General Terms and Conditions of Sale of Hollander Jewels B.V.

1. General

1.1. All offers and sales agreements of Hollander Jewels B.V., as well as their execution and services provided, shall be governed exclusively by the most recent version of these terms and conditions at the moment the agreement is concluded. Client’s additional or different terms and conditions are hereby rejected, unless explicitly accepted by Hollander Jewels B.V.

2. Offer and sales agreement

2.1. All offers, stock list and price quotations are subject to change or, if a date is explicitly stated, only binding until that date. All prices are exclusive VAT and any other taxes, unless otherwise stated.
2.2. Sales agreements with Hollander Jewels B.V. become effective once acknowledged in writing by Hollander Jewels B.V. The content of the written acknowledgement is binding for the client, unless its accuracy is disputed within 4 days after sending.
2.3. If a written confirmation to an acknowledgement is being asked for, it will be valid for the acknowledgement as well as for all enclosed drawings, designs and/or specification(s).
2.4. Hollander Jewels B.V. reserves the right to amend payment terms, prices and deliveries without any other notification than the acknowledgement.

3. Prices

3.1. Should there be after conclusion of the agreement an increase of any of the cost factors (even if due to a foreseeable event), Hollander Jewels B.V. will be entitled to increase the agreed price accordingly for all still outstanding goods and/or services.
3.2. Hollander Jewels B.V. cannot be held liable for consequential damages due to incorrectly quoted prices, whether verbally or in writing. All quoted prices are subject to change.

4. Delivery delays and conditions

4.1. If an acknowledgement and design(s) or drawing(s) for which confirmation has been asked for is not being confirmed in time, Hollander Jewels B.V. will be entitled to suspend delivery dates indefinitely or withdraw from the agreement.
4.2. Delivery dates are approximate and shall never be binding, unless otherwise explicitly agreed in writing. Hollander Jewels B.V. shall not be liable for her failure to meet delivery dates. Should a delivery date be exceeded by more than two weeks, the client shall be entitled to set a deadline of at least four weeks until the goods are yet to be delivered. If by then the delivery is still not effectuated, the client shall be entitled to withdraw form the agreement with regards to the delayed goods. The remainder of the agreement, if any, shall remain effective.
4.3. Delivery takes place once the goods leave the premises of Hollander Jewels B.V., also should freight charges be included. Transport is always at client’s risk. Unless otherwise agreed upon, Hollander Jewels B.V. shall decide upon means of transportation, without accepting any liability.
4.4. If the client does not fulfil his financial obligations (in time) or the credit limit is reached or threatens to be exceeded, Hollander Jewels B.V. is entitled to suspend delivery or withdraw from the agreement.
4.5. It is the client’s responsibility that an authorized person will sign for receipt of goods. The Client acknowledges by signing that the goods delivered are in condition acceptable to him, there has been no damage in transit and quantity is correct.

5. Warranty

5.1. Hollander Jewels B.V. guarantees that the goods delivered by her are sound and suitable for normal use. The warranty only applies to original products as delivered by Hollander Jewels B.V. In case of products having been processed or manipulated in any way by the client, warranty will be declined. There will be no warranty for repairs on third party goods, or repair services for third parties.
5.2. Any defects on delivered goods have to be reported in writing within two working days after delivery has taken place or work has been completed by Hollander Jewels B.V. Hidden defects have to be reported within 4 working days after detection.
5.3. In case of a report as per article 5.2 the client is obliged to put Hollander Jewels B.V. in a position to check the alleged defect within a reasonable period of time.
5.4. Hollander Jewels B.V. is entitled to repair or replace the product.
5.5. Complaints do not suspend the obligation of payment.
5.6. With regards to material and/or products bought by Hollander Jewels B.V. from third parties (for processing), the supplier’s conditions of warranty apply towards the client in addition to these terms and conditions.

6. Returns

6.1. Returns are only permitted with written consent of Hollander Jewels B.V.
6.2. Transport or shipment of the goods is always at the client’s risk, adequate packaging is the client’s responsibility.
6.3. Refund for the delivered goods is only made entirely or partially after checking for possible damage.

