Terms & Conditions

[gdpr_consent_settings]

A Brend BV Terms & Conditions:

1. DEFINITIONS. The following terms shall have the following meanings: “The Company” means A Brend BV “Customer”means The Company, firm, person or body or persons from whom an Order is received. “Invoice Date” means the date appearing on The Company’s invoice under which the Goods are sold to the Customer. “Order” means an order placed by the Customer with The Company for the supply of Goods. “The Conditions” means these, The Company’s terms and conditions of trading. “Goods” mean any such Goods as are to be supplied by The Company under the Contract as specified in the Specification.
2. ACCEPTANCE. All acceptances, contracts, orders and quotations are subject to the Conditions alone which supersede any arrangements, agreements, statements, representations or negotiations made between the Customer and The Company and no variations of the Conditions will be valid unless agreed upon in writing by a director of The Company.
3. PRICE.
   – A. All prices quoted are exclusive of Value Added Tax and packaging but exclude delivery, unless otherwise
   stated. Rates of tax and duties on the Goods will be those applying at the time of delivery.
   – B. The Company reserves the right at any time prior to delivery of the Goods to adjust the price to take account of any increase in the costs to it of material, labour, services or any exchange rate fluctuations.
   – C. Payment of the purchase price of the Goods by the Customer will be made in the currency indicated in the Order.
4. PAYMENT AND DISCOUNT.
   – A. Customer is to pay The Company cash or cleared funds before delivery date unless they have an approved
   credit account. Customer credit account will be granted at the sole discretion of The Company.
   – B. If Customer is granted an approved business credit account, payment is due within 30 days of the Invoice Date (unless otherwise agreed in writing).
   – C. Time for payment shall be of the essence. If the Customer fails to pay The Company any sum when due: The Company may: (i) suspend or cancel future deliveries; (ii) cancel any discount offered the Customer; and (iii) demand interest to be paid at the rate set under s. 6 of the Late Payment of Commercial Debts (Interest) Act 1998, calculated (on a daily basis) from the Invoice Date until payment; compounded on the first day of each month; and before and after any judgment (unless a court orders otherwise).
   – D. The payments are only considered to have been fulfilled when they are accredited to the account of The Company or its assigned agent.
   – E. The Company may claim fixed sum compensation from the Customer under s. 5A of the Late Payment of Commercial Debts (Interest) Act 1998 to cover its credit control overhead costs; and may furthermore recover the cost of taking legal action to make the Customer pay. The Customer is to indemnify The Company in full and hold The Company harmless from all expenses and liabilities it may incur (directly or indirectly and including finance costs and legal costs on a full indemnity basis) following any breach by the Customer of any of its obligations under these terms.
   – F. If the Customer has an approved business credit account, The Company may withdraw it, or reduce the credit limit, or bring forward the due date for payment at its sole discretion.
   – G. The Company may take any of those actions in 4. F at any time and without notice.
   – H. The Customer does not have the right to set off any money it may claim from The Company against anything the Customer may owe, even if faults, defects or non-conformities of the Goods have been claimed.
5. DELIVERY.
   – A. The Company will be deemed to have delivered the Goods ordered to the Customer, when delivered to a person appearing to have authority to sign for them, the risk in and responsibility for the Goods shall vest in the Customer once delivery is made. Delivery takes place either: at The Company’s premises if the Customer is collecting them or arranging carriage; or at the Customer’s premises or other place designated by them if The Company is arranging carriage.
   – B. Any despatch date or delivery time specified is not mandatory and constitutes a business estimate only, and The Company shall not be liable for any loss suffered by reason of any failure to comply therewith.
   – C. The Company reserves the right to make delivery by instalments and to tender a separate invoice in respect of each such instalment.
   – D. The Company reserves the right to withhold delivery of part or all of the Goods: (i) If at the time when delivery is due there shall be any outstanding invoice issued by The Company to the Customer that has not been paid in full in accordance with the provisions of Clause 4. A-B; or (ii) Upon the happening of any of the events referred to in Clause 12. C. (iii) & (iv).
6. EXPORT.
   – A. Clause 6. of these Terms shall apply to exports except where inconsistent with any written agreement between The Company and the Customer.
   -B. Where the Goods are supplied by The Company to the Customer by way of export from the Netherlands, the ‘Incoterms’ of the International Chamber of Commerce that are in force at the time when the contract is made shall apply. – C. Unless otherwise agreed the Goods are supplied ex-works.
   – D. The Incoterms are treated as amended by these terms (read as a whole) to the extent that they are inconsistent with them.
   – E. The Customer is responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for payment of any duties due.
   – F. The Goods shall be delivered as agreed between The Company and the Customer but The Company shall be under no obligation to give a notice under section 32(3) of the Sale of Goods Act 1979. If the Customer is to arrange marine insurance, the policy must cover “all risks”.
   – G. The Customer has the right at its own expense and by arrangement with The Company to inspect the Goods at The

