General terms and conditions

GENERAL DELIVERY AND SALE CONDITIONS of PDA Group BV. Registered with the Chamber of Commerce under number 34159225

Article 1 - Definitions
1.1       The capitalized words and/or expressions in these general terms and conditions of sale are: 
defined provisions to which the following meaning is assigned, unless the context otherwise requires:

            "Buyer"           the (potential) counterparty of the Supplier;

            "General Terms and Conditions"       these general terms and conditions of delivery and sale;

            "Supplier"   the (potential) supplier of Products;

            "Products"     all movable property and/or services to be supplied by the Supplier, including raw materials.

1.2       The term "in writing" in these General Terms and Conditions also means: by fax, e-mail, internet or any other usual (electronic) commercial medium.

Article 2  -  General

2.1       THE APPLICABILITY OF GENERAL CONDITIONS USED BY THE BUYER IS HEREBY EXPRESSLY REJECTED

2.2       These General Terms and Conditions apply to all legal relationships in which the Supplier acts as a (potential) seller of movable property and/or as a supplier of services.

2.3       These General Terms and Conditions can only be deviated from in writing.

Article 3  -  Establishment of agreements

3.1       All offers from the Supplier are without obligation and only apply as an invitation to make an offer.

3.2       Unless otherwise agreed in writing, all offers are based on execution of the Buyer's order under normal (working) conditions and during normal working hours.

3.3       The Supplier is entitled to terminate negotiations with the Buyer at any time, without being liable for compensation.

3.4       An agreement between the Supplier and the Buyer is concluded as soon as the Supplier accepts the Buyer's order in writing or starts executing it, subject to the provisions of Article 5.

3.5       The Buyer is only authorized to cancel an order with the Supplier's permission and to the extent that he compensates the Supplier. Cancellation is not possible if the order concerns Products specially made for the Buyer.

Article 4  -  Delivery and Delivery Times

4.1       Delivery of the Products takes place Ex Works (as this term is defined in Incoterms 2000), unless the parties agree otherwise in writing.

4.2       If the Supplier takes care of the transport, contrary to the provisions of Article 4.1, the Buyer is obliged to enable the Supplier to deliver the Products at the destination and on the agreed delivery date and time. If the Buyer does not meet this obligation, the Buyer will be in default without further notice of default. In that case, the Supplier will store the relevant Products for the Buyer for a maximum period of thirty (30) days. The costs associated with storage will be borne by the Buyer. If the Buyer does not collect the Products within this period, the Supplier is entitled to terminate the agreement and dispose of the Products in any manner desired, without being liable for any compensation.

4.3       In the event that the Products are stored by the Supplier for the Buyer on the Supplier's premises or elsewhere, delivery of the Products will be deemed to have taken place on the first day of storage.

4.4       The delivery times stated by the Supplier are not strict deadlines. In the event of late delivery, the Buyer must give the Supplier written notice of default and give the Supplier a reasonable period for delivery.

4.5      If a delay in delivery is the result of an act or omission by the Buyer or is the result of one or more circumstances that are not the responsibility of the Supplier as referred to in Article 13.4, the Supplier is entitled to extend the delivery period by extend the duration of the delay. The provisions of Article 4.4 apply mutatis mutandis.

4.6       The Supplier is authorized to carry out the deliveries to be made by him in parts and to invoice any partial deliveries made separately.

4.7       Samples of the Products made available to the Buyer are for indicative purposes only, without the Products to be delivered having to comply with them, unless the parties have agreed otherwise in writing.

4.8       The weighing, measurements, counts and analyzes according to the methods used by the Supplier are decisive for determining the weight, size, number and composition of the delivered Products, unless there is proof to the contrary. Minor deviations from the agreed quantities, weights, sizes and compositions up or down are accepted by the Buyer.

4.9       All Products delivered to the Seller are always deemed to be the same as those Products stated in invoices, insofar as the type and composition of the delivered Products do not exceed the quantities stated in the invoices.

4.10     If the Supplier cannot execute the agreement within a reasonable period, the Supplier will inform the Buyer of this as soon as possible and the parties will negotiate an adjustment of the agreement or, if compliance is permanently impossible, dissolution of the agreement.

4.11     The Supplier is entitled to determine that certain Products designated by the Supplier can only be delivered in certain minimum quantities.

4.12     The supplier has the right to repurchase Products that have not been resold by the Buyer to end users from the Buyer after one year after delivery thereof to the Buyer at 50% of the price that the Buyer paid to the Supplier for the Product in question.

