General Terms and Conditions

General Terms and Conditions of DEBLON B.V. Article 1. Definitions 1. DEBLON B.V., hereinafter referred to as DEBLON, located at "De Brink 27B, 1251 KS in Laren," the party using these general terms and conditions for orders and delivery of products and services. 2. Buyer: the natural or legal person with whom the order for the delivery of products and services from DEBLON is made. 3. Products and Services: DEBLON is both a retailer and wholesaler, responsible for the shipping, delivery, and invoicing of the "DEBLON B.V." brand in collaboration with such agencies. 4. Order/Agreement: Any written mutual acceptance, which is established at the moment the buyer signs the order/agreement for the delivery of one or more products and/or services, and DEBLON accepts the signature. Article 2. Applicability 1. These general terms and conditions apply to all orders/agreement between DEBLON and the buyer for the delivery of products and services, as described in Article 1.3 of these terms and conditions, unless otherwise expressly agreed in writing. 2. Deviations from the provisions in these general terms and conditions may only occur if explicitly agreed in writing. Article 3. Formation of Agreement 1. An agreement is concluded in writing between both the buyer and DEBLON (in collaboration with the agency), by which the buyer accepts the contents of the order. 2. Any additional agreements and/or promises made and/or given by DEBLON only bind DEBLON if these agreements and/or promises have been confirmed in writing and/or by email by authorized persons. Article 4. Cancellation 1. An order/agreement can be canceled by the buyer up to 7 days after the date the order was signed. If the order is canceled after the mentioned period, DEBLON will charge 50% cancellation fees. Article 5. Prices 1. The prices of DEBLON are expressed in euros and are "all-inclusive," excluding VAT. This does not include the costs for delivery to the buyer's premises (see Article 6.3 of these terms). Article 6. Delivery and Delivery Terms 1. Goods will be delivered from DEBLON’s warehouse in the month specified in the order, plus 40 days. 2. In case of late delivery, DEBLON must be notified in writing and given a reasonable period for performance. In case of force majeure as described in Article 10 of these general terms, DEBLON cannot be held liable, and the delivery period will be extended by 90 days. The buyer is obliged to accept the goods at the agreed price. 3. Delivery of goods within the Netherlands is free of charge (Franco huis) if the invoice amount exceeds €500.00 excluding VAT. For further distances, the goods travel at the risk and expense of the buyer. 4. If the buyer requests a different delivery method than usual, DEBLON may charge the associated costs to the buyer. 5. If the delivery is made in parts, DEBLON has the right to treat each delivery as a separate transaction. 6. The buyer is obliged to accept the purchased goods. If the buyer fails to do so, DEBLON is entitled to demand that the buyer be freed from the obligation to deliver the agreed goods by the competent court. DEBLON may also demand payment for the undelivered portion without prior notice. 7. If the buyer fails to accept the purchased goods, they will be stored at the buyer's expense and risk for a fee of 15% of the invoice amount excluding VAT. Article 7. Complaints by the Buyer 1. The buyer must take into account typical variations and minor changes in the goods supplied by DEBLON, such as quantities, sizes, and colorfastness, where applicable. 2. Complaints regarding visible defects must be reported to DEBLON within 8 days after the actual delivery date by contacting the appointed agency. This must be done by email to info@deblonsports.nl with a detailed description of the complaint, including the relevant invoice number. The buyer must carry out a careful inspection immediately after delivery. 3. Defects not visible at the time of delivery, or not identifiable through careful and timely inspection, must be reported by the buyer to DEBLON within 8 days of becoming apparent in the manner described in paragraph 2. 4. Any claim of the buyer against DEBLON for defects in the delivered goods will expire if: a. The defects were not reported to DEBLON within the timeframes specified in paragraphs 2 and 3 and/or not in the manner outlined. b. The buyer fails to cooperate sufficiently with DEBLON or the appointed agency in investigating the validity of the complaint. c. The buyer has not treated, used, stored, or maintained the goods properly or has used or handled the goods in a manner not foreseen by DEBLON. d. The warranty period has expired, or, if no such period exists, complaints are made more than 3 months after the actual delivery date. e. DEBLON has the right and duty to repair the goods initially. If repair is not possible or insufficient, DEBLON has the right to deliver replacement goods. 