From the Association of Manufacturers and Wholesalers of Sporting Goods (FGHS)
Article 1. Definitions
Seller : GOAT Hockey / Eastwood Trading
Buyer : the natural person or legal entity that is party to an agreement or other legal relationship with the Seller or to whom the Seller has made an offer or quotation
Working Days : all calendar days with the exception of Saturdays, Sundays, January 1, Easter Monday, Ascension Day, Whit Monday, Christmas Day and Boxing Day, the days that have been or will be declared national holidays by the Government, and the day on which the birthday of HRH the King is officially celebrated
Intellectual Property Rights: all intellectual property rights and related rights, such as copyright, trademark law, patent law, design law, trade name law, database law and neighboring rights, as well as rights to know-how and one-line performance.
Article 2. Applicability and validity
2.1 These General Terms and Conditions apply exclusively to all offers and quotations from the Seller to the Buyer and all agreements between the Seller and the Buyer - of whatever nature - and all (other) legal acts, legal relationships and agreements, whether or not arising therefrom or related thereto. The applicability of the Buyer's general terms and conditions is expressly excluded and rejected.
2.2 The Seller has the right to change and/or supplement these General Terms and Conditions at any time. In the event of a material change, the Seller will notify the Buyer in writing at least one month before the relevant change or addition takes effect. Unless the buyer objects in writing within two weeks of the date of dispatch of the written notification, the buyer is deemed to have tacitly agreed to the change or addition. Any purchasing and other terms and conditions of the Buyer are only applicable if it has been expressly agreed in writing with the Seller that they apply to the agreement to the exclusion of these General Terms and Conditions.
2.3 In the event of nullity of one or more provisions of the General Terms and Conditions or part thereof, the other provisions shall remain in force.
Article 3. The conclusion of agreements
3.1 All offers, quotations, quotations and the like issued by the Seller are without obligation, unless the contrary has been expressly indicated in writing by the Seller. Offers, quotations, quotations and the like also include price lists, brochures and other information provided.
3.2 The (purchase) agreement is concluded if the Buyer places an order with the Seller and this order is accepted by the Seller. Placing an order is free of form. Acceptance of an order takes place by written or electronic (by email) confirmation of the order to the Buyer by an authorized person on behalf of the Seller or by delivery to the Buyer of what is included in the order. If the agreement has been concluded through unauthorized representation of the Seller, any consequences thereof will be for the account and risk of the Buyer.
3.3 The Buyer guarantees that the person who places an order on behalf of the Buyer is authorized to enter into the agreement with the Seller. Buyer shall have no recourse against Seller for unauthorized representation.
3.4 Termination of an agreement is not possible, unless the Seller agrees to this in writing and the relevant goods have not yet been delivered. The seller is entitled to attach further conditions to the permission. Termination does not affect the Buyer's payment obligations for services already performed and costs incurred.
3.5 Changes and additions to agreements are only effective if expressly agreed in writing by the Seller and the Buyer.
3.6 A delivery obligation only arises for the Seller after acceptance of an order as stipulated in Article 3.2 of these General Terms and Conditions and without prejudice to the provisions of Article 13 of these General Terms and Conditions.
Article 4. Materials and data provided by Seller
4.1 Design drawings, working and detailed drawings, models, computer software, photographic recordings, samples, designs, logos, stated dimensions, quantities, designs, colours, materials, technical specifications and/or other materials and data related to the items offered by the Seller only serve as an approximate description of the items. The seller therefore does not guarantee the correctness and completeness of these materials and data.
4.2 The Seller is not liable with regard to the use by the Buyer of the aforementioned materials and data, unless expressly agreed otherwise in writing.
4.3 The materials and data referred to in this article, or any right thereto, remain the property of the Seller. At the Seller's first request, the Buyer must return the aforementioned materials and data to the Seller at its expense.
4.4 All Intellectual Property Rights vested in, contained in or arising from the materials and data referred to in this article (remain) vested in the Seller and/or its licensors. Nothing in these Terms and Conditions is intended to transfer any Intellectual Property Right to Buyer.
