Terms and conditions

General Terms and Conditions of Sale and Delivery  Of the Association of Manufacturers and Wholesalers in Sporting Goods (F.G.H.S.)

In these General Terms and Conditions, the following terms are defined as:

• The F.G.H.S.: The Association of Manufacturers and Wholesalers in Sporting Goods (F.G.H.S.), based in Utrecht.
• Seller: Noor Sportswear, Nelson Mandela-laan 1, 5222AD, 's-Hertogenbosch.
• Buyer: A natural or legal person who is a party to a contract or other legal relationship with the Seller or to whom the Seller has made an offer or proposal.
• Working Days.: All calendar days except for Saturdays, Sundays, January 1st, Second Easter Day, Ascension Day, Second Pentecost Day, Christmas Day and Boxing Day, days declared as national holidays by the Government, and the official celebration day of H.M. the King’s birthday
• Days: All calendar days.
• Intellectual Property Rights: All intellectual property rights and related rights, such as copyright, trademark rights, patent rights, design rights, trade name rights, database rights, and neighboring rights, as well as rights to know-how and single-line performances.

2.1 These General Terms and Conditions exclusively apply to all offers from the Seller to the Buyer and to all agreements between the Seller and the Buyer—of any nature—and to all (other) legal actions, legal relationships, and agreements that arise from or are related to them.
‍
2.2 The Seller reserves the right to change and/or supplement these General Terms and Conditions at any time. In the event of a material change, the Seller will notify the Buyer in writing at least one month before the change or addition takes effect. Unless the Buyer objects in writing within two weeks of the date of the notification, the Buyer will be deemed to have silently accepted the changes or additions. Any purchasing or other conditions from the Buyer only apply if explicitly and in writing agreed upon, superseding these General Terms and Conditions.
‍
2.3 If one or more provisions of the General Terms and Conditions are declared null and void, the remaining provisions will remain in full force.

3.1 All offers, quotes, price estimates, and the like from the Seller are non-binding unless explicitly and in writing stated otherwise. Offers, quotes, price estimates, and the like also include price lists, brochures, and other provided data.
‍
3.2 A (purchase) agreement is concluded when an order is placed by the Buyer with the Seller, and this order is accepted by the Seller. Orders may be placed without any specific format. Acceptance of an order is made by a written or electronic (e-mail) confirmation to the Buyer or by delivery of what is included in the order.
‍
3.3 The Buyer guarantees that the person placing an order on behalf of the Buyer is authorized to enter into the agreement with the Seller.
‍
3.4 Cancellation of an agreement is not possible unless the Seller consents in writing and the goods have not yet been delivered. The Seller is entitled to impose additional conditions for such consent.
‍
3.5 Changes to and additions to concluded agreements are only effective if explicitly and in writing agreed upon by the Seller and the Buyer.

4.1 Design drawings, working and detail drawings, models, computer software, photographs, samples, designs, logos, specified dimensions, quantities, patterns, colors, materials, technical specifications, and/or other materials and data provided by the Seller to the Buyer are merely approximate descriptions of the goods. The Seller does not guarantee the accuracy or completeness of these materials and data.
‍
4.2 The Seller is not liable for the use of the aforementioned materials and data by the Buyer unless explicitly agreed otherwise in writing.
‍
4.3 The materials and data mentioned in this article, or any rights thereto, do not transfer ownership to the Buyer. At the Seller's request, the Buyer must return these materials and data to the Seller at the Buyer's expense.
‍
4.4 All Intellectual Property Rights concerning the materials and data mentioned in this article belong to the Seller and/or its licensors. Nothing in these General Terms and Conditions is intended to transfer any Intellectual Property Rights to the Buyer.
‍
4.5 The Buyer may only use the materials and data referred to in Article 4 within the framework of executing the agreement. None of the goods or the materials and data mentioned in Article 4 may be made available or shown to third parties, whether for reuse or not, without the prior written consent of the Seller.

5.1 The Seller assumes that the design drawings, working and detail drawings, computer software, models, photographs, samples, designs, logos, specified dimensions, quantities, patterns, colors, materials, technical specifications, and/or other materials and data provided by the Buyer are accurate, correct, and complete, without the Seller being obliged to conduct any further investigation.
‍
5.2 The Buyer indemnifies the Seller against all claims, both in and out of court, by third parties who claim that an Intellectual Property Right or any other right of these third parties has been infringed by the use of the materials and data mentioned in this article by the Seller.

