GENERAL TERMS AND CONDITIONS OF DELIVERY
1.1 The present General Terms and Conditions of Delivery of degoede.com bv (“General Terms and Conditions of Delivery”) are applicable to and form an integral part of all designated offers and the offers of degoede.com bv, of each acceptance, confirmation and authorisation by degoede.com bv of orders placed by the Buyer and of all agreements (“Agreement”) concerning the sale by degoede.com bv and the purchase by the Buyer of goods and services (“Products”), unless and insofar as it is explicitly agreed differently with degoede.com bv.
1.2 Any terms and conditions and stipulations which are stated in any document or any documents that the Buyer issues before or after the issue by degoede.com bv of any document in which the present General Terms and Conditions of Delivery are clarified or reference is made to the General Terms and Conditions of Delivery are hereby explicitly rejected and put aside by degoede.com bv and the concerned terms and conditions and stipulations are entirely not applicable to any sale to the Buyer by degoede.com bv and are in no manner whatsoever binding for degoede.com bv.
2 Offer and acceptance
2.1 Each offer is entirely non-binding, unless explicitly stipulated differently, and must be regarded as one entirety.
2.2 The Buyer can accept the offer during a term of fourteen (14) days after the date of the offer, except for another explicitly stated term for acceptance.
2.3 Each offer can be withdrawn or recalled by degoede.com bv before receipt by degoede.com bv of the message of acceptance of the concerned offer by the Buyer.
2.4 An Agreement is only concluded after acceptance of the offer by the Buyer and a written confirmation of the order by degoede.com bv, or after degoede.com bv has started the fulfilment of the agreement.
2.5 If by circumstances, including the nature, scope or urgency of the order, no order confirmation has been sent, then the invoice of degoede.com bv must be regarded as an order confirmation.
2.6 Each Agreement is concluded by degoede.com bv under the suspending condition that the Buyer – and such solely at the discretion of degoede.com bv – proves to be sufficiently creditworthy for financial compliance with the Agreement.
2.7 Changes in the Agreement must be agreed in writing by the Parties. These changes as well as the necessary extra activities, as a consequence of incorrect or incomplete data or insufficient cooperation of the Buyer, will be regarded as extra work and will as such be for the account of the Buyer.
2.8 Dissolution and cancellation of the Agreement by the Buyer is only possible if degoede.com bv agrees thereto in writing. Then, the Buyer is obliged to
compensation of the costs made by degoede.com bv for the preparation – and partial – execution, as well as to compensation of the detrimental financial consequences for degoede.com bv because of the non-execution of the Agreement. These compensations jointly shall amount to at least 10% of the agreed concerned order price.
2.9 All documents concerning designated offers issued by degoede.com bv are and remain the property of degoede.com bv and may without its written permission not be passed on to third parties, be given for viewing or copied in whichever manner.
3.1 The prices stated in an offer, confirmation or Agreement are in euros and are exclusive of taxes, duties or similar levies which now or at any future moment in time According to the law will be applicable to the products.
3.2 Prices and rates that are not expressed in euros are based on the exchange rates applicable on the moment of the offer in the Netherlands. Upon a change of an exchange rate to the detriment of degoede.com bv the latter is authorised to increase the prices or rates agreed with the Buyer accordingly, without to be held to make a change known to the Buyer in advance.
3.3 The stated prices are based on delivery ex-works (INCOTERMS, most recent version) from the production location of degoede.com bv or another location to be designated by degoede.com bv, unless agreed differently in writing between the Buyer and degoede.com bv.
3.4 degoede.com bv shall increase the selling price with taxes, duties or similar levies if degoede.com bv according to the law is obliged or has the possibility to collect or contribute these and the Buyer shall pay these together with the price.
3.5 degoede.com bv is authorised to separately bring into account to the Buyer in the costs connected with activities executed by third parties which are not explicitly included in the price issued by degoede.com bv.
4.1 Unless differently agreed in writing between degoede.com bv and the Buyer, degoede.com bv can bring the price of the delivered products into account to the Buyer after delivery of the products in accordance with the applicable INCOTERMS.
4.2 Net payment is due within thirty (30) days after the date of the invoice, unless agreed differently in writing between degoede.com bv and the Buyer.
