GENERAL TERMS AND CONDITIONS AESTHETIC STORIES WITH WHOLESALE PARTIES
1.1. In these conditions, “Seller” means Aesthetic Stories the company that has taken on the task of making, producing, or having processed and / or importing textile and / or clothing articles or accessories and subsequently delivering those goods to the Buyer.
1.2. Under “Buyer” in these conditions means anyone who enters into an agreement with the Seller, more particularly the person who has given this Seller an order to deliver the agreed goods, not being a consumer or final end user.
1.3. Under “delivery” in these conditions means the placing of the goods in the possession of the Buyer, either a first offer or delivery to the delivery address indicated by the Buyer.
2.1. These General Terms and Conditions apply to all offers, proforma invoices, order confirmations and all other agreements with the Seller.
2.2. These conditions also apply to all agreements with the Seller if the execution is effected by the engagement of a third party.
2.3. Deviations from these Terms and Conditions only apply insofar as parties have explicitly agreed in writing.
2.4. If 1 or more provision is declared inapplicable in these General Terms and Conditions, will this not affect the legal validity of the remaining General Terms and Conditions.
2.5. In case the Seller allows a deviation from these conditions in favor of the Buyer, the Buyer can not derive any rights from this for the future.
3.1. The agreement is concluded after the delivery of the offer (quotations, offers, proforma invoices, order confirmations, agreements) by the Seller and the acceptance thereof by the Buyer.
3.2. All indications in offers, quotations or agreements and the appendices thereto, such as illustrations, drawings, measurements, weights, yields and colors and in addition the properties of any test specimens provided are only indicative. Minor deviations are therefore not for the account and risk of the Seller.
3.3. Obvious misstatements or errors in the offers of the Seller release her from the duty of fulfillment and / or any obligations for compensation resulting therefrom, even after the conclusion of the agreement.
4.1. The sales prices stated by the Seller are in Euro (€) and are exclusive of sales tax (VAT) and other levies imposed by the government. For Dutch customers (and for European customers who do not have an International VAT number), 21% Dutch VAT will be imposed.
4.2. Prices communicated by the Seller in catalogs or otherwise made known prices/recommended retail prices do not bind the Seller. After the conclusion of the agreement, the Seller is entitled to increase the agreed prices in the event of, among other things, interim increases and/or surcharges on freight, customs tariffs, goods and/or land prices, taxes, wages or social charges, depreciation of the Dutch and/or increase foreign currency and all those government measures that increase price.
4.3. If these price increases are implemented, the Buyer will be entitled to cancel the agreement, provided that he informs the Seller of this in writing without delay. In the event of cancellation, the buyer is not entitled to compensation.
RESERVATION OF OWNERSHIP
5.1. All products to be delivered and delivered by the Seller shall in all circumstances remain the property of the Seller, as long as the Buyer makes any claim of the Seller, including in any case the purchase price, extrajudicial costs, interest, fines and any other claims as referred to in Article 3:92, paragraph BW, has not met.
5.2. The Buyer is not authorized to pledge the goods delivered under retention of title to third parties, to encumber them in any other way or to transfer them in whole or in part, as long as such transfer is carried out in order to carry out the normal business activities of the products delivered under retention of title customer takes place.
5.3. The Buyer is obliged to store the goods delivered under retention of title with due care and as recognizable property of the Seller and to insure adequately against theft or damage.
5.4. If the Buyer fails in the fulfillment of his payment obligations towards the Seller or Seller has good reason to fear that he will fail in these obligations, Seller is entitled to take back the goods delivered under retention of title. The Buyer grants the Seller irrevocable authorization for access to the space (s) in which the delivered goods are located.
5.5. After reversal, the Buyer will be credited for the market value, up to a maximum of the original purchase price, less costs incurred by the Seller by repossession.
5.6. The Buyer is permitted to sell and transfer the goods delivered under retention of title to third parties in the course of the normal performance of his business. In the case of sale on credit, the Buyer is obliged to stipulate a retention of title from his customers on the basis of the provisions of this article.
DELIVERY AND RISK
6.1. Delivery takes place as expressly agreed and as indicated on the order confirmation / invoice. Agreements concerning deviations can be made individually and incidentally at customer level.
