Article 1. Applicability
• These terms and conditions apply to all current and future offers from A.W. Leather b.v. and to all agreements made or actions performed by A.W. Leather b.v.
• The cancellation or invalidity of any provision of these terms and conditions does not affect the validity of the other provisions of these terms and conditions.
• In the event of the cancellation or invalidity of any provision of these terms and conditions, the provision that most closely corresponds to the invalid provision shall be regarded as valid.
• A possible departure from these terms and conditions caused or tolerated by A.W. Leather b.v. at any time to the benefit of its client, never entitles the client to refer to it at a later date, or to claim the applicability of such a departure as an established right or fact for him.
Article 2. Offers
• All offers – including quotations and price lists – are without obligation and can be revoked without any prescribed form, even after acceptance of the offer by the client.
• All information provided regarding an offer is as accurate as possible. However, the information is binding for A.W. Leather b.v. only if this is confirmed explicitly in writing and in advance. A.W. Leather b.v. is not obliged to provide detailed information unless otherwise expressly agreed in writing and in advance.
• In order to reach an agreement, A.W. Leather b.v. provides further information on request. A.W. Leather b.v. assumes, however, that the client provides all relevant information also.
• Sending an offer and/or other documentation does not compel A.W. Leather b.v. to deliver or accept the order.
• A.W. Leather b.v. reserves the right to refuse orders without giving any reason or to accept them exclusively on the condition that the shipment is made cash on delivery.
• Try-before-you-buy shipments are invoiced on the value date of the goods shipment. If goods sent on sight have not been returned by the client within 14 days of dispatch, they are considered to have been purchased.
Article 3. Agreement
• An agreement, as well as the changes and additions thereto, are binding for A.W. Leather b.v. only if confirmed by A.W. Leather b.v. in writing.
• An acceptance of an offer that differs from the offer as offered by A.W. Leather b.v., is considered as a rejection of the original offer and as a new offer that will not bind A.W. Leather b.v. in any way. This also applies if the acceptance only deviates from the offer on details.
• All agreements are entered into on the part of A.W. Leather b.v. under the condition precedent that the other party, at its discretion – proves to be sufficiently creditworthy for the fulfillment of the obligations under the agreement. A.W. Leather b.v. reserves the right, upon or after entering into the agreement, before (further) performance to demand security from the other party that both the payment obligation and the other obligations under the agreement will be met. If the agreement entered into with A.W. Leather b.v. leads to resale to a third party, the other party is compelled, if requested, to co-operate in establishing a pledge on behalf of A.W. Leather b.v. on the other party’s claim against the third party.
• A.W. Leather b.v. is authorised – if this is necessary for a correct execution of the agreement – to engage third parties, the costs of which will be charged on to the other party in accordance with the quotation provided.
• Agreements cannot be cancelled by the client without written permission from A.W. Leather b.v., unless the parties reach agreement on the compensation that the client needs to pay to A.W. Leather b.v. in case A.W. Leather b.v. accepts the cancellation of the assignment.
Article 4. Prices
• All prices in the offers as referred to in the previous articles, only apply to those specific offers and are VAT exclusive and subject to price changes.
• All prices are based on the level of purchase prices, wages, wage costs, social and government charges, cargoes, insurance premium and other costs that apply at the time of the quotation or order date. They are also based on delivery ex works and do not include the costs of packaging, loading and unloading, transport and insurance. In the event of an increase in one or more of the cost price factors, A.W. Leather b.v. is entitled to increase the order price accordingly. All this with due observance of the relevant legal requirements.
Article 5. Delivery and delivery time
• Unless otherwise expressly agreed, delivery to the other party’s company will take place. The time of delivery, however, is the moment at which the goods leave the company/warehouse of A.W. Leather b.v. There is no free delivery unless agreed to in advance and in writing.
• The other party is obliged to check the delivered goods and/or the packaging immediately upon delivery for any defects or damage or to carry out this check after the notification by A.W. Leather b.v. that the goods are at the disposal of the other party.
• Any defects or damage to the delivered goods and/or packaging that are present at delivery must be stated by the other party on the delivery note, the invoice and/or the transport documents. Failure to do so will deem the other party to have approved and accepted the delivered goods. In that case, complaints will no longer be processed.
