These general conditions are applicable to all invitations regarding the issuing of an offer, and to agreements regarding the purchase of goods and/or services of whatever nature, by the private limited liability company Instore Kids Corners B.V., established on Linge 41 in (8253 PJ) Dronten (registration number Trade register Chamber of Commerce Lelystad: 39098753).
They have been filed with the Registrar of the District Court in Zwolle under number 1/2000. The conditions enter into effect on 1 January 2000.
ARTICLE 1. DEFINITIONS
In these conditions the following definitions are applied:
- ‘IKC’: the private limited liability company Instore Kids Corners B.V.;
- ‘counterparty’: the party entering into negotiations with IKC or concluding an agreement with them;
- ‘the conditions’: the present general conditions;
- ‘delivery’: the factual offering of the purchased goods by, or on behalf of, the counterparty to IKC; considered as a factual offering is the announcement by or on behalf of the counterparty that the goods for IKC are ready at the established location.
ARTICLE 2. APPLICABILITY
- The conditions are applicable to all offers and agreements regarding the purchase of goods and/or services, of whatever nature, by IKC.
- It is only possible to deviate from these conditions if agreed on in writing between IKC and the counterparty.
- Any possible sales or other conditions of the counterparty are no applicable, barring their written acceptance by IKC.
ARTICLE 3. INVITATIONS AND AGREEMENTS
- All invitations for the making of an offer by IKC are non-committal, unless the content of the invitation explicitly evinces differently.
- Acceptance of the invitation means that the counterparty accepts the applicability of these conditions to the purchase agreement arising from it, and that he renounces the applicability of their own (purchase) conditions.
- An agreement between IKC and counterparty is only concluded if a written order confirmation has been issued by IKC.
- The counterparty is obligated to inform IKC about facts or circumstances which may affect the implementation of the agreement.
ARTICLE 4. CANCELLATION
- Upon cancellation of the agreement by the counterparty before they have started implementing the agreement, the counterparty must compensate the damage which IKC has incurred as a result of the cancellation. Any possible down payments or advances paid by IKC must be refunded immediately, increased by a 30% fine over the refundable amount.
- Upon cancellation after the counterparty has started implementing the agreement, IKC will become the proprietor of the goods already under their control, unless IKC indicates that these goods must be taken back by the counterparty. Any possible associated costs will be borne entirely by the counterparty.
ARTICLE 5. PRICE
- Prices agreed on cannot be increased on grounds of government prescriptions or of other mandatory measures, without IKC deriving therefrom the right to rescind the agreement.
- In case suppliers of the counterparty increase their prices, the counterparty does not have the right to correspondingly increase the price established by them with IKC.
- No alteration whatsoever of the factors influencing the price and the additional costs listed in section 2 for counterparty, including acquisition prices, exchange rates, import and export duties, and other levies due upon importation or exportation, insurance premiums, shipping rates, and other duties and taxes, can be passed on to IKC by the counterparty.
- The counterparty safeguards IKC against all costs and damage which may result for IKC from the fact:
-that the counterparty is not adequately registered for VAT purposes or a comparable tax in a relevant EU member state; and/or
-that the counterparty provides inaccurate or untimely information to IKC and/or authorities in the field of VAT or comparable taxes in a relevant EU member state.
ARTICLE 6. DELIVERY
- The delivery terms listed by the counterparty are fatal time limits. Indicated delivery terms can only be considered indicative in case this was established expressly and in such wording.
- In case no delivery term is agreed on, the counterparty must observe a reasonable term.
- Unless emphatically agreed otherwise, the warehouse of IKC will be considered the place of delivery.
- The risk of the goods is borne by the counterparty until the moment of delivery. In the event the goods, for reasons of complaint and/or warranty, are not accepted by IKC, the risk will continue to lie with the counterparty.
