General terms and conditions

1. General 

1.1 These general terms and conditions form part of every sales agreement concluded between the seller (SHM Groep B.V. and its affiliated trade names) and the buyer, or any other agreement involving the supply of goods and/or services, unless expressly agreed otherwise in writing. 

1.2 The application of any terms used by the buyer is hereby excluded, unless agreed otherwise in writing. In the latter case, if there is a conflict between these terms and the buyer's terms, these terms shall prevail. 

2. Offers/orders 

2.1 All offers, in whatever form, are non-binding unless agreed otherwise. 

2.2 Orders are only binding on the sellers once they have been confirmed in writing by the sellers, or upon actual performance. 

2.3 Until delivery, the seller may set a reasonable minimum order quantity. 

2.4 Samples, examples or single-piece orders per brand and/or product must be accepted and paid for at all times, unless agreed otherwise in writing in advance. This also applies where the sample and/or example possibly relates to a follow-up order, regardless of whether the latter goes ahead. These items expressly cannot be returned. 

2.5 All pre-printed clothing, specials and made-to-measure clothing for the customer for which the seller holds stock must be accepted at all times. These items expressly cannot be returned. 

3. Right of withdrawal, distance selling (consumers only) 

3.1 The consumer is obliged to inspect the products carefully immediately upon receipt (or have them inspected). The consumer has the right to exercise a right of withdrawal, without giving reasons, within fourteen (14) days after delivery of the product concerned. Excluded from this right of withdrawal are personalised products, hygiene products, software or other products whose seal has been broken, or other personalised products.  

3.2 If the consumer exercises the right of withdrawal, the product will be returned to the seller with all accessories supplied and, where reasonably possible, in its original condition and packaging. If the product is damaged or the packaging is more damaged than necessary to sell the product, the seller may charge this loss in value to the consumer. Please therefore handle the product with care and make sure it is well packed when returned.

3.3 The return shipment must be in the seller's possession no later than the 14th day after the seller has sent the return information. The products to be returned must be sufficiently stamped; for this purpose a return label is provided, the cost of which will be deducted from any refund of the purchase amount. The risk of shipping and the proof thereof lie with the consumer.  

3.4 If the consumer has exercised the right of withdrawal as set out in the preceding paragraphs, the seller shall ensure that the purchase amount paid by the consumer is refunded within 14 days of receipt of the return, less any return costs.  

4. Prices 

4.1 All prices are exclusive of VAT, unless agreed otherwise or expressly stated. 

4.2 If no price was expressly agreed upon conclusion of the agreement, the price stated in the price list or circular in force at that time applies. 

4.3 A composite price quotation does not oblige the seller to supply part of the goods included in the offer or quotation at a proportionate part of the stated price. 

4.4 Offers and/or quotations do not automatically apply to repeat orders. 

5. Price increases 

5.1 The seller is entitled to increase the agreed price of goods still to be delivered if, after the quotation or after the conclusion of the agreement, the costs of raw materials, auxiliary materials and exchange rates, expressed in the currency of the agreed price, have increased. 

6. Delivery/delivery times 

6.1 Delivery of the goods is carriage paid to the door, unless the order is of small size or agreed otherwise in writing. Carriage-paid delivery means no more than that the freight is for the seller's account up to the buyer's unloading point.

6.2 The delivery address must be reasonably accessible to the means of transport that are generally customary for deliveries. The buyer must ensure sufficient loading and unloading facilities at the delivery address. For unloading the goods and loading any return freight, the buyer shall make sufficient personnel and (mechanical) aids available free of charge. The buyer shall do everything possible to ensure that the waiting time between the moment of notification of arrival at the delivery address and the moment at which unloading of the goods to be delivered can begin is kept to a minimum. 

6.3 Mere exceeding of the agreed delivery period shall not constitute default on the part of the seller. In that case, however, the buyer shall be entitled to demand that delivery still takes place within a reasonable period, failing which, subject to article 12, the buyer is entitled to dissolve the agreement unilaterally by registered letter for the part not performed. The buyer does not have this right if he is in default himself. 

6.4 The seller has the right at all times to deliver the goods cash on delivery or to receive advance payment or security in the form he desires. 

6.5 Returns are only permitted if the seller has expressly given written permission. 

6.6 The seller is entitled to deliver and invoice orders in parts, unless agreed otherwise in writing. 

6.7 The buyer must inform the seller fully and correctly about (the scope of) the work to be carried out. If it appears that the information was incomplete or incorrect and as a result the seller has to incur additional costs, these costs, including man-hours (EUR 45.00 per hour excl. VAT), additional material costs and transport costs, will be charged by the seller to the buyer. 

