GENERAL TERMS & CONDITIONS
BLAKE SEVEN VOF

GENERAL TRADE AND DELIVERY TERMS OF BLAKE SEVEN VOF SEATED IN ROTTERDAM,

CHAMBER OF COMMERCE NO. 53301641
VAT NO: NL850829811B01 

These general sales conditions govern the legal relationship between Blake Seven VOF and her Counterparties. They are part of all offers, offers and agreements regarding the performance of supplies and / or services by Blake Seven VOF.

From: Blake Seven VOF, Goudsesingel 128, 3011 KD Rotterdam hereafter: Blake Seven

Article 1 Definitions

1.1 In these general conditions the following terms are used in the following meaning, unless explicitly stated otherwise;

1.2 Blake Seven: the user of the general terms and conditions;
Counterparty: the Counterparty of Blake Seven, acting in the exercise of profession or business;
Agreement: the agreement between Blake Seven and the counterparty

Article 2 General

2.1. Blake Seven has the right to change these general terms and conditions in the interim. The modified General sales conditions then take the place of the terms and conditions applicable up to that time and will apply as much as possible to existing agreements as soon as Blake Seven has offered the Counterparty and reasonable opportunity to take note of the changed conditions.

2.2. The provisions of these general terms and conditions apply to every quotation, offer and every agreement between Blake Seven and the Counterparty, to which Blake Seven declares these terms and conditions apply to, insofar as parties have not expressly deviated from these conditions in writing. 

2.3. The present conditions also apply to all agreements with Blake Seven, for the execution of which third parties must be involved.

2.4. General conditions of the Counterparty only apply if express and in writing agreed that they apply to the agreement to the exclusion of these conditions. If then any conflicting provisions in the general terms and conditions of Blake Seven and the Counterparty will then apply only between parties, if and insofar as they form part of the conditions of Blake Seven.

2.4. If one or more provisions in these general terms and conditions are void or may be nullified, the other provisions of these general terms and conditions will remain fully applicable. Blake Seven and the Counterparty will then consult in order to agree on new provisions to replace the null and void or nullified provisions, in which the purpose and intent of the original provision will be taken into account if and insofar as possible.

2.5. If there is uncertainty about the explanation of one or more provisions of this general conditions, the explanation must take place 'in the spirit' of these provisions.

2.6. If a situation arises between the parties that is not regulated in these general terms and conditions, then this situation should be assessed in the spirit of these general conditions. 

2.7. If Blake Seven does not always demand strict compliance with these conditions, this does not mean that the provisions thereof do not apply, or that Blake Seven would in any degree lose the right to demand strict compliance with the provisions of these conditions in other cases.

Article 3 Offers and offers

3.1. The offers and quotations made by Blake Seven count as an invitation to do negotiations. The offers and quotations made by Blake Seven are therefore non-binding and do not count as an irrevocable offer, unless a term for acceptance is included in the quotation or offer included. 

3.2. A quotation or offer will lapse if the product to which the quotation or offer relates in the time is no longer available.

3.3. If the Counterparty agrees with the quotation or offer referred to in paragraph 1 of this Article, the agreement of the Counterparty shall be deemed to be an offer as referred to in Article 6: 217 et seq. Of the Dutch Civil Code. Blake Seven still needs to accept this offer from the Counterparty. If Blake Seven does not accept the offer of the Counterparty, no agreement will be concluded. 

3.4. Delivery times in quotations from Blake Seven are indicative and do not give the Counterparty the right to dissolution or compensation if they are exceeded, unless expressly agreed otherwise. 

3.5. All prices mentioned in the quotation or offer are exclusive of VAT and other levies of the government, any costs to be incurred in the context of the agreement, including travel accommodation, shipping, packaging and administrative costs, unless stated otherwise. 

3.6. Blake Seven is not bound by its obligations under a concluded agreement if printing and / or writing errors have been made in the quotation or offer. If in the offer or offer printing and / or written mistakes Blake Seven has the right to execute the agreement as parties have intended to be agreed upon at the sole discretion of Blake Seven.

3.7. If the acceptance deviates from the offer included in the offer or offer Blake Seven not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless Blake Seven indicates otherwise. 

3.8. A composite quotation does not oblige Blake Seven to deliver part of the in the offer or offer understood goods against a corresponding part of the stated price. 

3.9. Verbal promises by representatives or intermediaries of Blake Seven, only bind Blake Seven if confirmed in writing by her. 

3.10. Quotations or offers do not automatically apply to repeat orders. 

3.11. Blake Seven reserves the right to perform a credit test for the benefit of the secured credit insurance. Should the application limit be rejected by the credit insurer, then Blake Seven also reserves the right to cancel the order, quotation or offer.