6.2. The goods are at the risk of the Buyer after delivery in accordance with article 1.3. Damage can then only be reimbursed if the Buyer has made written notification of this within 48 hours after receipt of the goods, also by submitting photographs.
7.1. The quotation of delivery terms in offers, quotations, agreements or otherwise is always done by the Seller to the best of its knowledge and these terms will be observed as much as possible, but they are not binding.
7.2. The Seller shall keep to the delivery time as much as possible, but is not liable for the consequences of a exceeding the delivery time. Such an excess does not oblige the Seller to pay any compensation, nor does it give the Buyer the right to declare the agreement dissolved. However, the Buyer is entitled to deliver the Seller in writing within 6 weeks after the expiry of the delivery period. If this period is exceeded, the Buyer has the right to declare the agreement as dissolved.
8.1. Payment must always take place within 30 days after the invoice date. All payments by the Buyer will take place within the agreed payment term without deduction or setoff to a bank account stated by the Seller in favor of Aesthetic Stories.
8.2. Seller always has the right to deliver or invoice delivered goods per partial delivery.
8.3. Payment is made by payment or transfer to a bank account or giro account indicated by the Seller. The Seller always has the right to demand security for the payment or advance payment both before and after the conclusion of the agreement, such suspension of the execution of the Seller’s agreement until the security is provided and / or the advance payment has been received by the Seller. . The full agreed purchase price must be paid by the Buyer before the Seller sends the goods to the Buyer. If payment in advance is refused, the Seller is entitled to dissolve the agreement and the customer is liable for the damage resulting therefrom for the Seller.
8.4. The Seller is entitled to suspend the delivery of products that it holds for the Buyer in connection with the performance of the agreed activities until all payments due to the Seller by the Buyer have been fully paid. Delivery of goods takes place after this full payment.
8.5. If payment is not made on time, the Buyer is legally in default without a notice of default being required. The Buyer shall owe the Seller statutory commercial interest as from that moment as referred to in Section 6: 119a Dutch Civil Code.
8.6. Payments made by the Buyer always serve to repay all interest and costs owed and thereafter the payable invoices that have been outstanding the longest, even if the Buyer states that the payment relates to a later invoice.
8.7. The Vendor has to the Buyer who has not paid on time, or – if applicable – who is no longer insurable according to a credit insurer, without prejudice to his other rights as a result of these conditions and / or the law the security for the payments and / to demand prepayment and / or immediate payment upon first offer of the goods to the Buyer (cash on delivery) for all current agreements between Seller and Buyer. In the event of refusal by the Buyer to comply with this guarantee, the Seller shall be entitled to dissolve the relevant agreement in whole or in part by means of a written statement, as a result of which the Seller shall be entitled to compensation in accordance with the provisions of article 10.5.
DUE AND NON-COMPLIANCE
9.1. In the event of non-fulfillment by the Buyer of a due and payable claim on the agreed payment date, the Seller shall be entitled to suspend the further fulfillment of his obligations arising from all agreements between the Seller and the Buyer until fulfillment takes place, without prejudice to its other suspension rights arising from the law. In addition, in the event of non-fulfillment by the Buyer of a due and payable claim, all claims of the Seller against the Buyer will become immediately and fully claimable.
9.2. All claims against the Purchaser shall become immediately claimable, even if the payment term has not yet expired, in the event that the Purchaser is in default with any payment obligation, or is declared bankrupt, applies for suspension of payment, is in liquidation, or other circumstances arise that could jeopardize the recovery of Seller’s claims. The Seller also has the right to dissolve the agreement at the moment that the Buyer is in default with any payment obligation, or is declared bankrupt, applies for suspension of payments, is in a state of liquidation, or other circumstances that indicate that the Seller’s claims could be jeopardized.
9.3. Buyer is obliged in the event of a threat of one of the cases from art 9.2. to report this immediately to the Seller.
10.1. The Buyer can no longer appeal to the fact that what has been delivered does not comply with the agreement if it has not informed the Seller in writing within 48 hours after delivery of the goods. The right to guarantee also lapses 2 months after the date of sale to the end user and if the hangtags have been removed from the items and / or the goods have been used and / or worn, with the exception of hidden defects. The Seller shall at all times grant the exclusive right to decide on this in the individual case in all reasonableness.
