUGHT BEFORE THE COURT WITHIN ONE (1) YEAR AFTER THE DATE OF THE CLAIM. CLAIMS SUBMITTED WHICH DO NOT TAKE INTO ACCOUNT THESE PROVISIONS ARE VOID.

9 FORCE MAJEURE

9.1 DEGOEDE.COM B.V. IS NOT LIABLE FOR ANY BREACH OF CONTRACT OR ANY DELAY IN THE PERFORMANCE OF THE AGREEMENT IF: A) THE BREACH OR DELAY CAN BE ATTRIBUTED TO AN INTERRUPTION IN THE PRODUCTION PROCESS OF THE PRODUCTS; OR
B) THE BREACH OR DELAY CAN BE ATTRIBUTED TO FORCE MAJEURE AS DESCRIBED BELOW OR IN THE LAW.

9.2 IF A BREACH OR DELAY OCCURS AS REFERRED TO ABOVE, THE PERFORMANCE OF THE RELEVANT PART OR RELEVANT PARTS OF THE AGREEMENT WILL BE SUSPENDED AS LONG AS THE BREACH IN QUESTION CONTINUES, WHEREBY DEGOEDE.COM B.V. ALSO CANNOT BE HELD RESPONSIBLE OR LIABLE TOWARDS THE BUYER FOR ANY DAMAGE ARISING FROM THIS.

9.3 THE TERM ‘FORCE MAJEURE’ IS UNDERSTOOD TO MEAN CIRCUMSTANCES OR INCIDENTS WHICH MAY OR MAY NOT HAVE BEEN FORESEEABLE AT THE TIME THE AGREEMENT WAS ENTERED INTO, WHICH ACCORDING TO THE STANDARDS OF REASONABLENESS ARE BEYOND THE CONTROL OF DEGOEDE.COM B.V. AND AS A CONSEQUENCE OF WHICH IT CANNOT IN ALL REASONABLENESS BE REQUIRED TO FULFIL ITS OBLIGATIONS. THIS DEFINITION ALSO EXTENDS TO CIRCUMSTANCES BEYOND ITS CONTROL AND/OR BREACH ON THE PART OF DEGOEDE.COM B.V. SUPPLIERS.

9.4 N ANY EVENT, CIRCUMSTANCES BEYOND ITS CONTROL INCLUDE, BUT ARE NOT CONFINED TO, FIRE, FLOODS, INDUSTRIAL ACTION, EPIDEMICS, CIVIL AND OTHER WAR, INSURRECTIONS, WATER-RELATED EMERGENCIES, WATER DAMAGE, TERRORISM, GOVERNMENT MEASURES, PERMITS NOT BEING AVAILABLE OR AVAILABLE ON TIME, TRADE EMBARGOS, LABOUR UNREST, POWER OUTAGES, OPERATIONAL FAILURES, TRANSPORT DIFFICULTIES, UNFORESEEN TECHNICAL COMPLICATIONS, BREACH OF CONTRACT OR DELAYS ON THE PART OF DEGOEDE.COM B.V. SUPPLIERS AND SUBCONTRACTORS, INSUFFICIENT AVAILABILITY OF MATERIALS, TRANSPORT, FUEL, ENERGY AND MANPOWER OR THESE RESOURCES NOT BEING AVAILABLE ON TIME.

9.5 IF THE FORCE MAJEURE PERSISTS FOR A PERIOD OF THREE (3) CONSECUTIVE MONTHS (OR IF DEGOEDE.COM B.V. IN ALL REASONABLENESS CAN EXPECT THAT THE DELAY WILL PERSIST FOR A PERIOD OF THREE (3) CONSECUTIVE MONTHS), DEGOEDE.COM B.V. IS ENTITLED TO TERMINATE THE AGREEMENT ENTIRELY OR IN PART, WITHOUT THIS RESULTING IN ANY LIABILITY AGAINST DEGOEDE.COM B.V.

9.6 IF ON THE COMMENCEMENT OF THE FORCE MAJEURE CIRCUMSTANCES DEGOEDE.COM B.V. HAS MET PART OF ITS AGREED OBLIGATIONS, DEGOEDE.COM B.V. IS ENTITLED TO INVOICE SEPARATELY AND IN THE INTERIM FOR ACTIVITIES IMPLEMENTED AND THE BUYER MUST PAY THIS INVOICE AS IF IT CONCERNED A SEPARATE TRANSACTION.