• Minor deviations in colour, model and the like of a non-unusual nature in the industry are permissible while deviations from the ordered quantity are permissible up to 5% more or less. No right to claim in the case of:
a. weight difference of a maximum 0.5% for sales by weight;
b. in the case of customised sales, a size difference of a maximum of 2% on the entire batch.
• A.W. Leather b.v. is entitled to deliver in parts (partial deliveries) that A.W. Leather b.v. can invoice separately; the other party is then obliged to pay according to what is stipulated in these terms and conditions under “payment”. Each specification of delivery time is an indication and is approximate, unless otherwise expressly agreed and in writing.
• A.W. Leather b.v. is obliged to observe the delivery time as much as possible, but is in no way liable for exceeding it.
• If the agreed delivery time is exceeded by more than 1 week, the other party is obliged to accept a backorder period of at least 2 but no more than 4 weeks. After the 4 week-backorder period, the other party is entitled to cancel in accordance with the provisions of the following article.
• If the goods have not been taken by the other party after the delivery time has expired, they will be stored at its disposal for its account and risk.
• Unless otherwise agreed, any call-off orders must be arranged within 2 months at the latest and taken within 4 months. Failure to do so entitles A.W. Leather b.v. to send the items to the other party or to keep them available. The other party is then obliged to fulfill its payment obligation as referred to below under “payment” in full and without delay.
Article 6. Cancellation/purchase refusal
• Cancellation of an A.W. Leather b.v. accepted assignment by the other party is only valid if this is done by registered mail.
• After A.W. Leather b.v. has agreed to cancellation, the other party is obliged to compensate in any case all costs incurred in the execution of the agreement and/or damage suffered or still to be suffered as a result of the cancellation as well as the loss of profit caused by this regardless of our other rights.
• If the other party refuses to accept a finished order within the stated delivery period, the provisions of the first paragraph will apply in full, on the understanding that the goods are at the disposal of the other party and will only be delivered if the other party has paid the full principal sum, increased by interest and costs without prejudice to the provisions of the “payment” article to be referred to below.
Article 7. Transport/risk
• The method of transport, dispatch, packaging and the like will be determined by A.W. Leather b.v., unless the other party requested A.W. Leather b.v. differently, without being held liable for this. Any specific wishes of the other party with regard to transport/shipment will be carried out after the other party has given written instructions for this and after the other party has also indicated that it will (also) pay the additional costs thereof.
• The dispatch of goods always takes place, even if free delivery would have been agreed, at the expense and risk of the other party even when the carrier requests that on waybills, shipping addresses and suchlike it says that all transport damage is for the account and risk of the sender.
Article 8. Force majeure
• Circumstances beyond the control and/or actions of A.W. Leather b.v. which are of such a nature that compliance with the agreement cannot reasonably be demanded or can no longer be demanded to the full extent, entitle A.W. Leather b.v. to dissolve the agreement in whole or in part and/or to suspend its implementation without any obligation to pay compensation.
• If in the opinion of A.W. Leather b.v. the force majeure will be temporary, A.W. Leather b.v. has the right to suspend the execution of the agreement until the circumstance that causes the force majeure no longer occurs.
• A.W. Leather b.v. is also entitled to invoke force majeure if the circumstance that causes the force majeure occurs after its performance should have been delivered.
Article 9. Liability
• A.W. Leather b.v. is only liable for any shortcoming in the event that the shortcoming is caused by its intent and/or gross negligence.
• A.W. Leather e.g. is in any case not liable if:
– damage was caused by the use/processing of the delivered goods;
– the delivered product is processed into/in a (final) product for which the delivered product is in fact not suitable and/or appears not to be suitable;
– the delivered product appears unsuitable for the purpose for which it was purchased.
• After the delivered goods have been received without complaints or after they have been processed into an (end) product by or on behalf of the other party, A.W. Leather b.v. cannot to be held liable in any way and the other party indemnifies A.W. Leather b.v. against all possible claims from itself and/or from third parties for payment of compensation regardless of the cause of the damage.
• This liability limitation applies if and insofar as the insurance company of A.W. Leather b.v. does not provide cover with regard to damage caused to the other party and/or third parties.
