TERMS AND CONDITIONS OF GG FOOTWEAR BV
Article 1 Applicability
1.1. In these conditions "customer" is understood to mean every natural and legal person who has entered into an agreement with our company, or wishes to do so, and apart from this, his representative(s), agent(s), assignee(s) and heir(s). In these conditions, "GG Footwear" is understood to mean: GG Footwear BV B.V.
1.2 These general conditions are applicable to all offers and agreements of GG Footwear, as well as the implementation thereof, subject to changes that are only binding if they are explicitly confirmed in writing by GG Footwear.
1.3 General conditions used or declared applicable by the client are not recognized by GG Footwear and are hereby explicitly rejected.
1.4 These general conditions are also applicable to all agreements with GG Footwear for the implementation of which third parties should be involved.
Article 2 Offer and acceptance
2.1 All offers made by GG Footwear are non-binding and valid for a period indicated by GG Footwear.
2.2. Sending offers and/or (other) documentation does not oblige GG Footwear to deliver or accept the order. GG Footwear reserves the right to revoke an offer made by it within 10 days of acceptance.
2.3. GG Footwear reserves the right to refuse orders without giving reasons.
2.4. All price lists, brochures and other information provided with an offer are as accurate as possible, but cannot be seen as any guarantee. The information provided in the offer is only binding for GG Footwear if it is explicitly confirmed in writing. GG Footwear is not obliged to provide detailed information.
2.5. An agreement of purchase and sale is considered to be created when the client places an order in writing or verbally with GG Footwear and this order is confirmed by GG Footwear, or when GG Footwear , without prior written acceptance, has begun implementation.
2.6. Amendments to the purchase agreement and deviations from these general terms and conditions will only be effective if agreed in writing.
2.7. If for any reason no order confirmation is received by the client, the invoice is also considered to be an order confirmation and is considered to reflect the agreement correctly and completely. GG Footwear's administration is decisive with regard to what is stated under 2.5 and 2.6.
2.8. Each agreement is entered into by GG Footwear under the suspensive condition that the client - solely at the discretion of GG Footwear - is sufficiently creditworthy for the financial performance of the agreement.
2.9. On or after concluding the agreement, before (further) performance, GG Footwear is entitled to demand security from the client that is satisfactory to GG Footwear so that both the payment and other obligations will be met. Furthermore, GG Footwear is at all times entitled to require (partial) advance payment.
2.10. GG Footwear is authorized to - if it deems this necessary or desirable - engage third parties for the proper implementation of the agreement.
Article 3 Samples
A sample provided to the client is only indicative in nature. The Client should take into account the possibility that the lot to be delivered may deviate from the sample. The sample remains the property of GG Footwear at all times and must be sent to GG Footwear at first request.
3.2. GG Footwear reserves the right to make minor adjustments to the samples to improve our product.
Article 4 Prices
4.1. Unless otherwise stated, all price quotations are made subject to price changes and in euros.
4.2. Unless otherwise stated, the prices given by GG Footwear are - based on the level of purchase prices, wage costs, special and governmental charges, freight, insurance premiums and other costs applicable on the quotation or order date; - based on delivery ex its company, warehouses or other storage location; - exclusive of VAT, other taxes, levies and duties; - exclusive of the costs of transport and insurance.
4.3. In case of an increase in one or more cost price factors, GG Footwear is entitled to increase the order price accordingly, with due observance of any existing legal requirements in this regard.
4.4. For orders below a certain minimum value, GG Footwear is entitled to charge extra administration costs, which will be determined and invoiced on a case-by-case basis.
Article 5 Delivery and delivery time
5.1. Unless otherwise agreed in writing, delivery (EXW) shall take place ex works, warehouse or other storage location of GG Footwear. The time of delivery is the moment when the goods have left the factory, warehouse or other storage location. Free delivery is only made if and to the extent that this is indicated in writing by GG Footwear , on the order confirmation, invoice or otherwise. GG Footwear reserves the right to deliver the goods cash on delivery only.
