Terms & Conditions

Established in Almere and registered at the Chamber of commerce of Amsterdam under number 63656574

Article 1: General

1.1 These terms and conditions govern all purchase agreements and
the realization of these agreement between Cresta International
B.V. (hereafter: the “Seller”) and another party (hereafter: the
“Buyer”)
1.2 No derogation of these terms shall be binding unless agreed upon
in writing.
1.3 In case the Seller derogates from these general conditions while
concluding an agreement, no rights can be derived from that fact
but those that are connected to the present agreement.

Article 2: Realization and prices

2.1 The offers made by the Seller are not binding. An agreement is
concluded only after a written confirmation of the order by the
Seller.
2.2 All prices mentioned by the Seller are V.A.T. excluded. In case of
an increase of one of the price factors including but not limited to
the purchase price, salaries or taxes, the Seller has the right to
change the prices agreed upon until he sends the invoice.

Article 3: Delivery and transportation

3.1 The delivery time mentioned by the Seller is not binding.
3.2 The goods are delivered ex-warehouse. This means that the
goods are prepared for transportation or shipment in the Seller’s
warehouse and that the Buyer is notified of this fact. The risk of
the goods shall pass to the Buyer at the point of ex-warehouse.
Shipment costs are at the expense of the Buyer, unless agreed
otherwise.
3.3. The Seller has the right to execute the order in portions and to
claim payment of each partial delivery.

Article 4: Act of God

4.1 The Seller shall not be liable for any non-performance of the
agreement in case of acts of God or force majeure.
4.2 Acts of God include, without limitation, situations in which the
Seller’s performance of the agreement is hampered by
government decisions or measures, labour conflicts, labour
shortage, shortage of raw materials or components, shipment
problems, theft, property loss, destruction of or damage to
producer goods or information and non-performance or
incomplete or untimely performance of the Seller’s suppliers and
subcontractors.

Article 5: Warranty and Liability

5.1 The Seller only warrants the goods supplied insofar the Seller’s
supplier has given warranty to the Seller. Improper use of the
goods shall render the warranty null and void.
5.2 The Buyer should give his customers a warranty for the goods
supplied by the Seller. The content of this warranty is to be
established by the Seller.
5.3. Except for the warranty described in Article 5.1 and for malicious
intent or serious fault on behalf of the Seller, the Seller shall not
be liable for damage arising directly or indirectly from his
(inadequate) performance of the agreement.
5.4. The Seller shall not be liable for the (performance of) the
agreements with the Buyer and the Buyer safeguards the Seller
against third party claims connected to those agreements.
5.5 In no event shall the Seller’s liability exceed the liability insurance
of the Seller.

Article 6: Complaints

6.1. Complaints concerning the goods supplied by the Seller should
be notified in writing within 10 days after delivery of the goods.
Seller is not bound to respect the warranty obligations if the
complaints are notified later than 10 days after delivery.
6.2 Should the Seller find the complaint valid, the goods will, at the
Seller’s option, be replaced, repaired or (partially) refunded.
6.3 Products can only be returned with the Seller’s permission and
according to the Seller’s instructions. The costs of the return
shipment is borne by the Buyer.

Article 7: Payment

7.1 The Buyer as agreed upon with the Seller will make payment of the
amount of the invoice. The Buyer does not have the right to reduce the
amount payable by the amount of a counterclaim. When the payment
is overdue, the Buyer shall be in default without prior notice. Any
unpaid invoice will produce a legal interest on the amount outstanding
and the extralegal debt collection fee. The extralegal debt collection fee
shall be based on the debt collection rates of the Netherlands Bar
Association.
7.2 If the Buyer does not agree with the amount invoiced, the Buyer should
enter a written complaint within 10 days after the invoice date. Failing
to do so shall result in the loss of the right to protest.
7.3 A payment by the Buyer shall be used primarily for paying the invoice
first sent and still unpaid and the due interests and costs.

Article 8: Suspension, security and reservation of title

8.1 If the Buyer does not (timely) fulfil his obligations on account of the ~
agreement and also in case of the Buyer’s (filing a petition in)
bankruptcy, suspension of payments, respite of payment, closure or
liquidation of the company, the Seller still has the right to annul or
suspend any completely or partially unexecuted orders without prior
notification or judicial intervention.
8.2 The Seller always has the right to ask the Buyer for guarantees with
regard to the fulfilment of his obligations on account of the agreement.
If the Buyer fails to give the Seller (sufficient) certainty, the Seller shall
have the right to dissolve the agreement unilaterally without prior
judicial intervention.
8.3. The goods supplied by the Seller to the Buyer remain the Seller’s
property as long as the Buyer has not paid in full the price, interests
and costs of the concerning goods. The Buyer shall store the goods
separately and clearly recognizable for as long as they are not paid in
full.

Article 9: Intellectual property

9.1 All drawings, computations, designs, technical data and other specific
documents that the Sellers puts at the Buyer’s disposal remain the
(intellectual) property of the Seller and have to be returned at the expense
of the Buyers after the first request of the Seller.
Article 10: Publicity material
10.1 All publicity and marketing material put at the disposal of the Buyer
cannot be used for other purposes than the goal specified by the Seller.
10.2 The publicity and marketing material specified in 10.1 remains the property
of the Seller and have to be returned at the expense of the Buyer after the
first request of the Seller.

Article 11: Competent judge and applicable jurisdiction

11.1. All litigations connected to the agreements between the Seller and the
Buyer shall be brought to justice exclusively before a competent judge
in Amsterdam.
11.2. All agreements between the Seller and the Buyer are governed by
Dutch Law, excluding the application of the Vienna Trade Treaty.