General conditions

Applicability

1. These general terms and conditions apply to all offers and advice from Krott Trophy Products B.V. or agreements with Krott Trophy Products B.V. regarding the supply of goods or services.
2. In these terms and conditions Krott Trophy Products B.V. is regarded as either seller or contractor. Where reference is made to the seller this also means the contractor. Where reference is made to the buyer this should also be read as the client.
3. Any general terms and conditions of the buyer shall not apply. Additional or differing stipulations or conditions are valid only insofar as they have been accepted in writing by Seller.
4. Insofar as applicable, in these general conditions the term goods shall also include installation, apparatus, parts, accessories and tools, all in the broadest sense.

Offer/Agreement

5. Any offer made by seller is entirely without obligation. Unless the offer states otherwise, all offers are valid for a period of 30 days.
6. An agreement is concluded as soon as acceptance of the offer has reached the seller. Acceptance implies agreement to these general terms and conditions and waiver of own (purchase) conditions if and insofar as they deviate from or conflict with these terms and conditions or applicable Dutch law.
7. If the acceptance deviates from the offers on any point or part, the agreement will only be concluded if and insofar as the seller has agreed to this deviation in writing.
8. An offer is deemed not to have been made if and insofar as executing this offer or this agreement would result in acting contrary to legal provisions, rules or regulations. Neither seller nor buyer can in this case assert any rights against their counterparty.
9. For sales from warehouse stock, the invoice may take the place of the written confirmation.
10. All quotations or offers are based on the data, drawings and measurements derived from them and measurements made by the seller at the time of the offer, insofar as these have taken place. Designs, images, drawings, price lists, catalogs, statements of sizes and weights, samples and models originating from the seller are as accurate as possible and only binding insofar as they are expressly confirmed. Details need not be provided. Minor differences in execution are permissible.
11. The seller reserves the copyright to and ownership of the designs, images, drawings, samples, samples and models provided with the offer. Without the seller's consent, the buyer is not entitled to use, copy or make available to third parties the designs, images, drawings, samples, samples and models provided with the offer. They must be returned immediately at the seller's first request, failing which the buyer shall owe the value to be determined, without prejudice to other rights available to the seller.
12. Modification or cancellation of an agreement requires the seller's written consent.
13. If the buyer wishes to modify or cancel the concluded agreement, he shall be obliged to compensate the seller for all damages and costs resulting from the modification or cancellation.

Prices and Payments

15. The prices mentioned in the offer are exclusive of sales tax, import and export duties, import and export taxes, transport and transport insurance, packaging costs, clearance costs, consulate costs and all other possible costs which the seller has reasonably had to incur in order to deliver the sold goods at the agreed place and time. The determination of the amount of these costs shall be based on the costs actually incurred, paid and/or to be paid by the Seller.
16. If, after offer and acceptance but before execution of the agreement, changes to cost-determining invoices result in the cost price/calculation price for the seller increasing by more than 10%, the seller has the right to pass on this increase to the buyer. Within 5 days after the price increase has been communicated to him by vendor, purchaser has the right to dissolve the agreement without any rights or obligations arising between vendor and purchaser. If the buyer has not or not timely exercised his right to dissolve the agreement, he is deemed to be bound by the higher price.
17. Unless otherwise agreed in writing, the buyer is obliged to pay the purchase price including the costs referred to under 15 and 16, in cash prior to or at the latest upon delivery or performance without any discount or setoff in Euro.
18. If before delivery or execution the seller has doubts about the creditworthiness of the buyer, the seller is authorized to dissolve the agreement or to suspend the execution of the agreement until security is provided.
19. In the case referred to under18, the seller shall be entitled to compensation for costs and damages, including lost profits, caused by the measures taken by the seller as referred to under21. If the doubt is not justified, the buyer, barring intent or gross negligence on the part of the seller, shall not be entitled to compensation for costs or damages in any form whatsoever incurred.
20. If the buyer fails to meet his payment obligations on time, he shall be in default by the mere expiry of the period referred to under 17 without any summons or notice of default being required by the seller, and he shall forfeit to the seller a default interest of 1% per month on the amount due, whereby part of a month shall be regarded as a whole month. The obligation to pay default interest shall not affect the seller's right to dissolve the (purchase) agreement 10 days after the buyer is in default, without judicial intervention, in which case the buyer shall be liable for all losses suffered by the seller, including loss of profit, extrajudicial and judicial costs as well as actual costs incurred in any proceedings, costs as referred to under 13 and 14, costs of extra transport, all fixed at 20% of the invoice amount excluding turnover tax.
21. If the buyer does not or not timely fulfill his payment obligation, the costs of collection shall be borne by the buyer. If it only concerns extrajudicial costs, these will be fixed at 15% of the invoice amount, with a minimum of € 250, plus turnover tax. If judicial collection is resorted to, in addition to the aforementioned extrajudicial costs, the buyer shall be liable for all reasonable process and enforcement costs incurred.
22. Seller is entitled to set off any claims against Buyer against any debts that Seller may have or will have to Buyer.

