General terms and conditions for the sale and delivery of Hatland Headwear B.V.

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These terms and conditions have been filed with the Chamber of Commerce in Zwolle. 

Chamber of Commerce Zwolle no. 05051027, VAT no. NL814507451B01.

1. Applicability of these terms and conditions

1.1         These terms and conditions apply to every offer and agreement between Hatland and the buyer, unless explicitly agreed otherwise in writing by both parties.

 

2. Quotations and orders 

2.1         Quotations from Hatland are non-binding and expire no later than 30 days after the date of the quotation.

2.2         Orders placed with Hatland are irrevocable if they have not been cancelled or submitted for modification within 8 days after the order date.

2.3         Delivery times and other periods stated in quotations and orders relating to services to be performed by Hatland are approximate; exceeding them does not entitle the prospective buyer to compensation or termination of the agreement or cancellation of the order.

2.4         If Hatland agrees on a certain price with the buyer, Hatland is nevertheless entitled to increase the price if it can demonstrate that significant changes have occurred between the time of the offer and delivery with regard to raw materials, currency and/or wages imposed by law, changes in collective labor agreements, or other unforeseen circumstances.

2.5         For repeat orders, quantity-based pricing only applies to the corresponding (bulk) quantities.

 

3. Samples

3.1         Delivered samples remain the property of Hatland, may not be copied, reproduced, made available to third parties or used in any other way, and must ultimately be returned to Hatland.

 

4. Prices

4.1         Quotation and order prices are, unless explicitly stated otherwise in writing, exclusive of VAT and transport/postage costs and are based on the minimum quantities used by Hatland.

 

5. Delivery

5.1         Delivery is ex works Hattemerbroek. Within the Netherlands, orders with a minimum net order amount of €300 (one delivery address) are delivered free of charge.

5.2         The buyer is obliged to accept the purchased goods upon delivery or when made available.

5.3         Deviations in quantity and/or quality must be accepted by the buyer up to a percentage of 5%.

5.4         In case of non-acceptance or if the buyer fails to provide information or instructions necessary for delivery, the goods will be stored at the buyer’s expense and risk.

5.5         Hatland is permitted, unless explicitly agreed otherwise in writing, to deliver sold goods in partial shipments. If goods are delivered in partial shipments, Hatland is entitled to invoice each partial shipment separately.

5.6         Shortages or defects in delivered goods must be reported by the buyer to Hatland within 8 days after receipt, failing which the buyer is deemed to have unconditionally accepted the goods.

 

6. Delivery time

6.1         Delivery times specified by Hatland are always approximate and, unless explicitly stated otherwise in writing, are never strict deadlines. The delivery period only commences once all necessary data and materials are in Hatland’s possession.

6.2         In case of late delivery, the buyer will be informed, after which Hatland may still fulfill its obligations within a reasonable period, whereby an additional delivery period of 18 working days shall be considered reasonable by both parties.

 

7. Payment 

7.1         Payment must be made within 30 days after the invoice date.

7.2         If payment is made within 10 days after the invoice date, the buyer is entitled to apply a discount of 2%, unless explicitly stated otherwise on the order form or invoice.

7.3         In the event of liquidation, bankruptcy or suspension of payment of the buyer, Hatland’s claims shall become immediately due and payable.

7.4         After the due date of the invoice, Hatland will charge the buyer an interest rate of 6% per month on outstanding invoices.

7.5         If the buyer is in default or fails to fulfill one or more of their obligations, all judicial and extrajudicial costs incurred to obtain payment shall be borne by the buyer.

 

8. Retention of title

8.1         All goods delivered by Hatland remain the property of Hatland until the buyer has properly fulfilled all obligations arising from agreements concluded with Hatland.

8.2         Goods delivered by Hatland that are subject to retention of title may never be resold or used as a means of payment.

8.3         The buyer must do everything that may reasonably be expected to safeguard Hatland’s ownership rights (including insuring the goods against fire, explosion, water damage and theft, whereby in the event of a payout by the insurer, Hatland is entitled to these funds up to the value of the goods delivered under retention of title).

8.4         If third parties seize goods delivered by Hatland under retention of title or wish to establish rights thereto, the buyer is obliged to inform Hatland immediately.

8.5         If Hatland wishes to exercise its ownership rights, the buyer grants Hatland (or third parties designated by Hatland) unconditional and irrevocable permission in advance to enter all places where Hatland’s property is located and to reclaim these goods.

 

9. Liability

9.1         Hatland is not liable for any costs, damages or interest arising as a (direct or indirect) result of:

a.       force majeure, as further described in these terms;

b.      acts or omissions of the buyer, their subordinates, or other persons engaged by or on their behalf;

c.       negligence of the buyer with regard to maintenance of the delivered goods;

d.      normal wear and tear of the delivered goods resulting from daily use;

e.       discoloration of the delivered goods as a result of exposure to light;

f.        any other external cause.

9.2         Hatland is only liable, insofar as its insurance covers this or up to a maximum of the invoice value, for damage to delivered goods insofar as this is caused by fault of Hatland or those engaged by Hatland.

9.3         Hatland shall in principle not be obliged to compensate for business and/or consequential damages suffered by the buyer, depending on the nature of the fault.

 

10. Force majeure

10.1       Extraordinary circumstances that result in a change in factual conditions constitute force majeure for Hatland, releasing Hatland from its obligation to deliver without the buyer being entitled to any compensation whatsoever.

10.2       In such cases, Hatland is entitled, at its sole discretion, to cancel, suspend or modify the purchase agreement until the extraordinary circumstances have ceased, whereby the buyer remains obliged to pay for any performance already delivered.

 

11. Online sales

11.1       The reseller is only entitled to sell products of Hatland Headwear B.V. online via its own individually managed webshop platform (such as a self-managed website with its own domain name). The webshop must be directly linked to the reseller’s business activities and may not be a third-party platform acting as a (re)sales platform.

11.2   The reseller is expressly prohibited from offering or selling products of Hatland Headwear B.V. via external (digital) marketplaces, including but not limited to:

§  Bol.com

§  Amazon

§  Zalando

§  eBay

§  Etsy

§  Marktplaats.nl

§  Omoda

§  Inno

§  Otto

§  Kaufland

§  Galeria

§  Decathlon

This prohibition applies regardless of whether the sale takes place under the reseller’s own business name or under a pseudonym. 

11.3       This provision is included to protect the brand, brand reputation and positioning of Hatland Headwear B.V. in the higher segment of the market. Control over presentation, pricing policy, brand consistency and customer experience is essential to maintaining brand value and image.

11.4       Hatland Headwear B.V. reserves the right to carry out checks on the online sales activities of its resellers. The reseller is obliged to fully cooperate with this, including providing requested information about the sales channels and systems used.

11.5       In case of violation of the provisions in this article, Hatland Headwear B.V. is entitled to:

Terminate the cooperation with immediate effect;
Cancel ongoing orders or suspend deliveries;
Impose an immediately payable penalty of €1,000 excluding VAT per violation, increased by €500 excluding VAT per day that the violation continues;
Claim compensation for any (brand) damage suffered.

 

12. Disputes

12.1       All disputes between Hatland and the buyer shall be settled by the competent Dutch court in the Zwolle district, without prejudice to Hatland’s right to submit the dispute to another competent court.