General sales and delivery conditions
Article 1 Definitions
- In these general terms and conditions, Red Hand Classics, located at 5121 LD in Rijen, at Parallelweg 50.
- In these general terms 'buyer' refers to: the natural or juridical person and joint ventures without corporate personality for whom goods are manufactured, installed and/or supplied or services are performed on the basis of the following general terms by Red Hand Classics.
Article 2 Applicability of these terms
- These terms apply to all offers from Red Hand Classics, contracts for the supply and manufacture of goods and/or the performance of services, and to the supplies and deliveries, unless expressly agreed otherwise with Red Hand Classics. References by buyers to their own terms are not accepted by Red Hand Classics. These general terms are also binding on the employees of Red Hand Classics.
- Once the terms are applicable, they will also apply to new contracts between parties without further declaration of applicability, unless they are expressly excluded at that time, and to all extracontractual relationships between parties. If these terms are amended in due course but their substantive contents as a whole does not alter, the new terms will then apply in place of these terms.
- The applicability of any buying or other terms adopted by the buyer is expressly rejected.
Article 3 Quotes
- All offers, regardless of whether these have been made by means of a special quote, in price lists, catalogues or stock lists or otherwise are entirely non-binding unless expressly agreed otherwise.
- The buyer has the right and the opportunity to view and examine the goods in advance and to establish their nature.
- All contracts, also if and insofar as they have been concluded by intermediaries employed by Red Hand Classics or otherwise, will only be concluded after these have been confirmed in writing or verbally by Red Hand Classics or by a person expressly authorised by Red Hand Classics to do so, or have been executed without prior order confirmation.
- The written order confirmation will be deemed to have been found to be correct and approved unless written objections have been received by Red Hand Classics within 3 working days of it being sent.
Article 4 Changes to the contract
- If changes are required to the execution of the order after it has been given, these must be notified to Red Hand Classics in writing in good time. If these changes are notified verbally or by telephone, the risk of the correct implementation of these changes is borne by the buyer.
- Red Hand Classics reserves the right to alter the price on the grounds of changes to the order.
- Changes to an order which has already been given can result in the delivery time agreed prior to the changes being exceeded by Red Hand Classics. Red Hand Classics is not responsible for such delays.
Article 5 Execution of the contract
- Red Hand Classics will determine the manner in which it believes the order should be executed. It is obliged to inform the buyer in advance if asked about the manner in which the execution will take place, unless this is contrary to the nature of the order.
- Red Hand Classics is entitled to outsource the order or parts thereof to or have them performed by third parties not employed by it, if it believes that this promotes the good or efficient execution of the order, unless this is contrary to nature of the order.
- All goods are sold in the condition in which they are found at the moment when the purchase contract is concluded.
Article 6 Prices
- The prices of Red Hand Classics are exclusive of (possible) turnover tax and exclusive of freight owed, import and export duties, stations, security, customs clearance and insurance costs, taxes or other levies and without deduction or discount, unless otherwise agreed.
- Red Hand Classics' prices are calculated on the basis of delivery ex company/warehouse of Red Hand Classics. In the event of delivery elsewhere at the buyer's request the associated additional costs will be borne by the buyer.
- Price quotes are only provided on the basis of the prices in force at the time when the contract is concluded.
- If the prices of materials, raw materials or semi-finished products, wages, premiums of any kind, shipping, taxes, exchange rates and/or other factors which influence the price of the goods or services undergo change after the contract is concluded, Red Hand Classics is entitled to charge these changes on to the buyer correspondingly.
Article 7 Delivery
- Delivery times are not binding and are only approximate. The limited exceeding of the delivery time which is not attributable to intent or gross negligence on the part of Red Hand Classics can never give grounds for compensation.
- From the moment of delivery of goods for the buyer this is done at the buyer's expense and risk.
- Delivery is deemed to have taken place at the moment when the goods are ready at Red Hand Classics. The risk for the goods then passes to the buyer. If Red Hand Classics and the buyer agree transportation/delivery to the buyer or to a third party, this delivery will only take place carriage paid and after full payment of the agreed price, therefore including any agreed shipping costs and all other costs relating to delivery. Red Hand Classics reserves the right to invoice the costs of transportation/delivery separately when delivering. If the goods need to be transported/delivered to the buyer or to a third party, this is at the buyer's risk unless expressly agreed otherwise. The buyer must then cooperate with the actual delivery activity at all times. The actual delivery is deemed to have taken place by presentation of the goods at the agreed location, or at the point which is reasonably accessible for the chosen means of transport. Red Hand Classics is free to choose the means of transport. The buyer is responsible for unloading, unless stipulated otherwise.
- All orders are sent with track and trace option, Red Hand Classics cannot be held responsible for a correct delivery, this is entirely at the risk of the buyer.
- After the aforementioned period Red Hand Classics has the right - at Red Hand Classics' discretion - either to demand compliance with the contract or to dissolve it without judicial intervention, without prejudice to Red Hand Classics' entitlement to compensation from the buyer.