4.3 degoede.com bv is at all times authorised to request an advance or cash payment on delivery of the Products to be delivered and/or to require surety for the payment thereof.
4.4 All payments must be transferred to the stated address of degoede.com bv.
4.5 Each payment is deemed to be a payment of any possibly due interest and/or costs and subsequently of the oldest yet outstanding invoice, irrespective of whether at the payment, whether or not explicitly, it is stated differently.
4.6 If delivery takes place in instalments, then each instalment can be brought into account separately and this must be paid on the due date. No discount for early payment is granted, unless degoede.com bv has agreed with such a discount in writing.
4.7 If the Buyer has not, not timely or only partially complied with his/her payment obligations, then he/she is deemed by law to be in default and the due amount is payable upon demand towards degoede.com bv without further notice of default and the Buyer is liable to pay interest over the due amount, equal to the statutory commercial interest rate. degoede.com bv is authorised in prevalent cases to suspend the execution of the Agreement until the payment is received.
4.8 All judicial and extrajudicial costs connected with the collection of any claim on the Buyer will be for the account of the Buyer. Hereunder, it will in any case be understood as the declarations of collection agencies, bailiffs, lawyers and experts. The extrajudicial costs are furthermore deemed to amount to at least 15% of the amount to be claimed, with a minimum of EUR 750,00.
4.9 If the Buyer is in default with the payment of any due costs or charges, or is otherwise in default, then degoede.com bv has the right to refuse the execution of the Agreement and/or delivery of Products until the Buyer has paid the due amounts and degoede.com bv can proceed to suspension, delay or termination of delivery or any other act or performance by degoede.com bv in the framework of the Agreement. All costs of storage, as well as other prevalent costs, made in this framework will be for the account of the Buyer. This right shall apply in addition to and will not replace any other rights and legal means which apply or are at the service on the basis of the Agreement or the law.
4.10 All deliveries with which degoede.com bv has agreed are at all times dependent om the establishment of the required creditworthiness of Buyer by degoede.com bv. If in the opinion of degoede.com bv the financial situation of the Buyer at any time is such that it is not responsible to proceed to production or delivery of products on basis of the abovementioned payment conditions, then degoede.com bv can stipulate full or partial payment in advance or other payment conditions as a condition precedent for delivery and degoede.com bv can proceed to suspension, delay or termination of provision of credit, delivery or any other act or performance on the side of degoede.com bv in the framework of the Agreement.
4.11 The Buyer is never authorised to suspend payment of any invoices or to set these off against any claim on degoede.com bv.
5.1 Products are delivered ex-works (INCOTERMS, most recent version) as designated by degoede.com bv, unless agreed differently in writing. The transport costs and insurances are for the account of the Buyer. The risk is transferred to the Buyer at the moment of delivery as soon as this has to take place on the basis of these General Terms and Conditions of Delivery.
5.2 The delivery term starts after confirmation by degoede.com bv of the order of the Buyer, but not sooner than after receipt by degoede.com bv of all the data required for the execution of the Agreement and – if agreed – payment by the Buyer of the purchase price or the agreed term(s) or bank guarantee.
5.3 Delivery terms are, unless explicitly agreed to differently in writing, only given by approximation and are not regarded as fatal terms. degoede.com bv cannot be held liable for that, nor be deemed to be in default on the basis thereof as to the compliance with its obligations towards the Buyer.
5.4 degoede.com bv can at its own discretion deliver that part of the order that is already ready or wait until the entire order is ready.
5.5 If the Buyer does not, or not in a timely manner, comply with any obligation deriving from this or from another Agreement, connected with the order, then degoede.com bv is authorised to suspend the execution, without that degoede.com bv can be held to any compensation for damages. The delivery time is extended with the time that the Agreement is thus suspended.
5.6 The Buyer must notify degoede.com bv in writing if delivery has not taken place and must grant degoede.com bv a term of thirty (30) days to amend the default. If degoede.com bv does not deliver within this term of thirty (30) days, then the Buyer has as only and exclusive legal means the possibility to dissolve the concerned not executed of the Agreement.
