Terms of service

General Terms and Conditions of Trendabrands

Article 1 Applicability

  1. The provisions included in these general terms and conditions apply to and form an integral part of our offers, all orders placed with us, all contracts concluded by us as the seller, all advice given by us, as well as all other legal relationships, including future ones.

  2. The applicability of any general terms and conditions and/or other conditions used by the other party is explicitly rejected by us.

  3. Any deviating conditions used by the other party are only binding on us if we have explicitly agreed to them in writing.

Article 2 Offers and Quotations

  1. All offers are non-binding, unless a term for acceptance is specified in the offer.

  2. Our quotations are non-binding; they are valid for twenty-one days unless otherwise indicated. We are only bound by the quotations if acceptance thereof is confirmed by the other party in writing within twenty-one days.

  3. Delivery times specified in our quotations are indicative and do not entitle the other party to dissolution or compensation in the event of exceeding them, unless expressly agreed otherwise.

  4. The prices in the offers and quotations are exclusive of VAT and other government levies as well as shipping and any transport and packaging costs, unless expressly stated otherwise.

  5. If the acceptance (on minor points) deviates from the offer included in the quotation, we are not bound by it. The agreement will not then be concluded in accordance with this deviating acceptance unless otherwise indicated by the user.

  6. A composite quotation does not oblige us to deliver a part of the goods included in the offer or quotation at a corresponding part of the price stated.

  7. All price lists, brochures, and other data provided with an offer are given as accurately as possible. These are only binding on us if explicitly confirmed in writing by us. Details do not need to be provided.

  8. Drawings and other documents belonging to an offer or relating to an order or purchase agreement are and remain our property. The other party is liable for any damage we suffer and/or will suffer as a result of a breach of the prohibition described above. The documents mentioned above must be returned to us at our first request.

Article 3 Execution of the Agreement

  1. Agreements are only concluded by a written acceptance/confirmation of an order on our part.

  2. Orders accepted by representatives and other intermediaries and/or resellers are only considered accepted by us once confirmed in writing by us.

  3. Any later additional agreements or amendments, as well as agreements and/or commitments made by our personnel or on behalf of us by representatives or other intermediaries and/or resellers, only bind us if confirmed in writing by us.

  4. We are not liable for damages of any kind resulting from our reliance on incorrect and/or incomplete data provided by the other party, unless such incorrectness or incompleteness should have been known to us.

  5. If it has been agreed that the agreement will be executed in phases, we may suspend the execution of those parts belonging to a subsequent phase until the other party has approved the results of the preceding phase in writing.

  6. The other party indemnifies us against any claims by third parties who suffer damage in connection with the execution of the agreement and which is attributable to the other party.

Article 4 Delivery

  1. Delivery takes place ex works/warehouse from us.

  2. The other party is obliged to accept the goods at the time we deliver them to him or have them delivered, or at the time they are made available to him in accordance with the agreement.

  3. Delivery times are determined by approximation. The delivery time starts when agreement on all technical details has been reached after order confirmation and after all necessary materials and any drawings are in our possession.

  4. If the goods are delivered, we are entitled to charge any delivery costs. These will then be invoiced separately.

  5. If we have specified a delivery period, these are indicative. A specified delivery time is therefore never a strict deadline. In the event of exceeding a deadline, the other party must notify us in writing of default.

  6. We are entitled to deliver the goods in parts unless otherwise agreed in the contract or unless the partial delivery has no independent value. We are entitled to invoice the delivered items separately.

  7. When the goods have been offered to the other party and are not accepted by them, they will be stored at their disposal at their expense and risk.

Article 5 Prototypes, Moulds, and Special Tools

  1. The costs associated with the development of prototypes are borne by the other party. If a prototype of a device manufactured by us at the request of the other party works well, no guarantee is provided regarding the operation of the device concerned.

  2. The costs associated with the production of moulds, necessary for the manufacture of certain goods, as well as the costs of purchasing and/or manufacturing special tools, which can only be used for the execution of one or a few orders, are entirely or partially borne by the other party. Unless otherwise agreed, the moulds and/or tools remain our property.

