TERMS AND CONDITIONS CIRCULAR FOOTWEAR ALLIANCE (CFA)
GENERAL CONDITIONS FOR THE SALE, DELIVERY, ORDER AND CONTRACT OF WORK OF CFA
1 General provisions
- 1.1 In these general terms and conditions, the following terms have the following meanings: “General Terms and Conditions”: the present general terms and conditions regarding the sale, delivery, assignment and acceptance of work; “CFA”: the partnership with which the Client does business, for the said activity trading under the name Circular Footwear Alliance (CFA); “Client”: every (potential) counterparty of CFA; “Force Majeure”: any non-attributable shortcoming of CFA that permanently or temporarily prevents fulfillment of the agreement, for example, but not limited to, illness or wrongful absence of personnel, war, danger of war, civil war, riot, strike, workers exclusion, transport difficulties, shortage to raw materials, machine damage, theft, fire, power failure and other serious malfunctions, all this with regard to CFA or third parties engaged by it; “Default”: the situation in which the consequences of the non-fulfillment of an agreement occur, such as, for example, the right to compensation and the right to terminate the agreement.
- 1.2 A term in the singular also includes the plural and a term in the plural includes the singular.
- 2.1 The General Terms and Conditions apply to all offers, quotations and offers from and to CFA and agreements with CFA (including later or modified versions thereof), with regard to the sale and / or delivery of goods, assignment, contracting of work and all other acts and activities of CFA.
3 Formation of agreements
- 3.1 Any offer or quotation from CFA, in whatever form, is without obligation. Orders and acceptances of offers by the Client are irrevocable.
- 3.2 An agreement to which CFA is a party is only concluded (1) after the signing of the agreement and from the day of signing by both parties, or with the actual online order, (2) in the absence thereof, by a written order confirmation by CFA , and from the day of its dispatch by CFA, (3) failing that, by the commencement by CFA of the actual performance of the work by CFA, and from the day on which CFA commences.
- 3.3 General (purchasing) conditions of the Client are expressly not applicable, and a reference to general (purchasing) conditions of a third party or a rejection of the General Conditions will not be effective.
- 3.4 Only CFA persons who have sufficient power of attorney according to the Trade Register can represent CFA. An agreement concluded with a CFA data subject not authorized to represent may be confirmed in writing by CFA. Oral commitments do not bind CFA unless confirmed in writing.
- 3.5 Deviations from and changes to an agreement and deviations from the General Terms and Conditions are only valid if they have been expressly agreed in writing.
- 4.1 Unless expressly agreed otherwise in writing, all prices are in Euro, exclusive of turnover tax. If no price has been agreed, a reasonable price is due; that price will take into account the prices usually negotiated by CFA at the time the contract is concluded.
- 4.2 All prices for goods are ex works, including costs, for example costs for packaging and transport, but excluding import and export.
- 4.3 If, after the offer or the conclusion of the agreement, a change occurs or becomes known in the cost-determining factors or extraordinary costs arise or become known, CFA is entitled to change the offered or agreed price accordingly. CFA will inform the Client in writing of the change as soon as possible. In the event of a change within 3 months after the conclusion of the agreement, the Client has the right to dissolve the agreement. The Client must notify CFA of the dissolution in writing within 8 days after he has received the price change notification, failing which the agreement with the price increase will remain in effect.
- 4.4 If no price has been agreed for additional work, CFA is entitled to charge the Client for additional work at a price based on the price of the originally agreed work.
- 5.1 Unless expressly agreed otherwise in writing, all payments will be made in cash at the option of CFA upon delivery or at the latest within seven (7) days after delivery. All payments are made at the option of CFA at the office of CFA or into an account to be designated by CFA.
- 5.2 The Client may never apply a deduction, suspension or setoff or impose an attachment on CFA.
- 5.3 CFA is always entitled to the after
- 5.4 If various invoices, costs or interest are outstanding, CFA is entitled to deduct payments received first against any costs, then against any interest and then first against the oldest invoice, regardless of the destination that the Client has given to the payment.