10 TERMINATION

10.1 IF:
A) THE BUYER DOES NOT OR DOES NOT PROPERLY MEET ITS OBLIGATION TO DEGOEDE.COM B.V.;
B) THE BUYER IS DECLARED BANKRUPT OR AN APPLICATION FOR THIS IS FILED, SUSPENSION OF PAYMENT HAS BEEN APPLIED FOR OR GRANTED, APPLICATION OF THE DEBT MANAGEMENT SCHEME (UNDER THE DEBT MANAGEMENT (NATURAL PERSONS) ACT

[WSNP]) IS REQUESTED OR GRANTED;
C) PREJUDGMENT GARNISHMENT HAS BEEN IMPOSED ON ALL OR PART OF THE BUYER’S PROPERTY;
D) THE BUYER HAS BEEN DECLARED LEGALLY INCOMPETENT BY VIRTUE OF A COURT RULING OR HAS BEEN DEPRIVED OF HIS/HER LIBERTY.
E) THE BUYER IS DISSOLVED OR LIQUIDATED, DIVESTITURE, DIVISION OR A MERGER HAS TAKEN PLACE OR, IF THE BUYER IS A NATURAL PERSON, DIES;
F) THE BUYER PROCEEDS WITH A CESSATION OF ITS COMPANY’S BUSINESS OPERATIONS OR A SIGNIFICANT PROPORTION OF THESE, WHICH IS UNDERSTOOD TO INCLUDE THE TRANSFER OF ITS BUSINESS TO ANOTHER COMPANY;
G) THE INFORMATION THAT THE BUYER GIVES TO DEGOEDE.COM B.V. PROVES NOT TO CORRESPOND WITH THE ACTUAL SITUATION;
DEGOEDE.COM B.V. IS ENTITLED, SOLELY THROUGH THE OCCURRENCE OF THE CIRCUMSTANCES MENTIONED ABOVE, WITHOUT REQUIRING NOTICE OF DEFAULT OR RECOURSE TO THE COURTS, TO CONSIDER THE AGREEMENT TO BE TERMINATED AND TO RECLAIM THE SUPPLIED PRODUCTS AS ITS OWN PROPERTY.

10.2 AS SOON AS ANY ONE OF THE ABOVEMENTIONED INCIDENTS OCCURS, ALL PAYMENTS OWED BY THE BUYER UNDER THE AGREEMENT BECOME IMMEDIATELY DUE AND PAYABLE.

10.3 FURTHERMORE DEGOEDE.COM B.V. IS AT ALL TIMES ENTITLED TO CLAIM COMPENSATION FROM THE BUYER.

11 INTELLECTUAL PROPERTY

11.1 ALL RIGHTS TO INTELLECTUAL PROPERTY ON PROPERTY OR PARTS THEREOF WHICH BELONG TO DEGOEDE.COM B.V. (INCLUDING ANY DOCUMENTATION) ARE VESTED IN DEGOEDE.COM B.V. UNLESS OTHERWISE EXPRESSLY AGREED DEGOEDE.COM B.V. WILL NOT GRANT USER RIGHTS AND/OR LICENCES, AS THE CASE MAY BE, WITH RESPECT TO INDUSTRIAL AND INTELLECTUAL PROPERTY RIGHTS WHICH ARE VESTED IN DEGOEDE.COM B.V. IN PROPERTY OR UNDER LICENCE.

11.2 THE BUYER IS NOT PERMITTED, WITHOUT PRIOR WRITTEN PERMISSION FROM DEGOEDE.COM B.V., TO MODIFY DEGOEDE.COM B.V. PRODUCTS OR PACKAGING AND/OR TO ATTACH ITS OWN BRAND(S) ON OR IN PRODUCTS OR PACKAGING OR ATTACH A TRADE NAME OR NAMES OR MODIFY THE PRODUCTS OR PACKAGING IN ANY OTHER WAY OR TO INFRINGE OR DAMAGE THE INDUSTRIAL AND INTELLECTUAL PROPERTY OF DEGOEDE.COM B.V.