5. The buyer is not entitled to return goods without a substantiated complaint. If returned without valid reasons, all return costs will be charged to the buyer. DEBLON may store the goods at the buyer's expense and risk with third parties. Article 8. Liability 1. DEBLON’s liability to the buyer cannot exceed the actual amount paid out by the insurance. If the insurer does not pay, the issue will be frozen. DEBLON will also request the insurance policy to check if the damage is covered. 2. In case of minor deviations from an approved sample or an agreed specification, the buyer is not entitled to claim a discount on the purchase price or to assert that DEBLON is not complying with the order/agreement. 3. DEBLON is not liable for delays caused by its manufacturers/suppliers. 4. In case of complaints, DEBLON can solely: a. Provide (free) repair of the defects. b. Provide replacement goods after receiving the defective goods. c. Refund the received purchase price/credit the invoice for the defective goods, with cancellation, without judicial intervention, of the order, insofar as the purchase price, the invoice, and the order refer to the delivered defective goods. 5. If the buyer has made repairs and/or modifications to the goods without prior, express written consent, DEBLON’s warranty obligation will expire. 6. DEBLON is not obliged to pay any damages (except for any obligations arising from existing agreements), unless this would be unacceptable according to the principles of reasonableness and fairness. This is the case if the damage is caused by intent or gross negligence. 7. DEBLON is never liable for consequential or business damage, direct or indirect damage, loss of profit, or downtime suffered by the buyer, their subordinates, and employees or persons employed by the buyer. 8. The buyer must indemnify DEBLON against all claims that third parties may assert against DEBLON. Article 9. Retention of Title and Security 1. Goods delivered by DEBLON remain the property of DEBLON until full payment has been made by the buyer. If DEBLON deems it necessary, it has the right to request security from the buyer regarding their obligations, regardless of whether processing or alteration has occurred. 2. The buyer is not entitled to pledge or create any other right in favor of a third party on the unpaid goods. 3. Notwithstanding the above, the buyer may sell the goods to third parties, but only within the scope of their normal business operations as described in the trade register. The buyer must transfer the obtained funds directly to DEBLON. 4. DEBLON may create a non-possessory pledge on the goods created after processing. 5. DEBLON has the right at any time to take back goods in its ownership that are under the buyer’s (or third parties’) possession if DEBLON reasonably believes that there is a real chance that the buyer will not meet their obligations. DEBLON reserves the right to claim damages after taking back the goods. 6. The buyer must insure the goods against fire or theft and provide proof of this insurance upon DEBLON’s request. Article 10. Payment 1. Payment must be made within 30 days of the invoice date unless otherwise agreed. For payments via bank or other methods, the date of crediting of DEBLON’s account will be considered the payment date. 2. If the buyer does not make payment on time, they are in default without further notice. DEBLON has the right to suspend its obligations towards the buyer. 3. DEBLON is entitled to demand payment before delivering goods for any remaining deliveries. DEBLON has the right to terminate the agreement without judicial intervention, with the obligation for the buyer to return the delivered goods. DEBLON may also issue an invoice with 50% cancellation costs, plus delivery and return costs. 4. If the buyer fails to pay on time, they owe interest of 1% per month (unless the statutory trade interest rate is higher) on the overdue amount from the due date until full payment. 5. All collection costs related to invoiced amounts (including extrajudicial collection costs) are to be borne by the buyer. Extrajudicial costs amount to a minimum of 15% of the principal sum with a minimum of 50 euros, excluding VAT, if DEBLON has appointed a third party for collection. Article 11. Force Majeure 1. DEBLON is not responsible for any non-performance of the agreement if such nonperformance is due to force majeure, which includes (but is not limited to) war, natural disasters, pandemics, strikes, interruptions in the supply chain, governmental measures, and other unexpected events beyond DEBLON's control. 2. In case of force majeure, the parties will consult in good faith on how to resolve the situation. The delivery term will be extended by a period corresponding to the period of force majeure. 3. If the period of force majeure exceeds 90 days, DEBLON may terminate the agreement without further obligation or liability. Article 12. Applicable Law and Disputes 1. The order placed by DEBLON is exclusively governed by Dutch law. 2. All disputes of any kind will be adjudicated by the competent court in the Netherlands. DEBLON B.V.: The Modint conditions, filed with the Chamber of Commerce Midden-Nederland under number 75470624, are also applicable and will be sent to you upon request