10.2. Minor deviations in quality, quantity, width, colors, finish, size, finish, etc. that are considered permissible in the trade or that can not be technically tolerated, can not constitute grounds for complaints.
10.3. Complaints with regard to the number of delivered parcels and their condition or other externally visible defects must be noted on the consignment note or the receipt upon receipt or immediately, in writing, through the correct procedure, to the Seller, failing this means that any right on complaints expires.
10.4. For a successful warranty claim, the original sales receipt must be submitted at all times.
10.5. Cancellation is not possible in principle. If circumstances give cause to do so, for example to the Seller’s exclusive assessment, cancellation may take place in appropriate cases. The cancellation costs are 10% of the total order if the order has not yet been taken into production. If the order is taken into production, the cancellation costs amount to 30% of the total order up to 1 month before pending delivery. From 1 month before planned delivery to the moment of delivery, the cancellation costs amount to 70% of the total order. In the event of cancellation by the Buyer, this must be verified by inquiring the Seller about the stage at which the order and / or production are in.
10.6. Exchanging is a favor and not a right. In the event that an exchange is permitted by the Seller, this will take place on its conditions whereby the price of the purchase is based on the then current prices for articles from stock.
11.1 The Seller is never liable for any indirect damage including consequential damage, immaterial damage, business or environmental damage, of the Buyer or third parties in case of incorrect use of the goods, at least in the way that is customary.
11.2. In the event of attributable shortcoming in the fulfillment of the agreement, the Seller is only liable for replacement compensation, ie reimbursement of the value of the performance that has not been made. Any liability of the Seller for any other form of damage is excluded in any form whatsoever, either compensation for indirect damage or consequential loss or damage due to lost profits.
11.3. The condition for the existence of any right to compensation is always that the Buyer has reported the damage to the Seller in writing as soon as reasonably possible.
11.4. Seller is in no case liable for delay damage, for damage due to exceeding delivery periods as a result of changed circumstances and for damage resulting from the provision of defective cooperation, information or materials by the Buyer.
11.5. Seller is only liable for damage that the customer suffers, if and to the extent that such damage is the direct result of intent or deliberate recklessness on the part of Seller.
11.6. The Seller is not liable for damage, if and insofar as the Buyer has insured itself against the relevant damage or could reasonably have insured it.
12.1. Neither party is obliged to fulfill any obligation if it is prevented from doing so as a result of a circumstance that is not due to its fault nor under law, legal act or generally accepted for its account.
12.2. The following circumstances are deemed not to be for the account of the Seller: strikes, traffic-, transport- or business failures, riots, war states, default of suppliers of Seller.
12.3. If the Seller has partially fulfilled its obligations upon the occurrence of force majeure, or can only partially fulfill its obligations, it is entitled to invoice the already delivered or the deliverable part separately and the customer is obliged to pay this invoice if it concerned a separate agreement.
INDUSTRIAL AND INTELLECTUAL PROPERTY RIGHTS
13.1. All intellectual property rights, including copyrights to designs, drawings, packaging, samples and photographs, regardless of the origin with regard to the products delivered by the Seller, remain with the Seller. The Buyer is explicitly not permitted to copy designs and / or have third parties fabricate them elsewhere. If this is determined, the Seller will receive an immediately due and payable claim of € 5,000 per statement on the Buyer.
13.2. Seller declares that, to the best of their knowledge, the products do not infringe the intellectual property rights of third parties that apply in the Netherlands. However, the Seller can not indemnify the Buyer against possible infringements of intellectual property rights of third parties.
13.3. The Buyer is permitted to use the photographic material made available by the Seller on his site for support of the Seller’s brand. For other purposes or other ways of use, this is only permitted with the express written consent of the Seller.
APPLICABLE LAW AND COMPETENT COURT
14.1. Any rights, obligations, offers and Agreements to which these General Terms and Conditions apply, are governed by Dutch law exclusively. Any disputes shall be submitted to the jurisdiction of the competent court of law in the district in which the Seller has its registered place of business. Unless the Seller may give preference to the judge at the location or place of residence of the Buyer or mandatory law otherwise prescribes.
These general delivery and sales conditions have been filed with the Chamber of Commerce under number 64981347.