Algemene voorwaarden

General Terms and Conditions of Delivery and Payment of the private company with limited liability De Nederlandse BV, with registered office in Zevenaar, hereinafter referred to as De Nederlandse ”.

Clause 1. Validity of these terms and conditions.
1. These terms and conditions apply to all legal relationships between De Nederlandse and its clients.
2. The client shall be deemed to have accepted these terms and conditions by consenting thereto or by placing an order.
3.    General terms and conditions used by the client of De Nederlandse shall never be accepted. De Nederlandse expressly rejects these.

Clause 2. The offer.
1. The offers of De Nederlandse are entirely without obligation, unless expressly indicated otherwise.
2. All offers are valid for 1 month.

Clause 3. Changes.
1. Changes to the agreement and stipulations deviating from the general terms and conditions shall only have effect if these have been agreed in writing. Should changes be passed on in another way, then the risk in respect of the implementation of the changes shall be for the account of the client.
2. Amendments to the original order may result in the given delivery period being exceeded. De Nederlandse cannot be held liable for this.
3. Should a change to the original order lead to higher costs than given in the quotation, then the client shall be charged these costs; changes which, in contrast, lead to a reduction in the costs shall result in the payment of an amount lower than agreed.

Clause 4. The agreement.
1.    Each agreement shall be entered into subject to the suspensive condition that the client proves to be sufficiently creditworthy based on the information to be obtained by De Nederlandse.
2.    If and insofar as De Nederlandse has doubts about the creditworthiness of its client based on information obtained or to be obtained by it or pending the execution of an agreement, De Nederlandse shall at all times be entitled to request payment in advance or to request security for payment obligations of the client which are already due or which will become due in future.
3. Orders placed with representatives or employees of De Nederlandse shall be binding on the client.
4. The client is responsible for the information provided by him. 5. Unless agreed otherwise, De Nederlandse shall only be bound once it has accepted the
delivery order in writing. Agreements with or undertakings made by employees and/or representatives shall therefore not bind De Nederlandse unless Nederlandse has confirmed these in writing.
6. De Nederlandse shall be entitled to bring in third parties for the execution of the agreement.

Clause 5. Contract variations.
1. Contract variations may arise both as a result of the actual number of items deviating from the agreed number, and as a result of the expected work deviating from the agreed work to be carried out.
2. De Nederlandse shall be entitled to charge for the additional work or items referred to above separately. The amounts to be charged shall be based on fair and reasonable rates.
3.    The actual number of items delivered to De Nederlandse by the client shall be counted by De Nederlandse on delivery where possible. Packing lists from the client shall never be decisive in this regard. If and insofar as De Nederlandse signs a packing list for delivered goods, regardless of whether or not this is at the express request of the client, this shall only be for receipt of the goods as a whole and shall not constitute an acknowledgment that the number of items specified by the client is correct.
4. Less work or fewer items shall only result in a deduction if this was previously agreed between the parties in writing.

Clause 6. Prices.
1. All prices, therefore also any discounts, are exclusive of VAT. 2. The price at which De Nederlandse has accepted the order is based on the prices of raw
materials, other materials, freight, wages and other price-determining factors valid at the time.
3. De Nederlandse shall be entitled to pass on elements resulting in an increase in the cost price that arise as from three months after the date on which the agreement was concluded, in the price, and the client shall be obliged to pay the price increased in this way instead of the originally agreed price.
Such elements resulting in an increase in the cost price shall in any event include increases in the prices, expressed in or converted to euro, charged by suppliers of De Nederlandse for all goods or items that De Nederlandse requires or uses to execute the agreements, wage increases, increases in or the introduction of social security charges, taxes or other levies, even if this price increase is the result of changes in currency exchange rates.

