Terms and conditions

erms and Conditions of Willems Winkels BV/Asha International (‘Asha’)

General Terms and Conditions of Sale and Delivery

Article 1 General stipulations

1.1 All offers and deliveries are exclusively subject to the General Terms and Conditions of Sale and Delivery (‘general terms and conditions’) stipulated by Asha.

1.2 The applicability of any general terms and conditions stipulated by the other party is expressly excluded.

1.3 If any of the provisions of these general terms and conditions is null and void or annullable, the provision in question shall be replaced by a provision that is as similar as possible to the original provision. The remaining provisions of these general terms and conditions remain fully applicable.

Article 2 Offers and quotations

2.1 All quotations and offers issued by Asha are subject to confirmation, unless a period of validity is specified in the quotation, in which case the quotation or offer expires at the end of the specified period.

2.2 Unless otherwise indicated in writing, prices specified in a quotation or offer are exclusive of VAT and any other government taxes, duties or levies.

2.3 An itemised quotation does not obligate Asha to supply a portion of the products listed in the quotation for a corresponding portion of the quoted price. Offers and quotations do not automatically apply to future agreements.

Article 3 Delivery

3.1 Specified delivery periods are not binding. Asha is entitled to make partial deliveries.

3.2 Unless otherwise agreed in writing, Asha is free to determine the method of transport.

3.3 Subsequent to the conclusion of the agreement Asha is entitled to increase the price in line with increases in freight costs.

3.4 Unless otherwise agreed in writing, all deliveries will be made to the other party’s principal place of business.

Article 4 Information

4.1 General definitions and descriptions of products supplied by Asha, as published in brochures, lists and other such documents, are simply meant to provide general information and may not be interpreted as an indication of quality and/or any form of guarantee.

4.2 The other party is required to vouch for the accuracy and completeness of the information it supplies.

Article 5 Retention of title

5.1 All products supplied by Asha under the agreement remain the property of Asha until the other party has met all of its payment obligations in relation to Asha. These obligations include but are not limited to the payment obligations listed in article 3:92, clause 2, of the Dutch Civil Code.

5.2 The other party may not resell products supplied by Asha nor may it use products supplied by Asha as a form of payment, except within the normal course of business. The other party is not entitled to pledge or otherwise encumber products delivered subject to retention of title.

5.3 If third parties place an attachment order on, or seek to establish or exercise rights in respect of products delivered subject to retention of title, the other party is obliged to immediately notify Asha to this effect (in writing).

5.4 In the event that Asha wishes to exercise the proprietary rights referred to in this article, the other party must agree to unconditionally and irrevocably undertake to allow third parties appointed by Asha to enter all areas where products belonging to Asha are stored in order to repossess the products.

Article 6 Payment

6.1 The term of payment specified on the invoice is binding. Failure to pay an invoice within the specified term of payment will mean that the other party is in default by operation of law, in which case it will be required to pay interest at a rate of 1% per month, as well as extrajudicial debt collection costs, which are set at 15% of the outstanding amount subject to a minimum of € 50.00.

6.2 Asha has the right to allocate the payments made by the other party first to (debt collection) costs then to outstanding interest and lastly to the principal sum.

6.3 The other party does not have the right to suspend or set off any payment obligation.

Article 7 Intellectual property rights

All intellectual and/or industrial property rights to products supplied under the agreement are owned exclusively by Asha or its licensers or suppliers. The other party is not permitted to reproduce or copy products or to infringe in any other way intellectual property rights held by Asha or its licensers or suppliers.

Article 8 Complaints

8.1 The other party is obliged to inspect, or order the inspection of, the products as soon as the products are placed at its disposal and must notify Asha of any defects in writing within 7 days of the date on which the defects were or could reasonably have been discovered by the other party. The other party must allow Asha to (arrange for a third party to) investigate a complaint.

8.2 If the other party fails to file a complaint about a defect without delay, it will lose the right to repair, replacement or compensation and must cover all costs incurred by Asha.

8.3 If the other party files a complaint about a defect without delay and the product is found to be faulty, Asha will, at its own discretion, replace or arrange the repair of the faulty product within a reasonable period or refund the invoice amount. If Asha chooses to replace the product the other party is obliged to return the replaced product and the ownership of the product to Asha, unless Asha indicates otherwise in writing.

Article 9 Liability

9.1 Asha is not liable for losses of any kind incurred as a result of the fact that Asha acted on inaccurate and/or incomplete information supplied by or on behalf of the other party.

9.2. Except in the case of gross negligence or intention on the part of Asha or one of its managers, Asha is only liable for direct losses with compensation being limited to the amount paid by its liability insurer plus the policy excess. If no payment is made under the insurance policy, compensation is limited to the invoice amount.

9.3 The other party’s right to assert claims against and exercise other powers of whatever nature in relation to Asha expires one year from the date on which the right arose, or one year from the date on which the other party became, or could reasonably have become, aware of the existence of the rights and powers in question.

9.4 The other party is obliged to indemnify Asha against claims made by third parties who have incurred losses in connection with the execution of the agreement, unless (and except insofar as) the losses in question were solely caused by intention or gross negligence on the part of Asha or its managerial staff.

Article 10 Applicable law and court of competent jurisdiction

All legal relationships between Asha and the other party are exclusively subject to Dutch law. The applicability of the United Nations Convention on Contracts for the International Sale of Products (CISG) is expressly excluded. The competent court in Rotterdam has exclusive jurisdiction to hear disputes between Asha and the other party.

Article 11 Reference

Asha is entitled to use the other party as a reference without disclosing the results of specific projects to third parties.

Version 2012-11

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