Article 6 Inspection, Complaints

  1. The other party is obliged to inspect the goods at the time of delivery, but in any case as soon as possible, to ascertain whether the work has been carried out in accordance with the order.

  2. Any complaints regarding the goods delivered by us or work performed must be reported in writing to us by the other party within eight days after discovery, but no later than within fourteen days after delivery.

  3. If a complaint is justified, we will, at our discretion, replace the delivered goods or take back the goods against a corresponding credit note, provided that the delivered goods are returned to us in the same condition as they were delivered.

  4. If a complaint is unjustified, all costs incurred by us as a result will be borne by the other party.

Article 7 Retention of Title

  1. We reserve the ownership of all goods delivered by us until the other party has fully complied with all its payment obligations arising from the agreement concluded with us or the related agreements, including the payment of interest and costs.

  2. The goods delivered by us, which fall under the retention of title pursuant to paragraph 1, may only be resold in the context of normal business operations and may never be used as a means of payment.

  3. In the event that we wish to exercise our property rights referred to in this article, the other party grants us, or third parties to be designated by us, in advance, unconditional and irrevocable permission to enter all those places where our properties are located and to take back those properties.

  4. The other party is obliged to inform us immediately in writing if third parties seize goods delivered under retention of title or wish to establish or assert rights to them.

Article 8 Payment

  1. Payment must be made in euros, unless otherwise agreed in writing.

  2. If no term of payment has been agreed, the other party is in default by operation of law if payment has not been made within thirty days after the invoice date.

  3. In the event of late payment, the other party is in default by operation of law and owes interest at a rate of 1.5% per month on the outstanding amount, whereby part of a month is considered a full month.

  4. If the other party is in default or omission in the (timely) fulfillment of its obligations, then all reasonable costs for obtaining payment out of court are for the account of the other party. The extrajudicial costs are calculated on the basis of what is customary in Dutch debt collection practice, currently the calculation method according to the Rapport Voorwerk II.

  5. If the other party defaults in the timely payment of an invoice, it is also liable for all judicial and extrajudicial costs incurred by us in connection with the collection of this claim. The extrajudicial costs are set at a minimum of 15% of the invoice amount, subject to a minimum of €250.00.

Article 9 Warranty and Liability

  1. We guarantee the reliability and quality of the products delivered by us, in accordance with the agreements made and the reasonable expectations that the other party may have in this regard.

  2. Any defects in the delivered goods must be reported in writing to us within eight days after delivery, failing which all claims in this regard lapse.

  3. Our liability is always limited to the invoice value of the products delivered by us or to be delivered by us, unless the damage is due to intent or gross negligence on our part or that of our managerial subordinates.

  4. Any liability on our part for indirect damage, including consequential damage, loss of profit, lost savings, and damage due to business stagnation, is explicitly excluded.

  5. If we are liable for direct damage, then that liability is limited to a maximum of the invoice amount, at least that part of the order to which the liability relates.

  6. Our liability is also limited to the amount paid out by our insurance in the case in question, plus any excess that is for our own account under the insurance.

Article 10 Force Majeure

  1. In the event of force majeure, we are entitled, at our discretion, to suspend the execution of your order or to dissolve the agreement without judicial intervention, without being obliged to pay any compensation, unless this would be unacceptable in the given circumstances according to the standards of reasonableness and fairness.

  2. Force majeure includes any circumstance beyond our control that permanently or temporarily prevents fulfillment of the agreement and which cannot reasonably be attributed to us. This includes, but is not limited to, strikes, transport problems, import and export bans, business disruptions, energy supply failures, and government measures.

Article 11 Applicable Law and Disputes

  1. Dutch law applies exclusively to all our offers, agreements, and the execution thereof.

  2. All disputes that may arise as a result of agreements concluded between us and the other party will be settled by the competent court in our place of business.

  3. The Vienna Sales Convention (CISG) does not apply, nor does any future international regulation on the sale of movable property.

    Article 12 Amendments and Supplements

    1. Amendments to these general terms and conditions and any supplementary agreements are only valid if they have been agreed in writing between the parties.