Clause 7. Delivery periods.
1.    Delivery periods are approximate only and shall commence when the order confirmation is received, in terms of which the delivery periods given by De Nederlandse shall never be binding.
2. De Nederlandse shall be obliged to do all that is reasonably possible to keep to the agreed delivery periods.
3.    Should there be a delay as a result of changes to the working conditions as applicable at the time of the conclusion of the agreement, or because the materials required to carry out the work, which were ordered in good time, have not been delivered on time, the delivery period shall be extended by such a period as is reasonable taking all the circumstances into account.
4.    Should De Nederlandse exceed the estimated delivery periods for any reason whatsoever, this shall not lead to any default on the part of De Nederlandse nor shall this give the client of De Nederlandse the right to claim compensation. In such a case, the client shall only be entitled to dissolve the agreement and to give the order to a third party, after having given Fashion De Nederlandse proper notice of default by giving it a further reasonable period within which to execute the agreement, without this leading to any liability to pay compensation on the part of De Nederlandse.
5. No contractual penalty based on the exceeding of the delivery period shall be payable if the delivery period has been exceeded as a result of force majeure, or this is (partly) the result of facts and circumstances that are under the control of or fall under the sphere of risk of the client.

Clause 8. Delivery and risk.
1.    Goods, materials and auxiliary materials delivered by the client which are in the hands of De Nederlandse shall be held for the risk of the client, regardless of whether the client is paying for the storage of the goods in question. The client shall be obliged to insure the risk of loss of or damage to the goods in question himself. Should the client want De Nederlandse to take care of this, the client must notify De Nederlandse of this prior to or on the conclusion of the agreement, so that De Nederlandse can pass on the associated costs.
2.    Delivery of the goods by De Nederlandse shall be deemed to take place ex works or ex warehouse, which is to be understood to mean the place from which delivery is made by or on behalf of De Nederlandse. Delivery shall be made to the address given by the client and only carriage paid if this has been agreed in advance.
3.    If and insofar as De Nederlandse is, based on the agreement concluded with the client, responsible for the delivery of the goods processed by De Nederlandse, the liability of De Nederlandse for any damage to the goods in question shall be limited to the amount paid out to De Nederlandse by the carrier used by it.
4. De Nederlandse shall at all times be free to choose the means of transport. In the case of delivery carriage paid, the delivery shall take place at the location where this is possible in the normal manner given the means of transport chosen by De Nederlandse. The client shall be obliged to take receipt of the goods at that location.

Clause 9. Force majeure.
1. Should the execution of the agreement be delayed by more than three months because of force majeure on the part of De Nederlandse, both De Nederlandse and the client shall be entitled to regard the agreement as having been terminated. In such a case, De Nederlandse may only claim payment for the costs incurred by it.
2. Should the situation of force majeure arise when the agreement has already been partially executed, De Nederlandse shall be entitled to demand payment for the part of the agreement that has already been executed.
3. In these terms and conditions, force majeure shall be understood to mean any circumstance beyond the control of De Nederlandse, even if this was already foreseeable at the time of the conclusion of the agreement, which permanently or temporarily prevents the execution of the agreement, as well as, insofar as these are not already included therein, war, threat of war, civil war, riot, strikes, government measures, fire, lack of raw materials, defects in machines, transport difficulties and late delivery by suppliers.

Clause 10. Terms of payment.
1. Payment must be made within 8 days of the date of invoice. All payments must be made without deduction, setoff or suspension into a bank account to be designated by De Nederlandse.
2.    Should the client not pay on time, he shall be in default by operation of law without any further notice of default from De Nederlandse being required. The client shall in such a case owe interest, as from the due date of the unpaid invoices, to the amount of the statutory commercial interest pursuant to article 119a Dutch Civil Code increased by 5%.
3. Should the client not fulfil his payment obligations promptly, De Nederlandse shall also be entitled to cancel that part of the agreement that has not yet been executed, without prejudice to its right to compensation.
4. The client undertakes to pay all judicial and extrajudicial costs relating to the collection of any due and payable amount, such as attachment costs, costs of court proceedings, costs of submitting bankruptcy petitions and extrajudicial collection costs. The extrajudicial collection costs shall amount to 15% of the principal sum to be claimed by De Nederlandse with a minimum of € 113.45 excl. VAT. The client shall also be charged the costs of any lawyer retained by De Nederlandse.

Clause 11. Right of retention.
For each outstanding claim against the client, on whatever basis, De Nederlandse shall have a right to retain the goods of the client held by it until the claims in question have been satisfied in full.