6.1 The goods will be delivered by the Seller to or sent for delivery to the agreed place(s) in the manner specified in the order or (later) agreed in writing.
‍
6.2 The transportation of the goods is at the Seller's expense, unless the order amount is lower than an amount determined by the Seller, in which case transportation will be at the Buyer's expense. This amount depends on the price level and volume but will not exceed 500 Euros.
‍
6.3 The Buyer is obliged to accept the goods at the agreed place(s) upon first offering at the time the Seller delivers or has delivered the goods to him, or at the moment these are made available to him according to the agreement. If the Buyer fails to do so, the resulting damage and costs are at the Buyer’s expense.
‍
6.4 The risk for the goods transfers to the Buyer at the time these are brought under the control of the Buyer or a third party designated by the Buyer. This is also the case if the Seller, at the Buyer's request and expense, arranges for transportation.6.5 The Seller will make efforts to properly and conveniently package the goods.

7.1 The Seller will make efforts to deliver the goods at the time(s) or immediately after the end of the delivery period(s) specified in the order. If a delivery period is agreed upon, it begins on the date the Seller has accepted the order in writing. If the delivery period is exceeded, the Seller has the right to deliver the goods no later than 15 working days after the end of the delivery period without being liable for any compensation.
‍
7.2 If ordered goods are available for the Buyer but are not accepted by the Buyer, the Seller is entitled to:

• Deliver the goods by written notice to the Buyer, in which case the goods will be stored at the Seller's or the carrier's expense and risk, including the risk of quality deterioration, for the Buyer.
• Partially or fully dissolve the agreement with the Buyer, selling and delivering the goods to third parties. The Buyer is liable for any damage the Seller suffers as a result.

7.3 If a third party objects to the Seller’s delivery, the Seller is entitled to suspend and/or terminate the delivery immediately and claim reimbursement for the incurred costs and damages from the Buyer, without the Seller being liable for any compensation to the Buyer.
‍
7.4 If no deadlines are set for delivery on-call, the Seller has the right to full payment of the total order three months after the order date.
‍
7.5 If within three months, not all the ordered goods have been called off, the Buyer must indicate in writing within 5 working days after the first request from the Seller the term within which the total quantity will be called off. This period may not exceed three months. Any remaining uncalled-off goods will be stored at the Seller’s or the carrier’s expense and risk, including the risk of quality deterioration, starting from the first day following the three-month period. The stored goods remain the Seller's property until delivered to the Buyer.

8.1 All prices offered by the Seller and the Buyer are net and exclusive of sales tax unless explicitly stated otherwise. The Seller has the right to change the offered prices at any time before the conclusion of the agreement as referred to in Article 3.2.
‍
8.2 After the conclusion of the agreement, the Seller has the right to change the prices if the price increase is due to any of the following factors: i) increases in taxes or other government levies and/or rights, ii) changing exchange rates, iii) increases in wages, transportation costs, and/or purchase prices. In such cases, the Buyer is entitled to dissolve the agreement within 14 days of being notified of the price change in writing, without the Seller being liable for any compensation.
‍
8.3 The Seller has the right to charge an administration fee of up to 10 Euros if the invoice amount for a delivered party is less than 350 Euros.
‍
8.4 The Seller is entitled to invoice before delivery and request payment. Payment must be made within 30 days of the invoice date unless stated otherwise on the invoice. Payment can also be requested for partial deliveries. The Seller is always entitled to suspend delivery until the Buyer has made a prepayment.
‍
8.5 If the Buyer fails to pay the owed amounts in full within the agreed-upon period, they will be in default upon the expiry of that period, without any formal notice being required. In that case:
a) The Buyer will owe interest on the outstanding amount from the date the debt becomes due until the time of payment, at the statutory commercial interest rate as per Article 6:119a of the Dutch Civil Code;
b) All costs incurred by the Seller, such as legal costs, extrajudicial costs, including the costs for legal assistance, bailiffs, and collection agencies, due to the late payment will be borne by the Buyer. The extrajudicial costs will amount to at least 15% of the invoice amount, with a minimum of €100, excluding VAT.This is without prejudice to the Seller’s other legal rights under these General Terms and Conditions and/or applicable law, including the right to compensation.
‍
8.6 If any or all of the Seller's claims for payment are awarded by the court, the Buyer must reimburse all of the Seller's legal costs, including costs for legal assistance, even for amounts not awarded by the court unless the Seller alone is held liable for the legal costs.
‍
8.7 Any payments made by the Buyer will always first cover all owed interest and costs, and then the oldest due invoices, even if the Buyer indicates the payment relates to a later invoice.
‍
8.8 Complaints about invoices or goods do not suspend the Buyer's payment obligation. The Buyer is not entitled to set off any claims.