4.5 The buyer may only use the materials and data as referred to in Article 4 in the context of the performance of the agreement. Without prejudice to the foregoing, none of the items or the materials and data referred to in Article 4 may be given or handed over to third parties, whether or not for reuse, without the prior written consent of the Seller. The buyer guarantees that this obligation is also imposed on all its employees and he is responsible for compliance therewith.
Article 5. Information provided by the Buyer
5.1 The design drawings, working and detailed drawings, computer software, models, photographic recordings, samples, designs, logos, specified dimensions, quantities, designs, colours, materials, technical specifications and/or other materials and data provided by the Buyer to the Seller are Seller assumes that these are adequate, correct and complete, without Seller being obliged to conduct any further investigation.
5.2 The Buyer indemnifies the Seller against all damage and costs related to any claim, in/or out of court, from third parties who allege that an Intellectual Property Right or any other right of those third parties has been infringed by using the materials and data referred to in this article by Seller.
Article 6. Delivery and risk
6.1 The goods will be delivered by the Seller or sent for delivery to the agreed place or places in the manner stipulated in the order or agreed (subsequently) in writing.
6.2 Unless expressly agreed otherwise in writing, transport is at the expense and risk of the Buyer.
6.3 The Buyer is obliged to take receipt of the goods at the agreed place(s) upon first presentation at the time that the Seller delivers them to him or has them delivered, 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 damage and costs will be borne by the Buyer.
6.4 The seller will make an effort to pack the goods properly and conveniently.
Article 7. Delivery times / delivery on demand
7.1 The seller will make an effort to deliver the goods at the time(s) or immediately after the end of the delivery period(s), which resp. specified in the order. If a delivery period has been agreed, this will commence on the date on which the Seller has accepted the order in writing. If a delivery period is exceeded, the seller has the right, without being obliged to pay any compensation, to deliver the goods no later than 20 working days after the delivery period has expired.
7.2 If ordered goods are available to the Buyer but are not accepted by the Buyer, the Seller is authorized at its own discretion and without notice of default being required:
- Either to deliver the goods by written notice to the Buyer, in which case the goods will be stored at the Seller or the carrier from the time of dispatch of that notice, at the expense and risk, including the risk of quality reduction, of Buyer.
- Either dissolve the agreement with the Buyer in whole or in part in the manner as stated in Article 10 below, and the
to sell and deliver goods to (a) third party. In that case, the Buyer is liable for all damage suffered by the Seller as a result.
7.3 If a third party objects to delivery by the Seller, the Seller is entitled, without prejudice to the foregoing, to suspend and/or immediately discontinue that delivery and to demand compensation for the costs incurred and compensation from the Buyer, without the Seller being liable to pay any compensation to the Seller. Buyer is held.
7.4 If, in the case of delivery on call, no payment terms have been set for the call, the Seller is entitled to full payment of the total order three months after the order has been placed.
7.5 In the case of delivery on demand, the Buyer undertakes towards the Seller to call off the total quantity of the ordered goods within 3 months after the order has been placed. The goods not called up within this period will be stored at the Seller or the transporter for a maximum period to be indicated by the Seller, at the expense and risk - including the risk of quality - and depreciation - of the Buyer. Art. 9.1 applies mutatis mutandis.
After the said maximum storage period, to be indicated by the Seller, the Seller is authorized, at its own discretion and without notice of default being required, to dissolve the agreement with the Buyer in whole or in part in the manner as stated below in Article 10 and to return the goods to (a) to sell and deliver to third parties. In that case, the Buyer is liable for all damage suffered by the Seller as a result.
Article 8. Prices, billing and payment
8.1 All prices offered by the Seller to the Buyer are net and exclusive of turnover tax, insurance and transport, unless expressly stated otherwise. The seller is entitled to change the prices offered at any time before the conclusion of the agreement as referred to in Article 3.2.