Article 4 Implementation of the contract

4.1. Blake Seven will make the contract to the best understanding and ability and in accordance with the requirements of good craftsmanship. All this on the basis of the current state of knowledge at that time.

4.2. If and insofar a proper execution of the agreement requires, Blake Seven has the right have certain work done by third parties. 

4.3. The Counterparty shall ensure that all data, of which Blake Seven indicates that these are necessary or of which the Counterparty should reasonably understand that these are necessary for the execution of the agreement, are provided to Blake Seven in good time. If the data required for the execution of the agreement are not provided to Blake Seven in time, Blake Seven has the right to suspend the execution of the agreement and / or the additional costs resulting from the delay according to the usual rates to the Counterparty. to bring. 

4.4. Blake Seven is not liable for damage of any kind, because Blake Seven has gone out of incorrect and / or incomplete data provided by the Counterparty, unless this incorrectness or incompleteness for Blake Seven should have been known. 

4.5. If it has been agreed that the agreement will be executed in phases, Blake Seven can execution of those parts that belong to a following stage until the Counterparty has approved the results of the preceding phase in writing.

4.6. If by Blake Seven or third parties engaged by Blake Seven in the context of the assignment work is carried out at the location of the Counterparty or a location designated by the Counterparty, the Counterparty will provide free of charge for the facilities reasonably desired by those employees. 

4.7. The Counterparty indemnifies Blake Seven against any claims from third parties that suffer damage in connection with the execution of the agreement and which is attributable to the Counterparty.

Article 5 Delivery 

5.1. The delivery of goods in the Netherlands will take place, at the expense of the Counterparty, to one in the sales order specified address and in the absence thereof to the office address of the Counterparty, on the understanding that the costs for transport and insurance are at the expense of the Counterparty, whereby Blake Seven determines the manner of transport and packaging, unless otherwise agreed in writing. 

5.2. The Counterparty is obliged to take delivery of the goods at the time that Blake Seven delivers them or has them delivered to him, or at the time when they are made available to him according to the agreement. 

5.3. If the Counterparty refuses to take delivery or is negligent with the provision of information or instructions necessary for the delivery, Blake Seven is entitled to store the goods at the expense and risk of Counterparty.

5.4. If the goods are delivered, Blake Seven is entitled to charge any delivery costs. These will then be invoiced separately.

5.5. If Blake Seven requires information from the Counterparty in the context of the execution of the agreement, the delivery period will commence after the Counterparty has made it available to Blake Seven. 

5.6. If Blake Seven has specified a delivery period, this is indicative. A specified delivery time is therefore never a deadline as referred to in Article 6:83 sub a Dutch Civil code. If the term is exceeded, the Counterparty must declare Blake Seven in writing in default. Blake Seven is not liable for any damage of the Counterparty due to violation of a fatal delivery time.

5.7. Blake Seven is entitled to deliver the goods in parts, unless this has been deviated from by agreement or if the partial delivery does not have an independent value. Blake Seven is entitled to invoice the thus delivered separately.

5.8. If it has been agreed that the agreement will be executed in phases, Blake Seven can execution of those parts that belong to a following stage until the Counterparty has approved the results of the preceding phase in writing.

5.9 No transport and packaging costs will be charged for all orders over € 500 for shipments to Belgium and The Netherlands.

Article 6 Samples and models 

6.1 If a sample or model has been shown or provided to the Counterparty, then it is only suspected if designation without having to comply with the item, unless it is explicitly stated agreed that the case will be in accordance with this.

Article 7 Investigation, advertising 

7.1. The Counterparty is obliged to deliver the goods at the time of delivery, but in any case within such a short time investigate possible term. The Counterparty should also examine quality and quantity of the delivered correspond with what has been agreed, or at least meets the requirements that apply to it in normal (trade) traffic.

7.2. Any visible defects or shortages must be reported to Blake Seven in writing within 3 days of delivery. Non-visible defects or shortcomings must be reported within 2 weeks after discovery but no later than 1 month after delivery. 

7.3. If, pursuant to the previous paragraph, a complaint is made in time, the Counterparty remains obliged to take delivery and payment of the purchased items. If the Counterparty wishes to return defective items, this will be done with prior written permission of the Blake Seven in the manner indicated by Blake Seven.

Article 8 Fees, price and costs 

8.1. If Blake Seven has agreed a fixed sales price with the Counterparty, Blake Seven is nevertheless entitled to increase the price in the cases mentioned below. 