5.7 Exceeding of the delivery term as a consequence of Force Majeure gives neither of the Parties right to compensation for damages or to the noncompliance with any obligation deriving from this Agreement or from another Agreement related with the order, or to dissolution of the Agreement.
5.8 In case of exceeding the delivery term, other than by Force Majeure, the party by whose fault or for whose risk the exceeding has taken place, the payment of compensation for damages can be claimed in accordance with the following:
a) The compensation for damages due by degoede.com bv will be set at the amount of the actual damage incurred directly by the Buyer insofar as it shall be demonstrated satisfactorily; and
b) The total compensation for damages due by degoede.com bv shall in no case amount to more than 10% of the agreed price for the concerned order.
5.9 If the Buyer issues an expectation with regard to the Products to be purchased and degoede.com bv by consequence reserves production capacity, then the Buyer is obliged to take off at least 75% of the issued expectation. If the Buyer takes off less than the minimum stated before, then degoede.com bv is authorised to bring the difference into account to the Buyer.
5.10 Products that after the expiry of the delivery term have not been taken off by the Buyer, remain at the disposal of the Buyer and will be stored by degoede.com bv for the account and the risk of the Buyer. Products shall be stored for a period of a maximum of six (6) months. After the expiry of this term, degoede.com bv is authorised to destroy the products or to reuse them in a manner to be determined by degoede.com bv. This, however, leaves the payment obligation of the Buyer unaffected.
5.11 If the production of degoede.com bv is limited by any cause, then degoede.com bv has the right to divide the available production and products entirely at its own discretion over its clients and this can lead thereto, depending on the given situation, that to the Buyer less products will be sold and delivered than is recorded in the Agreement.
5.12 The Buyer must report transport damage directly after receipt of the products to the transporter and send a copy thereof to degoede.com bv.
6 Retention of title
6.1 Title to the products shall remail vested in degoede.com bv and shall not pass to the Buyer after satisfaction by the Buyer of all that degoede.com bv has to claim as a counter performance for the Products delivered or to be delivered by degoede.com bv to the Buyer on the basis of the Agreement inclusive of interest and costs, including the claims resulting from failure to comply with the Agreement.
6.2 The Buyer is required to keep and/or make the goods on which a retention of title for the benefit of degoede.com bv rests, as identifiable and to keep these separate from each other and from the goods otherwise being with the Buyer.
6.3 If and for as long the title of the delivered goods by degoede.com bv has been retained, it is not permitted for the Buyer to alienate these goods, other than in the normal course of business, or to vest any limited proprietary rights. Under normal course of business it is, however, not understood as liquidation sales, sales against dump prices and so forth.
6.4 The Buyer has a duty of care with regard to the goods that falls under the retention of title and must insure and keep insured these goods against all risks customary in the industry, including theft, damage and destruction. At the conclusion of these insurances a right of lien is vested for the benefit of degoede.com bv concerning a pay-out of damage and loss of the products on which a retention of property rests, which pay-out comes in the stead of these products.
6.5 If the Buyer fails to comply with his/her payment obligations towards degoede.com bv or degoede.com bv has good grounds to fear that he/she will fail to comply in those obligations, then degoede.com bv is authorised to repossess the goods delivered under retention of title.
6.6 In order to enable degoede.com bv to be able to exercise the right to repossession mentioned in the previous section, the Buyer hereby already where the goods are located. The costs of return of the goods are for the account of the Buyer.
6.7 If the Buyer despite a written summation thereto, refuses to give his/her cooperation to the repossessing of the delivered products, then the Buyer is in default in that matter and shall forfeit a immediate contractual fine payable upon demand of EUR 50,00 per day that he/she is/remains in default therewith.
6.8 The aforementioned stipulations leaves the other rights belonging to degoede.com bv unaffected. More in particular degoede.com bv reserves the copyright and designright with regard to all models, drawings, sketches, designs, photos, films, images, texts, descriptions, manuals, ideas etc. manufactured by degoede.com bv.
6.9 With regard to a Buyer located in Belgium instead of article 6.1 it applies that in case of non-payment on the due date the sale by degoede.com bv can be regarded as invalid by law and without summation. The title to the goods remains with degoede.com bv until full payment of the price. All risks will be for the account of the Buyer. Possible paid advances remain acquired by degoede.com bv as compensation for possible losses on resale. Article 6.2 up to and including 6.8 are equally applicable.