- 5.5 If the Client does not pay within the applicable term, it will be in Default by operation of law and will be the statutory commercial interest as referred to in art. From the day after the last day of the term. 6: 119a BW and all judicial and extrajudicial costs related to the collection of the claim. The extrajudicial collection costs are deemed to amount to at least 15% of the claim, with a minimum of EUR 250. All claims of CFA on the Client are immediately due and payable in the event of bankruptcy, suspension of payments, liquidation or shutdown of the company of the Client, and if attachment imposed on the Client is not lifted within a reasonable term.
6 Compliance with the agreement by CFA
- 6.1 Insofar as the manner of compliance with the agreement by CFA, for example the nature of the services provided by CFA and the nature and quality of the materials and resources used by CFA in the performance of the agreement, has not been expressly agreed in writing, this will be agreed by CFA determined.
- 6.2 CFA is entitled to fulfill the agreement by means of partial deliveries or partial performances, unless expressly agreed otherwise in writing. In the case of partial deliveries or partial performances, CFA is entitled to invoice in respect of this partial delivery or partial performance.
- 7.1 Goods count as delivered when they are ready for shipment, all this after the Client has been notified in writing. Performance that does not exist in the delivery of goods, is considered to have been delivered after the work has been completed.
- 7.2 CFA determines the method of packaging, unless agreed otherwise in writing. Packaging will only be taken back if CFA so wishes.
8 Performance time
- 8.1 Performance time is the time specified by CFA in its confirmation, or the agreed time or period for compliance by CFA. This time is always approximate, unless the parties explicitly agree in writing that there is a strict deadline.
- 8.2 The Performance Time is based on the circumstances applicable at the time of the conclusion of the agreement and on the expectation of timely and complete fulfillment of the obligations of third parties towards CFA. If a delay occurs as a result of a change in the aforementioned circumstances and / or because the performance of sub-contractors necessary for the execution of the agreement is not delivered in time, the Performance Time will be extended as necessary.
- 8.3 Without prejudice to the provisions of the previous paragraph, the Performance Time will be extended by the duration of the delay that arises on the part of CFA as a result of the Client’s failure to comply with any obligation ensuing from the agreement or as a result of the lack of cooperation. of the Client with regard to the execution of the agreement.
- 9.1 Immediately after a good has been delivered and in any case after the good has left the premises of CFA, the Client bears the risk for the good, for example the risk for all direct and indirect damage that may be caused to or by this good, except for as far as attributable to intent or gross negligence of CFA.
- 9.2 Transport takes place at the expense and risk of CFA, also when it concerns carriage paid and / or return shipments. If the Client does not receive a good (in time), the costs of storage and safekeeping and additional costs of CFA will be borne by the Client.
- 9.3 Damage to the goods caused by destruction of the packaging is at the expense and risk of the Client.
10 Retention of title retention right
- 10.1 The ownership of goods delivered or to be delivered will only transfer to the Client when CFA has been met, all that which is owed by the Client in respect of goods delivered or to be delivered pursuant to the agreement or also performed on behalf of the transferee under such an agreement. or work to be performed, as well as with regard to the claims due to shortcomings in the fulfillment of such agreements. The Client grants CFA the right to collect the aforementioned claims independently from the third party in the event of the Client’s Default.
In the event of non-fulfillment of any obligation by the Client, CFA is irrevocably authorized to take back ownership of its belongings.
- 10.2 CFA is entitled to suspend the delivery of all goods that CFA holds for the Client until the Client has fulfilled all its obligations under the agreement towards CFA. In the event of suspension, CFA is entitled to charge the Client for the costs of storage.
11 Suspension and dissolution
- 11.1 CFA is entitled in the following cases to suspend the execution of the agreement for a maximum of 6 months, and / or to dissolve the agreement in whole or in part, without prior notice or notice of default and without CFA being obliged to pay any compensation:
- in case of failure to fulfill the agreement as a result of Force Majeure on the part of CFA;
if the Client does not, not properly or not timely comply with any obligation arising for him from the agreement concluded with CFA or from related agreements, or if there is good ground for fear that the Client is not or will not be able to meet its contractual obligations to CFA;
in case of bankruptcy, suspension of payment, suspension, liquidation of the Client, as well as if an attachment is charged to the Client and this attachment is not lifted within a reasonable term;
in case of transfer of the Client’s business.