5.2. The delivery time is stated on the order confirmation. This delivery time is approximate and can never be regarded as a deadline. Exceeding the delivery time, for whatever reason, does not entitle the customer to compensation, nor to dissolution of the agreement or non-fulfilment of any obligation, unless there is intent or gross negligence on the part of GG Footwear.
5.3. In the event that the delivery time is exceeded, the customer shall only have the right to inform GG Footwear of this exceedance by registered letter and shall give GG Footwear a final delivery time of at least 10 working days, which period shall commence upon receipt of the notice of default in question.
5.4. Unless otherwise agreed, the customer is obliged to receive the executed order immediately after completion.
5.5. Postponement of delivery time at the request of the customer can only take place with the explicit written approval of GG Footwear. Costs and losses arising from this postponement for GG Footwear will be borne in full by the client. The cost statement to be provided by GG Footwear in this regard is binding for the customer.
5.6. If the goods have not been taken by the client after the delivery time has expired, they are stored at his disposal at his expense and risk. After a period of 4 weeks GG Footwear is entitled to (privately) sell these items. Any reduced proceeds and costs will be borne by the customer, without prejudice to all other rights of GG Footwear.
5.7. GG Footwear is entitled to deliver in parts (partial deliveries), which GG Footwear can invoice separately; the client is then obliged to pay in accordance with the provisions of article 10 of these conditions.
5.8. The client is obliged to check the delivered goods and packaging immediately upon delivery for any shortfalls or damage, or to carry out this check after notification by GG Footwear that the goods are available to the client.
5.9. Any shortfalls or damage to the delivered goods and/or the packaging present at the time of delivery must be noted by the client on the delivery note, the invoice and/or the transport documents, in default of which the client is deemed to have approved and accepted the delivered goods. In that case, complaints in this respect will no longer be dealt with.
Article 6 Transport/risk
6.1. The method of transport, shipment, packaging, etc. is, if no further instructions are provided by the client to GG Footwear, determined by GG Footwear with due care and attention, without GG Footwear bearing any liability for this. Any specific wishes of the client regarding the transport/shipment will only be carried out if the client has declared in writing to bear the additional costs thereof.
6.2 . The transport of the goods shall always take place at the expense and risk of the client, which risk shall be transferred to him as soon as the goods have left our factories and/or warehouses or the factories and/or warehouses of third parties, even when the carrier demands that waybills, transport addresses, etc. contain the clause that all transport damage is at the expense and risk of the sender.
6.3. In case of carriage paid delivery, the transport costs will not be charged separately.
Article 7 Force majeure
7.1. Any obligation of GG Footwear to carry out any obligation shall be suspended for as long as the fulfilment is not or not properly possible due to force majeure. Force majeure on the part of GG Footwear is understood to mean: every circumstance independent of the will of GG Footwear, whether or not foreseen and/or unforeseen, as a result of which GG Footwear can no longer be reasonably expected to carry out the agreement. Force majeure' includes in any case: strike, excessive absenteeism of personnel, transport difficulties, fire, government measures, including in any case import and export bans, quota restrictions and business interruptions at GG Footwear or at the suppliers of GG Footwear, as well as default by suppliers of GG Footwear as a result of which GG Footwear can no longer be expected to meet its obligations.
7.2. If the performance has been suspended for more than one (1) month or as soon as it is certain that it will last for at least one (1) month, either party may, by registered letter, demand that the agreement either be adapted to the circumstances or be rescinded with immediate effect in respect of the part in question, without the parties being liable to pay damages to each other.
7.3. GG Footwear is entitled to claim payment for the work carried out in the implementation of the agreement in question before the circumstance causing the force majeure occurred.