6.10 With regard to a Buyer located in the Federal Republic of Germany, shall instead of the articles 6.1 up to and including 6.8 the retention of title recorded in the articles 6.11 up to and including 6.16 apply.
6.11 As Property of the delivered goods shall, as security for all claims that degoede.com from the present and future business relation up to the settlement of the balances has against the Buyer and this group companies, will be reserved. Our Property also includes the new goods that have emerged as a consequence of the treatment of the goods that fall under the retention of property. The Buyer creates the new goods, while excluding his/her own acquisition of Property for the benefit of degoede.com bv and keeps them for degoede.com bv . Because of this, he/she does not acquire any claims towards degoede.com bv .
6.12 Goods under retention of property jointly with goods of other suppliers, of which the property rights continue with the new goods, will render degoede.com bv Together with these suppliers, excluding the joint property rights of the Buyer, joint property rights regarding the new goods, whereby the share in the joint property of degoede.com bv reflects the accounting value of the goods under the retention of property of degoede.com bv to the joint accounting value of all joint goods under retention or property that were processed.
6.13 The Buyer assigns to us as a surety his/her claims from the alienation of the goods under retention of property under present and future deliveries from degoede.com bv with the joint accessory rights proportional to the share in property of degoede.com bv .
6.14 In case of processing in the framework of a agreement to execute works, shall the wages claim to the amount of the invoice of degoede.com bv be assigned to us, for the goods under retention of property that were processed will now. For as long as the Buyer complies in an orderly manner with his/her obligations from the business relation with degoede.com bv, he/she may dispose of the goods that are the property of degoede.com bv in an orderly conduct of enterprise and collect the claims assigned to degoede.com bv by him or herself.
6.15 In case of a payment default or well-founded doubts about the payment ability or creditworthiness of the Buyer, degoede.com bv it is authorised to collect the assigned claims and repossess the goods under retention of property.
6.16 Payment by check/promissory notes will only be regarded after cashing the promissory note by the Buyer as satisfaction.
7.1 degoede.com bv warrants that the products at the time of delivery to the Buyer and during a period of six (6) months from the delivery date shall be free of defects and that the products can be used for the purpose for which they have been manufactured. The used parts meet the norms that have been set for it and are in accordance with possibly provided or known specification.
7.2 The Buyer is obliged with regard to the delivered products within 24 hours after delivery to conduct an inspection on the possible shortcomings and to make these known without delay but within three (3) days after delivery in writing and by registered mail to degoede.com bv, in the absence of which degoede.com bv is deemed with regard to the delivered products to have fully complied with its obligations and shall any rights of Buyer in that regard become forfeit.
7.3 Hidden defects must be made known in writing by the Buyer to degoede.com bv within five (5) days after the day on which the defects have been discovered, or at least within five (5) days after the defect should have reasonably been discovered.
7.4 If and insofar as there is an instance of a timely submitted complaint, whereby the proof of timely submission as well as the correctness of the complaint lies with the Buyer, that has been accepted and found well-founded by degoede.com bv then the Buyer must within eight (8) days after acceptance of the complaint return the products to degoede.com bv, whereby the products are accompanied by a return advice in which the date and number of the delivery invoice and the reason for returning are stated. Subsequently, degoede.com bv is required to replace the originally delivered products by products of the agreed quality or to repair products, or grant
compensation at the discretion of degoede.com bv. Any other or further liability of degoede.com bv is excluded.
7.5 degoede.com bv shall be granted a reasonable term for the repair, replacement or granting of compensation. The products that are defective or not compliant with the specifications become the property of degoede.com bv as soon as these have been replaced or compensation has been granted.
7.6 If reclamations prove not to be well-founded, then the costs of the examination, testing, transport and processing can be brought into account to the Buyer, under the obligation for the Buyer to take back the products under reclamation for his own account and risk.
7.7 Reclamations about invoices or scope of delivery must be sent within fourteen (14) days after the date of the invoice in writing under the precise statement of the nature and grounds of the reclamation(s) to degoede.com bv.