4.13    The Buyer must provide the Supplier with the quantity of gold and/or silver stated in the relevant agreement within eight days after conclusion of the agreement, failing which this quantity will be charged by the Supplier to the Buyer at the applicable daily price on the invoice date.

Article 5  -  Optional shipments

5.1       If, at the request of the Buyer, Products are sent to the Buyer by the Supplier for choice, the Buyer must inform the Supplier in writing within 14 days of the date of the current invoice whether he wishes to purchase all Products received for his choice or which part he wishes to purchase. buy.

5.2       If the Buyer purchases all or part of the Products sent for selection, the agreement between the Supplier and the Buyer will be concluded at the time when the Supplier has received the relevant written notification.

5.3       The Products of choice that the Buyer does not wish to purchase must be returned to the Supplier in their original condition, layout and packaging, by registered post, postage paid, and accompanied by a list of returned Products, within 10 days of the date of the sight invoice.

5.4       If the Supplier has not received a written notification from the Buyer as referred to in Article 5.1 after the expiry of the period referred to in Article 5.1, the agreement between the Supplier and the Buyer will be concluded on the first day after the expiry of this period. The Buyer is then obliged to purchase all Products of his choice stated on the current invoice.

5.5       The price for these Products of Choice is the price stated on the sight invoice, [plus any precious metal surcharge] or, if higher, the price applicable on the day on which the purchase agreement was concluded.

5.6       All costs associated with shipments of Products of Choice will be borne by the Buyer. Furthermore, the Buyer bears the risk for shipping.

5.7      The Products of Choice may not be displayed by or on behalf of the Buyer without the express permission of the Supplier and may not be dismantled.

5.8       The Buyer must take good care of the Products of choice and must ensure that the storage or storage location at the Buyer is suitable for the Products of choice. The Buyer is obliged to secure the Products against theft and/or damage and to take out adequate insurance in this regard. Damage caused by and/or during the period that the Products are made available to the Buyer at his option will be borne by the Buyer, as well as any costs of new layout. If, in the Supplier's opinion, the Products of Choice are damaged to such an extent that they are no longer suitable for sale by the Supplier, the Supplier is not obliged to take back the Products in question and the Buyer must purchase the Products in question in full.

Article 6  -  Prices

6.1       Unless the parties have expressly agreed otherwise in writing, all prices of the Products are based on delivery Ex Works (as this term is defined in the Incoterms 2000), and exclude VAT.

6.2       The Supplier is authorized to make changes in cost price factors relating to the agreement, such as prices of (raw) materials, tools, labor costs, insurance, taxes, exchange rates, levies or other government measures, which occur within three (3) months after the conclusion of the agreement. agreement to be passed on to the Buyer.

6.3       If the Supplier, at the request of the Buyer, sells Products in showrooms to buyers who are not acting in the exercise of a business or profession, the Supplier is entitled to charge a surcharge to be agreed upon on the price to be invoiced to the Buyer.

Article 7  -  Payments

7.1       Payment by the Buyer must be made within 30 days after the date stated on the (sight) invoice, unless the parties have agreed otherwise in writing.

7.2       Where appropriate, the Buyer must, at the Supplier's request, pay in advance to the Supplier the required quantity of gold and/or silver stated in the relevant agreement.

7.3       All costs associated with payment, including the provision of security, will be borne by the Buyer.

7.4       In the event that the agreed payment term is exceeded, the Buyer, without prejudice to the other rights of the Supplier and without prior notice of default being required, is liable to pay statutory interest on the outstanding invoice amount up to the time of full payment. All unpaid invoices become immediately due and payable and all consequences of non-compliance take effect immediately.

7.5       All extrajudicial and judicial costs that the Supplier must reasonably incur as a result of the Buyer's non-compliance will be borne by the Buyer, with a minimum of ten percent (10%) of the principal amount.

7.6       Payments made by the Buyer will primarily serve to settle the costs referred to in Article 7.6, the interest due in Article 7.5 and will then be deducted from the oldest outstanding claim, regardless of the Buyer's instructions in this regard.

7.7       The Buyer is not entitled to set off any claim it has under the agreement with a claim the Buyer has against the Supplier on the basis of this agreement or otherwise.

7.8       The Supplier is not obliged to take back Products for credit. If the Supplier declares itself prepared to do so under certain circumstances, the Supplier is only obliged to credit a maximum of the invoice price paid or, if lower, the current daily price of the Products in question.

Article 8  -  Security

8.1       If, in the opinion of the Supplier, there is good reason to fear that the Buyer will not properly or timely fulfill its obligations to the Supplier, the Buyer is obliged, at the Supplier's first request, to immediately comply with the obligations required by the Supplier. desired form, to provide security for the full fulfillment of all its (payment) obligations.