Article 8 Liability/guarantee
8.1. Without prejudice to any contractual warranty provisions of GG Footwear, GG Footwear explicitly excludes any far-reaching liability towards the client or third party for all damages, on any grounds whatsoever, in connection with goods/products delivered by GG Footwear, including all direct and indirect damages, such as consequential loss or trading loss, except liability for damage caused by intent or gross negligence of GG Footwear, its employees and/or auxiliary persons.
8.2. Any liability of GG Footwear is at all times limited to the net purchase value of the delivered product.
8.3. The client explicitly and fully indemnifies GG Footwear against any further (compensation) claim from himself or from third parties.
8.4. A contractual warranty is only provided if and to the extent specified by GG Footwear in writing and in accordance with the warranty provided by the manufacturer. Fulfilment of contractual warranty obligations/claims by GG Footwear shall be deemed to be the only and complete compensation.
Article 9 Complaints
9.1. Any complaints will only be taken into consideration by GG Footwear if they have reached GG Footwear -by registered mail- within 8 days of delivery of the relevant articles, accurately stating the nature and grounds for the complaints.
9.2. For complaints about defects that are not externally observable, a period of 8 days applies from the date on which the defect is observed, or from the date on which it could have been observed. These complaints can be made up to 6 months after delivery at the latest.
9.3. Complaints about invoices must also be submitted in writing, within 8 days of the date on which the invoices were sent.
9.4. Minor deviations in quality and/or color etc. cannot be a reason for rejecting the goods delivered.
9.5. After the expiry of these term(s), the client will be deemed to have approved the goods delivered or the invoice, respectively. After that, complaints will no longer be considered.
9.6. If the complaint is found to be valid by GG Footwear, GG Footwear is solely obliged to repair, replace or credit the faulty goods, at the discretion of GG Footwear, without the client being able to exercise any right to any compensation whatsoever.
9.7. Submitting a complaint does not relieve the customer of his payment obligations towards GG Footwear .
9.8. Return of the delivered goods can only take place after prior written consent by GG Footwear and must always take place carriage paid.
Article 10 Retention of title
10.1. All delivered and still to be delivered items remain the exclusive property of GG Footwear, until all claims that GG Footwear has on the client, or that GG Footwear will obtain at any time, have been paid in full.
10.2. The claims referred to in the first paragraph of this article include at least, but not exclusively, the following claims. If GG Footwear carries out work for and at the expense of the client in the context of this sales agreement, the aforementioned reserved ownership applies until the client has also paid these claims of GG Footwear in full. The retained ownership also applies to the claims that GG Footwear may obtain against the client on account of the failure of the client to fulfil one or more of its obligations towards GG Footwear. As long as the ownership of the delivered goods is not transferred to the client, the client may not pledge the goods or grant any other right to them to a third party, except for the provisions in paragraph 7 of this article.
10.3 On delivered goods that through payment have become the property of the client and are still in the hands of the client, GG Footwear hereby reserves in advance rights of pledge as referred to in Article 3:237 BW for additional security of all current and future claims on any basis whatsoever that GG Footwear has and/or will obtain against the client. As far as required, on GG Footwear's first request the customer shall cooperate with all actions that are required in this framework.
10.4. The customer is obliged to keep the goods delivered under retention of title with the necessary care and as the recognisable property of GG Footwear.
10.5. For the duration of the retention of title, the customer is obliged to insure the goods against fire, explosion and water damage as well as theft and to make the policies of these insurances available to GG Footwear for inspection on first demand. All claims of the customer on the insurers of the goods on account of the said insurance shall, as soon as GG Footwear indicates that it wishes to do so, be pledged by the customer to GG Footwear in the manner indicated in Article 3:239 of the Dutch Civil Code, as additional security for the claims of GG Footwear against the customer, as described in paragraph 1 of this article.
10.6. If the client fails to meet its payment obligations towards GG Footwear or if GG Footwear has good reason to fear that it will fail to meet these obligations, GG Footwear shall be entitled to take back all items delivered under retention of title. The client authorizes GG Footwear to enter the place where the delivered goods are located. After retrieval, the client will be credited for the market value on the day of retrieval, which may in no case be higher than the original purchase price, less the costs involved in the retrieval.