7. Samples or models 

7.1 If a sample or model has been shown or supplied to the buyer, it is presumed to have been supplied merely as an indication, without the goods being required to conform to it, unless it is expressly agreed that the goods will correspond to it. The products offered and shown are depicted and described clearly and as completely as possible
and truthfully, as may reasonably be expected. 

7.2 If the buyer expressly requests the sending of samples, these must always be paid for, including any shipping costs.  

7.3 Specially requested samples must always be accepted and paid for if the order is not placed or does not go ahead. See further article 2, paragraph 4. 

8. Payments 

8.1 Payment must be made within fourteen (14) days of the invoice date. 

8.2 Any disputes between the buyer and the seller about quality, or complaints submitted by the buyer on other grounds, do not give the buyer the right to suspend payment. 

8.3 In the event of late payment, the buyer owes statutory interest and is obliged to compensate all extrajudicial costs incurred by the seller for the collection of outstanding invoices, with a minimum of 15% of the overdue amount plus any interest due, or, if higher, an amount of EUR 1,500.00. 

8.4 The seller shall at all times determine for himself to which outstanding claim of the buyer he allocates any payment. 

9. Retention of title 

9.1 The seller retains ownership of the goods (de)livered to the buyer under the agreement until the agreed price for these goods and for the work performed or to be performed for the buyer in connection therewith has been paid in full, and until the claims arising from the buyer's failure to perform the agreement have been paid. 

9.2 With regard to the goods referred to in paragraph 1, the buyer undertakes not to perform any acts of disposal such as pledging, nor to keep these goods otherwise or hand them over to third parties, except insofar as the buyer has at that time fulfilled his obligations towards the seller. 

9.3 If the buyer acts in breach of the obligations mentioned in paragraph 2 above, the seller has the right to remove and take back all goods (de)livered by him. The buyer is obliged to give the seller all cooperation for this purpose, in particular by granting him and/or persons designated by him access to the business or other premises used by the buyer. 

9.4 All goods delivered by the seller, including any designs, sketches, drawings, films, software, (electronic) files and so on, remain the property of the seller until the buyer has fulfilled all subsequent obligations under all agreements concluded with the seller.  

9.5 If third parties seize the goods delivered under retention of title or wish to establish or assert rights to them, the buyer is obliged to inform the seller thereof in writing within three days. 

10. Reservation of risk 

10.1 The risk of damage to and loss of the delivered goods, and of any resulting loss, passes to the buyer immediately after delivery.  

10.2 All goods delivered by the seller remain the property of the seller until the buyer has paid the purchase price, as well as any other goods, in the course of his normal business operations by resale or processing, unless the seller indicates in writing that the buyer must make these goods available to the seller immediately. 

10.3 At first request, the buyer undertakes, for the benefit of the seller, to establish a right of pledge within the meaning of article 3:239 of the Dutch Civil Code on the claims against third parties arising from the sale of the goods delivered by the seller. 

11. Warranty 

11.1 The seller is responsible for the soundness of the work performed by him and/or the goods delivered by him, on the understanding that, as a result of defectively performed work or defectively delivered goods, the seller will, for 3 months after completion of the work and/or delivery of the defective goods, perform the agreed work again and, at the seller's option, replace or repair the goods concerned.  

11.2 Defects arising from normal wear and tear, from improper or incorrect use or maintenance, or after a modification or repair made by the buyer himself or by third parties without the seller's permission, and/or from materials or working methods used at the buyer's request, are excluded from the warranty. 

11.3 A claim to warranty exists only if the buyer has fulfilled all his obligations towards the seller (both financial and otherwise) in a timely and complete manner.  

11.4 In the case described in paragraph 1, the buyer must ensure that the seller can perform the originally agreed work again, without additional costs and/or additional work. 

11.5 If the buyer can invoke a warranty provided by the supplier of the goods delivered, that warranty shall apply between the parties, on the understanding that the warranty given by the seller shall never be of greater scope than those warranties. The warranty provision applies without prejudice to the rights and claims that the law grants to the buyer.  

11.6 These general terms and conditions apply equally to repair or replacement. 

12. Liability 

12.1 Any liability of the seller for damage, including non-contractual liability, is limited to an amount equal to twice the net invoice value of the goods delivered late or defectively. 

12.2 Should the limitations of the seller's liability contained in article 13.1, or a reliance thereon, not be accepted by the court, the seller's liability is limited to damage to the buyer's property and personal injury. 

12.3 The seller is never liable for business damage, including loss of turnover, loss of profit and loss of goodwill. 

12.4 The buyer indemnifies the seller against claims by third parties in respect of damage connected with the goods delivered by the seller or otherwise with the agreement concluded between the buyer and the seller. 