12 Inspection; shortcomings on the part of CFA
- 12.1 The Client is obliged to carefully inspect deliveries and the execution of works and assignments immediately upon receipt or completion.
- 12.2 Complaints regarding visible defects must be made within eight days of receipt of the goods or completion of the work or the assignment; complaints regarding incomplete deliveries within two days after receipt of the goods, both exclusively by means of a registered letter addressed to CFA, in the event of exceeding the terms, any right of the Client with regard to the defects and any liability and guarantee of CFA lapses. Complaints regarding part of the delivered goods do not entitle the Client to refuse or reject an entire batch.
- 12.3 Legal claims regarding defects must be brought within six months after the timely and valid complaint, on pain of forfeiture.
- 12.4 Defects in respect of which complaints have been made in a timely and legally valid manner will be repaired by and at the expense of CFA within a reasonable term after the complaint. However, CFA has the right to dissolve the agreement in respect of which a complaint has been made, in whole or in part, and is then only obliged to refund the price in whole or in part, and not to compensate any damage.
- 12.5 The Client is not entitled to complain about defects that are wholly or partly the result of:
- non-fulfillment by the Client or by third parties of regulations associated with the use of the delivered goods by CFA, as well as the foreseeable normal use;
the application of any government regulation regarding the nature or quality of the materials used;
goods, working methods and constructions, insofar as applied at the express instruction of the Client, as well as of means or goods supplied by or on behalf of the Client.
- 12.6 If the Client does not, not properly or not timely fulfill any obligation arising for him from the agreement concluded with CFA, or from a related agreement, the Client is not entitled to complain with regard to those agreements.
- 12.7 If the Client proceeds to repair or has other works related to the goods and services supplied without CFA’s prior written approval, the Client is not entitled to make a complaint with regard to those agreements.
13 Failure of the CFA
- 13.1 CFA will never be in Default before the Client has expressly declared CFA in default in writing and has requested that the shortcoming be remedied within a reasonable period of time, and this reasonable period has expired.
- 13.2 CFA will never be in Default if failure to perform its obligations is a result of Force Majeure.
- 13.3 CFA is never in Default regarding defects during the time that it has the opportunity to repair the defects under Article 12.
- 13.4 CFA is never in Default regarding defects with regard to which the Client is not entitled to complain.
- 14.1 CFA guarantees that the goods and services it supplies are of high quality. Should defects nevertheless arise, CFA will repair them (or have them repaired) after receipt of the original order, or reimburse the invoice value, exclusive of VAT, to the Client, at the sole option of CFA’s free choice.
- 14.2 The warranty has a term of 2 months after delivery to the Client, provided that the production date is no more than 6 months before the purchase date and – if applicable – the Client or end user has submitted no more than 2 months after his purchase with or CFA.
- 14.3 The warranty never gives the Client the right to repair or replace it. Any guarantee or obligation to reimburse by CFA lapses if the Client does not give CFA the opportunity to repair, replace or reimburse.
- 14.4 The warranty does not cover defects that are wholly or partly the result of non-observance of user instructions, or other than the normal use or intended use foreseen by CFA, the application of any government regulation regarding the nature or quality of the services, by CFA of third parties involved parts insofar as these third parties have not provided a warranty to CFA, environmental or climatic conditions or other external influences (natural or by human intervention).
15 Liability of CFA
- 15.1 Apart from the provisions in Articles 12, 13 and 14, the Client has no claim against CFA for defects in or with regard to goods and / or services supplied by CFA.
- 15.2 Damage consisting of lost profit or reduced proceeds and all other indirect damage or consequential damage, such as trading loss on any compensation or fine owed by the Client to a third party, will in no case be eligible for compensation.
- 15.3 CFA is not obliged to compensate damage, insofar as the amount of the damage exceeds the net invoice amount, calculated without sales tax and costs, of the relevant invoice, which relates to the performance in which the damage occurred.
- 15.4 If CFA is not in Default, as well as regarding and regarding the period that CFA is not yet in Default, the Client is not entitled to compensation for damage.
- 15.5 CFA is never obliged to compensate damage consisting of or related to:
- violation of patents, licenses and / or other rights of third parties as a result of the use of data provided by or on behalf of the Client;
the inadequacy or unsuitability of substances, materials and production means and processes used at the Client’s request.
