General terms and conditions
Article 1: General
1.1 The trading conditions below are applicable to all deliveries made and services provided by New Ways B.V. (hereinafter referred to as seller). The customers of New Ways B.V. are hereinafter referred to as: buyer.
1.2 Varying and/or special provisions that derogate from the general provisions of the seller below, shall be binding subject to the written acceptance by the seller.
1.3 A general referral by the buyer to his/her general terms and conditions shall be deemed accepted by the seller, subject to the explicit and written confirmation from the seller.
1.4 All offers provided by the seller are free of obligation, unless explicitly expressed otherwise, in writing.
1.5 All particulars with regard to the products to be delivered, including: properties, dimensions, product composition and suchlike, as well as any other particulars, such as the colours of the printed materials, catalogues, illustrations and suchlike and which are included in the offers of the seller are meant for indicatory purposes only and do not bind the seller and must therefore be deemed to have been provided in good faith.
1.6 In addition to the seller, these general terms and conditions can also be invoked by all persons engaged by the seller to perform any delivery to the customer.
Article 2: Acceptance
2.1 An agreement entered into by a representative of the seller is binding, provided that the seller has accepted the relevant agreement.
2.2 The seller reserves the right to notify the buyer in writing that an order placed as part of an agreement referred to in article 1 shall not be carried out, or cannot be carried out without the necessary adjustment, due to circumstances the representative could not reasonably be aware of at the time the agreement was entered into. In that instance, the agreement shall be deemed to have been terminated extrajudicially, unless the parties find an alternative method to honour the agreement.
2.3 The seller shall carry out any additions and/or changes proposed by the buyer after the agreement has been concluded, subject to the explicit and written approval of the seller.
2.4 All agreements entered into with the seller are subject to the resolutive condition that the seller has been given the opportunity to form his own opinion with regard to the solvency of the buyer.
Article 3: Prices
3.1 All products destined within the city of Amsterdam shall be delivered free of charge. Prices of products intended for export purposes shall be based on delivery ex works the seller, unless agreed otherwise. Any dispatch and handling costs shall be passed on to the buyer.
3.2 Agreements are always entered into on the basis of prices as applicable on the date that the offer of the seller was accepted by the buyer
3.3 Prices agreed between the parties are binding, unless within three months of the agreement having been concluded it appears to be necessary to increase prices due to circumstances beyond the control of the seller, such as an increase in taxes and/or excise, an increase in the costs for transport of the product to the place of destination imposed by the importer/manufacturer, an official increase in product prices imposed by the importers or manufacturers, changes in the exchange rate and suchlike, unless such increases and/or changes could have reasonably been foreseen by the seller. The price adjustment arising from the aforesaid circumstances and which the buyer shall be timely notified of by the seller is binding for both parties, provided that the seller properly and sufficiently substantiates such adjustment. Price adjustments arising from government imposed measures, such as an increase in VAT, shall be passed on to the buyer, at all times.
3.4 Price adjustments arising from additions to, instructions in or changes of the agreement shall be passed on to the buyer. Such additions and/changes are subject to the provisions of paragraphs 3.1 to 3.3 of this article.
Article 4: Delivery
4.1 Any delivery times given are indicative. Delivery times are based on the assumption that there are no obstacles preventing a timely delivery of the product. The seller cannot be held liable for minor delays in the delivery and, in special circumstances, for more serious delays. The seller can be held liable for late deliveries subject to prior notice of default to that effect, by registered letter.
4.2 Unless agreed otherwise, products destined within Amsterdam shall be delivered to the private or business address of the buyer, free of charge, notwithstanding the provisions of article 3, paragraph 1. The method of dispatch shall be decided by the seller. Products intended for export purposes shall be based on delivery ex works the seller, unless agreed otherwise.
4.3 In the event that the buyer is unable to receive the products at the agreed delivery date, the products bought by him/her shall be retained at his/her costs. In such instance the seller shall pass on any storage costs to the buyer in accordance with the rates paid by the seller in that respect.