11.3 THE BUYER GUARANTEES DEGOEDE.COM B.V. THAT IT HOLDS ALL THE RIGHTS, INCLUDING INDUSTRIAL AND INTELLECTUAL PROPERTY RIGHTS, ON THE MATERIALS GIVEN TO DEGOEDE.COM B.V. BY THE BUYER OR MADE AVAILABLE TO DEGOEDE.COM B.V. THAT ARE REQUIRED FOR THE PERFORMANCE OF DEGOEDE.COM B.V.’S OBLIGATIONS UNDER THE AGREEMENT AND/OR THAT THE BUYER IS ENTITLED TO GRANT DEGOEDE.COM B.V. ACCESS TO THE MATERIALS REFERRED TO AND TO USE THESE AS INTENDED IN THE AGREEMENT.

11.4 DEGOEDE.COM B.V. ACCEPTS NO LIABILITY TOWARDS THE BUYER DUE TO ANY INFRINGEMENT AS REFERRED TO IN THIS ARTICLE IF THE INFRINGEMENT IS ASSOCIATED WITH THE FACT THAT DEGOEDE.COM B.V., ON THE ORDERS OF THE BUYER, MODIFIES OR CHANGES THE PRODUCTS IN QUESTION, OR HAS HAD A THIRD PARTY CARRY OUT THESE ACTIONS.

11.5 DEGOEDE.COM B.V. RESERVES ALL RIGHTS TO ALL COMPUTER PROGRAMS, SPECIFICATIONS AND/OR INFORMATION WHICH HAVE BEEN USED OR DEVELOPED FOR THE PURPOSES OF THE IMPLEMENTATION OF THE AGREEMENT, REGARDLESS OF WHETHER DEGOEDE.COM B.V. DEVELOPED THE COMPUTER PROGRAMS, SPECIFICATIONS AND/OR INFORMATION FOR THE SUPPLY OF THE PRODUCTS TO THE BUYER UNDER THIS AGREEMENT OR IN OTHER RESPECTS.

11.6 DEGOEDE.COM B.V. RESERVES ALL RIGHTS TO PROCESSING, INCLUDING BUT NOT LIMITED TO ALL MODELLING, TESTING AND OTHER PROCESSES PRODUCED BY DEGOEDE.COM B.V., REGARDLESS OF WHETHER THESE WERE PRODUCED FOR THE SUPPLY OF PRODUCTS TO THE BUYER UNDER THIS AGREEMENT OR IN OTHER RESPECTS.

12 EXPORT AND IMPORT REGULATION

12.1 IF AN IMPORT OR EXPORT PERMIT IS REQUIRED FOR THE SUPPLY OF PRODUCTS UNDER THE AGREEMENT AND THESE PERMITS ARE TO BE GRANTED BY A GOVERNMENT AND OR ANY GOVERNMENT AUTHORITY BY VIRTUE OF ANY APPLICABLE LEGISLATION OR REGULATIONS, OR THE SUPPLY IS OTHERWISE LIMITED OR FORBIDDEN DUE TO LEGISLATION OR REGULATIONS REGARDING THE EXPORT OR IMPORT REGULATION, DEGOEDE.COM B.V. IS ENTITLED TO SUSPEND ITS OBLIGATIONS AND THE RIGHTS OF THE BUYER WITH REGARD TO THE SUPPLY IN QUESTION UNTIL THE REQUISITE PERMIT HAS BEEN GRANTED, OR FOR THE DURATION OF THE RESTRICTION AND/OR PROHIBITION IN QUESTION. IN ADDITION DEGOEDE.COM B.V. IS ENTITLED TO TERMINATE THE AGREEMENT WITHOUT BEING HELD TO ANY OBLIGATION TO THE BUYER ON ACCOUNT OF THIS.

12.2 FURTHER, IF AN END-USER STATEMENT IS REQUIRED, DEGOEDE.COM B.V. MUST INFORM THE BUYER OF THIS IMMEDIATELY AND THE BUYER MUST PROVIDE DEGOEDE.COM B.V. WITH THIS DOCUMENT IMMEDIATELY ON REQUEST.

