Outdoor opportunity Netherlands B.V. General Terms and Conditions of Sale Business (b2b)

Article 1. Definitions Offer: any offer from Outdoor Opportunity to enter into an Agreement; Outdoor opportunity: the private limited liability company Outdoor opportunity Netherlands B.V. with its registered office at gieterijstraat 200 – Hengelo Building; Purchase Order: Buyer's order to deliver Products by Outdoor opportunity; Buyer: the other party of Outdoor opportunity, being any natural or legal person who is registered in the trade register of the Chamber of Commerce in the Netherlands with whom Outdoor opportunity enters into an Agreement or to whom Outdoor opportunity makes an Offer or from whom Outdoor opportunity receives a Purchase Order; Agreement: all agreements entered into between Buyer and Outdoor Opportunity, including any amendments or additions; Party(ies): Outdoor opportunity or Buyer or Outdoor opportunity and Buyer jointly; Products: the goods offered, to be delivered or delivered by Outdoor opportunity to the Buyer. Terms and Conditions: these general terms and conditions of sale.

 

Article 2. Applicability 2.1 These Terms and Conditions apply at all times to all Offers, Purchase Orders and Agreements between Outdoor opportunity and Buyer. 2.2 Outdoor opportunity is entitled to unilaterally amend these Terms and Conditions from time to time. 2.3 The most recent version of the Terms and Conditions or the version that applied at the time of entering into the Agreement is always applicable. The most recent version can be consulted on the website of Outdoor opportunity under https://www.outdooropportunity.nl/help/services/_/R-a-algeme ne conditions. 2.4 The applicability of general or specific (branch) terms and conditions of the Buyer is hereby expressly rejected. Deviating clauses only apply if they have been expressly agreed by the Parties in writing. 2.5 In the event that a translation of these Terms and Conditions is used, in the event of discrepancies between the Dutch text and the translation thereof, the Dutch text will be leading for the interpretation of the Terms and Conditions.

 

Article 3. 3.1 Offers are always without obligation, unless Outdoor opportunity has indicated otherwise in writing. 3.2 Obvious mistakes or errors in an Offer or in price lists are not binding on Outdoor Opportunity. If necessary, no Agreement will be concluded. 3.3 Agreements are concluded at the moment that the Buyer has accepted an Offer in writing (including placing an order on the website of Outdoor opportunity by clicking on the "Order" button) or at the moment that Outdoor opportunity has accepted the Purchase Order from the Buyer in writing. 3.4 An Agreement cannot be terminated or cancelled by Buyer without the express written consent of Outdoor opportunity. There is no cooling-off period or right of withdrawal. 3.5 Verbal promises or agreements by or with employee or employees of Outdoor opportunity are not binding on Outdoor opportunity. 3.6 Each Agreement is entered into under the suspensive condition of availability of the Products. Availability is not guaranteed. In the event that Products are not available, Outdoor opportunity will notify the Buyer and no Agreement will be concluded. 3.7 Outdoor opportunity can find out within legal frameworks whether Buyer can meet its payment obligations, as well as all those facts and factors that are important for a responsible conclusion of the Agreement. If, on the basis of this investigation, Outdoor opportunity has good reasons not to enter into the Agreement, Outdoor opportunity is entitled to refuse an order or request / Purchase Order or to attach special conditions to the execution.

 

Article 4. Pricing, invoicing and payments 4.1 All prices are in euros, excluding sales tax and other government levies. 4.2 The prices shall be stated in an Offer or agreed with the Buyer by means of a price list in force at the time the Purchase Order is placed. Outdoor opportunity has the right to change price lists in the meantime. 4.3 Unless otherwise indicated, any costs incurred in connection with the delivery, such as shipping and transport, are not included in the price. These costs are always calculated according to the rates applicable at that time. 4.4 Deviating prices only apply insofar as they have been expressly agreed between Outdoor Opportunity and the Buyer. 4.5 Outdoor opportunity is entitled to pass on changes in cost price over which it has no influence, such as General Terms and Conditions of Sale Business (b2b) – Outdoor opportunity Netherlands BV April 2022 increases in labor costs, raw material costs, to the Buyer, even after the conclusion of an Agreement. 4.6 The Buyer has the option to pay by invoice. In such case, Outdoor opportunity will send Buyer an invoice with the amounts owed by Buyer after accepting a Purchase Order or after Buyer has accepted the Offer. Invoices must always be paid within 14 (fourteen) days of the invoice date. 4.7 Outdoor opportunity may set a maximum amount of post-payment/payment on invoice. 4.8 Outdoor opportunity may investigate whether the Buyer can meet its payment obligations. Outdoor Opportunity may – if it sees reason to do so – require advance payment or another form of security from Buyer. In the event that no advance payment or security follows, Outdoor opportunity will not proceed with the delivery of the Products and is entitled to terminate the Agreement without being obliged to compensate for any damage or compensation. 4.9 The amount of the amounts to be paid by the Buyer to Outdoor Opportunity is always apparent from the records of Outdoor Opportunity, unless the Buyer demonstrates that these records are incorrect. 4.10 Objections to the amount of an invoice do not suspend the payment obligation. Buyer is not entitled to set off against amounts owed by him to Outdoor opportunity.

 

Article 5. Retention of title 5.1 Without prejudice to delivery and the transfer of risk upon delivery, the ownership of the Products shall not pass to the Buyer, but shall remain with Outdoor Opportunity until the Buyer has paid all amounts owed to Outdoor opportunity in full with respect to the Products. The buyer shall ensure that the Products are adequately insured. 5.2 As long as the amounts due as referred to in Article 5.1 have not been paid in full, the Buyer may not provide security interests in respect of the Products to third parties or pledge them.

