General terms and conditions

Article 1 Validity of these Terms and Conditions

• These Terms and Conditions shall apply to all contracts entered into by De Kroo Ruitersport, based in Nieuw en sint Joosland, hereinafter referred to as De Kroo.
• The assignment or order placed by the client shall be deemed as acceptance of the terms and conditions of De Kroo.
• Special provisions deviating from the terms and conditions of De Kroo shall only be binding if agreed in writing.

Article 2 General terms and conditions of contracting parties and/or third parties

• De Kroo only accepts the applicability of general terms and conditions of contracting parties and/or third parties if these have been expressly agreed in writing.
• Any applicability of the aforementioned general terms and conditions shall however not affect the applicability of the general terms and conditions of De Kroo, unless they are in conflict with such general terms and conditions of contracting parties and/or third parties.
• General terms and conditions shall only be accepted by De Kroo under the aforementioned conditions and shall only apply to the intended transaction. Subsequent transactions shall not automatically be dealt with by those terms and conditions of purchase.

Article 3 Offers

• All offers and/or quotations are without obligation, unless explicitly stated otherwise. The prices stated are valid for delivery ex De Kroo's plant or warehouse, exclusive of sales tax and exclusive of packaging.
• Information contained in printed materials supplied by De Kroo is subject to change without notice and is not binding to De Kroo.

Article 4 Agreements

• Agreements or contracts with subordinate members of staff of De Kroo shall not bind him, insofar as they have not been confirmed by De Kroo in writing. In this connection, all employees and staff who have no power of attorney are to be regarded as subordinate personnel.

Article 5 Agreement

• The contract of purchase and sale of goods shall only become binding upon De Kroo by its written confirmation.
• Any contract entered into with De Kroo is subject to the resolutive condition that the purchaser's creditworthiness shall be proved to him, at his exclusive discretion. Client shall allow De Kroo to request information about him if necessary.
• Information regarding the goods offered, such as characteristics, measurements, colour, etc., as well as information in printed matter, drawings, illustrations, etc. supplied by De Kroo with the offers, are not binding for him and are given in good faith.
• binding and are given in good faith.

Article 6 Prices

• All contracts are always concluded on the basis of the prices valid at the time of conclusion.
• Price lists and advertising materials are subject to change and are not binding on De Kroo.
• If the prices of wages, social security contributions, sales tax, etc. increase after the conclusion of the contract, even if they are the result of circumstances already foreseeable at the time of the offer, they may be passed on.
• If the price fluctuations exceed 5% of the agreed transaction, both parties shall be entitled to demand full settlement.

Article 7 Partial delivery

• Any partial delivery,including the delivery of goods of a composite order, may be invoiced; in such a case, payment must be made in accordance with the provisions of article 'Payment'.

Article 8 Packaging

• If necessary, packaging will be charged at cost price and not taken back. The necessity of using packaging is at De Kroo's discretion.

Article 9 Down payment

• De Kroo is entitled to demand a minimum deposit of 50% when entering into an agreement. If the contract is dissolved due to an attributable failure on the part of De Kroo, the client shall be entitled to repayment of the advance payment made, in addition to compensation for damages, as further stipulated in these terms and conditions, which shall in any case include the statutory interest on the amount paid in advance.

Article 10 Transport

• Shipment shall be made in the manner indicated by De Kroo. If the client wishes to receive a shipment in a different manner, e.g. by express delivery, the extra costs involved shall be for his account.
• Return costs are always at the expense and risk of the sender unless otherwise agreed.
• Once the transport company has marked the purchased shipment as delivered, De Kroo can never be held responsible for its possible loss. The client shall have to address the carrier in this case.

Article 11 Delivery periods

• The agreed terms of delivery are not deadlines unless expressly agreed otherwise. In the event of late delivery, the client shall notify De Kroo in writing.
• Terms of delivery have been established in the expectation that there are no impediments to De Kroo delivering the goods.
• If goods ordered or offered for repair have not been taken by the client after expiry of the term of delivery, they shall be stored at the client's disposal for a maximum of one month at his expense and risk.