12.3 IF AN IMPORT PERMIT IS REQUIRED, THE BUYER MUST NOTIFY DEGOEDE.COM B.V. OF THIS IMMEDIATELY AND THE BUYER MUST PROVIDE DEGOEDE.COM B.V. WITH THIS DOCUMENT AS SOON AS IT IS AVAILABLE.

12.4 BY ACCEPTING DEGOEDE.COM B.V.’S OFFER, BY ENTERING INTO AN AGREEMENT AND/OR BY RECEIVING PRODUCTS,
THE BUYER AGREES THAT IT MUST REFRAIN FROM USING IN ANY WAY THE PRODUCTS AND/OR ANY DOCUMENTATION PERTAINING TO THE PRODUCTS IF IT WOULD CONTRAVENE ANY RELEVANT LEGISLATION AND REGULATIONS BY DOING SO.

13 CONFIDENTIALITY

13.1 OTH PARTIES GUARANTEE THAT ALL INFORMATION RECEIVED BEFORE AND AFTER ENTERING INTO THE AGREEMENT FROM THE OTHER PARTY WHICH IS CONFIDENTIAL IN NATURE WILL REMAIN SECRET AND WILL NOT BE USED FOR ANY OTHER PURPOSE THAN THAT FOR WHICH THE PARTIES HAVE AGREED WITHIN THE CONTEXT OF THE AGREEMENT. INFORMATION WILL IN ANY EVENT BE CONSIDERED TO BE CONFIDENTIAL IF IT IS DESIGNATED AS SUCH BY ONE OF THE PARTIES.

13.2 UNLESS PRIOR WRITTEN APPROVAL HAS BEEN GRANTED BY DEGOEDE.COM B.V., THE BUYER IS NOT PERMITTED TO ANNOUNCE IN PUBLICATIONS, ADVERTISEMENTS AND IN OTHER RESPECTS, IN WRITING OR VERBALLY, THE WAY IN WHICH IT IS CONDUCTING BUSINESS OR HAS CONDUCTED BUSINESS WITH DEGOEDE.COM B.V.

13.3 ALL DATA, SPECIFICATIONS OR OTHER INFORMATION MADE AVAILABLE TO THE BUYER IN THE CONTEXT OF THE PERFORMANCE OF THIS AGREEMENT IS CONSIDERED TO BE CONFIDENTIAL INFORMATION.

13.4 THE BUYER MUST TRANSFER THE CONFIDENTIAL INFORMATION AS WELL AS ALL COPIES OR OTHER REPRODUCTIONS OF IT TO DEGOEDE.COM B.V. IMMEDIATELY ON REQUEST.

14 APPLICABLE LAW AND DISPUTE RESOLUTION

14.1 ALL OFFERS, CONFIRMATIONS AND AGREEMENTS ARE GOVERNED BY AND INTERPRETED ACCORDING TO DUTCH LAW.
14.2 THE BUYER AND DEGOEDE.COM B.V. MUST IN THE FIRST INSTANCE ATTEMPT TO RESOLVE ALL DISPUTES ARISING FROM OR IN CONNECTION WITH THE AGREEMENT TOGETHER, THROUGH CONSULTATIONS AND NEGOTIATING, IN GOOD FAITH AND IN AN ATMOSPHERE OF JOINT COOPERATION.

14.3 ALL DISPUTES WHICH CANNOT BE RESOLVED AMICABLY MUST BE SUBJECT TO THE EXCLUSIVE COMPETENCE OF A
COURT IN THE NETHERLANDS.

14.4 THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS [HET VERDRAG DER VERENIGDE NATIES INZAKE INTERNATIONALE KOOPOVEREENKOMSTEN BETREFFENDE ROERENDE ZAKEN] DOES NOT APPLY TO ANY OFFER,
CONFIRMATION OR AGREEMENT.

14.5 NOTHING CONTAINED IN THIS ARTICLE MAY BE CONSTRUED OR INTERPRETED AS A RESTRICTION TO THE RIGHT OF EITHER DEGOEDE.COM B.V. OR
THE BUYER TO OBTAIN A COURT DECISION OR ANOTHER JUDICIAL MEASURE PURSUANT TO THE APPLICABLE LEGISLATION OR TO TAKE STEPS TO SAFEGUARD THE OPTION OF SEEKING RECOURSE AGAINST THE OTHER PARTY.