7. Liability

7.1. Hollander Jewels B.V. shall be liable for damage suffered by the client being the direct and sole consequence of a shortcoming of Hollander Jewels B.V. However, for compensation only the damage Hollander Jewels B.V. is or should reasonably be insured against shall be considered. Commercial damage, including damage by business interruption and loss of profit, shall be excluded.
7.2. In case of defective delivery Hollander Jewels B.V. shall only be obliged to warranty as defined in these conditions. Hollander Jewels B.V. shall not be liable for any consequential damage, barring intention or gross negligence to be proved by the client, in which case Hollander Jewels B.V.'s liability shall be limited to the direct damage.
7.3. Client's or third party's goods being stored on Hollander Jewels B.V.'s premises are not insured against any risk. Hollander Jewels B.V. shall not be liable for any damage to these goods, due to fire, explosion, water damage, theft, damage, loss and all other cases of force majeure. Hollander Jewels B.V. is not liable for the method of storage of these goods.
7.4. Client safeguards Hollander Jewels B.V. against all third party claims due to a defect of a product delivered by client to a third party that has been manufactured by Hollander Jewels B.V. based upon client's drawings, designs, specifications or instructions, all meant in the broadest sense. Third parties shall include to mean client's employees and persons working with the delivered goods on account of the client.
7.5. The safeguard meant in 7.4 shall apply as well if Hollander Jewels B.V. should carry out on client's request specific adaption during the manufacturing process, or should provided drawings, designs, specifications or instructions be amended by the client interim.
7.6. Hollander Jewels B.V. shall not be liable for consequential damage due to the use of products delivered by her, as well as executed repairs and/or provided services.
7.7. Potential claims shall only be recognized if prior written agreement has been reached, taking into account the above mentioned. A claim can never exceed the delivered products value and shall be reimbursed by credit note. Invoices shall not be accepted by Hollander Jewels B.V.

8. Payment

8.1. Payment for all delivered goods and services shall be done without any deduction within 30 days after invoice date into Hollander Jewels B.V.'s bank account, unless otherwise agreed upon.
8.2. If the payment term is exceeded, the buyer will be in default by operation of law and Hollander Jewels B.V. shall be entitled to charge as from that moment interest of 1,0% per month of parts thereof.
8.3. All extrajudicial collection cost shall be borne by the client.
8.4. Payments in Hollander Jewels B.V.'s favour shall primarily be used to settle costs as well as interest and subsequently the principal in order of due date, even if differently specified.
8.5. Hollander Jewels B.V. reserves at all time the right to demand prepayment respectively securities or guarantees.
8.6. Should the client be in default on payment or other obligations or his credit limit impends to be exceeded, Hollander Jewels B.V. shall be entitled to suspend execution of all agreements with the client until he has fulfilled his obligations.
8.7. Client shall indemnify Hollander Jewels B.V. completely of all potential infringement of third party rights, also including industrial property rights.

9. Dissolution

9.1. Hollander Jewels B.V. is entitled to dissolve an agreement if the client: a. is declared bankrupt or insolvent, or (part of) his estate is being seized. b. deceases or is put under guardianship or administration. c. does not fulfil any obligation by law, agreement or these conditions. d. terminates or transfers his business, or an important part of it, including transferring to an extisting or new company, or changes the company's purpose. With occurrence of any of the above shall Hollander Jewels B.V. be entitled to dissolve the agreement by written declaration, unabated her right to remuneration of the already executed, as well as her right to compensation of interest, cost and damage.
9.2. In case of dissolution, all receivables of Hollander Jewels B.V. shall be due in full and at once, unabated the client's liability for damage sustained by Hollander Jewels B.V.

10. Right of retention

10.1. If and as long as the client does not, not duly or not in due time fulfil any obligation out of this agreement with Hollander Jewels B.V. and/or related agreements or the client impends to do so, Hollander Jewels B.V. shall be entitled to suspend fulfilment of her obligations out of this agreement/refuse release of goods.