12.5 Net invoice value means the amount charged for the goods not delivered or delivered defectively, less packaging costs, before turnover tax and after deduction of discounts. 

12.6 The seller is never liable for the consequences of incorrect and/or unskilled use of the goods delivered. The user must verify for himself whether the products are suitable for the application he has in mind, and is himself responsible for this. The seller is never liable for damage, of whatever nature, arising from advice, recommendations, calculations or other information given (by telephone or otherwise) in respect of the goods. 

12.7 The seller accepts no liability for defects in goods that it has obtained from suppliers or otherwise. Instead, it will transfer and assign to the customer all claims that it can itself assert in this respect. 

13. Force majeure 

13.1 If the seller, as a result of a cause not attributable to him (force majeure), is unable to meet his delivery obligations, the seller shall be entitled, without being in default, to postpone delivery of the goods until the time at which the force majeure situation has ended. 

13.2 If the force majeure lasts longer than one month, both the seller and the buyer shall be entitled, by notice to the other party, to terminate the agreement unilaterally for the part not yet performed, without judicial intervention. 

13.3 Force majeure is understood in any case to mean: war, revolution, unrest, fire, weather conditions, flooding, transport obstructions, illness, government measures including import and export measures, crop failure, disruption in the supply or provision of raw materials, energy or business supplies, including default by suppliers from whom the seller obtains the same, strikes, defects in or damage to machinery, and any other disruption in the seller's business. 

13.4 Furthermore, force majeure includes any circumstance beyond the seller's control, whether or not it was foreseeable at the time the agreement was concluded, which temporarily or permanently prevents performance of the agreement or makes it considerably more difficult or more costly. 

13.5 The foregoing also applies where there are circumstances attributable to the seller's personnel. 

14. Dissolution 

14.1 The seller is entitled, without owing any compensation to the buyer in this respect, to terminate the agreement and all other current agreements between the parties
unilaterally, in whole or in part, without judicial intervention, and to take back the goods delivered, if:
A. the buyer is in arrears with payment of the purchase price or any other amount he owes to the seller.
B. he is declared bankrupt or applies for suspension of payments. 

14.2 In the event of termination of the agreement on the grounds mentioned in the preceding paragraph, any claim that the seller may have against the buyer becomes immediately due and payable in full. 

14.3 In the event of bankruptcy or suspension of payments of the buyer, the seller is entitled, without owing any compensation to the buyer in this respect,
to terminate the agreement and all other current agreements between the parties unilaterally, without judicial intervention, for the part not performed. Article 15.2 applies mutatis mutandis. 

14.4 The provisions of this article are without prejudice to the right of the terminating party to full compensation for the damage suffered by it.  

15. Performance of services 

15.1 The seller shall make every effort to the best of his ability to perform the services with care, where applicable in accordance with the arrangements and procedures agreed in writing with the buyer. All services by the seller are performed on the basis of an obligation of best endeavours.  

15.2 If it has been agreed that the services will be performed in phases, the seller is entitled to postpone the start of the services belonging to a subsequent phase until the buyer has approved in writing the results of the preceding phase.  

15.3 Where employees of the seller perform services at the location of the buyer or third parties, the buyer shall provide free of charge all facilities reasonably necessary for the performance of the assignment.  

15.4 Only if this has been expressly agreed in writing is the seller obliged, when performing the services, to follow timely and responsible instructions from the buyer. The seller is not obliged to follow instructions that change or supplement the content or scope of the services agreed; however, if such instructions are followed, the work concerned will be paid for by the buyer in accordance with the provisions of these General Terms and Conditions. 

15. Disputes  

15.1 All agreements concluded with the seller are governed by Dutch law. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG-Vienna, 11 April 1980) is excluded. All disputes arising from or related to these agreements will be submitted to the competent court of the seller's place of residence or place of establishment. In addition to the seller's place of residence, domicile is also chosen in Leeuwarden, at the seller's sole discretion.  

15.2 Should a dispute arise, the parties may further agree that the dispute be submitted to an arbitrator.  

16. Deviation  

16.1 Deviation from what is stipulated in these General Terms and Conditions is only possible with the express written consent of the Seller. 

17. Conversion 

17.1 If any provision of these General Terms and Conditions is void or is annulled, the remaining provisions of these General Terms and Conditions shall remain fully in force and the seller and the buyer shall consult each other in order to agree new provisions to replace the void or annulled provisions, taking into account as far as possible the purpose and scope of the void or annulled provision. 

Version: July 2020.