Article 10. Complaints
• In the event of complaints, they are processed by A.W. Leather b.v. only if A.W. Leather b.v. has received them directly in writing within 8 days after delivery of the relevant articles and with an accurate indication of the nature and grounds of the complaints. Complaints about the invoices must also be submitted in writing within 8 days after the invoice dispatch date.
• After this period has expired, the other party is deemed to have approved the delivered goods or the invoice respectively. In that case, complaints will no longer be processed by A.W. Leather b.v.
• If A.W. Leather finds the complaint justified, A.W. Leather b.v. is only obliged to replace the defective goods without the other party being able to assert any right to any compensation whatsoever.
• Submitting a complaint will never release the other party from its payment obligations towards A.W. Leather b.v.
• The delivered goods can only be returned after prior written permission from A.W. Leather b.v. governed by terms and conditions to be determined by A.W. Leather b.v.
Article 11. Retention of title
• All goods supplied by A.W. Leather b.v. remain its property until the moment of full payment of everything that the other party owes to A.W. Leather b.v. for whatever reason. This also includes future claims on the other party including interest and costs (and in the case of a current account delivery, up to the time of settlement of any balance chargeable to the other party).
• In the event of treating, processing or mixing of the delivered goods by or at the other party, A.W. Leather b.v. obtains the right of co-ownership in the newly created item(s) and/or the items assembled with the delivered goods or the main item and to the value of the items (originally) supplied by A.W. Leather b.v.
• In the event of non-payment of a claimable amount, suspension of payment, request for suspension of payment, bankruptcy, going into receivership, seizure, death or liquidation of the other party, A.W. Leather b.v. will have the right to cancel the order or the part thereof that still has to be delivered without giving notice of default and without judicial intervention and reclaiming the possibly delivered but not or not fully paid, as its property. This will be done by settlement of any already paid amounts but without prejudice to its rights to claim compensation for any loss and/or damage. In those cases, the claim that A.W. Leather b.v. has on the other party is immediately due and payable.
• The goods may be resold or used by the other party in the context of its normal business operations, but may not be given as collateral or serve as security for a claim by a third party.
• In the event of resale, the other party will, upon first request, co-operate in creating a pledge on the claim the other party has against the third party. The other party is therefore obliged, upon first request, to disclose all relevant data concerning a third-party buyer and the sales values (prices). As long as the other party strictly meets its obligations, the supplier is not entitled to inform the third-party buyer of the pledge on the claim. If the other party does not strictly meet its payment obligations, A.W. Leather b.v. is entitled to inform the third-party buyer about its pledge.
Article 12. Payment
• Unless otherwise agreed, payment must be made on delivery without any discount or set-off, or by means of a cashless payment into an A.W. Leather b.v. designated bank account within 30 days of the invoice date. The value date stated on the bank statement is decisive and is therefore regarded as the payment date.
• Every payment from the other party is firstly deducted from the collection costs, then from the interest due and then from the principal sum. If a client leaves several invoices unpaid, a payment (with due observance of the provisions in the previous sentence) will first be deducted from the oldest invoice and then from the second oldest invoice and so on.
• In the event that the other party submits a request for suspension of payment or bankruptcy or is declared bankrupt, or if the whole or part of his property is seized; dies or is going under receivership; does not fulfill any obligation under this agreement; the other party is immediately in default without any further warning or notice of default being required.
Article 13. Interest and costs
• If payment has not been made within the payment period, the other party will be in default by operation of law and will owe interest of 1.5% per month on the outstanding amount from the invoice date, part of a month counting as a whole month.
• All judicial and extrajudicial costs to be incurred are entirely for the account of the other party. The extrajudicial collection costs amount to at least 15% of the amount owed by the other party including the aforementioned interest.
Article 14. Applicable law
• Dutch law is applicable on all A.W. Leather b.v. agreements and the Court in ’s-Hertogenbosch, the Netherlands, or the Court at the discretion of A.W. Leather b.v. that would have jurisdiction in the absence of a choice of law, is competent to hear claims under this agreement.
Disclaimer: we translated the terms and conditions into the English language for your convenience. Please note that the original Dutch terms and conditions are leading.