General Terms and Conditions Housevitamin

of the Private Limited Company Housevitamin B.V.


Article 1: Definitions

  1. Customer: The Counter Party that enters into an Agreement with the Private Limited Housevitamin B.V., with its registered office in Alkmaar and principal place of business in (1812 RR) Alkmaar at Fluorietweg 18 B 2 (The Netherlands), herein to be named: HOUSEVITAMIN, or which is negotiating in such a matter, as well as the Counter Party which requests a tender from HOUSEVITAMIN and which has a tender sent by HOUSEVITAMIN.

  2. Agreement: The binding Agreement between HOUSEVITAMIN and the Customer, in whichever form, together with the amendment(s) and addition(s) to it and every (further) order which is placed on the grounds of this Agreement.

Article 2: Applicability

  1. These General Terms and Conditions apply to all Offers and Tenders by HOUSEVITAMIN, and also to all Agreements to be entered into by HOUSEVITAMIN and the ensuing activities, including the supply of goods and services, with the exclusion of the General Terms and Conditions of the Customer.

  2. Formation of an Agreement, as defined in Article 4 of these General Terms and Conditions, implies that these General Terms and Conditions have been accepted by the Customer.

  3. Derogations from these General Terms and Conditions must have been expressly agreed upon in writing. Derogations will then apply only for the offers concerned and Agreements to which they apply.

  4. Should HOUSEVITAMIN not always demand strict observance of these General Terms and Conditions, this does not imply that these General Terms and Conditions do not apply and/or that HOUSEVITAMIN will lose the right to demand strict observance of these General Terms and Conditions in future cases, whether similar or not.

  5. If the Customer is a real person, not acting in the course of a profession or company, the articles of these General Terms and Conditions or parts of it which are unreasonably onerous for the Customer because they occur on the List as meant in Section 6:236 and/or 6:237 of the Dutch Civil Code, or because they are in contravention of stipulations of mandatory rules of Consumer’s Law, will not apply. In this case, the other stipulations will continue to apply.

  6. The rescission and/or nullity of any stipulation of these General Terms and Conditions does not affect the other stipulations. The conflicting, legally invalid, stipulation will be considered to have been replaced by a stipulation in which the intentions and purpose of the original stipulation are done justice.

Article 3: Offers and Tenders

  1. All Offers and Tenders made by HOUSEVITAMIN are always subject to contract, unless it has been expressly stipulated differently in writing, or unless they contain a fixed term for acceptance.

  2. Should an Offer or Tender be subject to contract and be accepted by the Customer, HOUSEVITAMIN will have the right to revoke the offer within 5 (five) days after having received the acceptance. Offers and Tenders from HOUSEVITAMIN may only be accepted by the Customer without derogations.

  3. Offers and Tenders made orally cannot be binding, unless they later have been confirmed in writing by HOUSEVITAMIN, albeit by means of an invoice.

  4. All specifications of types, sizes, measurements, numbers, weights, rates and possibilities for processing will be made known while taking the utmost care, without, however, HOUSEVITAMIN guaranteeing that no discrepancies can or will occur. Should these unforeseen discrepancies occur, they will in no way bind HOUSEVITAMIN.

 

Article 4: Agreements

  1. An Agreement will solely come about by written confirmation and acceptance by HOUSEVITAMIN or if HOUSEVITAMIN has explicitly began to perform in accordance with the Agreement.

  2. Should a number of persons or legal entities form the Customer, they will all be jointly and severally liable for the fulfilling of the Agreement. Should the Agreement have been entered into by a third party on behalf of the Customer, said third party will warrant the Customer having accepted these General Terms and Conditions, failing which the third party is bound to these General Terms and Conditions as if it were the Customer itself.

  3. HOUSEVITAMIN is entitled to engage third parties in the execution of the Agreement.

  4. Except with express permission in writing from HOUSEVITAMIN, the Customer is forbidden to assign rights or duties under the Agreement to third parties.

  5. HOUSEVITAMIN is entitled to refuse the request to enter into an Agreement partially or completely or to postpone the execution of an outstanding Agreement for reasons of its own. This authority can be invoked, amongst other, because of the content(s), nature, import or form of such a request as well as because of technical objections, refusal of (advance) payment(s) or conflict of the request with the interests of HOUSEVITAMIN or third parties, amongst which other Customers.

