Terms and Conditions

Applicability

1. These general terms and conditions apply to all offers and recommendations made by Primo Sportprijzen, as well as to any agreements with Primo Sportprijzen regarding the delivery of goods or services.
2. In these general terms and conditions, Primo Sportprijzen acts as the seller or contractor. Wherever the term “seller” is used, it shall also be read as “contractor.” Wherever the term “buyer” is used, it shall also be read as “client.”
3. Any general terms and conditions of the buyer shall not apply. Any additional or deviating terms or conditions shall be valid only to the extent that they have been accepted in writing by the seller.
4. To the extent applicable, the term “goods” as used in these general terms and conditions shall also be understood to include: installations, equipment, parts, accessories, and tools, all in the broadest sense of the word.

Offer/Agreement

5. Any offer made by the seller is entirely non-binding. Unless otherwise stated in the offer, all offers remain valid for a period of 30 days.
6. A contract is formed as soon as the seller receives acceptance of the offer. Acceptance implies agreement to these general terms and conditions and a waiver of any of the buyer’s own (purchasing) terms and conditions if and to the extent that they deviate from or conflict with these terms and conditions or applicable Dutch law.
7. If the acceptance differs from the offers in any respect or regard, the agreement will be concluded only if and to the extent that the seller has consented to such deviation in writing.
8. An offer shall be deemed not to have been made if and to the extent that fulfilling such offer or this agreement would result in a violation of statutory provisions, rules, or regulations. In such a case, neither the seller nor the buyer may assert any rights against the other party.
9. For sales from warehouse inventory, the invoice may serve as written confirmation.
10. All quotations or offers are based on the information, drawings, and dimensions derived therefrom provided by the buyer at the time of the offer, as well as on measurements taken by the seller, to the extent that such measurements were taken. Designs, illustrations, drawings, price lists, catalogs, specifications of dimensions and weights, samples, and models provided by the seller are as accurate as possible and are binding only to the extent that this is expressly confirmed. Details need not be provided. Minor variations in execution are permissible.
11. The seller reserves the copyright and ownership of the designs, images, drawings, samples, specimens, and models provided with the offer. Without the seller’s consent, the buyer is not authorized to use, copy, or provide to third parties the designs, images, drawings, samples, specimens, and models provided with the offer. They must be returned immediately upon the seller’s first request; failing to do so, the buyer shall owe the value thereof, to be determined at a later date, without prejudice to any other rights available to the seller.
12. Any changes to or cancellations of a contract require the seller's written consent.
13. If the buyer wishes to amend or cancel the agreement, the buyer is obligated to compensate the seller for all damages and costs resulting from the amendment or cancellation.

