General Terms and Conditions of Sale and Delivery Viking B.V
Viking is a member and acts under the terms of the Association of Manufacturers and Wholesalers of Sports Equipment (F.G.H.S.)
Article 1. Definitions
Article 2. Applicability and validity
Article 3. The formation of agreements
Article 4. Delivery and risk
Article 5. Delivery times / delivery on demand
Article 6. Prices, invoicing and payment
Article 7. Force majeure
Article 8. Retention of title and other securities
Article 9. Suspension and dissolution
Article 10. Reclamation
Article 11. Warranty and Liability
Article 12. Return shipments of non-defective items
Article 13 Adjustment of agreements
Article 14. Disputes and applicable law
Article 1. Definitions
In these General Terms and Conditions the following terms have the following meanings:
the F.G.H.S .: the Association of Manufacturers and Wholesalers in Sports Equipment (F.G.H.S.), with its registered office in Utrecht;
Seller: a member of F.G.H.S .;
Buyer: the other party of the Seller to an agreement as referred to in Article 2.1 of these Conditions;
working days: all calendar days with the exception of Saturdays, Sundays, 1 January, Easter Monday, Ascension Day, Whit Monday, Christmas Day and Boxing Day, the days that are or will be proclaimed by the Government as national holidays, and the day on which HM's birthday is Queen is officially celebrated;
days: all calendar days
Article 2. Applicability and validity
2.1 These General Terms and Conditions apply exclusively to all offers and agreements under which Seller sells and delivers goods of any kind.
2.2 Deviations from and additions to these General Terms and Conditions or to the agreement are only valid if and insofar as they have been explicitly confirmed in writing by the Seller. Any purchase or other conditions of the Buyer only apply if it has been explicitly agreed in writing that they apply to the agreement to the exclusion of these General Terms and Conditions.
Article 3. The formation of agreements
3.1 All offers, quotations and suchlike issued by the Seller are without obligation unless the contrary is explicitly stated in writing.
3.2 The (purchase) agreement is concluded if an order is placed by the Buyer with the Seller and this order has been accepted by the Seller and / or confirmed in writing.
Orders placed by the Buyer by telephone, e-mail or otherwise remotely, are established by written confirmation by the Seller, unless the Buyer notifies in writing within two working days of receipt of the written confirmation that the confirmation does not accurately reflect the agreed.
3.3 The Buyer and / or Seller is bound by agreements concluded by persons authorized to do so and by persons whom the Seller and / or / Buyer could assume to be authorized to do so.
Article 4. Delivery and risk
4.1 The goods will be delivered by the Seller to or sent for delivery to the agreed place or places in the ways as determined in the order or subsequently agreed in writing.
4.2 The transport of the goods is at the expense of the Seller, unless the order amount of the goods is lower than an amount to be determined by the Seller, in which case the transport is at the expense of the Buyer. The aforementioned amount is at the discretion of the Seller, on the understanding that, depending on price level and volume, this amount will not exceed 500 Euro.
4.3 The Buyer is obliged to take delivery of the goods at the agreed place / places at the time that the Seller delivers them or has them delivered to him, or at the time when they are made available to him in accordance with the agreement. If the Buyer remains in default in this respect, the resulting costs will be for his account.
4.4 The risk of the goods transfers to the Buyer at the time when they are legally and / or actually delivered to the Buyer, and thus are brought under the control of the Buyer or a third party designated by the Buyer.
4.5 The seller is obliged to pack the goods properly and conveniently.
4.6 If the transport is at the expense of the Buyer and the Buyer requests the Seller to arrange the transport, the provisions of Article 4.4 remain. in full force.
Article 5. Delivery times / delivery on demand
5.1 The seller will deliver the goods at the time (s) or immediately after the end of the delivery period (s), which is / are determined in the order. If a delivery period has been agreed, this will commence on the date on which the Buyer has placed the order. If a delivery period is exceeded, the Seller has the right, without being obliged to pay any compensation, to deliver the goods within 15 working days after the end of the delivery period at the latest.
If the Seller has not delivered the goods at the end of this additional delivery or post-delivery period, the Buyer is entitled to dissolve the agreement without notice of default or judicial intervention. Dissolution of the agreement can only be done in writing. This termination can also extend to items that had already been delivered on the basis of the same agreement, if those items should have been delivered as a set according to that agreement (order confirmation). In the aforementioned situation (s), the Buyer is entitled to return the goods to the Seller at his expense and risk and to reclaim from the Seller the payments he may have made for those goods.
5.2 If ordered items are available to the Buyer but are not accepted by the Buyer, the Seller is authorized:
- or to deliver the goods by means of a written notification from the Seller, in which case the goods will be stored with the Seller or with the carrier from the time that notification is sent, such at the expense and risk, including the risk of deterioration in quality, of Buyer.