7.8 Complaints with regard to shortfalls and damage to a shipment received by or on behalf of the Buyer must be noted on the freight bill, and in the absence of which each complaint in that respect becomes forfeit.
7.9 In case of reclamation, the Buyer is not authorised to suspend the compliance with his/her obligations towards degoede.com bv. 7.10 Notwithstanding the above, degoede.com bv has no obligations on the basis of the warranty if it shows that the alleged defect or non-compliance with the specifications is due to testing under special circumstances of use, wrong use, use in another manner than described in the user manual, insufficient care or an accident, or to improper modifications or changes or
storage or erroneous transport, or incorrect treatment of the product.
7.11 The explicit warranty as clarified in the above applies directly for the Buyer and not for his/her customers, agents or representatives and comes instead of all other warranties, of an explicit or implicit nature, including but not limited to, possible implicit warranties with regard to suitability for a certain purpose, saleability, absence of a violation of intellectual property rights. All other warranties are hereby specifically rejected by degoede.com bv.
8.1 The total liability of degoede.com bv because of imputable shortcoming in the compliance with the Agreement is limited to compensation of the material and direct damage to a maximum of 50% of the amount of the price agreed separately for the concerned order.
8.2 degoede.com bv can solely be held liable for that direct damage for which it has accepted explicitly liability in these General Terms and Conditions of Delivery . degoede.com bv is not liable for missed profits, missed savings, loss of reputation, loss of goodwill, compensations of damage of an indirect, additional or special nature.
8.3 degoede.com bv accepts no liability whatsoever for improper parts or components of products, which components or parts have been produced by a
third party upon the instruction of the Buyer, if and insofar as this improperness is the consequence of incorrectness respectively imperfections in the design provided by the Buyer to degoede.com bv as well as for violations that that design makes on the rights of third parties.
8.4 The Buyer safeguards degoede.com bv from all claims of third parties because of product liability as a consequence of a defect in a product that is delivered by the Buyer to a third party and that partially consisted of products delivered by degoede.com bv, except for if and insofar as the Buyer proves that the damage is caused by the products delivered by degoede.com bv. degoede.com bv can in no manner whatsoever be held liable for any defect to products, insofar as these products have not been manufactured by degoede.com bv itself, though not upon the explicit request of the Buyer to degoede.com bv have been manufactured by third parties, such including
among others labels, leaflets manuals or otherwise.
8.5 degoede.com bv accepts no liability whatsoever for a case in which the event that is the foundation of the claim has occurred as a consequence of a deliberate act of the Buyer or could have been prevented by the Buyer.
8.6 A possible claim of the Buyer for compensation for damages must be submitted by him/her within ninety (90) days after the date of the event that is the foundation of the claim, while a possible lawsuit with regard to such a claim must be started within one (1) year after the date of the claim. Claims which are not submitted in compliance with these stipulations are void.
9 Force Majeure
9.1 degoede.com bv is not liable for any default or any delay in the execution of an Agreement if:
a) the default or the delay is due to interruptions in the production process of the products; or
b) the default or the delay is due to Force Majeure as described in the following or in the law.
9.2 If a default or delay occurs as referred to above, then the execution of the relevant part(s) of the Agreement is suspended for as long as the concerning default lasts, whereby however for degoede.com bv no responsibility or liability emerges towards the Buyer for possible damage deriving therefrom.
9.3 "Force Majeure" refers to circumstances or events – whether or not foreseen at the time of the conclusion of the Agreement – which according to the standards of reasonableness are outside the influence of degoede.com bv and as a consequence of which reasonably no compliance with its obligations can be required. This definition also covers Force Majeure and/or default by one of the suppliers of degoede.com bv.
9.4 There is an instance Of Force Majeure in any case, but not solely, in case of fire, flooding, strikes, epidemics, (civil) war, uproar, floods, water damage, terrorism, government measures, not (timely) being available for licences, trade embargos, work riots, power cuts, enterprise disruptions, transport difficulties, unforeseen technical complications, default by or delay at the side of suppliers and subcontractors of degoede.com bv and the not (timely) or insufficiently being available of materials, transport, fuels, energy and work force.