- IKC has the right to suspend the further fulfilment of their obligations for as long as the counterparty has not complied with all their obligations towards IKC. This right of suspension applies until the moment the counterparty has provided to fulfilment of their obligations in second instance, unless IKC has in the meantime invoked their right to rescind the agreement. These matters do not affect the right of IKC to compensation for damages.
ARTICLE 7. WARRANTY
- Upon the purchase of new goods by IKC, the counterparty guarantees the construction of these goods for a period of 24 months, effective from the date on which delivery has taken place. This warranty covers, amongst other things, manufacturing defects.
- Under the warranty, the counterparty will, at the discretion of IKC, restore or replace defective goods, and all matters against payment by counterparty of all labour costs associated with restoration or replacement.
ARTICLE 8. IMPRACTICABILITY OF THE WORK AND FORCE MAJEURE
- Circumstances outside the control of IKC and/or outside their fault, which are of such a nature that compliance with the agreement can no longer, or not fully, be reasonably required from them, give IKC the right to, completely or partially, rescind the agreement without judicial intervention, until the aforementioned circumstances have ceased to exist, without being held to pay any compensation. The counterparty is not entitled to claim any compensation and will not be able to rescind the agreement.
- Force majeure on the part of the counterparty will give IKC the right to, completely or partially, rescind the agreement without judicial intervention until the aforementioned circumstances have ceased to exist, without being obligated to pay any compensation. The counterparty is obligated to compensate any possible damage incurred by IKC in full. In case of rescission, IKC may decide to retain the goods received until that moment, or to return them. Any possible additional costs will be entirely borne by the counterparty.
- In case of force majeure lasting more than two months, the counterparty will have the right to rescind the agreement. Any possible damage incurred by IKC will be borne fully by the counterparty. IKC can decide to keep the goods received thus far, or to return them. Any possible additional costs will be entirely borne by the counterparty.
- Intended by force majeure is amongst other matters, though it is not limited to: war, threat of war and rioting, natural and nuclear disasters, restrictive measures by national and foreign governments, fire, sabotage, total strikes, illness of staff, traffic stoppage, shortcomings of suppliers and other unforeseeable circumstances as a result of which implementation of the agreement is permanently or temporarily impossible.
ARTICLE 9. LIABILITY
- IKC is only liable for damage which is attributable to their intent or gross negligence. IKC is not liable for consequential damage and/or business damage.
- The liability of IKC is limited in all cases to the amount of the net invoice value.
- The counterparty is fully liable for damage which has arisen as a consequence of their products, unless this damage has occurred due to the intent or gross negligence on the part of IKC.
- In case damage has occurred to or by third parties, directly or indirectly in connection with the implementation of the agreement between IKC and the counterparty, the counterparty is obligated to safeguard IKC and the persons deployed by the latter for the implementation of the agreement, fully with regard to it.
- In case IKC is held accountable by the counterparty on an account other than the agreement, the same limitations to liability will apply as are described in the preceding sections.
ARTICLE 10. INTELLECTUAL PROPERTY
1. All rights of intellectual property with regard to information and know-how furnished by IKC continue to lie with IKC. Without the emphatic prior consent by IKC in writing, the counterparty has no right to render these public, or to multiply, forge, process these, etc.
ARTICLE 11. RESCISSION
In case the counterparty fails to comply with any obligation towards IKC pursuant to the agreement, or if they have not complied with it fully or adequately, or if they have acted in violation of it, in case the counterparty applies for suspension of payment or ends up in a state of bankruptcy, or if the debt restructuring arrangement for natural persons is declared applicable to them, as well as in the event the seizure of assets is borne by the counterparty, IKC will have the right, without requiring any default notice or judicial intervention, to consider the agreement as rescinded, without prejudice to the right of IKC to claim compensation of costs, damage, and interest from the counterparty.
ARTICLE 12. FINAL PROVISIONS
- The present agreement is governed by Netherlands legislation.
- The Vienna Convention on Commerce is not applicable to this agreement.
- To the extent this does not violate the Law, all disputes will be submitted to the competent Court in Zwolle.