- either to dissolve the agreement with the Buyer in whole or in part in the manner stated in Article 9 below, and to sell and deliver the goods to one or more third parties. In that case the Buyer, if the Seller suffers damage in any way as a result of the non-acceptance by the Buyer, is liable for this damage.
5.3 If no deadlines have been set for the on-call delivery on demand, the Seller is entitled to full payment three months after the order. If within three months not yet or not all of the ordered has been called, the Seller has the right to demand in writing that the Buyer will indicate in writing a term within which the total quantity will be called, which demand that the Buyer must comply with within five working days and the goods that have not yet been called up will be stored at the Seller or the transporter with effect from the first day following that three-month period, at the expense and risk, including the risk of deterioration in quality, of the Buyer.
The period to be indicated by the Buyer after a summons may not exceed a period of three months.
Article 6. Prices, invoicing and payment
6.1 All prices agreed by Seller and Buyer are net and exclusive of turnover tax, unless explicitly stated otherwise. Invoicing takes place at the prices that apply on the day of delivery.
6.2 The seller is entitled, if the invoice amount of a delivered batch is lower than 350 Euro, to charge a surcharge of a maximum of 10 Euro for administration costs.
6.3 Unless explicitly agreed otherwise in writing, the Seller grants the Buyer the following payment discounts:
- cash on delivery: 2% of the net invoice amount;
- upon payment within 10 days of the invoice date: 2% of the net invoice amount;
- when paid within 30 days of the invoice date: net
6.4 Payment must be made within 30 days of the invoice date, without prejudice to the right of the Seller to stipulate a down payment when concluding the agreement. However, the buyer is entitled to suspend payment if he finds a shortcoming in the goods. The Buyer is obliged to notify the Seller of this in writing within the payment term. Exercise of the right of suspension is limited to the amount corresponding to the price of the goods that have not been delivered / not properly delivered to the Buyer.
6.5 Payment may also be required for partial deliveries.
6.6 Subject to the provisions of paragraph 4, if the Buyer has not paid the amounts due in full within the agreed term, the Buyer will be in default after the expiry of this term, without any notice of default being required. In that case, from the date on which the amount due has become due and payable until the time of payment, the Buyer owes interest on the outstanding amount at the statutory interest, all this without prejudice to the other rights of the Seller.
6.7 If the Buyer has not paid the amounts due within the agreed term, the Seller is also entitled to pay the invoice in court or via the F.G.H.S. collection, in which case all costs related to this, which are set at a minimum of ten percent of the claim, will be borne by the Buyer.
Article 7. Force majeure
7.1 Force majeure is understood to mean any circumstance with which the Seller, resp. Buyer, could not reasonably take into account and as a result of which the normal performance of the agreement cannot reasonably be expected by the other party.
7.2 Seller resp. The buyer will immediately notify the other party in writing if a case of force majeure occurs.
7.3. In case of force majeure, the other party cannot claim any compensation.
7.4 In the event of force majeure, the parties must make an arrangement regarding the implementation of the agreement concerned.
7.5 If a case of force majeure leads to the agreed date or term being exceeded, including a possible subsequent delivery term of 15 working days, the other party, notwithstanding the provisions of paragraph 4, has the right to dissolve the agreement concerned by means of a written statement. . This dissolution does not extend to items that have already been delivered, except for those items that should have been delivered as a set according to that agreement (in accordance with Article 5.1).
Article 8. Retention of title and other securities
8.1 Without prejudice to the provisions of these terms and conditions, all goods delivered by the Seller at any time remain the property of the Seller until payment by the Buyer has resulted in all of the Seller's claims against the Buyer falling within the framework of Article 92 Book 3 of the Dutch Civil Code, for whatever reason and irrespective of the due date, including interest and costs, are canceled. Before full payment, the Buyer is not authorized to pledge the goods to third parties or to transfer the possession thereof, with the exception of the goods delivered by the Seller, which the Buyer transfers in the context of normal business operations. In the event of violation thereof, as well as in the event of full or partial applicability of Article 9, the Seller has the right to take back all goods delivered by the Seller or to have them recovered from the goods, without any authorization from the Buyer or the court being required to do so. place where these items are located. In that case, any claim of the Seller is also immediately due and payable.
8.2 In the event that the Seller wishes to exercise his rights referred to in paragraph 1, the Buyer gives unconditional and irrevocable permission to the Seller or a third party to be designated by the latter to enter all those places where the property of the Seller is or may be located, and to to bring belongings.
Article 9. Suspension and dissolution
9.1 In the event that the Buyer or Seller fails to fulfill any obligation of any agreement whatsoever towards his other party, if he is or is in danger of being granted a moratorium on payments, he is declared bankrupt, he decides to liquidate his business, or the Seller or Buyer has information obtains which indicates with reasonable certainty that the Buyer or Seller is unlikely to be able to fulfill its obligations, the Seller or Buyer is entitled to suspend all existing agreements at that time without judicial intervention or to dissolve all or part of them by registered letter or declared dissolved, all this without prejudice to the other legal rights of the Seller or Buyer in such a case.