Prices and Payments

15. The prices stated in the offer do not include sales tax, import and export duties, import and export taxes, shipping and shipping insurance, packaging costs, customs clearance costs, consular fees, and any other costs that the seller reasonably incurred in order to deliver the sold goods to the agreed-upon location at the agreed-upon time. The amount of these costs is determined based on the costs actually incurred, paid, and/or still to be paid by the seller.
16. If, after an offer has been made and accepted but before the agreement is performed, a change in cost-determining invoices results in the cost price/calculated price for the seller increasing by more than 10%, the seller has the right to pass this increase on to the buyer. Within 5 days after the seller has notified the buyer of the price increase, the buyer has the right to terminate the agreement without any rights or obligations arising between the seller and the buyer. If the buyer has not exercised his right to terminate the agreement, or has not done so in a timely manner, he is deemed to be bound by the higher price.
17. Unless otherwise agreed in writing, the buyer is obligated to pay the purchase price, including the costs referred to in paragraphs 15 and 16, in cash in advance or no later than upon delivery or performance, without any discount or setoff, in euros.
18. If, prior to delivery or performance, the seller has doubts regarding the buyer’s creditworthiness, the seller is authorized to terminate the agreement or to suspend performance of the agreement until security is provided.
19. In the case referred to in paragraph 18, the seller is entitled to compensation for costs and damages, including lost profits, caused by the measures taken by the seller as referred to in paragraph 21. If the doubt is not justified, the buyer is not entitled to compensation for any costs or damages suffered in any form whatsoever, except in cases of willful misconduct or gross negligence on the part of the seller.
20. If the buyer fails to meet its payment obligations on time, it shall be in default merely by the expiration of the period referred to in Section 17, without any demand or notice of default being required by the seller, and shall owe the seller late payment interest of 1% per month on the amount due, with any partial month counting as a full month. The obligation to pay late payment interest does not in any way affect the seller’s right to terminate the (purchase) agreement without judicial intervention 10 days after the buyer has defaulted; in such a case, the buyer is liable for all damages suffered by the seller, including, but not limited to, loss of profit, extrajudicial and judicial costs, as well as actual costs incurred in any legal proceedings, costs as referred to in paragraphs 13 and 14, and costs of additional transportation, all of which are set at 20% of the invoice amount excluding sales tax
21. If the buyer fails to fulfill its payment obligation or fails to do so on time, the buyer shall be liable for the collection costs. If these consist solely of out-of-court costs, they shall be set at 15% of the invoice amount, with a minimum of €250, plus applicable sales tax. If legal collection proceedings are initiated, the buyer shall be liable, in addition to the aforementioned out-of-court costs, for all reasonable litigation and enforcement costs.
22. The seller is entitled to set off any claims against the buyer against any debts the seller may have or may come to have toward the buyer.

Delivery and Retention of Title

23. The Seller shall deliver the goods or perform the services at the place and time specified in the offer or agreement, in accordance with and subject to the applicable legal provisions, orders, guidelines, regulations, and the like.
    If delivery of the goods or performance of the agreed-upon services at that location and at the agreed-upon time is not possible due to circumstances attributable to the buyer or as a result of force majeure affecting either the seller or the buyer, then delivery of the goods or performance of the services shall take place, at the buyer’s expense, elsewhere if possible or within 14 days thereafter. If this is not reasonably possible, the seller is entitled to terminate the agreement, in which case the buyer must compensate the seller for any damages, including lost profits.
24. If the buyer refuses to accept the offered goods or services at the place and time specified in the offer or agreement, the goods shall be deemed to have been delivered and the services deemed to have been performed at the time of the offer, and the buyer shall owe the price and the costs referred to in paragraphs 15 and 16 as of that time, and the buyer is also obligated to compensate the seller for any damages and additional costs incurred as a result of the buyer’s refusal.
25. If the sale is on a call-off basis with actual delivery upon call-off, the buyer must call off all goods within three months after the conclusion of the agreement, unless a different call-off period has been agreed upon in writing. If the buyer fails to do so, the provisions of Section 23 shall apply.
26. The seller is entitled to deliver the goods specified in the offer or agreement in installments (partial deliveries). The seller may invoice each partial delivery separately.
27. Upon delivery, the buyer is required to verify that the delivered goods are of the quantity and quality that the buyer was entitled to expect under the agreement. The buyer must notify the seller in writing of any discrepancies in quantity or quality within 5 days of delivery; failing to do so, the goods and services shall be deemed to be of the agreed quantity and/or quality.
28. In the case referred to in paragraph 23, the goods and services are deemed to be in the agreed quantity and/or quality.
29. In the event of justified complaints—regarding quantity and/or quality, which the buyer must give the seller the opportunity to verify—the seller shall, unless otherwise agreed in writing, deliver new goods as soon as possible or perform the services properly, in which case the seller shall not be liable for damages to the buyer.
30. Subject to the provisions of Section 31, title to and risk of loss for the goods shall pass to the buyer upon delivery, as specified in the offer or agreement, whereby a refusal to cooperate with delivery as referred to in Section 24 shall be deemed to constitute delivery.
31. As long as the buyer has not paid the full purchase price, including any additional costs, the seller retains title to these goods; in such a case, the buyer is liable to the seller for any damage to or loss of the goods. If this retention of title results in the seller actually repossessing the goods, the buyer shall owe the seller 20% of the invoice amount, excluding sales tax, in addition to the actual costs incurred.