  6. The Customer cannot invoke an Agreement if, before or during the execution of the Agreement, the information provided by the Customer on sizes, measurements, weights and numbers proves to be incorrect or incomplete. In such an event HOUSEVITAMIN reserves the right to not, or not further execute an Agreement. In such a case HOUSEVITAMIN can never be obliged to pay any compensation for damages or loss to the Customer, without prejudice to the right and possibility of HOUSEVITAMIN to be able to claim compensation for damages or loss from the Customer, or to execute the Agreement as yet, at a higher price than agreed upon, Customer then being obliged to perform said payment.

 

Article 5: Contents, Amendment and Annulment of the Agreement

  1. The Customer bears the risk of misunderstandings as to the contents and execution of the Agreement if these arise from HOUSEVITAMIN not receiving, not receiving in a timely or in an incomplete fashion of specifications or other communications made orally or by a person appointed thereto by the Customer or if they have been covered by any technical means such as telephone, e-mail, telefax and suchlike means of transmission.

  2. The Customer cannot derive any rights from advice and information it obtained from HOUSEVITAMIN if it bears no direct relation to the Agreement.

  3. Complete or partial amendment of the Agreement by the Customer is only possible if HOUSEVITAMIN agrees to it in writing. Should a complete or partial amendment of the Agreement lead to additional costs, HOUSEVITAMIN will be entitled to charge the Customer for compensation, to such an extent that the additional costs will at any rate be passed on to the Customer. Besides, the Customer will be completely liable for the consequences of the amendment in the Agreement towards third parties and will indemnify HOUSEVITAMIN in this respect.

  4. Except with express permission in writing from HOUSEVITAMIN, the Customer is not entitled to annul the Agreement completely or partially.

  5. To a permission in writing, as named in paragraph 4, HOUSEVITAMIN can attach the condition that it will be entitled to charge the Customer for compensation. These damages are understood to include the losses incurred and profits lost by HOUSEVITAMIN and at any rate they are understood to include the expenses HOUSEVITAMIN has already incurred during preparation, amongst which the costs of reserved production capacity, purchased materials, services engaged and storage. In case of complete or partial annulment by the Customer, the Customer is furthermore fully liable to third parties for the consequences of the annulment and indemnifies HOUSEVITAMIN in this respect.

  6. Should it prove necessary, in the course of the execution of the Agreement, at the discretion of HOUSEVITAMIN, for a proper execution of the Agreement, to change and/or supplement the work to be performed, HOUSEVITAMIN will inform the Customer of this, after which the Agreement will be amended, whether or not partially. HOUSEVITAMIN can never be held to any compensation of damages to the Customer as a consequence of such an amendment.

 

Article 6: Prices and Price Changes

  1. All prices stated by HOUSEVITAMIN are exclusive of turnover tax and other government levies and increases, unless expressly stated otherwise in writing.

  2. The price HOUSEVITAMIN has stated for the performances to be executed by it, is exclusively valid for the performances in accordance with the specifications agreed upon.

  3. HOUSEVITAMIN is entitled to charge extra costs, which were not agreed upon expressly in the Agreement, separately to the Customer, if incurring these costs is necessary for the execution of the Agreement. When appropriate, the Customer will be informed of this in writing as soon as possible.

  4. HOUSEVITAMIN is furthermore entitled to raise the prices and tariffs agreed upon, amongst others in case of interim price increases and/or surcharges on prices of goods, costs of materials, semi-finished products or services necessary for the execution of the Agreement, shipping costs, wages or social contributions, decrease in value of the currencies agreed upon and all other government measures having the effect of increasing prices as a result of which the cost price increases. Should this occasion arise, the Customer will be informed of this in writing as soon as possible.

  5. Should, after the Agreement has been entered into, prices for the realisation of the Agreement undergo a raise before HOUSEVITAMIN has completely met its obligations, HOUSEVITAMIN will be entitled to adapt and change its prices accordingly if and insofar 3 (three) months have elapsed since the coming about of the Agreement.

 

Article 7: Payment

  1. Amounts owed in the framework of the Agreement will be charged by means of an invoice. Payment will be made in euros (€) and must occur within the term of payment named in the Agreement, being the strict deadline. If no term of payment was included in the Agreement, payment is to take place within 14 days after the invoice date, being the strict deadline.