Company’s premises or at the point of shipment before shipment except where otherwise agreed. If the Customer does not exercise that right then the fact the Goods passed prior quality inspection by The Company will be conclusive proof that they were of the warranted quality.
– H. The Company is not liable for any defect in the Goods that would be apparent on inspection by the Customer unless a claim is made before shipment. The Company is not liable for any damage during transit.

– I. The Customer must pay The Company according to The Company’s instructions. If The Company requires payment against shipping documents, this means payment against bill of lading, commercial invoice and
marine insurance certificate.
– J. Any bank the Customer nominates for letters of credit, drafts or bills of exchange is subject to written approval in advance by The Company.

– K. The Company shall have no liability for death or personal injury arising from the use of the Goods where the Goods are to be delivered in the territory of another State (within the meaning of s. 26 (3)(b) Unfair Contract Terms Act 1977). – – L. The Customer undertakes to carry out all the formalities necessary to enforce the reservation of title requested by the laws of the State where the Goods are located, and expressly authorises The Company to register or note the reservation of title in the appropriate registers at the Customer’s expense. The Customer may only resell the Goods by retail sale within its normal sales business and only at the Point of Sale indicated in the Order (distance sales and/or Internet Sales are prohibited unless authorisation is obtained separately in writing from the Customer).

7. CLAIMS.
   – A. No claims for non, or short delivery, damage or pilferage will be accepted by The Company unless: (i) the claim complies strictly with the procedures set out below; or (ii) the Customer gives all necessary authority and assistance to The Company to enable it to process the claim against the Carrier. Failure to comply strictly with these requirements may lead to claims being rejected or delayed. The liability of The Company will in no case exceed the value of the Goods lost or damaged.
   – B. Claims for non-delivery: if the Goods have not been received within 28 working days from the date of receipt of the Invoice, IMMEDIATE NOTIFICATION MUST BE MADE IN WRITING to The Company.
   – C. Requests for proof of delivery: Where The Company is requested to furnish proof of delivery, The Company reserves the right to charge the Customer with the administration costs involved except where delivery is shown not to have taken place.
   – D. Claims for shortage, pilferage or damage: All packages, cases etc. should be examined externally in the presence of the Carrier. Where a consignment is short delivered or appears to have been tampered with or damaged, this should be recorded on the Carrier’s delivery sheet and NOTIFICATION MADE WITHIN 24 HOURS, IN WRITING to the Carrier and to The Company giving full details. Where packages appear to be in perfect condition, a clear signature should be given. The contents should be unpacked and checked immediately and shortage or damage NOTIFIED WITHIN 24 HOURS, IN WRITING to the Carrier and to The Company giving full details.

NOTE:
– A. When signing for the Goods the Customer should always ensure that the Carrier’s Delivery Sheet is annotated with the number of packages received.
– B. The signature “UNEXAMINED” is regarded by the Carriers as equivalent to a clear signature.
– C. A verbal notice of shortage is unacceptable.