Force Majeure

32. If, through no fault of the seller, the seller is unable to deliver the purchased goods or perform the services at the agreed time and place—provided that the situation described in Section 23 does not apply—the agreed delivery/performance period shall be extended by up to 3 months. If, during a period of up to three months following the originally agreed delivery/performance period, and still, through no fault of its own, is unable to deliver the goods to the location specified in the offer or agreement or to perform the agreed-upon services, the agreement shall be terminated without judicial intervention, and neither party to the agreement shall be entitled to compensation of any kind, including loss of profits.

Guarantee of Proper Delivery/Performance

33. The Seller shall do everything that may reasonably be expected of it to ensure that sound, high-quality products are delivered and that the services are performed in a proper manner.

Warranty

34. The seller is not liable for defects in the delivered goods, unless the conditions set forth below in this article are met and subject to the following limitations:
    New goods delivered are guaranteed for the period specified in the offer, effective from the date of delivery, against any defects in manufacture, construction, or materials, provided that the seller is notified by the buyer within 5 days of their discovery. The seller’s warranty obligation is limited to, at the seller’s discretion, providing a replacement, repair, or supplement, without the seller being obligated to pay any further compensation of any kind. The buyer must keep the relevant goods available for inspection by the seller.
    The goods or parts thereof to be supplemented, replaced, or repaired must be shipped to the seller with shipping charges prepaid. Goods and/or parts replaced by the seller become the seller’s property.
    The warranty claim expires in the event of:

• use of the goods in any manner other than as specified in the manufacturer's instructions.
• handling or use in a manner other than that normally expected for the goods
• repairs, replacement of parts, and similar actions performed by persons other than those designated or authorized by the seller for that purpose.
• damage caused by an accident, force majeure, or gross negligence on the part of the buyer or its employees while performing the work. The seller is not bound by any warranty as long as the buyer has not fully met its payment obligation.

Liability

35. The Buyer shall indemnify the Seller against all liabilities relating to designs, images, drawings, dimensions, models, and the like that the Seller uses and/or applies at the Buyer’s request, whether or not such materials were provided to the Seller by the Buyer. This does not affect the intellectual, industrial, and related property rights of the Seller and/or its suppliers with respect to the delivered goods.
36. All goods, including those sold carriage paid, are transported at the buyer’s risk. Any obligations entered into with third parties do not alter this provision and are deemed to have been accepted in the buyer’s interest and at the buyer’s expense. Unless the buyer requests the seller in a timely manner to insure the goods at the seller’s expense during transport, the goods will be transported uninsured.
37. The seller is not liable for any damages suffered by the buyer, including consequential damages, except in cases of willful misconduct or gross negligence on the part of the seller. Liability for damages is at all times limited to the net invoice amount, but not exceeding the maximum amount covered by the seller’s insurance. This applies to both contractual and statutory liability for damages suffered by the buyer, directly or indirectly, as a result of the purchase, possession, or use—by the buyer or others—of the goods sold, or in any other manner whatsoever, to the extent that this conditional and limited exclusion of liability applies mutatis mutandis to the provision of certain services.
38. Subject to the same conditions and limitations as set forth in Section 37, the buyer shall indemnify the seller against any claims for damages brought by third parties against the seller in connection with the goods sold to the buyer or the services performed for the buyer.

Applicable Law

39. All offers and agreements to which these general terms and conditions apply are governed by Dutch law. The applicability of the Vienna Sales Convention (United Nations Convention on Contracts for the International Sale of Goods) is excluded.

Disputes

40. All disputes arising directly or indirectly from an offer or agreement to which these general terms and conditions apply shall be settled, to the exclusion of any other.