8.2. Blake Seven is entitled to charge a higher sales price corresponding to the cost price increase if Blake Seven can demonstrate that between the formation and execution of what has been agreed and during that period one or more of Blake Seven's cost factors such as, for example, but not exclusively freight costs, import duties, exchange rates, wages, raw materials, semi-finished products or packaging materials have increased to such an extent that the cost price of Blake Seven has increased by more than 5%. In the event of a discussion about the increase of one or more of the cost price factors, the administration of Blake Seven is leading. 

8.3. The prices used by Blake Seven are exclusive of VAT and any other levies of the government, any costs to be incurred in the context of the agreement, including travel accommodation, shipping, packaging and administrative costs, unless stated otherwise.

Article 9 Amendment of the agreement 

9.1. If during the execution of the agreement it appears necessary for a proper execution is to change and / or supplement the work to be performed, parties will timely and in mutual consult the agreement accordingly.

9.2. If the parties agree that the agreement will be amended and / or supplemented, the time of completion of the execution will be affected. Blake Seven will notify the Counterparty as soon as possible to inform about this.

9.3. If the amendment and / or supplement to the agreement have financial and / or qualitative consequences, Blake Seven will inform the Counterparty in advance. 

9.4. If a fixed rate has been agreed, Blake Seven will indicate to what extent the change or addition to the contract results in an overrun of this fixed rate.

9.5. Contrary to the stipulations in this respect, Blake Seven will not be able to charge any additional costs if the change or addition is the result of circumstances that can be attributed to him.

Article 10 Payment

10.1. The Counterparty is not permitted to apply a discount to the agreed amount or the discount to settle the agreed amount with any amounts to be paid by Blake Seven to the Counterparty.

10.2. Payment must be made within 14 days of the invoice date, to be specified by Blake Seven manner in the currency in which is billed. Objections against the height of the invoices suspend the payment obligation not on.

10.3. If the Counterparty fails to pay within the period of 14 days, then the Counterparty legally in default. The Counterparty will then owe an interest of 1% per month, unless the statutory interest is higher, in which case the statutory interest will apply. The interest on the due and payable amount will be calculated from the moment that the Counterparty is in default until the moment of payment of the full amount.

10.4. In the event of liquidation, bankruptcy, attachment or suspension of payment of the Counterparty, the Blake Seven claims against the Counterparty immediately due and payable. 

10.5. Blake Seven has the right to have the payments made by the Counterparty go first of all to reduce the costs, then to reduce the interest still due and finally to reduce the principal sum and the current interest. Blake Seven may, without being in default, refuse an offer of payment if the Counterparty designates a different order for the allocation. Blake Seven can refuse full payment of the principal sum, if not also the interest and accrued interest as well as the costs are paid. 

10.6. Blake Seven has the possibility to charge a credit limitation surcharge of 2%. This one surcharge is not due on payment within 14 days after invoice date.

Article 11 Retention of title 

11.1. All items delivered by Blake Seven, including any designs, sketches, drawings, films, software, (electronic) files etc. remain the property of Blake Seven until the the Counterparty has fulfilled all the following obligations from all agreements concluded with Blake Seven.

11.2. The Counterparty may not use products on which Blake Seven has the right of ownership pledging or transferring as a guarantee. The Counterparty may dispose of these products within normal business operations.

11.3. If third parties seize the goods delivered under retention of title or wish to establish or assert rights thereon, the Counterparty is obliged to notify Blake Seven of this as soon as reasonably may be expected.

11.4. The Counterparty undertakes to insure the goods delivered subject to retention of title and to keep them insured against fire, explosion and water damage as well as against theft and to make the policy of this insurance available for inspection on first request.

11.5. Goods delivered by Blake Seven, which, by virtue of the provisions in subsection 11.1 of this Article retention of title may only be made within the framework of normal business operations resold and never be used as a means of payment.

11.6. In case Blake Seven wishes to exercise his property rights as referred to in this Article, the The Counterparty now unconditionally and not revocable consent to Blake Seven or third parties to be designated by them to enter all those places where the properties of Blake Seven are located and to take back those items. 

11.7. Blake Seven is entitled to the products in respect of which the Counterparty is not fully engaged payment obligations have been met either under themselves until the due has been paid in full, or the to sell products to third parties, in which case the proceeds after deduction of the costs will be deducted from the amount owed by the Counterparty.

Article 12 Complaints

12.1. The Counterparty is obliged to check on delivery of the purchased products (transport) damage has occurred and / or the delivered goods do not show any shortages. As soon as possible after delivery, the Counterparty is obliged to check whether the delivered goods also comply with the agreement.

