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The contractual language is Dutch. The English version of these General Terms and Conditions only serves the convenience of the partner. In the case of conflict between the Dutch and the English version of these terms and conditions, the Dutch version will prevail.
1.1 These General Terms and Conditions are applicable to all offers, agreements and deliveries concerning ReFelt B.V. trading as ReFelt and hereafter named “ReFelt”, and all associated products. In these General Terms and Conditions, the opposite party to ReFelt shall further be referred to as “the Client”.
1.2 Any purchase conditions of the Client shall not seclude or restrict these General Terms and Conditions.
2.1 All offers and quotations by ReFelt are without commitment.
2.2 Agreements between ReFelt and the Client are only achieved when they have been confirmed explicitly in writing by ReFelt. Orders may only be cancelled upon approval by ReFelt.
Delivery times as stated by ReFelt are solely an indication of a tendency and may not be seen as a definite date if it hasn’t been agreed on otherwise in an explicitly written form.
4.1 If, after the achievement of an agreement, the prices for primary products, wages, import procedures, taxes or other external costs (if not an effect of currency changes) rise, then ReFelt is entitled to adjust their retail prices accordingly. In such circumstances, ReFelt will inform the Client as soon as possible, which entitles the Client to terminate the agreement within 8 days.
4.2 If ReFelt is unable to execute an agreement as a result of force majeure, ReFelt is entitled to dissolve the agreement either in its entirety or in part or to halt its obligations until the state of force majeure has passed. The Client is then obligated to pay for the already delivered goods.
All data, models and images concerning colours, materials, measures and processing are sole indications. Occurring variations may not form a ground for complaints, compensations, termination of an agreement or price deductions if these variations are considered to be of minor importance.
Orders are only delivered postage-free if it has been explicitly agreed on. If goods are not delivered postage free, ReFelt is entitled to charge shipping costs.
The risk for all products to be delivered devolves from ReFelt upon the Client once they have left ReFelt’s places of transhipment, whereby it is of no concern, what has been agreed on beforehand between ReFelt and the Client regarding transport and insurance.
If the Client refuses a delivery, ReFelt is entitled to charge him with all resulting costs. Furthermore, ReFelt may, in this case, terminate the agreement, reserving the right to demand total compensation.
9.1 ReFelt is entitled to demand (partial) advance payment or pay on delivery at all times.
9.2 If goods are delivered on account, the payment must be made within 14 days, whereby the Client is not entitled to any price deductions or offsetting.
9.3 If a due date for payment is exceeded and no (partly) payment has been received, the Client will be legally in default and charged to pay daily interest corresponding to the state interest rate. The Client will be charged with all costs such as legal costs and extrajudicial and judicial costs, including costs for legal aid, bailiffs and debt collecting agencies, that accrued for ReFelt due to late payments. Extrajudicial costs are set for this purpose at no less than 15% of the sum due, with a minimum of € 150,- excl. VAT.
If the Client is in default or if ReFelt has good reason to presume that the Client does not or cannot adequately comply with his obligations and/or on time towards ReFelt, then ReFelt will be entitled to (partly) suspend the execution of all agreements or to dissolve them completely or in part without giving notice of default or judicial intervention being required and without being obliged itself to pay any compensation, whereby any obligations of the Client may be made enforceable immediately.
11.1 All delivered products remain the property of ReFelt until the Client has adequately complied with all his obligations towards ReFelt according to the terms and conditions of the agreement.
11.2 The Client is only allowed to sell the products, that have remained the property of ReFelt in regards to this condition, within the scope of his company’s normal exercises.
11.3 If the Client is in default or if ReFelt has good reason to presume that the Client does not or cannot adequately comply with his obligations towards ReFelt, then ReFelt will be entitled to reclaim delivered products from the Client or from third parties, who are engaged in business with the Client. The Client has to grant full cooperation in this case.
12.1 Within 10 days after receipt of the products – and immediately in case of external damages – the Client has to file and send a detailed and precise claim in writing to ReFelt, in which he presents his complaint.
12.2 Without prejudice to the generality of the foregoing, the Client is obliged to examine the delivered products before they are taken in use, adjusted or sold.
Returns of delivered products may only take place after confirmed in writing by ReFelt, whereby ReFelt is entitled to issue instructions regarding the manner of shipping.
ReFelt has and keeps all intellectual property rights-based and founded on the design.
15.1 ReFelt is not liable for damage as a result of inappropriate or misapplied utilisation and much else, as long as the damage was not caused directly and solely due to wanton negligence or intent by ReFelt.
15.2 A damage is only qualified for compensation if the Client has incontrovertibly stated, that the damage occurred due to a circumstance or incident for which ReFelt can be held legally liable.
15.3 Damage due to diminished win or lost profits is not qualified for compensation in any case.
15.4 Damage in association with damage or loss of a business or injury of a person is qualified for compensation up until an amount of the maximum order value that applies to the (part) delivery, with an understanding that the amount may not be higher than € 45.000,- and in any case at all times limited to a maximum of the amount that the insurance of ReFelt covers.
15.5 The Client prevents ReFelt from liability and compensation for damage caused by third parties, that were involved in the execution of the agreement on request by and with confirmation of the Client. The same applies to damage caused by materials, that was delivered by third parties on request by and with confirmation of the Client.
15.6 ReFelt is not liable for damage caused by inappropriate or misapplied utilisation of the delivered goods.
Dutch law applies to this agreement. In case of dispute, the judge of the city, in which ReFelt is located, will be authorised, unless the dispute exceeds the relative competence of the circuit judge.