Delivery and retention of title

23. Vendor shall deliver the goods or perform the services at the place and time determined in the offer or agreement in accordance with and with due observance of the statutory provisions, orders, directives, regulations and the like.
    If delivery of the goods or performance of the agreed services at the agreed time is not possible due to circumstances for which purchaser is responsible or as a result of force majeure for vendor or purchaser, then the delivery of the goods or performance of the services will take place elsewhere if possible or within 14 days thereafter at the expense of purchaser. If this is not reasonably possible, the seller is entitled to dissolve the agreement, in which case the buyer must compensate the seller for any damage, including loss of profit.
24. If buyer refuses to take delivery of the offered goods or offered services at the place and time specified in the offer or agreement, then the goods shall be deemed to have been delivered and the services shall be deemed to have been performed at the time of the offer and buyer shall owe the price and costs referred to under 15 and 16 at that time, as well as buyer shall be obliged to reimburse the damage and additional costs incurred by seller as a result of buyer's refusal.
25. In case has been sold with actual delivery on call then the buyer has to call all goods within three months after realization of the agreement unless another call period has been agreed in writing. If the buyer fails to do so, the provisions under 23 shall apply.
26. Seller is entitled to deliver the goods mentioned in the offer or agreement in parts (partial deliveries). A partial delivery can always be invoiced separately by the seller.
27. Purchaser is obliged to check upon delivery whether the goods delivered are of the quantity and quality he was entitled to expect on the basis of the agreement. Detected deviations in quantity or quality must be communicated in writing to Seller by Buyer within 5 days of delivery, failing which the goods and services shall be deemed to have the agreed quantity and/or quality.
28. In the case referred to under 23, the goods and services shall be deemed to be of the agreed quantity and/or quality.
29. In the event of justified complaints, to which determination buyer must give seller the opportunity, about quantity and/or quality, seller will, unless otherwise agreed in writing, deliver new goods as soon as possible or still perform the services correctly, in which case seller will not be liable to buyer for damages.
30. Subject to the provisions of paragraph 31, the ownership of and risk for the goods shall pass to the buyer upon delivery, as stated in the offer or agreement, whereby refusal to cooperate in the delivery as referred to under24 shall be deemed delivery.
31. As long as the buyer has not paid the full amount of the purchase price with any additional costs, the seller reserves ownership of these goods, in which case the buyer is liable to the seller for any damage or destruction to or of the goods. Should this reservation lead to the actual taking back of the goods by the seller, the buyer shall owe the seller 20% of the invoice amount excluding sales tax, in addition to the actual costs incurred.

Force majeure

32. If the seller, through no fault of his own, is unable to deliver the purchased goods or perform the services to be performed at the agreed time and place respectively, without the situation occurring as referred to under 23, the agreed delivery/performance time shall be extended by a maximum of 3 months. If, for a maximum of three months after the originally agreed delivery/performance time, the seller has also been unable through no fault of his own to deliver the goods at the place specified in the offer or agreement, respectively to perform the agreed services, the agreement shall be dissolved without judicial intervention and none of the parties involved in the agreement shall be entitled to compensation of any kind, including loss of profit.

Guarantee of sound delivery/operation

33. Seller shall do all that may reasonably be expected of it to ensure that sound products of good quality are delivered respectively services are performed properly.

Warranty

34. Seller shall not be liable for defects in the goods delivered unless the conditions set forth below in this article are met and subject to the following limitations:
    New goods delivered shall be warranted for the period stated in the offer, from date of delivery against any defects in workmanship, construction and materials, provided that Seller is notified by Buyer within a period of 5 days after discovery thereof. Seller's warranty obligation shall be limited to supplementing, replacing or repairing at Seller's discretion without Seller being obliged to any further compensation of any kind. The buyer shall keep the goods in question available for inspection by the seller.
    The goods or parts thereof to be supplemented, replaced or repaired shall be sent to the seller carriage paid. Goods and/or parts replaced by the seller become its property.
    The warranty claim lapses in the event of:

• use of the goods in a manner other than in accordance with the manufacturer's instructions.
• handling or use in a manner other than that considered normal for the goods
• repair, replacement of parts and similar actions by persons other than those designated or authorized by Seller.
• damage caused by accident, force majeure or gross negligence in the performance of the work by the buyer or its employees. The seller shall not be held to any warranty as long as the buyer has not fulfilled his payment obligation in full.

Liability

35. The Buyer shall indemnify the Seller against all liabilities relating to designs, illustrations, drawings, measurements, models and the like used and/or affixed by the Seller at the Buyer's request and whether or not supplied to the Seller by the Buyer. The foregoing shall not affect the intellectual, industrial and related property rights of the Seller and/or its suppliers with respect to the goods supplied.
36. All goods, including those sold carriage paid, are transported at the buyer's risk. Commitments made to third parties shall not alter this and shall be deemed accepted in the interest and for the account of the buyer. Unless the buyer timely requests the seller to insure the goods during transport at his expense, the goods shall travel uninsured.
37. Seller shall not be liable for any damages incurred by Buyer, including consequential damages, except in the event of intent or deliberate recklessness on the part of Seller. Damages shall at all times be limited to the net invoice amount, however, up to a maximum covered under Seller's insurance. . This applies to both contractual and statutory liability for damages suffered by the buyer directly or indirectly as a result of the purchase presence or use by himself or others of the goods sold or in any other way which conditional and limited exclusion of liability applies mutatis mutandis to the provision of some services.
38. Under the same conditional and limiting conditions and circumstances as referred to under 37, the buyer shall indemnify the seller against claims for damages brought by third parties against the seller in respect of the goods sold to or services performed for the buyer.

Applicable law

39. Dutch law applies to all offers and agreements to which these general terms and conditions apply. The applicability of the Vienna Sales Convention (United Nations Convention on Contracts for the International Sale of Goods) is excluded.

Disputes

40. All disputes directly or indirectly arising from an offer or agreement to which these general terms and conditions apply, to the exclusion of other.