8.2 After the conclusion of the agreement, the seller has the right to change the price if the price increase is the result of one of the following factors: i) increases in taxes or other government levies and/or duties, ii) changing exchange rates, iii) increases in wages, transport costs and/or purchase prices. In that case, the Buyer is always entitled to dissolve the agreement within 14 days after it has been notified in writing of the price change in accordance with Article 10, without the Seller being obliged to compensate any damage.
8.3 The seller is entitled, if the invoice amount of a delivered batch is less than EUR 500, to charge a surcharge exclusive of turnover tax for administration costs.
8.4 The Seller is entitled to invoice and request payment before delivery. Payment must be made within 30 days of the invoice date, unless stated otherwise on the invoice. Payment may also be required for partial deliveries. The Seller is at all times entitled to suspend delivery until the Buyer has made a down payment.
8.5 If the buyer has not paid the amounts due in full within the agreed period, the buyer will be in default after the expiry of this period - or 30 days after the date of the invoice - without any notice of default being required. In that case:
a) 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 commercial interest pursuant to Section 6:119a of the Dutch Civil Code; and
b) all costs incurred by the Seller, such as legal costs and extrajudicial costs, including the costs for legal assistance, bailiffs and collection agencies, incurred in connection with the late payment, will be borne by the Buyer. The extrajudicial costs (also minimum costs) are calculated on the basis of the Standardization of Collection Costs Decree. All this without prejudice to the Seller's other legal remedies under these General Terms and Conditions and/or the applicable law, including the right to compensation.
8.6 In the event of full or partial allocation of the claims for payment enforced in court by the Seller, the Buyer must reimburse all legal costs incurred by the Seller, including the costs of legal assistance, including amounts not awarded by the court, unless the Seller is the sole party to be ordered to pay the costs.
8.7 Payments made by the Buyer always serve to settle all interest and costs owed and subsequently to pay the longest outstanding invoices, even if the Buyer states that the payment relates to a (later) invoice.
8.8 The Buyer is not entitled to suspend its payment obligations, unless the Seller has confirmed that the Buyer's complaints with regard to an invoice are well-founded and these complaints have consequences for the amount of the invoice. Buyer is not entitled to settlement.
8.9 All terms referred to in this article are deadlines within the meaning of art. 6:83(a) DCC.
Article 9. Retention of title and other securities
9.1 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 settled all claims of the Seller against the Buyer, which fall within the scope of Article 92, Book 3 of the Dutch Civil Code, for whatever reason. and irrespective of its claimability, including interest and costs, have been extinguished. Before full payment, the Buyer is not authorized to pledge the goods to third parties or to transfer possession thereof, with the exception of the goods delivered by the Seller that the Buyer transfers in the context of its normal business operations. In the event of a violation of this, as well as in the event of full or partial applicability of Article 10 of these General Terms and Conditions, the Seller has the right to
to take back the delivered goods themselves, without any authorization from the Buyer or the court being required, or to have them collected from the place where these goods are located. In that case, any claim of the Seller will also be immediately due and payable in full.
9.2 The Buyer is obliged to store the goods delivered under retention of title with due care and as recognizable property of the Seller. The Buyer is obliged to insure the goods for the duration of the retention of title against fire, water and explosion damage as well as against theft and to make the policies of these insurance policies available to the Seller on first request.
9.3 In the event that the Seller wishes to exercise its rights referred to in paragraph 1, the Buyer already now gives unconditional and irrevocable permission to the Seller or a third party to be designated by it to enter all those places where the property of the Seller is (or may be) located, and to to take those properties. Any costs resulting from this will be borne by the Buyer.
9.4 If, in the opinion of the Seller, the financial position and/or payment behavior of the Buyer give cause for this, the Seller is entitled to require the Buyer to provide immediate security in a form to be determined by the Seller and/or an advance payment for the first or subsequent deliveries. gives. If the Buyer fails to provide the required security, the Seller is entitled, without prejudice to its other rights, to immediately suspend or terminate the further performance of the agreement without being obliged to pay any compensation to the Buyer and all that the Buyer owes to the Seller from whatever is due for whatever reason, immediately due and payable.