  2. The Customer cannot appeal to any right of discount, suspension or deduction. Compensation by the Customer is only permitted if HOUSEVITAMIN has recognized the Customer’s claim in writing.

  3. If a Delivery has been agreed upon in instalments and the first instalment has been delivered, besides payment for this instalment, HOUSEVITAMIN is entitled to demand payment for the costs incurred for the whole Delivery.

  4. At HOUSEVITAMIN’s first request, the Customer is obliged to provide security for the amounts to be paid to HOUSEVITAMIN under the Agreement. The security provided will have to be such that the claim and all interest and costs possibly accruing to it will be properly covered and that HOUSEVITAMIN will be able to recover from it without difficulty. A security which may have become insufficient at a later stage will have to be supplemented to a sufficient security at HOUSEVITAMIN’s first request. Furthermore, at HOUSEVITAMIN’s first request, the Customer is held to pay an advance for the payment of the amounts payable to HOUSEVITAMIN under the Agreement, especially for costs of purchase, development, production and transport connected to the execution of the Agreement (this in the widest sense of the word). In case of non-observance the Customer will be in default without HOUSEVITAMIN’s having to send a notice of default in writing. HOUSEVITAMIN will then, without prejudice to its rights under the law, be authorised, amongst others to postpone execution of the Agreement until the Customer has remedied this omission.

  5. Independently of the way they are named, payments will first be considered to meet the interest and costs incurred, and then to meet the oldest, unpaid invoice.

  6. In case the strict deadline for payment is exceeded, the Customer will be in default by operation of law and will then accrue an interest at the statutory interest rates over the amount owed, each month started counting as a month, without prejudice to the other rights HOUSEVITAMIN may exercise towards the Customer for non-payment or late payment.

  7. When a matter of default occurs, as described in paragraph 6 of this Article, HOUSEVITAMIN is entitled and authorized to immediately postpone and suspend the execution of the Agreement, until the Customer has fully met his outstanding financial obligations.

  8. If HOUSEVITAMIN is obliged to engage third parties to collect its claim, all further costs entailed will fall to the Customer, both judicial and extra-judicial, the latter being fixed at 15% of the amount to be claimed with a minimum of € 750 (seven hundred and fifty euros), this besides its further claims to compensation for damages.

 

Article 8: Delivery Times

  1. The delivery times given by HOUSEVITAMIN are approximate and can never be considered to be strict deadlines.

  2. The delivery time will only commence when parties have reached agreement on all commercial and technical details, all necessary data are in the possession of HOUSEVITAMIN, the payments (in instalments) have been received and, furthermore, all other conditions for the execution of the Agreement have been met.

  3. If other circumstances occur than those known to HOUSEVITAMIN when establishing the delivery time, it is entitled and authorised to extend the delivery time by the time necessary to execute the Agreement under these circumstances. In case the necessary work does not (any longer) fit into the planning of HOUSEVITAMIN, it will be executed as soon as the planning permits.

  4. Should HOUSEVITAMIN have postponed the execution of the Agreement, the delivery time given will be extended by the duration of the postponement.

  5. The mere expiration of the period of time does not constitute a default on the part of HOUSEVITAMIN, not even in case of a strict delivery date, agreed upon in writing.

  6. In case of delivery not taking place in time, the Customer must first give Notice of Default in writing to HOUSEVITAMIN, HOUSEVITAMIN being given a reasonable term for compliance, said term never being shorter than 14 (fourteen) days. Within this term, HOUSEVITAMIN can never be liable for compensation and never be in default.

 

Article 9: Execution of the Agreement

  1. HOUSEVITAMIN is free in the way it will execute the Agreement, unless Parties have entered into explicit agreements in writing. All Agreements will be executed by HOUSEVITAMIN in a sequence, determined by HOUSEVITAMIN.

  2. HOUSEVITAMIN is not held to deliver goods in instalments, however, HOUSEVITAMIN does have the right to execute the Agreement in instalments. In case of delivery in instalments, each delivery is to be considered to be a separate transaction.

  3. In the execution of the Agreement, the Customer is furthermore held by HOUSEVITAMIN to do everything that is reasonably necessary or desirable to enable a timely delivery by HOUSEVITAMIN.

