a registered trademark
TERMS AND CONDITIONS OF SALE, DELIVERY AND PAYMENT
1.1. These general conditions are applicable to the formation, the content and the implementation of client agreements for the delivery of goods and/or the rendering of services by Relic Master, (hereinafter referred to as: "the Vendor") to the buyer (hereinafter referred to as: "the Buyer"), as well as all other juristic acts.
1.2. The applicability of the Buyer's general conditions or any other general conditions is expressly rejected. The general conditions of the Vendor may only be departed from if agreed expressly to in writing by the Vendor.
1.3. In cases where these general conditions require a notification to be given 'in writing', this shall mean by document signed by parties, or by letter, fax, electronic mail and by such other means as are agreed by the parties. 1.4. Insofar as these general conditions are also drawn up in a language other than English, in the event of any conflict the English text shall always prevail.
2. QUOTATIONS AND OFFERS
2.1. All quotations, offers, and details in price lists, brochures and so on shall be free of obligation.
2.2. The Vendor can revoke quotations or offers within 2 working days of receiving its acceptance, even if a term for acceptance has been stipulated.
2.3. Samples and models are shown or issued to the Buyer exclusively by way of indication.
3.1. Any order placed in verbal or written form shall be confirmed by the Vendor in writing. Contracts shall be formed exclusive if and once the Vendor has confirmed a delivery order in writing to the Buyer.
4.1. Prices shall be stated in euro, inclusive of VAT in case of supply to end-user of the product. Prices are based ex works Hoorn, the Netherlands. The prices advertised by the Vendor (e.g. on the Vendor's website) are subject to change without prior announcement.
4.2. Any price cited by the Vendor shall be based on existing conditions. If one or more of the cost price components increase after an order has been confirmed but before the relevant goods have been delivered, the Vendor shall be entitled to pass on any reasonable price increase to the Buyer.
5. DELIVERY PERIOD AND DELIVERY
5.1. A specified delivery time shall under no circumstances be deemed to constitute a firm date. The Vendor shall not be in default in respect of such delivery time until the Buyer notifies it in writing that it is in default, in doing so stipulates a reasonable period of time within which the Vendor has the opportunity to effect delivery, and the latter still fails to do so.
5.2. The delivery time shall commence at such time as the relevant agreement is concluded in accordance with the provisions of Article 3 and the Vendor has also accepted any security for payment which may have been agreed or have received any prepayment.
5.3. The delivery time shall be based on the circumstances prevailing when the relevant Contract is concluded. In the event that a delay occurs as a result of a change in the aforementioned circumstances, the Vendor shall inform the Buyer within five working days and indicate the expected duration of the delay. The parties shall then determine a new delivery date.
5.4. If the time for delivery is exceeded, the Buyer shall not be entitled to cancel or terminate the Contract, unless the time for delivery is exceeded with more than eight weeks, without the Buyer being entitled to any compensation.
5.5. Unless agreed upon otherwise in writing, deliveries of Vendor to the Buyer are made “ex works Hoorn, the Netherlands”.
5.6. The Buyer is obliged to accept the agreed performance. All additional costs incurred by the Vendor as a result of the Buyer's non-acceptance or late acceptance shall be for the Buyer's account. In the event that the Buyer has not accepted the goods at the time that these are delivered to him, the goods will be stored at the expense and risk of the Buyer. The Vendor shall be entitled to consider the Contract as dissolved with immediate effect, all this while reserving all other rights of the Vendor.
6. FORCE MAJEURE
6.1. In the event of war, civil unrest, rioting, fire, other disasters and any other circumstances beyond Vendor's control irrespective of whether or not this occurs on its premises or those of its suppliers or in the event of any change in circumstances of such a nature that the Vendor cannot reasonably be required to fulfil its obligations, the Vendor shall be entitled to withdraw its quotations, suspend deliveries or terminate any relevant Contract without judicial intervention, and it shall not be required to provide any compensation. Failure by the Vendor's suppliers to meet its delivery obligations or to meet them correctly or in full, shall be deemed to be a case of force majeure.
6.2. In the event that the Vendor relies on force majeure, it shall immediately notify the Buyer thereof in writing, and also of the cessation thereof.
7. TRANSPORT CLAIMS
7.1. Responsibility for ownership of the goods passes to Buyer once they are delivered. If Buyer has chosen an insured shipping option, the courier insures against loss or damage while in transit according to its policy. Any transport damages must be settled with the courier.
8. PRODUCT CLAIMS
8.1. All goods are guaranteed for a period of 6 months from date of delivery, under conditions of regular use, unless specified differently in writing by Vendor. Claims regarding defects must be made in writing as soon as possible but at the latest within the period of guarantee; all right of action shall be null and void if this period is exceeded.