Article 10. Dissolution and suspension
10.1 The agreement can only be dissolved in writing. Dissolution of the agreement on the grounds of attributable shortcoming due to the expiry of a strict deadline is possible immediately after this term has expired. reasonable time is set for compliance.
10.2 In the event that the Buyer or the Seller has been or threatens to be granted a suspension of payments, the bankruptcy of the Buyer or the Seller has been filed, it is declared bankrupt, it ceases its business, or it is decided to dissolve the legal entity, or the Seller or Buyer obtains information which indicates with reasonable certainty that Buyer or Seller is unlikely to be able to fulfill its obligations, Seller or Buyer shall be entitled to terminate all or any agreements existing at that time without judicial intervention, in whole or in part, by registered letter with immediate effect. dissolve.
10.3 In the event of dissolution of the agreement, that which the Seller has already delivered and the associated payment obligation will not be undone, unless the Buyer proves that the Seller is in default with regard to the essential part of those performances. Amounts that the Seller has invoiced before the dissolution in connection with what the Seller has already properly performed or delivered for the performance of the agreement, remain due in full with due observance of the provisions of the previous sentence and become immediately due and payable at the time of the dissolution.
10.4 This dissolution may, at the discretion of the Seller, also extend to goods that had already been delivered on the basis of the same agreement, if those goods should have been delivered as a set according to that agreement (order confirmation). In the aforementioned situation(s), the Buyer is authorized to return the goods to the Seller at the Seller's expense and risk and to reclaim from the Seller any payments it may have made for those goods.
10.5 In the event that the Buyer fails to fulfill any obligation of any agreement whatsoever towards the Seller, the Seller is entitled to suspend all agreements existing between them at that time without judicial intervention, without prejudice to the other statutory rights of the Seller in such a case.
Article 11. Advertising
11.1 The buyer will observe the regulations regarding the manner of storage and handling of the delivered goods. Buyer checks the goods upon delivery or within 3 working days thereafter.
11.2 Complaints regarding deliveries from the Seller must be made by the Buyer in writing and directly to the Seller, within 5 working days after delivery, failing which the right to complain lapses and the delivery is deemed to have been accepted. This is only different if the Buyer can demonstrate that it concerns a defect that was already present at the time of delivery but only became apparent 3 working days after delivery and the defect was or could not reasonably have been observed during the period referred to in paragraph 1 of this article. referred control. The complaint must be made by means of a written (or by e-mail) precise statement of the nature and grounds of the complaints, including in any case dated photos showing the defects and submitting the packing slip and (if known) a statement of the relevant invoice number. By submitting a complaint, the payment obligation with regard to the items in dispute is suspended. The defective goods must be properly packaged and sent to the Seller within 10 working days at the first request of the Seller after a complaint has been submitted.
11.3 If a complaint is well-founded, the Seller is obliged, at its own discretion, to repair the faulty item or replace it with other items in accordance with the order, provided that the redelivery or repair takes place within a reasonable period after the merits of the complaint have been established. established. In that case, the buyer is not entitled to compensation.
11.4 The seller reserves the right to take into account any depreciation of the goods when determining the consequences of a well-founded complaint. The foregoing does not apply if the Buyer demonstrates that the
decrease in value is entirely attributable to the Seller.
11.5 Return shipments in connection with advertising, which are not preceded or accompanied by the data referred to in the second sentence of paragraph 2, are not permitted. If the Buyer nevertheless returns goods in violation of this regulation, or if the Buyer sends back goods unfounded, these shall, insofar as they have not been refused by the Seller, be held at the disposal of the Buyer at the expense and risk of the Buyer, without any acknowledgment of the correctness being made from this. can be deduced from any claim under warranty. The costs of unfounded return shipments are for the account of the Buyer.
Article 12. Warranty and Liability
12.1 Announcements by or on behalf of the Seller regarding the quality, composition, application possibilities, properties and treatment of delivered goods are indicative and only count as a guarantee if they have been confirmed explicitly and in writing by the Seller in the form of a guarantee.
12.2 If the Buyer carries out repairs or changes or has them carried out during the warranty period without the prior consent of the Seller, the warranty obligation will lapse immediately.