- If a buyer places a call-off order, this must be called off and purchased within the period stipulated by the buyer and accepted by Red Hand Classics. If the principal does not comply with the aforementioned obligations within eight days following the end of the call-off period, Red Hand Classics has the right to charge the buyer for the sold goods and to store these at the buyer's expense and risk, or to dissolve the contract.
- A waybill, delivery note or similar document provided at delivery is deemed to correctly show the quantity and nature of the goods, unless the buyer has notified any objections to it to Red Hand Classics in writing immediately at delivery.
Article 8 Provision of surety
- Red Hand Classics is always entitled to demand sufficient surety for the compliance with the buyer's payment obligations before starting or continuing work and before commencing or continuing delivery.
- If the desired surety is not demonstrated or is demonstrated in an unsatisfactory manner or the buyer's legal form has changed, Red Hand Classics is entitled to dissolve the contract without judicial intervention in full or in part and to recover the goods already delivered and not yet processed, without prejudice to the entitlements to payment which then accrue to Red Hand Classics of what is owed at the termination of the contract for costs incurred for work performed and deliveries made.
Article 9 Payment
- Payment by the buyer will be either in advance - therefore before delivery of the goods - through a bank, or in cash on delivery. If expressly agreed, payment can take place within 7 days of the date of invoicing.
- The buyer has no entitlement to discount, offsetting or compensation with regard to any payment.
Article 10 Buyer in default
- If the buyer has not fulfilled its payment obligation or any other provision of the contract or has not fulfilled it in time, properly or in full, its goods are attached, it applies for a payment moratorium, or if an application for bankruptcy is made or it makes use of debt rescheduling (WSNP) the buyer is legally deemed to be in default and the total sum owed to Red Hand Classics becomes payable immediately without demand or notice of default, regardless of previous instalment agreements made with regard to payment. Objections to the amount stated on an invoice does not suspend the payment obligation.
- The amount referred to at 1 is supplemented with the statutory trade interest, calculated under Civil Code section 6:119a from the date of invoicing (whereby part of a month is treated as a whole month) on the gross invoice amount up to the time of payment in full.
- In the cases described at 1 Red Hand Classics also has the right to suspend the execution of current contracts or to dissolve every contract with the buyer in full or in part without judicial intervention at Red Hand Classics' discretion, this without any obligation whatsoever on the part of Red Hand Classics to make any payment whatsoever to the buyer, this insofar as this is justified by the breach of contract or the circumstances.
- All costs arising from the extrajudicial collection of the claim will be borne by the buyer. The extrajudicial costs are calculated on the basis of the statutory rules. However, If Red Hand Classics should incur higher costs for collection that can reasonably be considered to be necessary, the actual costs incurred qualify for reimbursement. Any judicial and execution costs incurred shall also be recovered from the buyer. The buyer shall also pay interest on the collection costs owed.
Article 11 Right of retention
Red Hand Classics is entitled to retain goods which Red Hand Classics has in its possession from and for the buyer until settlement of all costs which Red Hand Classics has incurred in the execution of orders from the buyer, regardless of whether these orders relate to the aforementioned or other goods belonging to the buyer, unless the buyer has provided satisfactory surety for those costs.
Article 12 Retention of title
- All goods supplied or to be supplied by Red Hand Classics remain the property of Red Hand Classics as long as the buyer has not paid the invoice relating to the goods supplied or to be supplied, the invoices relating to additional work and any claims for shortcomings in the compliance (including the interest and extrajudicial costs owed) with the contract.
- As long as title to the goods supplied or to be supplied is retained by Red Hand Classics, as described in the provisions at 1, the buyer is not entitled to sell or encumber, rent, pledge or make the goods available to third parties in any form other than in the normal conduct of its business.
- If the buyer breaches the provision at 2, it will be required to pay Red Hand Classics an immediately payable penalty equal to 1 times the net invoice value, without prejudice to Red Hand Classics' entitlement to additional compensation.
- In the event of a contract of sale and purchase with a buyer, the buyer is either obliged to appropriately insure the supplied goods against fire and damage, theft, embezzlement, third party claims and excess at its own expense or to be liable with respect to Red Hand Classics for the full loss to these goods arising from the aforementioned events for Red Hand Classics.
Article 13 Loan
Materials loaned by Red Hand Classics remain the property of Red Hand Classics and can be collected without the buyer's permission. The aforementioned materials may not be made available to third parties in the broadest sense of the term without Red Hand Classics' permission.
Article 14 Force majeure
- Red Hand Classics is not liable for the failure to execute orders given to Red Hand Classics or the failure to execute them properly or in time if this is the result of force majeure in the broadest sense of the term. Force majeure is also deemed to include and be contractually equivalent to: restrictive government measures of any nature, epidemics, civil commotion, war, strikes, seizure, interruption of production, shortage of raw materials/semi-finished products, consumables and/or energy, natural disasters, fire, other disasters, transport problems and the full or partial failure of a third party from whom goods or service must be received, insofar as the circumstances have direct consequences for the correct execution of the order.