9.2 Due to dissolution, reciprocal claims become immediately due and payable.
Article 10. Reclamations
10.1 The buyer will observe the regulations regarding the method of storage and handling of the delivered goods. The buyer will check the goods on delivery or otherwise as soon as possible and to the extent that this can be reasonably expected and / or according to custom.
10.2 Complaints regarding deliveries must be made by the Buyer in writing and directly to the Seller. In case of visible defects, complaints must be in the possession of the Seller within 8 days of receipt of the goods; if the Buyer could only reasonably discover the defect later (= hidden defects) within 8 days after discovery of the defect. The complaint must be made by means of a detailed statement in writing of the nature and grounds of the complaints and by submitting the packing slip and stating the relevant invoice number.
By submitting a complaint, the payment obligation with regard to the disputed goods is suspended pursuant to Article 6.4.
10.3 If a complaint is justified, the Seller is obliged to repair the defective item or to replace it with other items in accordance with the order, provided that the redelivery takes place:
- if the complaint relates to visible defects: before the delivery date, or before the end of the delivery period, plus the duration of the subsequent delivery period, if there is a right to this, or within 10 working days after the goods have been received back;
- if the complaint relates to hidden defects: within 10 working days after the goods have been received back, but no later than 15 working days after delivery or no later than 15 working days after the delivery date or after the end of the delivery period.
10.4 If (timely) redelivery pursuant to Article 10.3 is not possible, the Buyer is entitled to consider the purchase agreement dissolved without notice of default or legal intervention. The provisions of Article 5.1 apply mutatis mutandis to this dissolution.
10.5 Return shipments in connection with complaints that are not preceded or accompanied by the information referred to in the second sentence of paragraph 2 are not permitted. If the Buyer nevertheless returns goods in contravention of this regulation, or returns goods unfounded, they will, insofar as they have not been refused by the Seller, be kept available to the Buyer at the Buyer's expense and risk, without any acknowledgment of the correctness of the goods. any warranty claims can be derived.
The costs of unjustified returns are at the expense of the Buyer.
Article 11. Warranty and Liability
11.1 Notices by or on behalf of the Seller regarding the quality, composition, application options, properties and treatment of the delivered goods only apply as a guarantee if they have been expressly confirmed in writing by the Seller in the form of a guarantee.
11.2 If during the warranty period the Buyer carries out repairs or changes or has them carried out without the prior consent of the Seller, the warranty obligation will lapse immediately.
11.3 Seller is only liable for damage to goods or persons, which for
Buyer, its personnel or for its customers may arise from or as a result of actions,
insofar as these can be regarded as a form of breach of contract or tort
of the Seller, its personnel or of other persons by the Seller in the implementation of the
order involved.
11.4 The Seller will indemnify the Buyer against claims from third parties for compensation
damage as referred to in the first paragraph. If by a third party a claim in this matter against
Buyer is established, Buyer will immediately notify Seller thereof
while sending the necessary data. For the remainder, the Purchaser will withdraw from each
withhold action in this matter, unless the Seller gives him permission to do so or
The seller remains in default to avert the claim of the third party.
Article 12. Return shipments of non-defective items
12.1 The buyer must send return shipments of non-defective goods carriage paid and accompanied by a written explanation. These explanatory notes must in any case state the date on which the Buyer purchased the relevant items from the Seller, as well as the date and number of the relevant invoice from the Seller.
12.2 Returned goods will only be credited if the goods in question are still suitable for sale, at the discretion of the Seller.
12.3 Without prejudice to the provisions of the previous paragraphs, crediting will take place on the following basis:
the goods to be returned must be undamaged and packed in original packaging;
- for textiles:
- in case of return within one month after delivery: 50% of the net invoice amount;
- for return within one and three months after delivery: 25% of the net invoice amount;
- for items other than textiles:
- in case of return within three months after delivery: no more than 75% of the net invoice amount;
- in case of return within three and six months after delivery: a maximum of 50% of the net invoice amount;
- in case of return within six and twelve months after delivery: a maximum of 25% of the net invoice amount;
- The buyer continues to owe the amount that remains after crediting, all this unless explicitly agreed otherwise in writing.
Article 13 Adjustment of agreements
Changes and additions to concluded agreements are only effective if they have been expressly agreed in writing by the Seller and Buyer.
Article 14. Disputes and applicable law
14.1 All disputes relating to an agreement or the performance of an agreement between the Buyer and the Seller, which cannot be resolved by mutual agreement between the parties, will be submitted to the competent court in the jurisdiction in which the Seller is established, unless the subdistrict court has jurisdiction. Contrary to the foregoing, the Seller has the right to submit a dispute to the competent court in the area in which the Buyer is established.
14.2 The agreements between the Buyer and the Seller are governed by Dutch law.