General terms and conditions

of TOP-HOBBY established in Meerkerk.

 1. Definitions:
Seller: the user of the general conditions; Buyer: a counter party which is a natural person and/or who acts in the execution of a company or profession; Agreement: the agreement between seller and buyer; The purchase: the agreement on buying and selling with regard to a moveable good, concluded by a seller acting in the execution of a company or profession, a buyer, natural person.

2.  General:
These conditions apply to every offer. Offer and agreement between seller and buyer to which seller has declared these conditions applicable, for as far as parties have not deviated from these conditions explicitly and in writing.

3. Supply:
A. Unless otherwise agreed, the place of delivery, apart from the conditions Freight paid, F.O.B., C.I.F or any other similar or equal condition, will be the place where the goods were loaded into the ship, wagon, car or any other means of transport with destination agreed between buyer and us will be valid. If with regard to the transport nothing has been arranged.

B. Buyer is liable for the clearing and the custom formalities.

C. If buyer should refuse the purchase or should have been negligent in giving information or instructions, necessary for the delivery, seller will be entitled to consider the agreement as cancelled with immediate effect or the articles destined for supply will be stored up at buyers own risk after seller has posted him up; Buyer will be held liable for all the additional expenses. 

D. If seller and buyer agree to delivery, delivery of the goods will take place free of charge, unless seller has communicated the stipulated conditions to buyer on the moment of the agreement. In case of delivery, seller will be entitled to charge the expenses for delivery separately.

E. If it has been agreed, that supply will be carried out in phases, seller will be entitled to postpone the execution of these parties which belong to a next phase until buyer will have approved the results of the preceding phase in writing.

F. If seller should need information from buyer in the frame of the execution of the agreement, the delivery time will start after buyer will have communicated these to seller.

G. If seller has indicated a term of delivery, this will be just an indication. An indicated term of delivery will therefore be never a fatal term. The final term of delivery will never surpass the term of delivery indicated with more than a week, unless there is mention of circumstances beyond ones control. In case of surpassing a term, buyer will be obliged to inform seller in writing.

H. Unless otherwise agreed, seller sees to the transport. The shipping and transport will be at sellers risk.

4. Offers:
A. All offers are without obligation, unless otherwise explicitly indicated in writing in the offer.

B. Seller will only be bounded to offers if the acceptance will take place by buyer, preferably in writing, and within 30 days and subject to stock unsold. The prices mentioned in the offer, are exclusive VAT and other levy such as tax, import duties and transport costs, unless otherwise indicated.

C. Seller cannot be bounded to his offers if, buyer, within the bounds of reason and socially accepted views, was expected to understand that the offer or a part of it, was apparently a mistake or slip of the pen.

D. If the acceptance (of subordinated points) deviates from the offer made, seller will not be bounded to it. The agreement will then be established not in agreement with this deviation, unless seller indicates otherwise.

E. A composed price indication does not oblige seller to supply a part of the goods mentioned in the offer at a corresponding part of the indicated price.

F. Offers do not automatically concern a repeat order.

5. The agreement will be concluded by acceptance in time of sellers offer by buyer.

6. Guarantee:

A. Seller guarantees, that the goods to be supplied meet the usual demands and standards put to them and are free of any defaults whatsoever.

B. The guarantee mentioned under point A. is also applicable if the goods to be supplied are destined for use abroad and buyer has made mention of it explicitly to seller on the moment of concluding this agreement.

C. The guarantee mentioned under point A, is valid for a period of 3 months after supply.

D. If the goods to be supplied do not meet these guarantees, seller will, within reasonable period after their receipt, or if returning is within bounds of reason not possible anymore, after information in writing regarding this default by buyer, replace, arrange for repair according to sellers option or credit the product. In case of replacement, buyer will commit himself to return the replaced goods now already and to transfer the property of it to seller, unless the seller has determined otherwise.

E. The guarantee mentioned here, is not valid if the default is a consequence of unprofessional or wrong use, or if, without permission in writing of seller, buyer or third parties have introduced changes into the goods or have tried to introduce changes into the goods or have used it for purposes for which the goods has not been developed.

F. If the supplied goods do not correspond to that what had been agreed to and this non-conformity appears to be a default in the sense of the settlement of the conditions of product responsibility, seller will principally not be held liable for the damage resulting from this.

7. Samples and Models:
If by seller a model or a sample has been shown or supplied to buyer, the case will be considered as settled, unless the submission had to be considered as an indication.

8. Reservation of property:
Seller will remain owner of the goods supplied until the moment that the purchase price will have been paid.

9. Investigation, complaints:
A.   Buyer is obliged to investigate or to have investigated the supplied goods on the moment of delivery, however in any case in the shortest possible time. In such a case buyer should investigate whether quality and quantity of the supplied goods correspond to that what has been agreed, or at least meet the quality demands, which are valid in normal trade.

B. Eventual visible defaults ought to be communicated in writing to seller within three days after delivery with simultaneous transfer of the guarantee certificate and the defaulted goods, unless this should not be possible or unreasonable onerous.

C. Buyer is obliged to report to seller an invisible default within eight days after discovery, however within the guarantee period at the latest, taking the contents of the last paragraph of this article in consideration. After expiration of the guarantee period, seller is entitled to charge buyer for all costs of repair or replacement, inclusive administration-, transport- and call out fees.

D. If, as a consequence of the contents of the above paragraph, a complaint will be presented in time, buyer will be obliged to purchase and payment of the purchased goods. Should buyer decide to return the defaulted goods, this will take place with prior written permission of seller and according to procedure indicated by seller.