  4. Should the Customer not meet his obligations ensuing from the Agreement, HOUSEVITAMIN will be authorised and entitled to immediately postpone and suspend the execution of the Agreement, or to completely or partially dissolve, annul or adapt the Agreement. HOUSEVITAMIN can never be held to any compensation of damages to the Customer as a result of such a suspension, dissolution annulment or adaptation. The Customer is, however, held to compensation of any damages ensuing from the delay caused by the suspension, also in respect of third parties and the Customer completely indemnifies HOUSEVITAMIN in this matter.

 

Article 10: Transport, Storage and Risk

  1. Unless expressly stated otherwise in writing, delivery of the goods to be delivered by HOUSEVITAMIN will occur according the last issued Incoterms based on Ex Works. Therefore the risk of loss or theft of and damage to the goods to be delivered shall pass to the Customer when HOUSEVITAMIN delivers the shipment to the first carrier. The Customer is in any case obliged to accept the delivered goods.

  2. HOUSEVITAMIN will not be charged with storing the goods to be delivered, unless it has expressly been agreed upon otherwise in writing. If for any reason whatever storage takes place, for instance if the Customer does not or cannot take delivery of the goods to be delivered by HOUSEVITAMIN, this will at all times take place at the risk and expense of the Customer. HOUSEVITAMIN will then always be entitled to avail themselves of their powers as set out in section 6:90 of the Dutch Civil Code.

  3. If part exchange is involved and the Customer continues to use the good(s) to be part exchanged, pending the delivery of the new good(s) by HOUSEVITAMIN, the risk of the good(s) to be part exchanged remains attached to the Customer, until the moment at which he has placed them in the possession of HOUSEVITAMIN.

 

Article 11: Retention of Title and Right of Pledge

  1. HOUSEVITAMIN will remain owner of all goods delivered by them, as long as the Customer has not completely met everything it is held to meet by the Agreement, especially obligations to pay, this inclusive of interest and costs.

  2. HOUSEVITAMIN is at all times entitled to repossess the goods delivered by it or to have them repossessed. The Customer therefore authorises HOUSEVITAMIN, or third parties engaged by them, to enter the business accommodation and other premises where the delivered goods have been stored and/or have been placed, and to do or not do that which will or can promote repossession, subject to an immediately due and payable penalty of € 10,000 (five thousand euros) a day that it is and remains in default.

  3. The goods delivered by HOUSEVITAMIN may solely be processed or resold to a third party by the Customer in the framework of normal business operations.

  4. The Customer is not permitted to exercise any rights on goods, such as pledging or encumbering with any rights, on which Retention of Title rests pursuant to this Article. The Customer is furthermore obliged to inform HOUSEVITAMIN immediately if third parties wish to exercise rights on goods on which Retention of Title rests pursuant to this Article.

  5. At HOUSEVITAMIN’s first Request the Customer undertakes to:

  6. insure, or to have and keep the goods on which, pursuant to this article, a Retention of Title rests, insured against damage by fire, explosion and water, together with theft and loss, and to present the relative policies to HOUSEVITAMIN for inspection;

  7. to pledge to HOUSEVITAMIN all claims on insurers by the Customer, upon resale of goods delivered by HOUSEVITAMIN , on which Retention of Title rests pursuant to this article, in the way set out in Section 3:239 of the Dutch Civil Code;

  8. to pledge to HOUSEVITAMIN all claims on its customers upon resale by the Customer relative to goods, delivered by HOUSEVITAMIN, on which Retention of Title rests pursuant to this article, in the way set out in Section 3:239 of the Dutch Civil Code;

  9. to regard and specify as such the goods delivered by HOUSEVITAMIN on which Retention of Title rests, pursuant to this article;

  10. to cooperate in every other way with all reasonable measures HOUSEVITAMIN wishes to take for the protection and safeguarding of its rights of ownership in relation to the goods delivered by it under Retention of Title,

which are all subject to an immediately due and payable penalty of € 10,000 (ten thousand euros) per day in which the Customer is and remains in default.

  1. If HOUSEVITAMIN cannot rely on its Retention of Title because the goods supplied by it are intermixed, deformation or accession, the Customer is obliged to pledge or to mortgage to HOUSEVITAMIN the newly created goods, subject to an immediately due and payable penalty of € 10,000 (ten thousand euro’s) per day in which it is and remains in default.

 

Article 12: Complaints

  1. HOUSEVITAMIN will exert itself to do everything that is reasonable necessary to ensure that the performance to be delivered by it, including in particular the delivery of goods, meet the requirements which can reasonably be set. In addition specific warranties may apply on the delivery of goods by HOUSEVITAMIN. These warranties are laid down in separate terms and conditions which may be amended and adapted from time to time.