8. WARRANTIES. The Company warrants that the Goods comply with their description on its own sales order acknowledgement form; and are free from material defect at the time of delivery (as long as the Customer complies with clause 10. A). The Company gives no other warranty (and excludes any warranty, term or condition that would otherwise be implied) as to the quality of the Goods or their fitness for any purpose.
9. SPECIFICATION. If The Company prepares the Goods in accordance with specifications or instructions provided by The Customer: (i) the Customer must ensure that the specifications or instructions are accurate; (ii) the Customer must ensure that Goods prepared in accordance with those specifications or instructions will be fit for the purpose for which the Customer intends to use them; and (iii) the Customer warrants that its specifications, designs or materials will not result in the infringement of any of the intellectual property rights of any third party, or in the commission of a criminal offence. The Company reserves the right to make any changes in the specifications of its Goods that are necessary to ensure they conform to any applicable safety or other statutory requirements. The Company also reserves the right to make, without notice, any minor modifications in its specifications, designs or materials as The Company thinks necessary or desirable.

– 10. DEFECTIVE GOODS.
– A. The Customer is under a duty to carry out whatever tests and inspections it deems necessary in order to ascertain whether or not any of the Goods are defective as a result of faulty design manufacture, materials or workmanship of The Company within 28 days of delivery to the Customer, and to immediately notify The Company in writing of the quantity of Goods found to be defective.
– B. Subject to the Customer complying with the provisions of Clause 10. A The Company will replace all Goods so found to be defective but otherwise shall be under no liability whatsoever or howsoever arising from such defects. Goods accepted by The Company will be replaced with equivalent Goods. Only if replacement stock is unavailable will credits be issued. Discontinued Goods, being those not in the current catalogue, will not be accepted for return and no credit will be granted, or monies paid to the Customer in respect of these Goods.

11. RETURN OF GOODS. The Company will accept the return of Goods from the Customer only: (i) By prior arrangement (confirmed in writing) (ii) On payment of an agreed handling charge unless the Goods were defective when delivered (iii) Where the Goods are as fit for sale on their return as they were on delivery, with all retail labelling

removed.

