Drafted by the Association of Wholesalers in < Industry >, filed with the Chamber of Commerce and Factories in < location > under no. < Number >.  I General  These General Terms and Conditions apply to all offers made by a wholesaler (hereafter referred to as “seller”) and to all agreements concluded between the seller and a client (hereafter referred to as “buyer”), as well as their execution.  Any provisions deviating from these General Terms and Conditions must be agreed upon in writing between the parties and will take precedence over these General Terms and Conditions.  II Offers/Agreements  Offers are non-binding unless they contain a deadline. If an offer includes a non-binding proposal and the buyer accepts it, the seller reserves the right to withdraw the offer within two working days after receiving the acceptance.  An agreement is formed when the seller explicitly accepts the order in a manner customary in the industry.  Offers are one-time and do not apply to reorders.  III Prices  Prices are generally fixed upon acceptance of the order.  Prices are ex-works seller.  The price does not include sales tax (VAT), import duties, other taxes and levies, quality control costs, loading and unloading, packaging, transport, insurance, and similar expenses.  Prices are quoted in Euros unless a different currency is specified on the invoice.  IV Delivery and Delivery Time  Delivery times indicated by the seller are indicative and do not give the buyer the right to dissolution or compensation in case of exceeding, unless otherwise agreed in writing.  If the seller is (partially) unable to fulfill his obligation, he will inform the buyer as soon as possible. If he cannot deliver the entire ordered quantity, he is entitled to make a partial delivery or suspend the execution of the agreement and/or supply other equivalent or similar products in consultation with the buyer.  Unless otherwise agreed in writing, the place of delivery is the storage or processing area of the seller or another location designated by the seller.  Free delivery only takes place if and to the extent that this is stated by the seller on the invoice or the order confirmation.  The seller reserves the right not to execute orders if the buyer has not paid for a previous delivery within the agreed payment period.  If the buyer does not take the ordered products at the agreed time and place, he is in default, and the risk of any loss of quality due to storage is on the buyer. The ordered products are stored at his disposal, at his expense and risk.  However, if after a limited storage period, which can be reasonably considered given the type of product, no acceptance by the buyer has taken place and the risk of quality loss and/or spoilage of the products requires intervention to prevent damage as much as possible, the seller is entitled to sell the products concerned.  Non-compliance by the buyer does not exempt him from the obligation to pay the full purchase price.  The seller is not liable for damage resulting from non-delivery.  V Force Majeure  In the event of force majeure, the seller may either partially or fully terminate the contract or temporarily suspend the delivery.  Force majeure includes, but is not limited to, circumstances such as domestic unrest, war, strikes (including those affecting the supplier), natural disasters, epidemics, terrorism, weather conditions, traffic conditions like roadblocks, roadwork, or traffic jams, fire, government actions, or similar events.  VI Packaging  Packaging will be done in the manner customary in the wholesale trade and is determined by the seller acting as a reasonable merchant unless otherwise agreed upon in writing between the parties.  One-time packaging will be charged at cost.  Reusable packaging and other durable materials (e.g., cardboard boxes, containers, stack carts, etc.), which remain the property of the seller, will also be charged at cost and must be returned. The cost of return shipping will be billed separately to the buyer. If the returned material is in good condition within 30 days from the invoice date, a credit will be issued for the charged costs, possibly reduced by an agreed-upon usage fee.  Concerning durable packaging material that has been loaned to the buyer, the seller reserves the right to charge the buyer for this material and any resulting damages if it is not returned.  If a deposit is charged, it will be offset after the concerned material is returned in good condition. The cost of return shipping will be billed to the buyer.  VII Claims  Complaints regarding visible defects in delivered products must be reported to the seller immediately after discovery, or at least within 24 hours of receiving the products. Confirmation in writing must follow any telephone notifications within two days. Visible defects must also be noted immediately upon delivery on the transport documents.  Complaints regarding non-visible defects must be communicated to the seller immediately upon discovery and confirmed in writing within 24 hours if not initially reported in writing.  The complaints must at least contain:  A detailed and precise description of the defect;  Information on any further facts which demonstrate that the delivered and rejected products are identical.  The seller must always be given the opportunity to verify the accuracy of the reported defects on-site and/or to take back the delivered items. Products must be kept in their original packaging.  