8.2       If the Buyer does not comply with a request from the Supplier within seven days of receipt of a request as referred to in Article 8.1 or Article 9.3, all consequences of non-compliance will take effect immediately.

Article 9  -  Retention of title

9.1       The Supplier reserves ownership of the Products delivered and to be delivered by it to the Buyer until the Buyer has fully complied with all (payment) obligations for all Products delivered or to be delivered under the agreement and all claims due to failure to comply. of such obligations.

9.2       If the Buyer provides raw materials, materials, including gemstones, diamonds, etc. to the Supplier for the manufacture of the Product, the Supplier acquires co-ownership of the Product manufactured with these raw materials or materials to the amount of the amount paid by the Supplier to the Buyer. amount to be invoiced for the relevant Product.

9.3       Before full payment has been made, the Buyer is not entitled to pledge the Products or to encumber them in any other way. Transfer of ownership to third parties in the context of its normal business operations is only permitted as an agent of the Supplier in his own name, but at the expense of the Supplier. The Supplier is entitled to terminate the agreement if the Buyer fails to comply with this obligation.

9.4       The Buyer is obliged to inform the Supplier without delay in the event of:

            (a)       third parties assert rights to the Products referred to in Article 9.1 or he is aware that third parties intend to assert rights to the Products referred to in Article 9.1;

            (b)       (provisional) suspension of payment is requested or granted by the Buyer or any arrangement is made with the Buyer's creditors;

            (c)       bankruptcy of the Buyer is filed or the Buyer is declared bankrupt;

            (d)       the Buyer ceases its business or changes ownership and/or control over the Buyer's business.

9.5       If the Buyer is in default of fulfilling his payment obligations, the Supplier is authorized, without prior notice of default, to recover the Products belonging to him. The Buyer irrevocably authorizes the Supplier to enter the areas and/or areas where the Products in question are stored for this purpose. All Supplier costs associated with the recovery of the Products will be borne by the Buyer. If a situation as referred to in Article 9.1 occurs or if the Buyer is in default in the fulfillment of its payment obligations, the Supplier is also entitled to return Products that have not yet been delivered to the Buyer, regardless of their state of completion. to sell to third parties.

In view of the provisions of this Article 9.5, the Buyer will at all times ensure that the Supplier's Products are clearly separated / identified as Products originating from the Supplier and are stored at the Buyer's premises.

9.6       The property law consequences of retention of title with regard to the Products are governed by Dutch law, or at the Supplier's option, by the law of the country of destination of the Products, if that law contains more favorable provisions with regard to the retention of title for the Supplier than under Dutch law.

9.7       If the Buyer creates a new product partly from the Products referred to in Article 9.1, this is an item that the Supplier creates for itself as owner and the Buyer keeps it for the Supplier until the Buyer has fulfilled all obligations as referred to in Article 9.1. has fulfilled.

Article 10  -  Warranty

10.1     The Supplier guarantees that the goods delivered by him

            (a)       Products, other than timepieces, at the time of delivery and for six months thereafter,

            (b)       timepieces are free from material, manufacturing and processing defects at the time of delivery to the end user and for two years thereafter, provided that none of the cases mentioned in Article 10.3 occur.

10.2     The Supplier never guarantees the absence of errors resulting from compliance with any mandatory legal provisions regarding the nature or properties of raw materials and/or materials used in the delivered Products.

10.3     The Buyer cannot assert any claim against the Supplier based on the warranty contained in Article 10.1 in the following cases:

            (a)       in the event of complaints by consumers, the Buyer cannot provide a valid warranty certificate associated with the Product in question;

            (b)       the defects were visible upon delivery;

            (c)       the Buyer's failure to comply with usage and maintenance instructions or use other than the anticipated normal use;

            (d)       normal wear and tear;

            (e)       in the event of complaints about the watertightness of watches, insofar as the case and/or dial of the watch does not have the qualification "waterproof / waterproof / wasterproof" (if another name for the watertightness is stated, such as "water resistant", the warranty not);

            (f)        after he or a third party engaged by him has edited, processed or mixed (part of) the delivered Products with goods from third parties or other Products supplied by the Supplier;

            (g)       a defect caused in whole or in part by materials, items, methods and constructions used by the Supplier at the express instruction of the Buyer, as well as raw materials, materials and items supplied by or on behalf of the Buyer;

            (h)       a defect that is wholly or partly the result of parts purchased by the Supplier from third parties, insofar as that third party has not provided a guarantee to the Supplier;

            (i)        the Buyer fails to fulfill its obligations under the agreement;

            (j)        the Buyer or a third party on behalf of the Buyer carries out disassembly, repair or other work on the Product without the Supplier's prior written consent.