12.3 The Seller is not liable for any damage due to a shortcoming, unlawful act or any other act on the part of the Seller, except insofar as there is intent or willful recklessness on the part of the Seller personally or managerial subordinates belonging to the management of the Seller.
12.4 If, despite the provisions of 12.3, any liability rests with the Seller, this liability is limited to compensation for direct damage suffered by the Buyer up to a maximum of the invoice amount for the relevant (partial) agreement or order. In no event, however, will the total liability of the Seller for direct damage, for whatever reason, exceed € 5,000.
12.5 Direct damage is exclusively understood to mean:
a. reasonable costs Buyer would have to incur to maintain Seller's performance under the contract
reply; however, this replacement damage will not be compensated if the agreement is dissolved by or at the request of the Buyer.
b. reasonable costs incurred to determine the cause and extent of the damage, insofar as the determination relates to direct damage within the meaning of this agreement;
c. reasonable costs incurred to prevent or limit damage, insofar as the Buyer demonstrates that these costs have been incurred
led to limitation of direct damage within the meaning of this agreement.
12.6 Barring intent or deliberate recklessness, the Seller's liability for consequential damage is excluded. Consequential damage also includes loss of profit and business stagnation. The provisions of Article 12.4 apply mutatis mutandis.
12.7 A condition for the existence of any right to compensation is always that the Buyer reports the damage to the Seller in writing as soon as possible after it has arisen. Any claim for compensation against the Seller lapses by the mere lapse of 6 months after knowledge of the damage / claim arose. Knowledge is understood to mean: the moment that the Buyer knew or should have known that there was damage.
Article 13. Force majeure
13.1 Neither party is obliged to fulfill any obligation if it is prevented from doing so as a result of force majeure.
13.2 Force majeure is understood to mean any circumstance, including, but not limited to ice conditions, extreme weather conditions, terrorist attacks, flooding, legal restrictions, shortcomings of suppliers and auxiliary persons of the Seller, strike, government measures, including in the event of pandemics, such as but not limited to lockdowns , closure of factories and borders, delay in supply, export ban, riot, war, mobilization, transportation obstruction, machinery breakdown, failure of energy supply, import obstruction, fire and any other circumstances beyond Seller's or Buyer's control as a result of which the normal performance of the agreement cannot reasonably be required by the Seller or Buyer.
13.3 The party where the force majeure occurs will immediately warn the other party about this in writing.
13.4 In the event of force majeure, the other party cannot claim any compensation.
13.5 If a case of force majeure leads to the agreed date or period being exceeded, including a possible subsequent delivery period of 20 working days, the other party has the right to terminate the relevant agreement in writing, without the terminating party being obliged to pay compensation. any damage.
Article 14. Return shipments of non-defective goods
14.1 Goods that are not defective may only be returned to the Seller after express written permission from the Seller and in accordance with its return instructions.
14.2 Unless instructed otherwise by the Seller, the Buyer must return shipments of non-defective goods carriage paid and accompanied by a written explanation.
to send. This explanation must in any case state the date on which the Buyer purchased the relevant goods from the Seller, as well as the date and number of the relevant invoice from the Seller.
14.3 Returned goods will only be credited if the relevant goods are still suitable for sale, at the discretion of the Seller.
14.4 Without prejudice to the provisions of the previous paragraphs, crediting will only take place on condition that the returned goods are packed in original, undamaged packaging and free of price and/or other identification labels or stickers.
14.5 In the event of a return shipment after delivery, the Seller may, depending on the marketability and type of the returned item - at the discretion of the Seller - partially credit the net invoice amount.
14.6 The buyer remains due the amount remaining after crediting, unless expressly agreed otherwise in writing between the parties.
Article 15. Disputes and applicable law
15.1 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 district in which the Seller is established. 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.
15.2 All agreements and legal relationships of any other nature between Buyer and Seller are governed by Dutch law, to the exclusion of the Vienna Sales Convention (CISG).
Filed with the Chamber of Commerce and Industry in Breda, under number 20102190. 01-01-202