Article 12 Additional and less work

• The work shall comprise only that which has been agreed between the parties in writing.
• Additional and less work ordered verbally or in writing before or during the execution of the work shall be eligible for settlement.
• Costs incurred by De Kroo that are beyond the control of the client may be charged to the client.
• The applicability of article 7A:1646 of the Dutch Civil Code is expressly excluded.

Article 13 Changes to the order

• Amendments to the original order, of whatever nature, made in writing or orally by or on behalf of the client, which cause higher costs than could have been anticipated at the time of the quotation, the client will be charged extra.
• After an order has been placed, it cannot in principle be changed. The client may contact De Kroo Ruitersport to see if the order can be cancelled or changed.
• Any changes made may result in the agreed delivery time being exceeded by De Kroo outside its responsibility.

Article 14 Cancellation

• If the client cancels the order and/or refuses to accept the goods, he shall be obliged to take over the materials and raw materials already purchased by De Kroo, whether or not processed at the cost price, including wages and social security charges. Client shall also owe De Kroo as compensation the amount of 1/3 of the agreed price. Client shall further be obliged to indemnify De Kroo against claims by third parties as a result of cancellation of the order and/or refusal of the goods.
• Without prejudice to the previous paragraph of this article, De Kroo reserves all rights to claim full performance of the contract and/or full compensation.

Article 15 Complaints

• The client is obliged to inspect the goods thoroughly for defects immediately after delivery and, if any are found, to inform De Kroo immediately in writing. If the client does not notify De Kroo of any defects within 8 days from the date of delivery, which could have been detected on close examination, the client shall be deemed to accept the condition in which the goods have been delivered and any right of complaint shall lapse.
• De Kroo must be given the opportunity to check any complaints submitted. In case of agreement, a written statement shall be drawn up to be signed by both parties.
• Should parties be unable to reach agreement, an independent expert shall be called in. The costs of these experts shall be borne by the party found to be in the wrong, unless otherwise agreed.
• If, in the opinion of De Kroo c.q. the independent expert, any claim is correct, he shall either pay fair compensation up to a maximum of the invoice value of the delivered goods, or replace the delivered goods free of charge after returning them in their original condition.

Article 16 Warranty

• For a further agreed period after delivery De Kroo grants the Client a written warranty for material and manufacturing faults which arise during normal use. De Kroo's guarantee shall not apply if the faults are the result of injudicious use, of causes other than defects in material and workmanship or if De Kroo supplies used material or goods after consultation with the Client.
• For all goods and materials which De Kroo does not manufacture itself, it shall never grant a warranty beyond that given to it by its supplier. Warranty is only given on materials delivered, but not on wages or hours, which shall be charged.
• For sold and delivered goods with manufacturer's or importer's or wholesaler's warranty, only the warranty provisions of these suppliers apply.

Article 17 Right of retention

• If De Kroo has goods belonging to the client in its possession, it shall be entitled to retain such goods until all costs incurred in the execution of the order have been paid, unless the client has provided adequate security for such costs. De Kroo shall also have this right of lien on earlier contracts still owed by the client.

Article 18 Liability

• De Kroo shall not be liable for costs, damages and interest which may arise as a direct or indirect consequence of:
• (a) Force majeure, as further described in these terms and conditions;
• b ] Acts or omissions by the client, his subordinates or other persons employed by him or on his behalf; b ]
• or on his behalf;
• c ] Negligence of the principal in the maintenance of the delivered goods;
• d ] Normal wear and tear of the delivered goods as a result of daily use; d ]
• e ] Discolouration of the delivered items as a result of the effect of light;
• f ] Any other external cause.
• De Kroo shall only be liable, insofar as its insurance covers this, or to a maximum of the invoice value, for damage to the work, auxiliary materials and equipment, as well as to the work and/or property of the Client and/or third parties, insofar as caused by De Kroo's fault or that of those employed by De Kroo.
• Depending on the nature of the fault, De Kroo shall in principle not be obliged to compensate any loss of profit and/or consequential loss suffered by the client.