10.4     The Supplier can only be obliged to carry out repair work with regard to defective Products, which defects are not covered by the warranty referred to in Article 10.1, if and insofar as the Buyer has approved a quotation provided by the Supplier in writing for the repair work.
 

Article 11  -  Duty to investigate

11.1     The Buyer is obliged to inspect upon delivery - or if the Products sold to him have been delivered to a third party, to ensure that the Products are inspected upon delivery - whether the Products comply with the agreement and are free of defects. If this is not the case, the Buyer is obliged to notify the Supplier in writing and with reasons immediately after discovery, on the understanding that the Buyer can no longer hold the Supplier liable in this regard if the Buyer does not provide the said notification as soon as possible. , but no later than seven (7) days after delivery of the Products.

11.2     The relevant Products must remain available to the Supplier in the condition they were in at the time the Supplier receives a written notification as referred to in Article 11.1. If a complaint as referred to in this Article 11 is found to be well-founded by the Supplier, the Supplier is only obliged to deliver the missing part or quantity, to replace the delivered Products to which the complaint relates or to pay the price that the Buyer pays for the to reimburse the Buyer for the relevant Products, at the Supplier's discretion. If the Supplier replaces parts/Products, the replaced parts/Products become the property of the Supplier. The Buyer is obliged to follow the Supplier's instructions regarding the storage or return of the Products to be replaced.

11.3     If the Buyer and/or a third party on behalf of the Buyer treats the Products improperly and/or attempts to repair or make adjustments to the Products without prior permission from the Supplier, the Buyer can only rely on the fact that the Products do not comply with the agreement. answer, if he proves that such an appeal can be based on facts that would have occurred in a similar manner if the intended repair, adjustment(s) and/or improper treatment had not been made.

11.4     Claims by the Buyer based on the statement that the Products delivered by the Supplier do not comply with the provisions of Article 11.1 expire one (1) year after the date of delivery to the Buyer.

11.5     The provisions of this article do not affect the mandatory legal rights and claims of the Buyer.

Article 12 - Liability 

12.1     Subject to the provisions of Article 12.5 and except in the event of intent or gross negligence on the part of the Supplier or its direct managers, the Supplier is only liable for compensation for damage up to a maximum of the invoice amount that the Buyer has paid regarding the Products that caused the damage. , including but not limited to the cleaning fluids supplied with the Products.

12.2     Except in the event of intent or gross negligence on the part of the Supplier or its direct managers, the Supplier is not liable for damage to or loss of raw materials, semi-finished products, models, tools, etc. made available by the Buyer to the Supplier.

12.3     The Supplier is never liable for consequential damage, which includes, among other things, lost profits, losses suffered and costs incurred, as well as missed orders and missed savings, damage due to production or business interruption or stagnation.

12.4     The Supplier is not liable for damage caused by intent or gross negligence of its subordinates and/or non-subordinates for whom it is liable according to the law.

12.5     The limitations of liability included in this article do not apply if the liability of the Supplier for the relevant damage is insured under any insurance agreement of the Supplier. In that case, the Supplier is only liable for the amount paid out under the relevant insurance in the relevant case, plus the deductible.

12.6     The Supplier stipulates all legal and contractual defenses that it can invoke to ward off its own liability, also for the benefit of all those involved in the execution of the agreement.

12.7     The foregoing provisions do not affect any liability under mandatory law.

12.8     The Buyer is obliged to consult with the Supplier regarding the manner of presenting Products that are put on sale by the Buyer, such as, but not limited to, the design of the shop window. The Buyer will ensure that Products on sale are separated from the normal collection. If the brand image of the Products is damaged as a result of Buyer's failure to comply with its obligations under this Article 12.8, Buyer will reimburse Supplier for any resulting damage.

Article 13 - Shortcoming and force majeure

13.1     If the Buyer fails in any way towards the Supplier to fulfill any of its obligations under the agreement(s), and/or if a circumstance as referred to in Article 9.4 sub a-d ​​occurs, or if the Buyer is liquidated, or ( discontinues part of its business, or changes the ownership and/or control over the Buyer's business, the Supplier has the right to dissolve or terminate the agreement(s) in whole or in part with immediate effect or to suspend the (further) fulfillment of his obligations under the agreement(s) with the Buyer, without prejudice to his other rights and without being obliged to pay any compensation.