10.7. The principal shall be permitted to sell and transfer the goods delivered under retention of title to third parties in the ordinary course of its business. If the goods are sold on credit, the principal shall be obliged to demand a retention of title from its customers in accordance with the provisions of this article.
10.8. The customer undertakes not to assign or pledge claims that he obtains against his buyers to third parties without the prior written consent of GG Footwear. The client further undertakes to pledge the said claims, as soon as GG Footwear expresses the desire to do so, to GG Footwear in the manner indicated in Article 3:239 of the Dutch Civil Code as additional security for the claims of GG Footwear on any grounds whatsoever against the client.
Article 11 Payment
Payment must take place in the manner specified on the order confirmation, unless agreed otherwise in writing. If the method of payment is not mentioned on the order confirmation and is not agreed upon in writing, payment must take place net cash upon delivery by means of deposit or transfer to a bank or giro account indicated by GG Footwear, without any discount or settlement within 14 days of the invoice date. All payment deadlines are to be considered as strict deadlines.
11.2 All payments made by the customer shall always serve to settle all costs owed, followed by the interest and then the principal sums that have been outstanding the longest, even if the customer states that the payment relates to a later invoice.
11.3. If GG Footwear has one or more claims against the customer that do not arise from goods delivered or to be delivered or activities carried out or to be carried out on behalf of the customer, as well as a claim for non-compliance with such agreements, a payment received from the customer will first serve to pay these claims.
11.4. If the client fails to meet one or more payment obligations, or does not do so on time or in full, he shall be deemed to be legally in default and, without any summons or further notice of default being required, all other claims in the name of the client with GG Footwear shall become payable and the client shall, as of the expiration date, owe GG Footwear interest of 1% per month on all late payments, whereby part of a month shall count as a full month. The customer shall also owe the extrajudicial and judicial collection costs of 15% of the amount of the overdue payments, with a minimum of € 50.
11.5 GG Footwear is at all times entitled to offset its claims on the customer against what GG Footwear owes the customer.
Article 12 Dissolution
12.1. GG Footwear has the right to either (partially) dissolve the agreement with immediate effect and to reclaim the delivered goods as its property, or to claim any amount owed by the client to GG Footwear in its entirety, or to claim compensation from the client, if the client fails to meet any of its obligations towards GG Footwear, or fails to do so on time or correctly, and fails to remedy the shortcoming within fourteen (14) days after GG Footwear has given the client written notice of default.
12.2. GG Footwear can, in addition to the other rights to which GG Footwear is entitled, dissolve the agreement with the client at any time without further notice of default and judicial intervention and without any liability to pay damages to the client with immediate effect if the client is unable to meet his due debts or leaves his due debts unpaid, becomes insolvent, the bankruptcy of the client is filed (whether or not through his own declaration), 12.3. In all of these cases, the Supplier will be entitled to suspend the performance of the services of the Supplier if the Client is declared insolvent, if a (provisional) suspension of payments is applied for, if an application is made for the WSNP to be applied with respect to the Client, if the Client dies or if the Client ceases its business and/or if an attachment is levied on the Client that will not be lifted within thirty days after the date of attachment or in the event of force majeure or similar circumstances.
12.3 In all these cases, the claim that GG Footwear has or will have on the client is immediately and suddenly claimable.
Article 13 Applicable law and disputes
All our agreements are exclusively governed by Dutch law, with the exclusion of the Vienna Sales Convention 1980 (CISG).
13.2. Our exports are governed by the most recent Incoterms, as established by the International Chamber of Commerce in Paris for the interpretation of commercial terms. The Dutch text is binding.
13.3 All disputes arising from or related to an offer, order, agreement or commitment to and/or with GG Footwear will be exclusively settled by the competent court in the district of Utrecht.