- 15.6 All advice, notifications, statements regarding capacities / results of goods to be delivered or work to be performed by CFA provided by CFA are without obligation and are provided by way of non-binding information. CFA does not provide any guarantees in this regard.
16 Claims by third parties
- 16.1 The Client is obliged to indemnify and indemnify CFA with regard to all claims from third parties, including claims based on product liability, in connection with the execution by CFA of the agreement, regardless of the cause, as well as against all costs arising for CFA from this.
- 16.2 In case of loan or provision of employees of CFA, the Client is obliged to indemnify and indemnify CFA with regard to all claims of these employees with regard to accidents at work that take place outside the areas of CFA and with regard to all claims of third parties that are based on errors committed by these subordinates outside the areas of CFA.
17 Materials made available
- 17.1 If the Client makes CFA items available for processing, processing, repair, inspection, or otherwise, these items are held by CFA at the expense and risk of the Client, subject to intent and gross negligence on the part of CFA. The client itself must ensure adequate insurance for these items.
- 17.2 For materials made available to the Client by CFA, the Client must pay a rental fee to CFA, unless expressly agreed otherwise in writing.
18 Industrial and intellectual property
- 17.1 Offers made by CFA, as well as drawings, calculations, notes and annotations, descriptions, models, tools, etc. produced or provided by CFA, remain the property of CFA, regardless of whether costs have been charged for this.
- 18.2 The intellectual and industrial property rights with regard to everything that CFA manufactures, implements or provides to it for Client are vested in and belong exclusively to CFA. At CFA’s first request, the Client will cooperate with any formalities (such as the signing of a deed of transfer) that are necessary to safeguard (further) the position of CFA as entitled party.
- 18.3 The information underlying the concept, service, processing and construction methods, products, etc. remains exclusively reserved to CFA, regardless of whether costs have been charged.=
- 18.4 The Client warrants that, except for the performance of the agreement, the information referred to in Articles 17.1 and 17.2 is not copied, shown to third parties, disclosed or made available to third parties in any form other than with the written permission of CFA. then.
- 18.5 The Client is obliged to observe confidentiality with regard to all company and production data of CFA that it can reasonably expect CFA to demand confidentiality.
19 Other provisions
- 19.1 CFA may offset any amounts owed to the Client or companies belonging to its group against its claims on the Client or companies belonging to its group.
- 19.2 The Client is not entitled to transfer all or part of the rights and obligations arising from agreements with CFA to a third party without CFA’s prior written permission. 19.3 If one or more provisions of an agreement and / or the General Terms and Conditions prove to be null and void, or fulfillment cannot be demanded for any reason whatsoever, the other provisions of the agreement or the General Terms and Conditions will remain in full force. The parties will consult each other about the best way to implement the scope of the provision in question, on the understanding that the Client undertakes vis-à-vis CFA to reach an agreement with CFA regarding the applicability of a clause, which both content, scope if the consequences for CFA show as much conformity as possible with the relevant provision.
- 19.4 CFA may also invoke provisions of an agreement or the General Terms and Conditions if it has not invoked them in previous cases or at earlier times. The provisions of these terms and conditions of sale do not apply to sales to consumers, insofar as they are in conflict with Article 6: 236 of the Dutch Civil Code, or if it is judged in law that they are in conflict with Article 6: 237 of the Dutch Civil Code.
- 19.5 CFA cannot be obliged to accept follow-up orders or to pay compensation if it fails to do so, unless expressly agreed otherwise in writing.
- 19.6 The client is not authorized to represent CFA and is not an agent of CFA, unless expressly agreed otherwise in writing.
- 19.7 Dutch law is exclusively applicable to all offers, offers and / or agreements and other legal relationships with CFA, without prejudice to the provisions of Article 10.1.
- 19.8 All disputes, for example from or as a result of offers and / or offers and / or agreements concluded with CFA and issued by CFA, will in the first instance be exclusively decided by the competent court in the district of Limburg. Nevertheless, CFA is authorized to apply to another competent court.
- 19.9 Only the Dutch language version of the General Terms and Conditions is decisive. …. May 2020 filed with the Chamber of Commerce under number 57164371.