13.2    If the Supplier dissolves or cancels the agreement(s) on the basis of the provisions of Article 13.1, all amounts owed by the Buyer to the Supplier on any account whatsoever will become immediately due and payable, without prejudice to the Supplier's other rights. The Supplier is also entitled to immediate payment by the Buyer for all raw materials, materials, parts and other items reserved, processed and manufactured by the Supplier for the execution of the agreement, for the price that can reasonably be attributed to them.

13.3     The Buyer is entitled to collect the goods referred to in the second sentence of Article 13.2 from the Supplier after payment of the amount determined under Article 13.2, failing which the Supplier is entitled to collect these goods at the expense and risk of the Buyer. store for a maximum period of 3 months, after which the Supplier is entitled to sell the goods to third parties on behalf of the Buyer, without being obliged to pay any compensation.

13.4     If the Supplier dissolves or cancels the agreement(s) on the basis of the provisions of Article 13.1, or if the Buyer transfers his company to third parties, the Buyer must first offer the Products provided with a brand name for sale to the Supplier. offer. If the Supplier accepts this offer, the Supplier is obliged to do so at the sales price applicable at that time for those Products, after deduction of discounts enjoyed by the Buyer, and subject to price reduction due to age and/or damage.

13.5     If proper performance by the Supplier is wholly or partially impossible, either temporarily or permanently, as a result of one or more circumstances for which the Supplier is not responsible, including the circumstances referred to in Article 13.4, the Supplier has the right to to terminate the agreement(s) with the Buyer, without being obliged to pay any compensation.

13.6     Circumstances that are in any case not at the expense of the Supplier are: regulations issued or to be issued by the government that prevent or limit the use of the Products delivered or yet to be delivered, shortage of raw materials and consumables for production of the Products, shortage to workers, strikes, import, export and/or transit bans, transport problems, non-fulfillment of obligations by suppliers of the Supplier or transport companies engaged by him, disruptions in production, natural and/or nuclear disasters and war and/ or threat of war, fire, water damage as well as anything that falls under force majeure according to the law.

13.7     The Supplier will inform the Buyer as soon as possible of the occurrence of the force majeure situation and indicate to what extent it can continue deliveries. The Supplier will never be obliged to purchase additional products from third parties to cover any shortages. If the products still available are insufficient to fully supply all customers, the Supplier has the right to distribute the Products between its customers in a manner as reasonably determined by the Supplier.

Article 14 - Intellectual property 

14.1     The Buyer may only use the trade names, logos, patents, copyright, trademark and/or any other intellectual property rights of the Supplier for the purpose of reselling the Products, provided that the Buyer strictly complies with the terms and conditions issued by the Supplier and with the Supplier received instructions.

14.2     All drawings, calculations, descriptions, models and the like produced or provided by the Supplier remain the property of the Supplier, regardless of whether the Buyer has paid compensation for them, unless expressly agreed otherwise in writing between the parties.

14.3     The Buyer is not permitted to copy and/or reproduce a Product, in whole or in part, in original or modified form or in any manner whatsoever, without prior written permission from the Supplier.

14.4     Unless the parties have agreed otherwise in writing, the Buyer may apply its own trade names or trademarks to the packaging of the Products supplied by the Supplier.

14.5     The Buyer is prohibited from disclosing confidential information obtained from the Supplier, including manufacturing and construction methods, Products and the like, to third parties in any way, except to the extent required by applicable law. 

Article 15 - Advertising material 

All advertising material relating to the Products provided by the Supplier to the Buyer shall at all times remain the property of the Supplier and may be reclaimed by the Supplier from the Buyer at any time, whether or not the Buyer has paid any compensation for the same and without that the Supplier is obliged to pay any compensation in this regard.

Article 16 - Applicable law / competent court 

16.1     Dutch law applies to all legal relationships between the Supplier and the Buyer, with the exception of the Vienna Sales Convention.

16.2     The competent court in The Hague has exclusive jurisdiction to hear all disputes that may arise between the Supplier and the Buyer arising from or in connection with (the execution of) the agreement(s) as well as in connection with these General Terms and Conditions.

Article 17 - Conversion 

The nullity or voidability of one or more of the provisions in these General Terms and Conditions does not lead to the nullity or voidability of the other provisions of these General Terms and Conditions. These remain in full force. The Supplier and the Buyer agree to replace any void or voidable provision with a provision that is as similar as possible to the void or voidable provision in terms of content and scope.

The Client agrees and confirms by signing that these sales and delivery conditions are valid for the duration of the relationship with Beach Time International BV and all deliveries that take place, will take place or have taken place during the duration of this relationship.