12. PASSING OF TITLE.
    – A. Notwithstanding the passing of risk in accordance with Clause 5A title in the Goods shall not pass to the Customer until payment in full has been received by The Company for all Goods and for all other amounts outstanding from the Customer to The Company on any account whatsoever.
    – B. The Customer is hereby licensed by The Company to use or to agree to sell the Goods subject to the express condition that: (i) Any sale by the Customer of the Goods whether or not incorporated into other Goods shall be made as agent on behalf of The Company; (ii) The percentage of the proceeds of sale made by the Customer pursuant to Clause 12. B. (i) which relates to the invoice price of the Goods sold shall be paid into a separate bank account and held in trust for The Company and shall not be mixed with other monies or paid into an overdrawn bank account and shall at all times be identifiable as The Company’s monies. C. Until title to the Goods passes: (i) The Customer will hold the Goods as fiduciary agent and bailee for The Company; (ii) Subject to Clause 12. B the Goods shall be kept separate and distinct from all other property of the Customer or of any third party and shall be stored in such a way as to be clearly identifiable as belonging to The Company. (iii) The Customer must insure them (against the risks for which a prudent owner would insure them) and hold the policy on trust for The Company. (iv) Despite The Company’s retention of title to the Goods, it retains the right to take legal proceedings to recover the price of Goods supplied should the Customer not pay The Company by the due date. (v) The Company may at any time revoke the power of sale and use contained in Clause 12. B by notice to the Customer if the Customer is in default for longer than 14 days in the payment of any monies whatsoever due to The Company in respect of any Goods supplied at any time by it to the Customer or if The Company has bona fide doubts as to the solvency of the Customer; (vi) The Customer’s power of sale and use contained in Clause 12. B shall automatically cease if the Customer has a petition presented for an administration order or for its winding-up or passes a resolution for voluntary winding-up otherwise than for the purposes of a bona fide amalgamation or reconstruction or compounds with its creditors or has a Receiver appointed of all or any part of its assets or becomes bankrupt or insolvent or enters into any arrangement with creditors or suffers any similar action in consequence of debts or carries out or undergoes any analogous act or proceedings under foreign law; (vii) Upon determination of the Customer’s power of sale and use pursuant to Clauses 12. C(iii) or 12. C(iv) the Customer shall place any unsold Goods in its possession or under its control at the disposal of The Company using such force as may be reasonably necessary to enter upon any premises of the Customer for the purpose of removing such Goods for re-sale or otherwise. Under such circumstances, the Customer is not an agent of The Company. The Customer has no authority to make any contract on its behalf or in its name.
13. LIABILITY.
    – A. The Company shall not be liable for any consequential or indirect loss suffered by the Customer whether this loss arises from breach of a duty in contract or tort or in any other way (including loss arising from The Company’s negligence).
    – B. Non-exhaustive illustrations of consequential or indirect loss would be loss of profit, loss of contract, damage to property of the Customer or anyone else, and personal injury to the Customer of anyone else (except so far as such injury is attributable to The Company’s negligence).
    – C. The Company’s total liability for any one claim or for the total of all claims arising from any one act or default of The Company (whether arising from The Company’s negligence or otherwise) shall not exceed the value of the Goods in question.
14. FORCE MAJEURE.
    – A. The Company shall not be liable for any failure to deliver the Goods arising from circumstances outside The Company’s control.
    – B. Non-exhaustive illustrations of such circumstances would be acts of God, war or hostilities; riot or civil commotion; explosion, abnormal weather conditions, fire, flood, accidents, strikes, lock-out or industrial action; Government action or regulations (NL or otherwise); delay by suppliers or breakdown of transport or machinery; difficulties or increases in the cost of manpower, materials, transport or processing raw materials on The Company’s usual source of supply; difficulty or increase of the production costs of the Goods affecting The Company’s normal means; or difficulty or increase of the delivery costs of the Goods affecting The Company’s usual delivery mode.
    – C. In these circumstances, The Company may, at its own discretion, cancel or delay any order or delivery (or part thereof).
15. GENERAL TERMS.
    – A. All brochures, catalogues and other promotional materials are to be treated as illustrative only. Their contents form no part of any contract between The Company and the Customer, and the Customer should not rely on them in entering into any contract with The Company.
    – B. Any notice by either party that is to be served under these terms may be served by leaving it at or by delivering it to (by first class post) the other’s registered office or principal place of business. All such notices must be signed.
    – C. No contract will create any right enforceable (by virtue of the Contracts (Rights of Third Parties) Act 1999) by any person not identified as buyer or seller.
    – D. The only statements upon which the Customer may rely in making the contract with The Company are those made in writing by someone who is (or whom the Customer reasonably believes to be) an authorised representative of The Company and either: (i) Contained in an estimate (or any covering letter) from The Company and not withdrawn before the contract is made (ii) Which expressly states that the Customer may rely on them when entering into the contract.
    – E. Nothing in these terms affects or limits The Company’s liability for fraudulent misrepresentation.
    – F. None of the rights or obligations of the Customer may be assigned. No intellectual property rights or knowhow is assigned or licensed to the Customer with the Purchase of the Goods. Invalidity of one or more of the provisions of the Conditions does not affect the remaining provisions. Any amendment and integration must be made in writing and

approved by The Company.

16. PROPER LAW. These conditions shall be governed by and construed in accordance with Dutch law and the Customer hereby irrevocably submits to the non-executive jurisdiction of the Dutch Courts in respect of any dispute of matter arising out of or connected with the conditions.
17. DATA PROTECTION STATEMENT. The Company complies with the laws in force and collects, stores and processes only the data necessary for the Order and/or for the contract(s) with the Customer, to ensure a high quality of the services, for the safety of the operations and the infrastructure, and for billing purposes.