15 OTHER PROVISIONS

15.1 IF, AS A CONSEQUENCE OF THE FINDINGS OF A COMPETENT COURT OR AS A CONSEQUENCE OF ANY FUTURE ACTION OF A LEGISLATIVE OR ADMINISTRATIVE BODY, ONE OR MORE PROVISIONS OF THESE GENERAL DELIVERY CONDITIONS LOSE THEIR VALIDITY OR CANNOT BE ENFORCED, THIS WILL NOT AFFECT THE VALID OR ENFORCEABILITY OF THE OTHER PROVISIONS.

15.2 IF IN THE LAST INSTANCE IT IS DECIDED THAT ANY OF THE PROVISIONS OF THESE GENERAL DELIVERY CONDITIONS ARE NOT LAWFUL OR ENFORCEABLE, THE PROVISION IN QUESTION WILL BE DEEMED TO HAVE BEEN REMOVED FROM THESE GENERAL DELIVERY CONDITIONS, WHILE AT THE SAME TIME ALL OTHER PROVISIONS REMAIN FULLY APPLICABLE AND IN FORCE AND THE PROVISION WHICH IS DEEMED TO BE UNLAWFUL OR UNENFORCEABLE WILL BE REPLACED BY A PROVISION WITH A SIMILAR PURPORT WHICH REFLECTS THE ORIGINAL INTENTION OF THE PROVISION INSOFAR AS IT IS LEGALLY PERMISSIBLE.

15.3 IF ONE OF THE PARTIES FAILS TO USE ANY RIGHT OR LEGAL REMEDY BY VIRTUE OF THE AGREEMENT, OR ONLY USES IT AFTER TIME HAS PASSED, THIS MAY NOT BE CONSTRUED AS WAIVING OF THAT RIGHT OR LEGAL REMEDY.

15.4 NOR CAN ANY ONE INSTANCE OF USE, OR PARTIAL USE OF SUCH A RIGHT OR LEGAL REMEDY RESULT IN THE EXCLUSION OF ANY FURTHER OR FUTURE USE OF IT OR IN THE EXCLUSION OF MAKING USE OF ANY OTHER RIGHT OR LEGAL REMEDY BY VIRTUE OF THE AGREEMENT OR ANY DOCUMENT OR LAW CONNECTED WITH IT.

15.5 THE BUYER IS NOT ENTITLED TO TRANSFER OR DELEGATE ITS RIGHTS AND OBLIGATIONS UNDER THE AGREEMENT WITHOUT PRIOR WRITTEN PERMISSION FROM DEGOEDE.COM B.V.; THIS PERMISSION WILL NOT BE WITHHELD UNREASONABLY.

15.6 IF DEGOEDE.COM B.V. HAS ENTERED AN AGREEMENT WITH TWO OR MORE PERSONS OR LEGAL PERSONS, EACH OF THESE PERSONS OR LEGAL PERSONS IS JOINTLY AND SEVERALLY LIABLE
FOR THE ENTIRE FULFILMENT OF THE COMMITMENTS WHICH ARISE FROM THIS AGREEMENT. ENTERING INTO AN AGREEMENT WITH TWO OR MORE PERSONS OR LEGAL PERSONS IS ALSO CONSIDERED TO BE THE CASE IF DEGOEDE.COM B.V. IS REQUESTED TO ADDRESS DELIVERIES AND/OR INVOICES
TO AFFILIATED COMPANIES. THESE AFFILIATED COMPANIES WILL FURTHERMORE BE CONSIDERED TO HAVE BOUND THEMSELVES JOINTLY AND SEVERALLY. IMMEDIATELY ON REQUEST THESE PERSONS OR LEGAL PERSONS WILL SIGN A STATEMENT IN WHICH THEY CONFIRM THAT THEY HAVE BOUND THEMSELVES JOINTLY AND SEVERALLY FOR THE FULFILMENT OF THE OBLIGATIONS UNDER THE AGREEMENT.

15.7 IN THE EVENT OF AMBIGUITY, THE TEXT OF THE DUTCH VERSION OF THESE GENERAL DELIVERY CONDITIONS IS DECISIVE.