4.4 The seller reserves the right to complete delivery of the product in partial deliveries, at all times.
Article 5: Risk transfer
5.1 The risk attached to the products transfers to the buyer upon delivery.
Article 6: Complaints
6.1 Products that appear to be short upon delivery and/or show visual damage incurred during transport to the agreed place of destination must be registered by or on behalf of the buyer (fragile items must be photographed and the picture sent to the seller). Damage to products must be reported to the seller immediately (within 48 hours of receipt). Non-fragile items, such as t-shirts, scales etc. must be returned. These items can be sent at the expense of the seller, subject to prior consultation with the seller.
6.2 Any other complaints shall only be accepted if and insofar the seller has been timely notified thereof, in writing, i.e. within 48 hours of delivery of the products bought and provided the seller has been given the opportunity to sufficiently verify the justification of the claim.
6.3 Any complaints in relation to invoices must also be submitted in writing, within 48 hours of the invoice date.
6.4 After expiry of this period of 48 hours, the buyer is deemed to have approved the products or invoices. Consequently, any complaints received after this deadline shall not be accepted by the seller.
6.5 With regard to products delivered by third parties, the term for complaints as agreed between the seller and this third party shall apply.
6.6 Complaints in relation to minor variations in product quality, colour, dimensions and nature, which are common in some products, shall not be accepted by the seller.
6.7 With regard to complaints upheld by the seller, the liability of the seller cannot exceed the price for replacing the relevant products. These products shall be resent, provided they are in stock. If these products are no longer available, they shall be credited in the subsequent order.
6.8 For the purpose of the complaints procedure, each partial delivery shall be deemed an independent delivery.
Article 7: Returned products
7.1 Products that have been delivered can only be returned carriage paid, at the risk of the buyer and subject to the prior written approval of the seller. The dispatch costs involved shall be payable by the buyer.
7.2 The seller granting his written approval for goods to be returned does not automatically entail that the seller recognises the validity of any complaint made in respect of these products.
7.3 Products must be returned carriage paid to the address of the seller within 4 working days of having received the written approval of the seller. The buyer must ensure that the relevant products are carefully packed and dispatched.
7.4 If the wrong (or a wrong number of) products have been delivered, the buyer can return the products at the expense of the seller, after having contacted the seller. The seller must be notified thereof within 48 hours of receipt.
Article 8: Payment
8.1 Payment for the products shall be effected cash on delivery or in advance, in full, unless agreed otherwise in writing. If payment against invoice has been agreed, payment must be effected within 14 days of the invoice date.
8.2 Even if an alternative method of payment has been agreed, the seller always reserves the right to once again dispatch products cash on delivery, after having notified the buyer thereof writing.
8.3 If the buyer exceeds any payment term referred to in the conditions or any term agreed separately, default interest shall be payable and any collection costs shall be passed on, without a prior notice of default.
8.4 The amount owed by the buyer shall become immediately due and payable without prior notice of default, if the buyer is declared bankrupt, has applied for an official moratorium on payments, has been placed under supervision, has died, any of his/her properties have been seized, if the company of the buyer is wound up or sold or if the buyer fails to fulfil any of his/her obligations towards the seller.
8.5 The seller reserves the right to invoice orders delivered in parts on the basis of each partial delivery.
Article 9: Liability and warranty
9.1 Without prejudice to the other conditions in these provisions or any statutorily required liability regimes, the maximum liability of the seller with regard to the delivery of products shall be limited to the amount for which the seller is insured.
9.2 The liability of the seller for product delivered to the buyer by a third party cannot exceed the liability the supplier of the seller has for these products towards the seller.
9.3 The seller cannot be held liable for damage incurred as a result of improper use or use contrary to the applicable instructions of the products delivered, unless in the event of gross negligence or wilful intent on the part of the seller.
9.4 The agreements entered into by the seller are all subject to failure to perform for which the seller cannot be held liable. The seller cannot be held liable for any such failures in the performance if:
- according to the law, the judiciary or commonly accepted views in society, liability for such flaw cannot be accepted;
- in the event of force majeure, such as fire at the location where the products of the seller are stored, (civil) war in the Netherlands or elsewhere, riots, epidemics, disruptions in traffic, strikes, floods of any nature, lockouts, damage or loss during transport and other comparable situations beyond the control of the seller and that cause deliveries to be delayed;
- in all such cases delivery shall be postponed for a reasonable period of time.