10. Transfer of risk:
The risk of loss or damage of the products which are the subject of this agreement, will be transferred to buyer on the moment on which these judicially or practically will be delivered to buyer and doing so, into the power of buyer or third party appointed by buyer.

11. Price increase:
A. If seller agrees with buyer to a certain price on the moment of concluding the agreement, seller will still be entitled to increase the price, even if the price was not communicated with reservation

B. If a price increase takes place within three months after concluding this agreement, buyer is entitled to dissolve this agreement by means of a written statement, without regard to the percentage of the increase, unless the power to a price increase results from a competence given by law.

12. Payment:
A. Unless otherwise agreed, payment should take place cash upon delivery. That means payment in advance, creditcard and other available payment methods made by seller.

B. Objections do not postpone the obligation of payment of the invoices.

C. After expiration of 14 days, buyer will be legally in delay, and will be obliged to pay over the demandable amount an interest of 1,5% per month, unless the legal interest is higher, in which case the legal interest will be applicable.

D. In case of bankruptcy, suspension of payment or legal restraint and the demands or seller and the obligations of buyer towards seller will be immediately demandable.

E. Seller is entitled to have the payments, effected by buyer, in the first place tend to be deducted from the expenses, after that to be deducted from the amount of interest, and finally to deduct from the capital sum and the running interest. Seller can, without getting into delay, refuse an offer for payment, if buyer indicates another sequence for the allocation. Seller can refuse a complete redemption of the capital sum if running interest and expenses are not being redeemed as well.

13 Collection expenses:
A. If the buyer is in delay or in default complying with one or more of his obligations, all reasonable expenses for obtaining payment extra judicially will be for account of buyer. In any case, buyer will be obliged to pay, in case of a claim, collection expenses. The collection expenses will be charged in accordance with the collection rate as advised by the Dutch Order of Lawyers in collection affairs.

B. If seller proves to have made higher expenses, which, within the bounds of reason were necessary, these also will be taken into consideration for indemnification.

14. Safeguards:
A. The buyer safeguards seller against claims from third parties with regard to the rights of intellectual property on materials and data supplied by buyer, which are being used for the execution of the agreement.

B. If buyer puts information carriers, electronic files or software to the disposal of seller, latter guarantees, that these information carriers, electronic files or software are free of defects.

15. Intellectual property and copyrights:
A. Without prejudice to the rest of these general conditions, seller will reserve the rights and powers, which will come to seller by virtue of the copyright law. 

B. It will not be permitted to buyer to introduce changes into the goods, unless from the nature of the supplied material results differently or otherwise has been agreed to. 

C.   Designs, drafts, drawings, films, software and other materials or electronic files, eventually produced by seller within the frame of the agreement remain sellers property, regardless whether these have been put at buyers or third parties disposal, unless otherwise agreed.

D. All documents eventually produced by seller like designs, drafts, drawings, films, software, files etc. are exclusively destined to be used by buyer and may not be multiplied, published or put at knowledge of third parties, without prior written permission of seller, unless otherwise should result from the nature of the documents.

E. Seller reserves the right to use the increased know-how by virtue of the execution of the activities for other purposes, as far as no confidential information is being brought to knowledge of third parties.

16. Responsibility:
A. If the goods supplied by seller, are deficient, sellers liability towards buyer will be limited to the contents of these warranties as mentioned under 6.

B. If the producer of a defaulted good is held liable for the damage resulting from this, sellers responsibility will be limited to replacement or repair of the goods in question, or to refund the purchase price.

C. Without prejudice to the contents of above mentioned paragraph, seller will not be held liable if the damage can be attributed to malicious intent / or serious fault and / or culpable acting or unprofessional or improper use by buyer.

D. The limitations of the liability for direct damage laid down in these conditions are not applicable, if the damage can be attributed to malicious intent or serious fault of seller or of one of his subordinates.

17. Circumstances beyond one`s control:
A. Parties are not obliged to fulfill any obligation, if they are being impeded as a consequence of circumstances which cannot be attributed to culpable acting, nor will be considered as their responsibility by virtue of the law, a legal act or generally in trade accepted views.

B. Circumstances beyond one`s control, mentioned in these general conditions has to beunderstood as, beside all what can be found in the law and jurisprudence, all causes coming from outside, expected or unexpected, on which seller can not execute any influence, but which impede seller to fulfill his obligations. Strikes in sellers company are also included.

C. Seller has also the right to appeal to Circumstances beyond ones control, if the circumstance, which impedes further compliance, takes place after seller should have complied with his obligation.

D. Parties can postpone obligations resulting from the agreement during period that the Circumstances beyond ones control are taking place. If this period will last longer than two months, each of parties is entitled to dissolve the agreement without obligation to indemnification of damage to the other party.

E. As far as seller, in the meanwhile, has partially complied with his obligations resulting from this agreement on the moment of entering the Circumstances beyond ones control or will be able to comply with them and independent value will be attached to the complied part or part to comply with, seller will be entitled to invoice separately the part already complied or still to comply with. Buyer is obliged to settle this invoice as separate agreement.

18 Disputes: The Dutch judge in sellers place of business is exclusively entitled to take notice of disputes unless the Dutch county court is competent. Nevertheless, seller has the right of submit the dispute to a Dutch judge qualified by Dutch law.

19 Applicable right:  Dutch right is applicable to every agreement between seller and buyer.

20 Adaptations and location of conditions: These conditions have been deposited at the office of the Chamber of Commerce in Tiel, Depot no. 3012.

The last deposited version or the version applicable at the time of conclusion of the agreement will always be applicable.

21. Sending e-mails: The buyer agreed with sending e-mails for advertising proposal. This agreement can be retracted at any moment.