9.5 If the situation of Force Majeure continues to exist during a period of three (3) consecutive months (or if in reasonableness it is expected by degoede.com bv that the delay shall spread over a period of three (3) consecutive months), then degoede.com bv has the right to dissolve the Agreement entirely or partially, without the arising of any liability towards degoede.com bv.
9.6 If degoede.com bv, at the emergence of a Force Majeure situation, has already partially complied with the agreed obligations, then degoede.com bv is authorised to invoice the already executed activities separately and inbetween and the Buyer must pay this invoice as if it concerned a separate transaction.
a) The Buyer does not fully or correctly comply with any obligation towards degoede.com bv;
b) The Buyer is declared bankrupt or a request thereto has been filed, suspension of payment has been filed for or granted, application of the statutory debt restructuring (WSNP) has been requested or granted;
c) (conservatory) attachment has been put on all, or a part of the, assets of the Buyer;
d) The Buyer on the basis of a court ruling has become legally incapable or has been deprived of his liberty;
e) The Buyer is dissolved or liquidated, splitting or merger takes place or, if it concerns a natural person, dies;
f) The Buyer proceeds to cessation or transfer of his/her enterprise or an important part thereof, including the introduction of is enterprise into another enterprise;
g) The data provided by the Buyer to degoede.com bv does not reflect the actual situation;
degoede.com bv has the right by the sole occurrence of the earlier mentioned circumstances, without any notice of default or intervention of the courts is required, to regard the Agreement as dissolved and to claim back the delivered as its own property.
10.2 As soon as one of the above events occurs, then all payments to be executed by the Buyer in the framework of the Agreement become immediately due and payable upon demand.
10.3 Furthermore, degoede.com bv has at all times the right to claim from the Buyer compensation for damages.
11 Intellectual property
11.1 All rights of industrial and intellectual property on (parts of) goods that belong to degoede.com bv (inclusive of possible documentation) belong to degoede.com bv. Unless agreed explicitly differently by degoede.com bv, no right of use or licence is granted to the Buyer with regard to industrial and intellectual property rights that degoede.com bv owns or has on the basis of a licence.
11.2 It is not permitted, without the prior written permission of degoede.com bv, to introduce any change in the products of degoede.com bv or the packaging thereof and/or to apply thereto his/her own brand(s) or trade name(s) or other or otherwise violate or cause damage to the industrial and intellectual properties of degoede.com bv.
11.3 The Buyer warrants towards degoede.com bv that he/she has all the rights - including industrial and intellectual property rights - on the materials delivered or made available by the Buyer to degoede.com bv required for compliance with the obligations of degoede.com bv on the basis of the Agreement and/or that the Buyer has the right to allow degoede.com bv to dispose over said materials and to use these as set forth in the Agreement.
11.4 degoede.com bv accepts no liability towards the Buyer because of any violation as referred to in this article if the violation relates to the fact that degoede.com bv, as instructed by the Buyer, has modified or changed the concerning products, or has let these actions be executed by third parties.
11.5 degoede.com bv reserves all rights in all computer programs, specifications and/or data which have been used or developed by degoede.com bv for the execution of the Agreement, irrespective of whether said computer programs, specifications or data have been developed by degoede.com bv for the delivery of products to the Buyer on the basis of the Agreement or otherwise.
11.6 degoede.com bv reserves all rights on treatments, including but not limited to all model, test and other treatments produced by degoede.com bv, irrespective of whether these have been produced for the delivery of products to the Buyer on the basis of the Agreement or otherwise.
12 Export/import regulation
12.1 If for the delivery of products in the framework of the Agreement an export or import licence must be granted by a government and/or any government entity on the basis of any of applicable law or regulation, or the delivery otherwise is limited or forbidden because of laws or regulations concerning export or import regulation, degoede.com bv can proceed to suspension of its obligations and the duties of the Buyer with regard to the concerned delivery until the required licence is granted, or for the duration of the concerned limitation and/or the concerned ban. In addition, degoede.com bv can terminate the Agreement without being held because of it to any
obligation towards the Buyer.
12.2 Furthermore, must degoede.com bv, if a declaration regarding the enduser is required (end-user statement), notify the Buyer thereof without delay and must the Buyer provide this document to degoede.com bv upon first request thereto of degoede.com bv.