  2. Immediately after execution of the Agreement, the Customer is obliged to inspect the performance and goods delivered by HOUSEVITAMIN thoroughly for faults and defects, and to inform HOUSEVITAMIN, either in writing or by e-mail, forthwith, but within 7 (seven) days at the very latest, if these are present.

  3. Should the Customer not have indicated the faults and defects, which could have been noted, or could have been noted upon thorough inspection, to HOUSEVITAMIN within 7 (seven) days after the time of execution and delivery, the Customer will be considered to agree with the state in which the aforementioned performance was delivered and the right of complaint will lapse.

  4. In case of faults and defects, ascertained by the Customer it is held to enter these on the bill of carriage and furthermore specify the faults and defects it has ascertained accurately, while presenting relevant proof, including, in any case the presentation of sound photographic evidence.

  5. HOUSEVITAMIN must immediately be given opportunity to check the faults and defects the Customer has ascertained. Should, in the opinion of HOUSEVITAMIN, the faults and defects ascertained by the Customer be correct, HOUSEVITAMIN will have the choice of either awarding reasonable damages such as refunding the original purchase price, with due observance of the stipulations of Article 13 and 14, or, in consultation with the Customer, seeing to an adequate solution such as rectifying the faults and defects (such as repair and/or replace the defective goods). In any case, the Customer will never be able to claim any reliance or additional damages.

  6. The performance delivered by HOUSEVITAMIN will in any case be judged as sound if the Customer has started using the delivered good or a part of, has started working with or using it, has delivered it to third parties, or has had third parties use it, has had it worked with or used or delivered by or to third parties, unless the Customer complied with what has been set out in this Article.

  7. Should, according to criteria of reasonableness and fairness, the term of 7 (seven) days, meant in the second and third Paragraph of this Article, be considered as unacceptably short, even for a careful and alert Customer, this term will be extended, at the latest, to the first moment at which either the investigation or informing HOUSEVITAMIN will be in reason possible for the Customer.

  8. The Customer is not entitled to terminate the Agreement or to fail to meet with his obligations completely or partially, or to stay or postpone them if HOUSEVITAMIN is in default or remiss in the correct performance of its obligations under the Agreement, unless it is a matter of gross negligence or serious fault.

 

Article 13: Liability and Damages

  1. HOUSEVITAMIN does not accept any liability whatever, for damages suffered by the Customer, unless they are the result of an attributable failure or a wrongful act of HOUSEVITAMIN. In this case, HOUSEVITAMIN is only liable insofar this liability is covered by HOUSEVITAMIN’s insurance and up to the amount of the payment by the insurer.

  2. Should HOUSEVITAMIN’s insurer not proceed to pay out for any reason, or should the damages not be covered by the insurance, liability in said case will be limited to the invoiced amount of the Agreement. HOUSEVITAMIN is not obliged to a further compensation of damages or costs, under whatever name and of whatever nature, including trading loss (amongst which for instance damages through stagnation and missed profits), immaterial damages or other consequential damages for the Customer.

  3. Furthermore, HOUSEVITAMIN is not liable in case of force majeure, as described in Article 14 of these General Terms and Conditions.

  4. The restrictions stipulated in this Article do not apply if the damage is the result of intent or gross negligence by HOUSEVITAMIN.

  5. The Customer indemnifies HOUSEVITAMIN for all liability towards third parties because of product liability as a consequence of a defect in a product delivered to a third party by the Customer and which in part consisted of products and/or materials provided by HOUSEVITAMIN.

 

Article 14: Force majeure

  1. Circumstances beyond the will and control of HOUSEVITAMIN, whether foreseeable at the time of entering into the Agreement or not, which are of such a nature that compliance with the Agreement can no longer in reason be asked of HOUSEVITAMIN, are to be considered as force majeure, whether lasting or temporary, and will free HOUSEVITAMIN from the obligation of performance.