Clause 12. Liability.
1. De Nederlandse shall - except for its liability on the basis of article 8; 1095 Dutch Civil Code - never be liable vis-à-vis the client for costs, loss, damage and interest that may be incurred and/or suffered by the client or third parties as a direct or indirect consequence of acts or omissions of third parties brought in by De Nederlandse or caused directly or indirectly by goods which may or may not be under the supervision of De Nederlandse or by goods delivered by De Nederlandse, even in the case of fault.
2.    The client shall be obliged to indemnify De Nederlandse against and compensate it for all loss, damage, costs and interest for which claims may be asserted against De Nederlandse by third parties in respect of the above. In the unlikely event that De Nederlandse is nevertheless required to pay compensation, this shall never exceed the invoice price paid by the client.
3.    The aforementioned indemnification shall apply, inter alia, to claims from parties who state that they did not receive the number of items to which they were entitled pursuant to an agreement with the client. Should there therefore be any difference between the number of items according to the client's packing notes and the number counted on receipt by the client's customer, this can never lead to any liability on the part of De Nederlandse vis-à-vis the client and the client must indemnify De Nederlandse against any claims of his customer.

Clause 13. Complaints
1. Complaints shall be understood to mean serious grievances of the client in respect of delivered goods/services provided; complaints shall not be understood to mean minor deviations in the quality, quantity, colour, model or finish regarded as permissible in the industry or which cannot be avoided for technical reasons.
2. All complaints must be submitted in writing directly to De Nederlandse within 8 days of receipt; should the client fail to do so, he shall forfeit his right to complain. Should the client not have checked the quality of the delivered goods within 8 days of receipt, he shall be deemed to have accepted the delivery.
3. In the event of a legitimate complaint acknowledged by De Nederlandse, De Nederlandse shall be entitled, with the exclusion of any right of the client to compensation, either to take back the goods and process them again, or to require the client to retain the goods against a reduction in the price. Any further compensation shall be excluded.
4. Returning the goods shall be for the account and risk of the client and shall only be possible once De Nederlandse has agreed to this in writing.
5. Complaints shall not give the client the right to require the agreement to be dissolved nor shall they give him the right not to make payment, or to defer payment, in whole or in part.

Clause 14. Dissolution
1. Without prejudice to the provisions in clause 10, the agreement shall be dissolved without any notice of default being required at the time at which the client is declared bankrupt, applies
for the provisional suspension of payment or loses the power to dispose of all or part of his assets as a result of attachment, by being placed under guardianship or in another way, unless the guardian or administrator acknowledges the obligations arising from the agreement as claims against the estate.
2. As a result of the dissolution, the reciprocal claims of the parties shall immediately become due and payable. The client shall be liable for the loss or damage suffered by De Nederlandse.

Clause 15. Advice.
Should De Nederlandse be asked to provide advice on the way in which the goods are to be processed, it shall provide this to the best of its ability. De Nederlandse does not however accept any liability for damage to goods as a result of its advice.

Clause 16. Quantities delivered.
1. The specification given by the client shall not apply in respect of quantities of goods delivered to De Nederlandse. The quantities delivered shall be counted by employees of Fashion De Nederlandse in the presence of the client's driver. A written note of this count shall be made, which shall also be signed by the driver in question. This written notification shall be binding on both De Nederlandse and the client.
2. The quantities delivered by De Nederlandse shall be shown on the freight list or other notification, which shall be signed by the carrier's driver or the client.

Clause 17. Applicable law.
All agreements to which these terms and conditions wholly or partially apply shall be subject to Dutch law with the express exclusion of the applicability of the Vienna Sales Convention.

Clause 18. Disputes.
All disputes, including disputes regarded as such by only one of the parties, which may arise pursuant to an agreement to which the present terms and conditions wholly or partially apply or pursuant to further agreements which result from such an agreement, shall, subject to the parties' right to request relief in interlocutory proceedings, be adjudicated by the competent court in Arnhem. The administrative data of De Nederlandse shall be decisive, unless proof to the contrary is provided.

OUR DELIVERY TERMS AND CONDITIONS ARE ALSO AVAILABLE IN DUTCH.