General

Article 1
1.1. These general conditions shall apply to all our offers and sale agreements for delivery of goods in particular supplies and equipment for educational purposes.
1.2. Any deviation from these conditions must be agreed on in writing.
1.3. General conditions of the purchaser under any name are excluded.
1.4. As far as the agreement concerns only purchases by consumers the paragraphs 3, 8 and 12 of article 9 shall not apply.

Offers

Article 2
2.1. All our verbal and written offers are without engagement unless explicitly appears otherwise from the offer.
2.2. Data such as illustrations, drawings, calculations, weights and measures stated in our offers, price lists and other documentation shall not be binding upon us.
2.3. Slight deviations in quality, colour, finish, measures and weights generally accepted in trade or technically unavoidable are reserved.

Orders

Article 3
3.1. For the conclusion of sale agreements we make use of order forms which we hand over or send to the purchaser on request. The agreement with the purchaser shall be constituted at the moment when the order form duly completed and signed by the purchaser has been received and accepted by us. If the order is not accepted by us we shall communicate this to the purchaser within eight days after receipt of the order form.
3.2. Verbal promises by or arrangements with our subordinate employees shall be binding upon us only and in so far as confirmed by us in writing.

Prices

Article 4
4.1. Unless otherwise agreed in writing our prices are in Dutch currency for delivery ex warehouse Zelhem, exclusive of turnover tax, inclusive of packing. 
4.2. In case after the date of the agreement one or more of the cost price factors increase ? even if due to foreseeable circumstances ? we shall be entitled to increase the contracted price accordingly provided that in case the agreement concerns a consumer purchase the purchaser shall have the right to dissolve the agreement for the part not then executed if we apply a price increase within three months after the date of the agreement provided that the purchaser informs us of his decision within eight days after receipt of the notice of the price increase.
4.3. The type of packaging shall be determined by us. Packing is not returnable. Special packing requirements made by the purchaser shall be charged separately.

Shipping

Article 5
5.1. On request of the purchaser the goods will be delivered at the destination indicated by the purchaser.
5.2. Transport shall take place at the expense and at the risk of the purchaser if the haulier has been contracted by him.
5.3. If the transport takes place by us or by a haulier contracted by us it shall be effected at our risk but at the expense of the purchaser. In this case the cost of transport shall be stated separately in the sales agreement.

Time of delivery

Article 6
6.1. All delivery times shall be approximative and are not binding upon us. We shall, however, make any effort as far as reasonably possible to realize delivery within the given delivery time.
6.2. The delivery time is calculated from the moment we have accepted the order and have received all details necessary for the execution of the order and any amount due by the purchaser in advance pursuant to the agreement.
6.3. We shall have the right to deliver the goods in several lots.
6.4. As soon as we become acquainted with facts and/or circumstances which make realization of delivery within the given time impossible we shall inform the purchaser as soon as possible thereby stating a new delivery time.
6.5. In case the impediment to fulfil the agreement continues also after the new delivery time stated by us the purchaser has the right to declare us in default and to fix a time limit by the mere lapse of which ? if the non-fulfilment continues ? the purchaser has the right to dissolve the agreement provided that he does so without delay and by registered letter without either party being liable to pay indemnity unless it is a question of gross negligence of either of the parties.

Risk and ownership

Article 7
7.1. Immediately after the goods ordered have been delivered the purchaser shall bear the risk of the goods subject to the above article 5.
7.2. Whenever the purchaser does not take delivery of the goods we shall store them at his risk and expense with notice to the buyer without prejudice to our right to dissolve the agreement while retaining the right to claim damages.
7.3. The ownership of the delivered goods shall not pass to the purchaser until he has paid to us all amounts due in respect of the agreement including our claim regarding shortcoming in the fulfillment of the agreement. As long as the ownership of the goods has not passed to the purchaser he is obliged to insure them against usual risks.

Payment

Article 8
8.1. Payment of our invoices shall be effected without any deduction or compensation within 30 days from the date of invoice at our office or by transfer to a bank account indicated by us.
8.2. In case of part delivery we shall be entitled to invoice each part delivery separately and to demand payment for it.
8.3. We reserve the right to deliver on cash on delivery terms. In case of refusal of the C.O.D. shipment the purchaser is obliged to compensate us for all costs resulting from this refusal provided we have informed the purchaser of the C.O.D. term in advance.
8.4. We shall have the right to demand additional security from the purchaser in case we have good reasons to do so because of the financial position of the purchaser. As long as the purchaser does not meet our demand we shall have the right to suspend the execution of the agreement.
8.5. Every payment of the purchaser is primarily destined to cover the interest and costs due by him and subsequently the oldest unpaid invoice even if the purchaser has stated that the payment refers to an invoice of a later date.
8.6. In case the purchaser does not pay within the agreed period of time he shall be deemed to be legally in default without any notice of default being required and we shall then have the right to charge him interest at a percentage of 2 points above the legal rate for the duration of the delay and in addition to claim all judicial and extra-judicial charges falling on the collection of the debt. The extra-judicial costs shall be determined in accordance with the collecting rate of the Dutch Bar Association with a minimum of Dfl. 250,00. In case we prove that our costs are higher as was reasonably necessary we shall have the right to claim also these additional costs.