- In situations in which the performance of an agreement has become impossible due to any event within the scope of this article, the seller is entitled to deem the agreement terminated.
9.5 In the event of failure to perform for which the seller cannot be held responsible after part of the agreement has been executed, the seller shall be entitled to demand payment for the part that has been completed.
9.6 The warranty on products delivered by the seller shall not exceed the warranty that has been given to the seller and honoured by the relevant manufacturer or supplier.
Article 10: Retention of title
10.1 As an additional security for full and timely payment of the purchase price, the seller retains ownership of all products delivered by him until the amount owed to him for these products has been paid in full, including any interest and levies. The transfer of ownership for products that have been purchased, but that are not yet paid shall be deemed an interest-free loan.
10.2 The seller is entitled to claim back products that have been delivered and to take ownership if the buyer fails to fulfil his/her obligations, if the company of the buyer is wound up, if the buyer has applied for or been granted a moratorium on payments, if bankruptcy proceedings have been brought against him/her or if his/her goods have been seized.
10.3. The buyer is not allowed to commit any act of disposal in relation to the products that have been sold and delivered and which act falls outside the scope of his/her right to sell the products within the context of his/her normal operations, for as long as these products have not been fully paid.
10.4 If the seller wishes to exercise his rights of ownership, the buyer shall return the products that are subject to retention of title by the seller, if requested to do so. The buyer shall further render any necessary assistance to the transfer of these products, such as providing access to the location where the products are stored.
Article 11: Cancellation
11.1 If the buyer fails to fulfil his/her obligations by virtue of this agreement, he/she shall be in default with a written notice of default being required. In that instance, regardless of the applicable provisions in the Netherlands Civil Code, the seller shall be entitled to partly or fully suspend the cancelled agreement without judicial intervention.
11.2 The provision of paragraph 1 above also applies if the buyer is declared bankrupt or placed under supervision and/or when he/she has discontinued operations.
11.3 The buyer is obliged to reimburse all costs and losses incurred by the seller as a result of premature cancellation of the agreement. In that instance, any claims of the seller against the buyer arising from this shall be immediately due and payable.
11.4: If your order has been already packed and you still want to cancel it, and if your order has been shipped out and you still want to cancel it, we have to charge you a administration Fee bout 25% of the total value of the order + the full amount of the shipping.
Article 12: Disputes
12.1 The legal relationship between the seller and buyer or between the seller and a third party who carries out orders for a buyer on behalf of the seller is subject to Dutch law. The courts in the Netherlands shall have exclusive jurisdiction to hear any disputes between the seller and buyer. The court in the district where the seller has its registered office shall be competent.
12.2 With regard to disputes relating to any translation of these terms and conditions, the Dutch original of these terms and conditions shall prevail.
Article 13: Disclaimer
13.1. As New Ways B.V. delivers across the globe and regulations governing our products differ from country to country buyer remains responsible for ensuring that our products comply with regulations that apply in the country of buyer and New Ways will not be able to assert any claims against buyer with regard to infringement of any intellectual property rights of third parties outside the Netherlands. New Ways expressly disclaims all representations and warranties concerning the scope or validity of the intellectual property rights, and expressly disclaims any warranty that the products delivered will not infringe upon any patent, copyright, trademark or other proprietary rights of a third party. Any warranty that may be provided in any provision or regulation governing the products sold is expressly disclaimed and buyer explicitly assumes the risk of infringement. Consequently buyer bears complete liability for all claims related to products delivered and full responsibility for all legal conflicts in this respect.
13.1.1 New Ways BV is not responsible for any extra charges from customs and / or the confiscated products which is taken by customs in USA
13.2 It is not allowed to partly or fully copy or imitate products of New Ways B.V. Illustrations and designs are legally protected and cannot be used without obtaining prior approval.
13.3 All products sold by New Ways B.V. are intended for use by adults and must not be sold to minors.