  2. By force majeure are meant, amongst others: war, unrest, pandemics, molest, terrorism, natural disasters, storm damage, fire, earthquakes, floods, abnormal weather conditions, snow, falling snow, frost, floating ice, strikes, lockout or shortage of staff, shortcomings in equipment and means of transport, problems at sea, traffic obstructions, theft of goods, failures of electricity supply, internet connections and cable, telephone connections and other communication networks such as e-mail, breach of contract by third parties engaged by HOUSEVITAMIN together with all hindrances, caused by government measures. Force majeure on the part of (overseas) suppliers and distributors, together with delivery problems in case of addresses with so-called difficult delivery are also covered by this stipulation on force majeure.

  3. .In case of force majeure, HOUSEVITAMIN is entitled to terminate the Agreement wholly or partially without recourse to the courts, without the Customer being able to claim compensation.

 

 Article 15: Rescission and Termination

  1. Unless otherwise agreed in writing, an Agreement between HOUSEVITAMIN and the Customer can only be terminated on the part of the Customer if the Agreement has been entered into for an indefinite period of time and HOUSEVITAMIN has agreed to such termination.

  2. If an Agreement has been concluded between HOUSEVITAMIN and the Customer without underlying written agreements, whereby the Customer continuously purchases goods and/ or services from HOUSEVITAMIN for a period of one year or longer, a written notice period of 3 (three) months applies to both parties, to be increased by 1 (one) month for each year that the cooperation continues, with a maximum notice period of 6 (six) months in total.

  3. Should the Customer be remiss in meeting his obligations pursuant to the Agreement, or should circumstances as set out in Paragraph 4 of this Article take place, HOUSEVITAMIN has the right to terminate the Agreement immediately prematurely, without further Notice of Default being required. In this case the Customer will not be entitled to any compensation whatsoever, and the Customer will be obliged to pay HOUSEVITAMIN all damages, interest and costs resulting from the premature rescission or termination.

  4. Amongst others, HOUSEVITAMIN is entitled to premature rescission of the Agreement if the Customer fails to pay in a timely fashion or to meet obligations under the Agreement (including these General Terms and Conditions), or if one of the following circumstances occurs or threatens to occur:

    1. a pre-judgement attachment or execution is levied on one or more of the Customer’s assets;

    2. a petition for bankruptcy is filed for the Customer;

    3. the Customer is declared bankrupt;

    4. the Customer is granted a moratorium on payments, whether temporary or not, or such a moratorium is applied for by the Customer;

    5. the Customer dies or is placed under guardianship;

    6. the Customer’s business is discontinued and/or dissolved and/or wound up and/or transferred to a third party;

    7. HOUSEVITAMIN in declared bankrupt;

    8. the Customer performs or omits acts, whereby the good reputation of HOUSEVITAMIN or of third parties, amongst which other Customers is brought into serious disrepute;

    9. the Customer no longer complies with rules or regulations laid down by, or pursuant to the law;

    10. the Customer reports arrears in payment.

  5. Termination of the Agreement, regardless of the reason or cause thereof, entails that all claims of HOUSEVITAMIN on the Customer are immediately due and payable.

  6. Should HOUSEVITAMIN already have delivered a performance for the execution of the Agreement at the moment of dissolving, this performance and the related payment obligation will not be revoked.

 

Article 16: Intellectual Property Rights

  1. The Customer recognises that HOUSEVITAMIN is the owner or licensor of all intellectual property rights, such as patents, copyrights, trademarks, models, domain names, trade names, knowhow and all proprietary and/or commercial rights and trade secrets rights, tools, documentations et cetera in relation to HOUSEVITAMIN products. No transfer or other grant of rights is given to the Customer, unless otherwise explicitly stated in writing. This applies even if products have been specially designed, developed or complied for the Customer.

  2. Subject to the express written permission of HOUSEVITAMIN, the Customer is not allowed to use the intellectual property rights of HOUSEVITAMIN other than for resale of the delivered goods. Under no circumstances is the Customer permitted to alter, remove or change the intellectual property rights, numbers or other identification symbols that are used on or in connection with HOUSEVITAMIN products. In any case, the Customer will not use the intellectual property rights of HOUSEVITAMIN in a way that could in any way be damaging to their distinctiveness, reputation, validity or the goodwill of HOUSEVITAMIN, or to the company or trade name of HOUSEVITAMIN (in particular relating to the trademark or trade name HOUSEVITAMIN). The Customer will never use or register any brand/trademark or trade name that resembles any brand/trademark or trade name of HOUSEVITAMIN which could cause confusion (including indirect confusion) or misleading (in particular relating to the brand or trade name HOUSEVITAMIN).