8.2. The Vendor will only reverse the defect in question in cases where the defect is identified and reported within the period provided for in the first paragraph, the Contract price has been fully paid to the Vendor and in the manner provided for therein and provided that the claim demonstrable relates to a culpable breach on the part of the Vendor, in the form of – at the Vendor’s discretion – an additional delivery, replacement, repair or repossession upon crediting the Buyer for the payable amount. Customized goods will not be taken back. Any parts that become available as a result of a replacement, shall remain/become Vendor's property.
8.3. Returns are not permitted without the prior written permission of the Vendor. If goods are none the less returned, the Vendor shall be free to store the goods at the Buyer’s expense and risk and/or to keep them available to the Buyer. In the absence of evidence to the contrary, the Vendor’s specification of the actual costs of or related to returns shall be binding to the Buyer.
8.4. Unless otherwise agreed in writing, a claim shall not suspend the Buyer’s payment obligation.
8.5. Returns shall be transported at the Buyer’s risk and expense unless they were sent as a result of a culpable error made by the Vendor.
9.1. The Vendor's liability is restricted to the fulfillment of the obligations under article 8.
9.2. Except in the case of legal liability pursuant to provisions of mandatory law and a deliberate act or omission, or gross negligence on the part of the Vendor, any liability of the Vendor for any damage, among which any direct or indirect damage, consequential damage or lost profits, is excluded.
9.3. Under no circumstances the Vendor will be liable for any loss or damage if the goods have been used for purposes for which they are not intended.
9.4. The Buyer shall indemnify The Vendor against any claim made by a third party in respect of which the Vendor is not liable under these terms and conditions.
9.5. The Buyer shall forfeit his right to claim compensation for damages if he has not lodged a claim in writing within one month after the delivery of the goods.
10.1. In the absence of written agreement to the contrary, due amounts are payable on delivery of the product or in advance, without any discount, suspension or claim of compensation.
10.2. If the Vendor suspects or receives indications during the implementation of the Contract that the Buyer's credit worthiness has reduced, the Vendor shall be entitled to cease further deliveries. The Vendor further reserves the right (also if the contract of sale has been entered into under other conditions) to require cash on delivery or advance payment for the goods.
10.3. If a charge is made for packaging, those charges shall be payable together with payment for the principal amount as provided for in this article.
10.4. Upon or after entering into the Contract and before its implementation, the Vendor will be entitled to demand a guarantee from the Buyer that both the payment obligations and any other obligations arising from this Contract will be fulfilled. Refusal by the Buyer to provide the required security gives the Vendor the right to suspend its obligations and ultimately, without any notice of default or legal intervention, the right to dissolve the Contract wholly or partially, without prejudice to his right to compensation for any damages suffered by him.
11. TERMINATION AND SUSPENSION
11.1. In the event that the Buyer fails to comply with his obligations pursuant to a Contract into which he has entered, or fails to do so properly or on time, if there are grounds to fear that this will occur, the Vendor shall be entitled to suspend the Contract concerned without the need to give notice of default or for judicial intervention, and it shall not have a duty to provide any form of compensation.
11.2. Any claim on the part of the Vendor pertaining to a part of a Contract which has already been executed, or harm suffered as a result of its suspension or termination, which shall be deemed to include loss of profit, shall fall due with immediate effect.
11.3. In case the Buyer annuls the Contract, the Vendor is entitled to charge the expenses, damages and lost profit and, to the Vendor's own choice and depending on the already performed activities and materials used, 30% to 100% of the contract price.
12. APPLICABLE LAW AND DISPUTES
12.1. This Contract, these general conditions and all other legal relationships related to them in any way between the parties shall be governed by the laws of the Netherlands.
12.2. All disputes arising from a Contract to which these conditions are applicable in full or in part or from other contracts arising from such Contracts, shall be referred for adjudication to the court with competent jurisdiction in the Vendor's place of establishment unless the Vendor prefers another competent forum.
12.3. The provisions of clause 15.2 leave intact the right of the Vendor to obtain a settlement by means of arbitration of the International Chamber of Commerce under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrator(s). The place of arbitration will be Amsterdam, the Netherlands. The arbitral procedure shall be conducted in the English language.
13. FINAL STIPULATION
13.1. These general conditions are intended as a reasonable provision for the legal relationship between the Vendor and the Buyer. If and insofar as a provision from these general conditions is judged by any competent body to be invalid or unfeasible, the other provisions of these general conditions shall remain fully in effect. The parties shall in that case enter into reasonable consultation and set out to reach agreement on a valid alternative stipulation that is as close as possible to the intention of the stipulation that is invalid or cannot be implemented with a view to replacing the stipulation in question.