    Article 13 Confidentiality

    1. Both parties are obliged to maintain confidentiality regarding all confidential information they receive from each other or from another source in the context of their agreement. Information is considered confidential if this has been communicated by the other party or if this arises from the nature of the information.

    2. If, based on a legal provision or a judicial decision, we are obliged to provide confidential information to third parties designated by law or by the competent court and we cannot invoke a legal right to refuse to give testimony, we are not obliged to compensate the other party and the other party is not entitled to dissolve the agreement on the grounds of any damage resulting from this.

    Article 14 Termination

    1. Without prejudice to the other party's right to compensation for damages suffered as a result, we are entitled to dissolve the agreement with immediate effect by means of a written statement, without judicial intervention and without being obliged to pay any compensation for damage, in the following cases: a. If the other party does not, not fully or not timely fulfill any obligation arising from the agreement, including but not limited to payment obligations; b. If there is a reasonable suspicion that the other party will not, not fully, or not timely fulfill its obligations under the agreement, and the other party has not provided sufficient security for this; or c. If circumstances arise that are of such a nature that fulfillment of the agreement is impossible or if circumstances otherwise arise that are of such a nature that unaltered maintenance of the agreement cannot reasonably be demanded from us.

    Article 15 Conversion

    1. If any provision of these general terms and conditions or the agreement concluded between the parties is or becomes void or invalid, the other provisions of these general terms and conditions or the agreement will remain in full force and effect. We will then consult on the provision(s) to replace the invalid provision(s), whereby the purpose and intent of the original provision(s) will be taken into account as much as possible.

    Article 16 Interpretation

    1. In the event of a dispute about the interpretation of these general terms and conditions, the Dutch text of these general terms and conditions will prevail.

    Article 17 Filing

    1. These general terms and conditions have been filed at the Chamber of Commerce in [location], the Netherlands.

    Article 18 Date and Entry into Force

    1. These general terms and conditions will enter into force on [date of entry into force] and will remain in force until further notice.

      Article 19 Applicable Law and Disputes

      1. Dutch law applies exclusively to all legal relationships to which we are a party. The applicability of the Vienna Sales Convention 1980 is explicitly excluded.

      2. Any disputes arising from or related to offers made by us or agreements concluded with us will be submitted exclusively to the competent court in [location], the Netherlands, unless the law explicitly designates another court as competent.

      Article 20 Location and Change of Address

      1. The customer is obliged to inform us in writing immediately of any change of address. As long as we have not received a change of address in writing, the customer will be deemed to have his residence, place of establishment, or office at the last address known to us.

      Article 21 Miscellaneous

      1. In case of force majeure, we are not obliged to fulfill our obligations towards the other party, and we are entitled to suspend the execution of the agreement for the duration of the force majeure.

      2. Force majeure is understood to mean any circumstance beyond our control that is of such a nature that compliance with the agreement cannot reasonably be demanded from us, including but not limited to: war, danger of war, civil war, riot, strike, transport difficulties, fire, and other serious disruptions in our company.

      3. We have the right to invoke force majeure if the circumstance that prevents (further) fulfillment occurs after we should have fulfilled our obligation.

      Article 22 Final Provisions

      1. Insofar as not otherwise stipulated by mandatory law, only Dutch law applies to these general terms and conditions.

      2. Any disputes between parties will be submitted exclusively to the competent court in [location], the Netherlands.

      3. These general terms and conditions have been drawn up in both the Dutch and English languages. In the event of any discrepancy between the two versions, the Dutch version will prevail.

        Article 23 Amendments and Modifications

        1. These general terms and conditions may only be amended by means of a written document signed by both parties.

        2. We reserve the right to unilaterally amend or supplement these general terms and conditions. Any amendments or supplements will be communicated to the customer in writing or by email. If the customer does not object to the amendment or supplement within thirty (30) days after receiving the notification, the customer will be deemed to have accepted the amendment or supplement.

        3. If the customer objects to the amendment or supplement within the aforementioned period, the agreement will continue to be governed by the previous version of the general terms and conditions until it expires or is terminated.