  3. Subject to the express written permission of HOUSEVITAMIN, the Customer is not allowed to make changes to the HOUSEVITAMIN products for the resale, including but not limited to the manual, packaging and labelling. In the extend thereof, the Customer is in any case not allowed to resell, rent and/or otherwise exploit the HOUSEVITAMIN products under an another name and/or trademark than HOUSEVITAMIN. When providing information to its (potential) customers, the Customer will only use product information about the HOUSEVITAMIN products that HOUSEVITAMIN has provided to the Customer. The Customer will ensure that it will not pass on incorrect or misleading information about the HOUSEVITAMIN product to third parties.

  4. The Customer will immediately notify HOUSEVITAMIN in writing of all infringements or possible infringements of the intellectual property rights of HOUSEVITAMIN that come to its attention. Whether or not legal steps will be taken with regard to such infringements is at HOUSEVITAMIN’s discretion.

  5. In case of breach of this Article, the Customer will forfeit (for each breach) an immediately due and payable penalty of € 10,000 (in words: ten thousand euros), together with an immediately due and payable penalty of € 1,000 (in words: one thousand euros), for every day or part of a day that it continues to be in breach, without prejudice to his obligation to pay HOUSEVITAMIN complete compensation in this matter, should it amount to more than the amounts of the penalties given.

 

Article 17: Promotional materials

  1. Promotional materials which have been given by HOUSEVITAMIN to the Customer, including – but not limited to – displays, stands, brochures, samples, demonstration models etc., can only be used in relation to the (re)sales and promotion of HOUSEVITAMINS products. Said promotional materials are property of HOUSEVITAMIN. In the event that the Customer does not purchase HOUSEVITAMIN products and will turn to a competing trademark/brand or competing (re)seller, HOUSEVITAMIN is entitled to claim said promotional materials from the Customer. The Customer will thus be obliged to return all said promotional materials to HOUSEVITAMIN. Additionally, HOUSEVITAMIN is entitled to claim said promotional materials in the event that the Customer is declared bankrupt or granted a suspension of payment, whether or not provisional, or when the Customer has otherwise wholly or partly lost the right or power to dispose of its assets, all irrespective of whether the situation is irrevocable, or if the Act on Debt Consolidation for Natural Persons (in Dutch: de Wet Schuldsanering Natuurlijke Personen c.q. WSNP) is declared applicable to the Customer. In all the aforementioned cases, the Customer is obliged to return all said promotional materials to HOUSEVITAMIN.

  2. The Customer will, in advance, cooperate with HOUSEVITAMIN to repair the promotional materials.

 

Article 18: Confidentiality

  1. The Customer undertake to do everything to prevent confidential information from and about HOUSEVITAMIN being brought to the attention of or delivered into the hands of third parties. All this does not apply if there is a legal obligation of disclosure and/or if the Customer shows that certain information is already in the public domain, by means other than by a breach of this confidentiality.

  2. The Customer will see to it that an obligation of confidentiality, equal to that set out in paragraph 1, will be imposed on his employees or third parties brought in by him who have access to the information meant in paragraph 1.

  3. In case of breach of this Article, the Customer will forfeit (for each breach) an immediately due and payable penalty of € 10,000 (in words: ten thousand euros), together with an immediately due and payable penalty of € 1,000 (in words: one thousand euros), for every day or part of a day that it continues to be in breach, without prejudice to his obligation to pay HOUSEVITAMIN complete compensation in this matter, should it amount to more than the amounts of the penalties given.

 

Article 19: Applicable Law and Competent Court

  1. Agreements and further Agreements deriving from them, to which these General Terms and Conditions apply, are solely governed by Dutch Law.

  2. All disputes, arising from the Agreements, to which these General Terms and Conditions apply, or from other Agreements deriving from them, including their execution, shall be settled exclusively by the component court of Noord-Holland, location Alkmaar (the Netherlands). The Dutch district court of Noord-Holland, location Alkmaar shall therefore have jurisdiction in all possible conflicts.

 

Article 20: Amendment and Explanation of the General Terms and Conditions

  1. These General Terms and Conditions may be amended and adapted. Any future adaptations and amendments will also apply to Agreements which came about before the date of amendment and adaptation, unless it has been expressly agreed upon differently in writing.

  2. The amendments and adaptations will come into effect 21 days after publication, unless it has been announced differently at publication.