1. General
1.1 These terms of sale apply to all agreements and to all other acts of the selling members of the assocation except for modifications explicitly agreed upon and understood in writing by any selling and the buying other party.
1.2 The applicability of any terms or conditions referred to by the other party in whatever way other than own terms will be explicitly denied by us.
1.3 Dutch law will apply to all agreements. Representatives and other intermediaries of the selling members have no larger authority or proxy than usual, in particular they do not bind us if they deviate from these terms, confirm to any agreements in writing, or receive payments.
1.4 The applicability of the Uniform Acts in respect of international acquisitions of tangible movable property and in respect of the realization of international contracts of sale of tangible movable property as well as the Vienna Sales Treaty is excluded.
2. Tenders
2.1 Tenders are not binding and are only meant as an invitation to the other party to place an order.
2.2 An agreement is realized either verbally by simultaneous delivery and payment for the property by the buyer, or by acceptance in writing or by shipment of the property by the seller.
3. Complaints
3.1 Buyer will notify the seller in writing of any visual defects not later than five (5) days after the receipt of the property or properties. Buyer will notify the seller in writing of any defects that could not have been found on normal inspection, immediately after same defects have been discovered and not later than thirty (30) days after the receipt of the property or properties.
3.2. The seller is obliged to honour reasonable claims regarding quality, class, or quantity of the delivered property or properties by replacement of same only, unless this is impossible due to the rareness of the delivered property. In this case the seller will reimburse any payments.
3.3 The seller’s liability will never lead to any other obligations than one of the obligations mentioned in the previous subsection.
4. Transfer and Risks
4.1 Transfer is effected ex antiquarian bookshop, and the sold property is deemed to be transferred and the conveyance of risks with respect to the property is in force from the moment same property is transferred or handed over to the shipping agent or transporter. If the property is supplied directly to the buyer or to a third party appointed by him, the sold property is deemed to be transferred property and the conveyance of any risks with respect to same will be in force from the moment the property is at the actual disposal of the buyer or of said third party appointed by him.
4.2 If transport to the destination cannot take place due to circumstances beyond seller’s control, the seller is fully entitled to store the property at the buyer’s expenses.
4.3 The delivery dates given by the seller are an approximation. The seller cannot be held responsible for failing to meet any date of delivery. In this case, the buyer is not entitled to cancel the order or refuse acceptance of the property, unless the estimated date of delivery has been overdue to such an extent that the buyer cannot reasonably be expected to keep up the agreement. In this case the buyer is only entitled to cancel the order in writing and to reclaim any payments already made.
5. Price
5.1 The seller will charge those prices that are valid on the date of delivery. Unless explicity understood and agreed upon differently, the following costs will be charged to the buyer: packaging and shipment, costs of transport insurance, export, import and excise duties as well as all other taxes or impositions due concerning the delivered property and transport thereof.
6. Payment
6.1 All payments will be made without any compensations or discount. Unless explicitly understood and agreed upon differently, the buyer, within fourteen (14) days of the date of invoice, is bound to settle the net price of the seller’s invoice in cash or by transfer of such a sum into the seller’s bank or giro account, without any charges being made to seller. The place of payment is the place where seller has established his business.
6.2 The seller is entitled to suspend fulfilment of any obligations as long as the buyer has not settled any payments due, such as purchase prices and/or transport charges, insofar as same can be claimed.
6.3 From the fourteenth (14th) day of the date of invoice, the buyer, without any notice or injunction, will owe an amount of interest equal to the statutory interest which at that moment is valid in the Nedetherlands, augmented by two (2) per cent.
7. Reservation of title
7.1 Without prejudice to the buyer’s obligation to pay timely, title of the delivered property will exclusively remain with the seller until the buyer has fulfilled all his obligations that are resultant from or connected with said property delivered, or to be delivered, by us under the terms of the agreement.
7.2 The buyer is not entitled to sell or supply to a third party any property or properties delivered to him but not yet been paid for by him, unless such is inevitable within the scope of his nornal business operations.
8. Returns
8.1 Returns of containers, covers or any other packaging materials for which the seller has been invoiced, are only accepted if the shipment to the seller’s established place of business has been stamped with sufficient valid postage stamps, is in good condition and has taken place within ninety (90) days of the date of said invoice to the seller. In this case the invoiced price of packaging materials will be refunded to the buyer.
9. Recovery
9.1 All recovery charges due by the buyer, whether of a judical or extrajudical nature, will be at the buyer’s expenses.
9.2 The extrajudical charges to be compensated for will be calculated on the basis of the collecting rates for same recovery procedures as charged by the ‘Nederlandse Orde van Advocaten’ (Dutch Law Society) at the time of the collection order, with a minimum of EUR 250.
10. Force majeure
10.1 If the seller cannot fulfil his obligations towards the buyer due to circumstances beyond his control, the buyer will have no right to compensation.
10.2 Circumstances beyond the control of the seller are any circumstances that occur outside the influence of the seller, and which prevent his fulfilment of any obligations towards the buyer or because of which the fulfilment of obligations cannot reasonably be asked of him, regardless whether these circumstances could have been foreseen at the time of concluding the agreement.
11. Disputes
11.1 Unless national or international law or jurisdiction applies and strictly and forcibly annuls the ruling of this article, all disputes between parties will be submitted to the ‘Arrondissementsrechtbank’ (District Court) which holds its sessions in the district in which the seller has established his place of business.