Complaints and guarantee

Article 9
9.1. Complaints in respect of outwardly visible defects or shortcomings shall be made in writing within 10 days after delivery, any claim vis-à-vis us in respect of such defects or failures becoming void after expiration of the said period of time.
9.2. Complaints regarding defects or failures not detectable on receipt as referred to in the previous paragraph of this article but only after the goods have been put into service shall be made in writing within 10 days after the purchaser has discovered or reasonably could have discovered the defect or failure but not later than three months after date of invoice, any claim vis-à-vis us in respect of such defects or failures becoming void after expiration of the said period of time. The purchaser shall prove that the defect or failure totally or for the greater part directly arose from defects in material or manufacturing.
9.3. If we have accepted liability for the defect or failure we shall at our option either repair the goods or in exchange of the goods delivered supply new ones. Costs of dismounting and mounting shall be at the expense of the purchaser. 
9.4. Return of goods without our previous approval is not accepted.
9.5. Small deviations in quality, colour, finish, measures and weights generally accepted in trade or technically unavoidable are no ground for complaints or guarantee.
9.6. Our guarantee does not cover defects caused by acts of violence, careless treatment, use of maintenance, repair by third parties without our foreknowledge and approval or other circumstances outside our control.
9.7. In respect of goods that do not occur in our manufacturing program we shall only be liable for the guarantee which we in our turn shall have obtained from the manufacturer of such goods.
9.8. The purchaser is not allowed to suspend his payment because of guarantee claims.
9.9. The guarantee and any claim thereto becomes unvalid at the time when the purchaser is in default with the fulfillment of any obligation towards us.
9.10. Legal claims concerning complaints or guarantee shall be instituted, on pain of being void, within one year after the complaint has been lodged.
9.11. Fulfillment of our guarantee shall constitute our sole and complete indemnification. Any other claim for damages is excluded unless caused by gross negligence on our side. If we in spite of this are liable to damages our liability shall not exceed the invoice price of the defect part of the delivery that caused the damages.
9.12. The purchaser shall hold us and our subordinated employees secure from any claims by any third party towards damages for which we have excluded our liability in these general conditions in our relation with the purchaser.

Dissolution

Article 10
10.1. Without prejudice to our further rights we shall have the right in case we are prevented to fulfil the agreement by force majeure to extend the delivery time until the force majeure has ceased or, at our option, to cancel in part or entirely the agreement for the non-fulfilled part without judicial intervention without being bound to any damages or guarantee subject to the right of the purchaser as referred to in article 6, paragraph 5.
10.2. Force majeure shall be understood in these general conditions as any circumstances independent of our will, either or not foreseeable, owing to which we are not able to fulfil our obligations temporarily or permanently including also war, danger of war, (natural) disasters, blockade, revolt, strike, government interference, transport difficulties, fire and other interruptions in operations, delayed delivery of sub-suppliers and other causes beyond control.
10.3. If the purchaser does not, not duly or not in time fulfil any obligation resulting from the agreement as well as in the event of bankruptcy, suspension of payment or liquidation of his enterprise he shall be deemed to be legally in default and we shall be deemed to be legally in default and we shall be entitled without any notice of default and without any judicial intervention to suspend the execution of all agreements concluded with the purchaser or to cancel them partly or entirely at our option without being bound to any indemnification. If we cancel the agreement(s) we shall have the right to take back as our property goods which have already been delivered but not paid without prejudice to our right to claim damages.

Disputes

Article 11
11.1. All disputes arising from or in connection with or resulting from the agreement with us shall be settled, to the exclusion of the rules concerning the jurisdiction of the civil court, by the court for our place of business. We shall have the right, however, to apply to the court competent by law. If the dispute according to the law belongs to the absolute competence of the cantonal court (Kantonrechter) the dispute shall be submitted to the competent cantonal court for decision.
11.2. In case the purchaser is a consumer he has the right to choose for the competent court of his place of residence, provided that he makes his decision within one month after we have invoked the above condition.

Governing law; authentic text

Article 12
12.1. All our agreements under these general conditions shall be governed by Dutch law.
12.2. Not applicable and expressly excluded is the Treaty of the United Nations on international purchase agreements of moveable goods (CISG).
12.3. The Dutch text of our General Sales and Delivery Conditions shall prevail above translations thereof.