12.2. Complaints with regard to (transport) damage or shortages in the delivered goods must also be noted on the consignment note by the Counterparty and must be specified to Blake Seven immediately. Failing this, the Counterparty will lose all its rights towards Blake Seven on the grounds of such damage or shortages, unless there is intent or gross negligence of the management of Blake Seven.

12.3. Complaints with regard to shortcomings other than those referred to in Article 12.2 must be submitted to the Counterparty immediately after having discovered it or taking into account, in light of the inspection obligation referred to in Article 12.1, in all fairness had to discover Blake Seven in writing and sufficiently accurately specified, with it is understood that such complaints can under no circumstances occur later than 2 weeks after delivery submitted. Complaints made known to Blake Seven after this period need not be dealt with by Blake Seven. Unless there is intent or gross negligence on the part of Blake Seven's management, the Counterparty is deemed to have received the products in good condition and loses to Blake Seven.

12.4. The payment obligations for the Counterparty are not suspended due to complaints about the products.

12.5. If a timely complaint is found to be well-founded, the Counterparty is not entitled to dissolve the agreement and Blake Seven is only obliged to deliver the missing products as soon as possible or to replace the delivered products. Blake Seven is, however, authorized instead of replacement to opt for a refund of the purchase price against return to Blake Seven of the delivered goods. Only if Blake Seven fails to replace or refund the purchase price, the Counterparty has the right to dissolve the agreement. The products to be replaced on which the complaint is found to be founded become the property of Blake Seven.

12.6. Blake Seven guarantees that the items to be delivered meet the usual requirements and standards that can be set for them and are free of any defects. 

12.7. The guarantee mentioned under 1 shall also apply if the goods to be delivered are intended for use abroad and the Counterparty of this use at the time of entering into the agreement explicitly has made a written notification to Blake Seven.

12.8. The guarantee mentioned under 1 applies for a period of 2 weeks after delivery.

12.9. If the goods to be delivered do not meet these guarantees, Blake Seven will take the case within reasonable period after receipt thereof or, if return is not reasonably possible, written notification of the defect by the Counterparty, at the option of, Blake Seven replaced or take care of for recovery. In case of replacement, the Counterparty already commits itself to return the replaced item to Blake Seven and to provide ownership to Blake Seven.

Article 13 Guarantee 

13.1. The guarantee referred here does not apply if the defect arose as a result of improper or improper use or when, without the written permission of Blake Seven, the Counterparty or third parties have made changes or attempt to apply the goods or used them for purposes for which the case is not intended. 

13.2. If the guarantee provided by Blake Seven concerns a case that was produced by a third party, the warranty is limited to that provided by the manufacturer of the item.

Article 14 Collection costs 

14.1. If the Counterparty is in default or omission in the (timely) fulfillment of its obligations, then all reasonable costs incurred in obtaining payment out of court are at the expense of the Counterparty. In any event, the Counterparty will incur debt collection costs plus the interest costs in the event of a monetary claim. The collection costs are calculated in accordance with the collection rate as per the Dutch Order of Lawyers in debt collection cases are advised.

14.2. If Blake Seven has incurred higher costs, which were reasonably necessary, these will also qualify for reimbursement. 

14.3. Any reasonable judicial and execution costs incurred will also be charged to the Counterparty. 

Article 15 Suspension and dissolution

15.1. Blake Seven is authorized to suspend the fulfillment of the obligations or the agreement

dissolve if: 

• The Counterparty does not or not fully comply with the obligations from the agreement.
• After the conclusion of the agreement Blake Seven come to know the circumstances good ground fear that the Counterparty will not fulfill its obligations. In case there is good ground to fear that the The Counterparty will only partially or improperly fulfill its obligations, the suspension is only permitted insofar as the shortcoming justifies it.
• The Counterparty is requested to provide security for the fulfillment of its obligations under the agreement when the contract is concluded and this security is not provided or is insufficient. As soon as security has been provided, the authority to suspend will lapse, unless this payment has been unreasonably delayed.

15.2. Furthermore, Blake Seven is authorized to terminate the agreement (or have it dissolved) if circumstances arise which are of such a nature that fulfillment of the agreement is impossible or, according to standards of reasonableness and fairness, can no longer be demanded, or if circumstances arise otherwise of such nature that the unaltered maintenance of the agreement cannot reasonably be expected. 

15.3. If the agreement is dissolved, Blake Seven's claims against the Counterparty immediately due and payable. If Blake Seven suspends the fulfillment of the obligations, he retains his claims from the law and agreement.