 

Article 6. Delivery 6.1 Unless otherwise agreed in writing, delivery of the Products will take place by Outdoor opportunity at the delivery address specified by the Buyer. 6.2 The statements of delivery times in Offers, Purchase Orders or Agreements will be adhered to to the best of our ability, but are indicative and not binding. If the delivery is delayed, the Buyer will be notified. 6.3 The risk of damage, loss or theft of the Products rests with the Buyer from the time the Products are delivered.

 

Article 7. Inspection and Complaints 7.1 The Buyer is obliged to inspect the Products immediately after delivery. Any defects or deviations must be reported to Outdoor opportunity immediately but no later than 3 (three) working days after delivery. 7.2 Buyer must keep defective or deviating Products in the original packaging and give Outdoor opportunity the opportunity to determine the accuracy of the complaint about the presence of defects or deviations. If Outdoor opportunity determines that the Products delivered do indeed have defects or deviations, then Buyer is only entitled to replacement or repair of Products, or Outdoor opportunity will proceed to credit, at Outdoor opportunity's discretion and discretion. 7.3 Complaints do not suspend the payment obligation of the Buyer, unless Outdoor opportunity has notified the Buyer otherwise in writing.

 

Article 8. Warranty 8.1 Outdoor opportunity warrants that the Products comply with the Agreement. 8.2 The buyer can make a claim under the manufacturer's warranty offered on the Products. This warranty does not preclude the Purchaser's rights under the law. 8.3 There is no warranty for defects or damage caused by normal wear and tear, by circumstances beyond the control of Outdoor opportunity or by incorrect or careless use.

 

Article 9. Liability 9.1 Outdoor opportunity is only liable for direct damages. Liability for indirect damage, including consequential damage, loss of profit, missed savings and damage due to business interruption is excluded. 9.2 Direct damage as referred to in Article 9.1 is understood to mean: (1) the reasonable costs incurred in determining the cause and extent of the damage, insofar as the determination relates to direct damage within the meaning of these Terms and Conditions; (2) the reasonable costs incurred to ensure that Outdoor opportunity's defective performance complies with the Agreement, insofar as the defective performance is attributable to Outdoor opportunity; and (3) reasonable costs incurred to prevent or limit direct damages within the meaning of these Terms. 9.3 Any liability for direct damage of Outdoor opportunity towards Buyer, for whatever reason, is limited to the amount invoiced by Outdoor opportunity to Buyer General Terms and Conditions of Sale Business (b2b) – Outdoor opportunity Netherlands BV April 2022 of the Product(s) to which the liability relates. 9.4 The limitations on liability do not apply in the event that the damage is the result of intent or deliberate recklessness on the part of Outdoor opportunity or its subordinates. 9.5 Buyer indemnifies Outdoor opportunity against all claims by third parties for compensation of damage or otherwise by or in connection with the execution of the Agreement, the cause of which is attributable to someone other than Outdoor opportunity.

 

Article 10. Force majeure 10.1 Outdoor opportunity is not obliged to fulfil any obligation towards the Buyer if Outdoor opportunity is prevented from doing so as a result of force majeure. 10.2 Force majeure is understood to mean: a non-attributable shortcoming on the part of Outdoor Opportunity as a result of an unforeseen circumstance that has arisen beyond Outdoor Opportunity's control, as a result of which Outdoor Opportunity cannot (partially or fully) fulfil its obligations under an Agreement. This will in any case be the case if one of the following situations occurs: (i) war, (ii) riots, (iii) domestic and foreign disturbances, (iv) government measures, (v) strikes by staff or hired third party(ies), (vi) epidemic/pandemic, (vii) the total or partial default of a third party engaged by Outdoor opportunity for the purpose of the execution of the Agreement (viii) business disruptions caused by one of the following circumstances: fire, burglary, sabotage, failure of utilities, failure of internet or telephone connections, natural phenomena, natural disasters, road blocks, weather conditions if the KNMI has issued code orange or red. 10.3 In the event of force majeure, Outdoor opportunity has the right to suspend the performance of the Agreement for a reasonable period of time. If the force majeure situation continues for more than 30 (thirty) days or if it is clear from the moment the force majeure situation occurs that the force majeure situation will last longer than 30 (thirty) days, then both Outdoor opportunity and Buyer have the right to terminate the Agreement immediately without being obliged to pay any compensation.

 

Article 11. Intellectual property rights 11.1 All intellectual property rights with regard to delivered Products and information and/or documentation provided to the Buyer are vested in Outdoor opportunity or its suppliers. 11.2 The Buyer is not entitled to use the name and brand Outdoor opportunity in commercial communications.

 

Article 12. Confidentiality 12.1 Buyer shall keep all information provided by Outdoor opportunity to Buyer, in particular with regard to prices and any agreed discounts, confidential and shall not disclose it to third parties without the written consent of Outdoor opportunity.

 

Article 13. Resale 13.1 The Buyer is not permitted to act as a reseller with regard to the Products delivered to the Buyer by Outdoor opportunity. Buyer does not act as a representative or distributor of Outdoor Opportunity.

 

Article 14. 14.1 The Agreement and all agreements arising out of or in connection therewith, including Offers, Purchase Orders and these Terms and Conditions, are governed by Dutch law. The applicability of the Vienna Sales Convention is expressly excluded. 14.2 All disputes arising from the Agreement and all agreements arising from or in connection therewith, including Offers, Purchase Orders and these Terms and Conditions, shall be submitted to the competent court in Amsterdam (the Netherlands).