11. Force majeure

11.1. In case of force majeure Hollander Jewels B.V. shall not be obliged to fulfil her obligations. There shall be no right to compensation for any damage suffered by the client.
11.2. Considered as force majeure in the relationship between Hollander Jewels B.V. and the client shall be inter alia: (civil) war, insurrection, riot, fire, water damage, flooding, industrial action, traffic delay, plant occupation, blockades, power failure, im- and export restrictions, public measures, defective machinery and tools, illness, if for whatever reason Hollander Jewels B.V.'s supplier does not deliver ordered goods or raw material in time, or the agreement between Hollander Jewels B.V. and her supplier has been cancelled, and further all circumstances arising beyond control and without the involvement of either party, as well as any circumstance beyond Hollander Jewels B.V.'s control, no matter if these circumstances could be foreseen at the time of conclusion of the agreement.
11.3. In case of temporary force majeure Hollander Jewels B.V. shall be entitled to postpone her obligations. Hollander Jewels B.V. undertakes to inform the client about force majeure. Should force majeure last longer than 8 weeks, the client may dissolve the agreement, without Hollander Jewels B.V. being obliged to compensate any damage.

12. Retention of title

12.1. All goods delivered by Hollander Jewels B.V. shall remain her property as security for her receivables, until settlement in full of all accounts receivable, including interest and cost, has been made by the client and possibly affiliates.
12.2. This retention of title shall apply as well to goods supplied by Hollander Jewels B.V. being subjected to further processing. Such working or processing is carried out on behalf of Hollander Jewels B.V. as producer within the meaning of applicable legal terms, but without binding Hollander Jewels B.V. Hollander Jewels B.V. automatically acquires title to the new product resulting from such working or processing.
12.3. Where products that are the reserved property of Hollander Jewels B.V. are worked or processed together with products that do not belong to Hollander Jewels B.V., Hollander Jewels B.V. acquires co-ownership of the resulting new product proportionately to the relation which the market value of its original product bears to the third-party products used in the processing.
12.4. The client assigns anticipatorily to Hollander Jewels B.V. all claims resulting from the provisions of article 12.3.
12.5. If goods are processed under a contract of work and labour the wages amounting to the pro rata value of Hollander Jewels B.V.'s invoice shall be considered assigned to her. As long as the client fulfils his contractual obligations towards Hollander Jewels B.V., he will be entitled to dispose of the goods delivered under retention of title during the normal course of business and collect himself the receivables assigned to Hollander Jewels B.V.
12.6. In case of delay or default of payment, or justified doubt to the client's solvency or credit worthiness, Hollander Jewels B.V. shall be entitled to collect the assigned receivables and take possession of the goods subjected to retention of title.
12.7. Payment by cheque or bill of exchange will only be considered as settlement after being honoured.
12.8. All auxiliary equipment, including tooling and moulds, made or bought by Hollander Jewels B.V. will remain her property, even if the cost has been (partially) paid.
12.9. All drawings, designs and such provided by Hollander Jewels B.V., remain her intellectual and physical property. Any kind of copying or making accessible to third parties is without explicit written consent prohibited.
12.10. Hollander Jewels B.V. is entitled to use all drawings and designs provided by her for third parties as well, unless exclusivity has been explicitly agreed upon.
12.11. The agreed retention of title and all rights resulting thereof, shall in consideration of article 13 be governed by German law.

13. Applicable law

13.1. The agreement(s) between Hollander Jewels B.V. and the client and all arising disputes shall be - unless otherwise agreed - governed by Dutch law. The Vienna convention (CISG) is explicitly excluded.
13.2. In the event of any dispute arising out of the agreement, the competent court in 's-Hertogenbosch shall have exclusive jurisdiction, or - at the sole discretion of Hollander Jewels B.V. - any other competent court.
13.3. Should a dispute arise regarding the interpretation of a translated version of these terms and conditions the interpretation of the Dutch text shall prevail.

These terms and conditions have been deposited with the district court Oost Brabant on 24/9/2015 under no. 42/2015.