- As soon as a circumstance described at 1 occurs, Red Hand Classics will notify the buyer of this.
- If compliance by Red Hand Classics is temporarily impossible, it is entitled to suspend the execution of the contract until the circumstance resulting in the force majeure no longer occurs.
- If compliance by Red Hand Classics is permanently impossible, the buyer will be entitled to dissolve the contract provided that this is notified in writing to Red Hand Classics within 8 days of notification and with the obligation to purchase from Red Hand Classics and reimburse it for the executed part of the order. The same applies if compliance by Red Hand Classics is only temporarily impossible, but is expected to last longer than 3 months.
Article 15 Liability
- Subject to mandatory legal provisions concerning (product) liability, and subject to the legal rules of public order and good faith, Red Hand Classics is not obliged to reimburse any loss, of any nature whatsoever, direct or indirect, including consequential loss, to movable or immovable property or to persons at the buyer.
- In any case Red Hand Classics' liability does not extend beyond the amount for which it is insured or, if it has not taken out insurance in this regard, to the amount for which a business like Red Hand Classics would generally be insured. The liability is in any case restricted to the amount invoiced.
- Red Hand Classics has the right at all times, if and as far as possible, to undo the loss suffered by the buyer.
- Red Hand Classics provides information about the use and application of the goods to the best of its knowledge on the basis of research and experience. Nonetheless all statements and information concerning suitability and application of the goods are non-binding and do not relieve the buyer of the need to perform its own research and testing. Advice is non-binding and without any liability.
- If a defect has arisen as a result of improper or incorrect use or if the buyer or third parties have made modifications or attempt to make modifications to the goods or have used them for purposes for which the goods are not suited, Red Hand Classics cannot be held liable for this. The buyer indemnifies Red Hand Classics against this.
- There is no guarantee that (parts of) goods are original. Goods are exclusively sold as collectors' items or decorative objects.
- The buyer indemnifies Red Hand Classics against all claims by third parties related directly or indirectly to the execution of the contract. The buyer particularly indemnifies Red Hand Classics against claims by third parties for loss caused by the buyer and Red Hand Classics having provided incorrect or incomplete information, unless the loss is caused by intent or gross negligence on the part of Red Hand Classics.
Article 16 Complaints
- The buyer is obliged to check the goods for defects, shortages etc. immediately after delivery. The right to complain lapses if a complaint has not been notified to Red Hand Classics in writing as soon as possible, and certainly within 7 days after delivery of the goods. Defects, shortages and complaints which could not reasonably have been observed during a check must, on penalty of lapsing, be notified in writing within 7 days after they are discovered or could reasonably have been discovered by an alert buyer. Following the aforementioned periods all costs of repair or replacement, including administration, shipping and callout costs, will be charged to the buyer.
- The delivered goods can only be returned with prior written permission from Red Hand Classics on the conditions to be stipulated by Red Hand Classics.
- If the complaint is found to be justified, Red Hand Classics will then arrange replacement of the goods or performed work or reimbursement of the paid funds minus the incurred costs.
- If a complaint is found to be unjustified, the resultant costs, including the investigation costs incurred by Red Hand Classics, will be fully borne by the buyer.
- Complaints relating to the invoice must be submitted in writing within 5 days of the date of invoicing.
- If the buyer complains in time this does not suspend its payment obligation with respect to Red Hand Classics. In that case the buyer remains obliged to purchase and make payment.
- The provisions at 1 do not apply if there is only a minor deviation from what has been agreed. In assessing whether a delivery falls outside the permissible limits, an average must be taken for the entire delivery. No rejection can take place on the basis of single items or units.
Article 17 Expiry
All legal claims from the buyer under a contract subject to these terms other than mandatory legal provisions will expire after one year calculated from the day on which the goods were delivered or should have been delivered, or from the day that the work was completed or should have been completed.
Article 18 Disputes
- All contracts to which the terms apply in full or in part are governed by Dutch law. These terms can be amended by Red Hand Classics at all times. The applicable version is always the version in force at the time when the legal relationship with Red Hand Classics was established.
- The Dutch text of the general terms is always determinant for its interpretation.
- In the event of disputes between the parties arising from those contracts, from contracts which are the result thereof and/or from these general terms, the Dutch courts have sole jurisdiction.
- Insofar as the settlement of the aforementioned disputes falls within the competence of a court, these will in the first instance be exclusively settled by the competent court within the Court District where Red Hand Classics has its registered offices.
- 5. The text of these general terms of delivery and payment of Red Hand Classics have been deposited with the Tilburg Chamber of Commerce under number 857350936 . The terms will be provided free of charge on request and have been published on the website redhandclassics.com.