15.4. Blake Seven always reserves the right to claim compensation. 

Article 16 Return of goods made available 

16.1. If Blake Seven has goods available to the Counterparty for the execution of the agreement the Counterparty is obliged to return the delivered goods within 14 days in their original state, free of defects and in full. If the Counterparty fails to comply with this obligation, all resulting costs will be for his account. 

16.2. If the Counterparty, for whatever reason, after being warned to do so, still remains in default with the obligation mentioned under 1., Blake Seven has the right to recover the resulting damage and costs, including the costs of replacement, from the Counterparty.

Article 17 Liability 

17.1. If items delivered by Blake Seven are defective and timely complaint is the liability of Blake Seven towards the Counterparty is limited to what is regulated in these conditions under "Guarantees". 

17.2. If Blake Seven is liable for direct damage, then this liability is limited to a maximum of twice the invoice amount, at least that part of the agreement to which the liability relates, at least up to the net values of the delivered goods.

17.3. Direct damage is exclusively understood as:

• the reasonable costs for determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these conditions;
• any reasonable costs incurred to the defective performance of Blake Seven to the agreement have this answered, unless this defect cannot be attributed to Blake Seven;
• reasonable costs incurred to prevent or limit damage, in so far as Counterparty demonstrates that this costs have led to limitation of direct damage as referred to in these general conditions.

17.4. Blake Seven is never liable for indirect damage, including consequential damage, forfeited profit, missed savings and damage due to business stagnation. 

17.5. The limitations of liability for direct damage included in these conditions do not apply if the damage is due to intent or gross negligence of Blake Seven or his subordinates.

17.6. The Counterparty indemnifies Blake Seven from all liability claims by third parties in connection with agreements concluded with Blake Seven, and therefore all claims of third parties for compensation towards Blake Seven, for any reason whatsoever, including but not limited to claims by third parties pursuant to product liability as referred to in Article 6: 185 et seq. of the Dutch Civil Code or otherwise. The Counterparty also indemnifies Blake Seven against all costs incurred by Blake Seven for legal assistance in this respect. 

Article 18 Risk transition 

18.1. The risk of loss or damage to the products that are the object of the agreement will pass to the Counterparty at the time when these are delivered legally and / or factually to the Counterparty and in the power of the Counterparty or of third parties to be appointed by the Counterparty.

Article 19 Force majeure

19.1. The parties are not obliged to comply with any obligation if they are prevented from doing so as a result of a circumstance that is not due to fault, and neither under the law, a legal act or generally accepted for their account. In case of force majeure, Blake Seven is released from its obligations to fulfill the agreement and not liable to pay compensation to the Counterparty.

19.2. Force majeure is understood in these general terms and conditions in addition to the relevant provisions in the law and jurisprudence is understood, all external causes, foreseen or unforeseen, on which Blake Seven can exert no influence, but because of which Blake Seven is unable to meet his obligations. Work strikes at Blake Seven's company are included.

19.3. Blake Seven also has the right to invoke force majeure, if the circumstance that (further) performance prevents, after Blake Seven should have fulfilled its commitment.

19.4. During the period that the force majeure continues, the parties can suspend the obligations under the agreement. If this period lasts longer than 2 months, each of the parties is entitled to the agreement dissolve, without obligation to compensate damage to the Counterparty. 

19.5. Insofar as Blake Seven has at the time of the occurrence of force majeure partially fulfilled his obligations under the agreement or will be able to comply with it, and the part to be fulfilled or to be fulfilled belongs to independent value, Blake Seven has the right to comply with or comply with. to invoice part separately. The Counterparty is obliged to pay this invoice as if it were a separate agreement.

Article 21 Competent court

21.1. All disputes, including those that only become such by one of the parties considered as a result of quotations, offers, agreements or deliveries between Blake Seven and the Counterparty, will exclusively be submitted to the Court in the arrondissement of the Blake Seven location.

21.2. Without prejudice to the provisions of paragraph 1 of this Article, Blake Seven is authorized to submit the aforementioned disputes to the competent court according to normal rules of competence.

Article 22 Disputes 

22.1. The judge in Blake Seven's place of business has exclusive jurisdiction to hear disputes, unless the subdistrict court has jurisdiction. Nevertheless, Blake Seven has the right to submit the dispute to the competent court according to the law. 

22.2. The parties will first appeal to the courts after they have made every effort to settle a dispute in mutual consultation.

Article 23 Applicable law

23.1. All legal relationships to which Blake Seven is a party are exclusively governed by Dutch law, even if an obligation is fully or partially executed abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is explicitly excluded. 

Article 24 Change and location of the conditions

24.1. These conditions have been filed at the office of the Chamber of Commerce in Breda.

Applicable is always the last registered version or the version that applied at the time of the creation come from the agreement.