9.1 Notwithstanding the provisions in these terms, all goods delivered by the Seller will remain the property of the Seller until all claims of the Seller on the Buyer, including interest and costs, have been fully paid, regardless of their due date. Before full payment, the Buyer is not authorized to pledge the goods to third parties or transfer possession, except for goods sold as part of normal business operations. In case of a violation of this provision, or partial application of Article 10, the Seller is entitled to reclaim all goods delivered without requiring the Buyer’s or court’s authorization. Any outstanding claims from the Seller will then become immediately due.
‍
9.2 The Buyer must take care of the goods delivered under retention of title and store them as recognizable property of the Seller. The Buyer is required to insure the goods against fire, water, explosion damage, and theft for the duration of the retention of title, and must provide the Seller with the insurance policies upon request.
‍
9.3 In the event the Seller wishes to exercise their rights under clause 1, the Buyer hereby gives unconditional and irrevocable permission to the Seller or a third party designated by the Seller to enter any location where the Seller’s property is or may be located, and to retrieve it. Any resulting costs will be borne by the Buyer.
‍
9.4 If the Buyer's financial situation or payment behavior gives the Seller cause for concern, the Seller is entitled to demand immediate security or an advance for current or future deliveries. If the Buyer fails to provide the required security, the Seller is entitled to suspend or terminate the contract immediately, without any obligation for damages, and all of the Buyer's debts to the Seller will become immediately due.

10.1 Termination of the agreement can only occur in writing. Termination due to an attributable shortcoming is only permitted after a written notice of default specifying the breach and allowing a reasonable period for compliance.

10.2 If the Buyer or Seller files for suspension of payments, bankruptcy, or is declared bankrupt, or ceases operations, or decides to dissolve the company, or either party receives information that reasonably suggests either party may be unable to meet obligations, the other party is entitled to terminate existing agreements immediately by registered letter.

10.3 In the event of termination, the obligations already performed by the Seller and the corresponding payment obligations are not undone, unless the Buyer proves that the Seller is in default with respect to a significant part of those obligations.

10.4 Termination, at the Seller’s discretion, may also apply to goods already delivered if they were to be delivered as a set under the same agreement.10.5 If the Buyer fails to meet any obligation of any agreement with the Seller, the Seller is entitled to suspend all existing agreements, without prejudice to their legal rights.

10.5 If the Buyer fails to meet any obligation of any agreement with the Seller, the Seller is entitled to suspend all existing agreements, without prejudice to their legal rights.

11.1 The Buyer must comply with instructions regarding the storage and handling of delivered goods and inspect them upon receipt or within two working days.

11.2 Complaints regarding deliveries must be submitted in writing to the Seller within three working days of delivery. Complaints must include precise details of the defects, accompanied by dated photos, the packing slip, and the relevant invoice number, if known. Submission of a complaint suspends the payment obligation for the disputed goods. Defective goods must be returned to the Seller within ten working days of delivery.

11.3 Any right of the Buyer to claim defects expires one month after delivery unless the Buyer can prove the defect existed at the time of delivery and only became apparent later.

11.4 If a complaint is valid, the Seller may, at their discretion, repair or replace the defective goods within a reasonable period after the validity of the complaint is determined. The Buyer is not entitled to damages in such a case.

12.1 Statements by or on behalf of the Seller regarding the quality, composition, applications, properties, and handling of goods are only considered guarantees if confirmed in writing by the Seller.

12.2 If the Buyer carries out or has carried out repairs or alterations without prior approval from the Seller, the warranty obligation immediately lapses.

12.3 The Seller is not liable for damages except in cases of intent or gross negligence on the part of the Seller personally or senior management.

12.4 If the Seller is liable, compensation for direct damages is limited to the invoice amount for the specific contract or order and will not exceed €50,000.

12.5 Direct damages include reasonable costs to ensure performance matches the contract, costs for determining the damage, and costs to prevent or mitigate the damage.

12.6 To claim compensation, the Buyer must report damages to the Seller as soon as possible in writing. All claims for compensation expire six months after the claim arises.

13.1 Neither party is obliged to perform any obligations if prevented by force majeure.

13.2 Force majeure includes extreme weather, terrorist attacks, floods, government restrictions, and other unforeseeable events outside of the parties' control.

13.3 The party affected by force majeure must immediately notify the other party in writing.

13.4 No claims for compensation can be made due to force majeure.

13.5 If the force majeure causes a delay beyond the agreed date or deadline, either party has the right to terminate the contract without obligation to compensate.

14.1 Disputes that cannot be resolved by mutual agreement will be submitted to the competent court where the Seller is established.

14.2 All agreements and legal relationships between the Buyer and Seller are governed by Dutch law, excluding the CISG (Vienna Sales Convention).

(Deposited with the Chamber of Commerce and Industry in Utrecht, under number 40478858)