Complaints about part of the delivered products cannot lead to the rejection of the entire delivery.  After the expiry of the specified periods, the buyer is deemed to have approved the delivered items and the invoice. Subsequent claims will not be entertained by the seller.  VIII Liability  The seller is not liable for any damage suffered by the buyer unless the buyer proves that the damage resulted from intentional misconduct or gross negligence on the part of the seller.  Deficiencies concerning any phytosanitary or other import requirements in the destination country do not entitle the buyer to compensation or termination of the contract unless the buyer had previously informed the seller in writing.  The seller is never liable for any business disruption, delay damages, loss of profit, or other consequential damages to the buyer. If the seller is nevertheless obliged to compensate for damages, liability is expressly limited to the invoice amount, excluding VAT, for the portion of the delivery causing the damage.  IX Payment  Payment must be made, at the seller’s option:  Cash on delivery, or  By transfer to a bank account designated by the seller within 14 days from the invoice date, or  By automatic debit. Any bank charges will be passed on to the buyer.  The buyer is not authorized to deduct any amount from the purchase price due to a counterclaim. The buyer cannot suspend payment based on complaints about the delivered items.  The buyer defaults merely by the expiry of the agreed payment term. The seller then has the right to immediately terminate the contract by a single notification to the buyer without any obligation to compensate for any effects this might have on the buyer.  In case of buyer’s default, the seller is entitled to charge < Interest >% interest per month or, if higher, the statutory interest from the due date of the invoice until full payment is made.  The seller also has the right to charge any resulting exchange rate loss in case of buyer’s default.  If payment is to be obtained through third parties, the resulting legal and/or extrajudicial costs—with a minimum of < Percentage >% of the outstanding amount—are immediately due and payable by the buyer.  X Retention of Title  All delivered products remain the property of the seller until all claims by the seller against the buyer have been fully settled.  Until the products are paid for, the buyer is not permitted to pledge them or use them as collateral in any way. If third parties attempt to seize these products or otherwise claim them, the buyer must immediately inform the seller.  In exercising the seller’s rights under retention of title, the buyer must fully cooperate upon first request and at their own expense. The buyer is liable for all costs incurred by the seller in connection with the retention of title and any related actions, as well as for any direct and indirect damages suffered by the seller.  For products intended for export, the property laws of the destination country will apply as soon as the products arrive. In such cases, in addition to points 1-3:  In the event of buyer’s default, the seller has the right to immediately take possession of the delivered products and associated packaging and transportation materials and dispose of them as they see fit. This implies termination of the relevant contract if the law requires it.  The buyer has the right to sell the products in the normal course of business. Any claims arising from the sale to a third party are immediately assigned to the seller, who accepts the assignment and reserves the right to collect the claim if the buyer fails to meet payment obligations.  The buyer has the right to process the products in the normal course of business, either alone or combined with other products. The seller obtains (co-)ownership of any resulting new product, which the buyer immediately assigns to the seller, who accepts it.  If the law requires the seller to release a portion of the collateral when its value exceeds the outstanding claims by a certain percentage, the seller will comply once the buyer requests it and it is apparent from the seller’s accounting.  XI Applicable Law / Disputes  Dutch law applies to all offers and agreements to which these General Terms and Conditions wholly or partly relate, and the provisions of the Vienna Sales Convention are explicitly excluded.  Disputes arising from or related to offers and/or agreements subject to these terms can only be submitted to a Dutch court with jurisdiction over the area where the seller is located. The seller reserves the right to bring disputes before the competent court in the area where the buyer is located.  Notwithstanding clause XI.2, the seller and the buyer may agree to submit any disputes to an arbitration panel operating under the Arbitration Rules of the Dutch Arbitration Institute, whose decision will be binding on both parties.  XII Final Provision  In cases not covered by these General Terms and Conditions, Dutch law will also apply.  If any part or provision of these General Terms and Conditions is found to be invalid under Dutch law due to conflict with any mandatory provision, the remaining provisions will continue to bind the parties. A provision closest to the original intent of the invalid provision will be considered as agreed upon by the parties, or one that approximates that intent as closely as possible.