12.3 If an import licence is required, then the Buyer must notify degoede.com bv thereof without delay and must the Buyer provide this document to degoede.com bv as soon as it becomes available.
12.4 By accepting the designated offer of degoede.com bv, by the conclusion of an Agreement and/or by taking into receipt of products, the Buyer agrees that he must refrain from any manner of making use of the products and/or related documentation if he/she because of it would violate any laws or regulations concerning export or import regulation.
13.1 Each of the Parties warrants that all information of a confidential nature before and after the conclusion of the Agreement which is received from the counterparty shall remain secret and shall not be used for any other purpose than about which Parties have reached an agreement within the framework of the Agreement. Information shall in any case be regarded as confidential if this has been designated as such by one of the Parties.
13.2 Except for prior written approval by degoede.com bv, it is not permitted for the Buyer to make known in publications, advertisements and otherwise in written or verbal form in which manner he/she does and/or has done business with degoede.com bv.
13.3 All data, specifications or other information made available for the execution in the framework of the present Agreement to the Buyer will be regarded as confidential information.
13.4 The Buyer must if so requested hand over the confidential information as well as all copies or other reproductions thereof without delay to degoede.com bv.
14 Applicable law and settlement of disputes
14.1 The Laws of the Netherlands govern these General Terms and conditions of Delivery, as well as all designated offers, confirmations and agreements, with the exception of the articles 6.11 up to and including 6.16, on which the law of Germany shall be applicable.
14.2 The Buyer and degoede.com bv must in the first instance try to resolve a dispute via consultation and negotiation with each other in good faith and in a sphere of joint cooperation, which dispute derives from or relates with any Agreement.
14.3 All disputes which cannot be resolved amicably must be submitted to the exclusive jurisdiction of a Dutch court. With regard to disputes between degoede.com bv and buyers located in Germany, the German court in the town of residence of the Buyer shall also be competent.
The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG; Vienna Sales Convention) is excluded.
14.4 Nothing of what is included in this article may be designated or interpreted as a limitation of the right of either degoede.com bv or the Buyer to obtain on the basis of the applicable legislation a court ruling or another court measure or to take steps for the safeguard of the possibility to take recourse on the other party.
15 Other stipulations
15.1 If as a consequence of the findings of a competent court or as a consequence of any future act of legislative or governmental organ, one or more stipulations from the present General Terms and Conditions of Delivery lose their validity or cannot be maintained, then this leaves the validity or enforceability of the other stipulations unaffected.
15.2 If in the last instance it is concluded that any stipulation of the present General Terms and Conditions of Delivery is not legally valid or enforceable, then the concerned stipulation is deemed to be removed from these General Terms and Conditions of Delivery, but shall all other stipulations remain fully valid and in force and shall the stipulation that is deemed to be not legally valid or enforceable, be replaced by a stipulation of a similar tenor, that reflects the original intention of the stipulation, insofar this is lawfully permitted.
15.3 If one of the Parties omits to making use of any right or legal means on the basis of the Agreement, or only makes use of it after expiry of time, then this may not be interpreted as a waiver of that right or legal means.
15.4 Neither can any single instance of making use, or partial making use, of such a right or legal means lead to the exclusion of any further or future making use thereof or to the exclusion of making use of any other right or legal means on the basis of the Agreement or any related document or the law.
15.5 The Buyer is not authorised to assign or delegate his/her rights or obligations on the basis of the Agreement, without the prior written permission of degoede.com bv, which permission shall not unreasonably be withheld.
15.6 If degoede.com bv has concluded one Agreement with two or more (legal) persons, in which each of these (legal) persons is jointly and severally liable for the Complete compliance with the legal obligation that derives for them from this Agreement. There is also an instance of concluding one Agreement with two or more (legal) persons if degoede.com bv is requested to address deliveries and/or invoices to affiliated companies. The latter shall then also be regarded as having committed to joint and several liability. Upon first request, these (legal) persons shall sign a declaration in which they confirm that they have committed to joint and several liability for compliance with the legal obligations on the basis of the Agreement.
15.7 The text of the Dutch version of these General Terms and Conditions of Delivery shall prevail in case of a translated version thereof.