Article 19 Force majeure

• Exceptional circumstances, such as. storm damage and other natural disasters, hindrance by third parties, hindrance in transport in general, full or partial strikes, riots, war or danger of war both here and in the country of origin of the materials, lockouts, loss of or damage to goods during transport to De Kroo or the principal non-delivery or late delivery of goods by suppliers of De Kroo, ex- and import bans, full or partial mobilisation, obstructive measures by any government, fire, breakdowns and accidents in the business or means of transport of De Kroo, or in the means of transport of third parties,
• the imposition of taxes or other governmental measures, which entail a change in the actual circumstances, shall constitute force majeure for De Kroo, releasing it from its obligation to deliver without the principal being able to claim any right to compensation of whatever nature or name.
• In such or such cases De Kroo shall be entitled, at its sole discretion, to cancel the purchase contract or to suspend or modify it, respectively, until the extraordinary circumstances have ceased to exist.

Article 20 Retention of title

• As long as De Kroo has not received full payment regarding a contract of purchase/sale from the parties, delivered goods shall remain the property of De Kroo.
• De Kroo shall be entitled to recover and take possession of such goods if the defaulting purchaser fails to meet his obligations, if he goes into liquidation, applies for or has been granted suspension of payment, is declared bankrupt or if the goods are seized.
• All acts of disposition with regard to the sold and delivered goods, are prohibited to the customer, as long as he has not fulfilled his payment obligations.

Article 21 Default and dissolution

• If the principal commits a breach of contract in any way, he shall be in default for that alone without any notice of default being required.
• Without prejudice to the provisions of the Civil Code, De Kroo shall in case of default be entitled to suspend the contract concluded, to regard it as entirely or partly terminated without judicial intervention, at its option.
• De Kroo shall also have the rights stated in paragraph 2 of this article if the principal is declared bankrupt or if his bankruptcy is applied for, if he has applied for or obtained a moratorium, if his immovable property has been seized, if his company has gone into liquidation or has been taken over by a third party or third parties, or if he intends to leave the Netherlands permanently. In all such cases all claims De Kroo may have against the principal shall become immediately due and payable.

Article 22 Payment

• Payment shall be made in cash after submission of the invoice, unless otherwise agreed in writing.
• De Kroo shall be entitled to charge the client interest of 1.25% per month, calculated from the date of dispatch of the invoice, if the payment due has not been received by him within the stipulated period.
• De Kroo shall further be entitled to claim from the client all costs, both judicial and extrajudicial, caused by the non-payment, in addition to the principal and interest, including the costs of lawyers, procurators, agents, bailiffs and collection agencies.
• The extrajudicial costs shall amount to 15% of the principal amount plus interest, with a minimum of 75.00 Euro.The extrajudicial costs shall also be increased with all costs for legal advice and assistance. The mere fact that De Kroo has secured the assistance of a third party demonstrates the extent and the obligation to pay the extrajudicial costs.

Article 23 Applicable law

• All contracts concluded and/or acts performed by De Kroo shall be governed exclusively by Dutch law: such contracts and/or acts shall be deemed to have been concluded and/or performed in the Netherlands.

Article 24 Disputes

• All disputes arising from contracts concluded between the parties, including the mere collection of amounts due, shall be brought before the Civil Court of the place of residence or place of business of De Kroo, if the latter so desires, insofar as the Civil Court is authorised to do so by law.

Article 25 Win actions

• Products obtained as a result of a win action cannot be returned.
• After the winner of the win action has been announced, the winner must respond within one week and send a message to De Kroo. If this does not happen, another winner will be chosen.