Toi-Toys B.V. General Terms and Conditions of Sale Article 1 General 1.1 These terms and conditions govern all our offers and all agreements entered into or to be entered into with us. 1.2 These general terms and conditions shall be upheld towards every customer and exclude the customer’s general terms and conditions. Article 2 Offers and order confirmations 2.1 All our offers are without obligations. We will only be bound after we have accepted the order in writing by sending our order confirmation. 2.2 Every agreement is entered into on the suspensive condition of sufficient availability of the items in question. 2.3 Possible or alleged inaccuracies in an order confirmation must, at the risk of forfeiting all rights, be reported to us in writing within 7 days of the date of the order confirmation. Article 3 Prices 3.1 Unless specified otherwise, all our prices are exclusive of VAT and in Euros. 3.2 Unless explicitly agreed otherwise, the agreed price shall be exclusive of costs of transportation, loading, and unloading. 3.3 In the event that the exchange rates, etc. were to change or the purchase price and/or other costs relating to the agreement were to rise after the offer date, we reserve the right to increase the initially agreed prices accordingly, under observance of existing statutory provisions. Article 4 Payment 4.1 Payment must be made within 30 days of the invoice date, unless agreed otherwise. 4.2 The customer must always make payment without applying any kind of deduction or discount, and without suspending his performance or making payment conditional on any performance on our side (or having a third party do so). 4.3 We reserve the right to require the customer to provide security for compliance with his obligations, and for payment of the purchase price in particular. How security is to be provided shall be at our discretion. Non-compliance with a written reminder from us to that effect shall entitle us to claim payment of the purchase price, or to consider the purchase agreement as dissolved without judicial intervention being required and without prejudice to our right to compensation. 4.4 In the event of late payment, we shall be entitled to charge late-payment interest at a rate of 1.5% per month on the full payable amount from the due date to the date the full amount due is paid, whereby part of a month shall be equated with one full month for the purposes of interest calculation. 4.5 All collection charges, both judicial and extrajudicial charges, shall fall to the customer. Alternatively, extrajudicial collection charges shall be fixed at 15% of the unpaid part of the principal sum, with a minimum of €500. Article 5 Delivery and shipment 5.1 How goods are shipped, packaged, and transported is fully at our discretion, unless explicitly agreed otherwise in writing. Unless agreed otherwise, delivery will be ex warehouse. 5.2 Transportation of goods shall be at the customer’s risk. 5.3 When part of an order is ready to be shipped, we reserve the right to either ship this part of the order or wait until all ordered goods are ready. Invoices relating to a partial delivery must be paid by the customer within the payment term. 5.4 As long as the customer continues to fail to pay one or multiple invoices after the due date, all future deliveries may be suspended until full payment has been received, without prejudice to our right to cancel the order(s) and claim compensation. 5.5 Stated delivery terms can never be considered deadlines. Exceeding a delivery term does not constitute a default on our part, and shall therefore not entitle the customer to fully or partially terminate the agreement. The customer shall in this case not be entitled to compensation. In the event of late delivery, we must therefore be held in default in writing, providing a reasonable term for compliance. A reasonable term is a term that is generally considered to be reasonable in the industry. 5.6 For delivery of items to the customer by us, the customer shall ensure unhindered access to the unloading site over paved roads or appropriate waterways. 5.7 If delivery on a call-off basis has been agreed, the customer must make reasonable arrangements, in consultation with us, for regular receipts of deliveries, as per a regular time schedule as much as possible. 5.8 In the event of non-receipt or late receipt by the customer, or failed call-off or late or incomplete call-off of the purchased items by the customer, the customer shall be liable to pay us contractual interest at a rate of 1.5% per month or part of a month, as well as storage costs, while nonreceipt within the term or within a reasonable term entitles us to proceed to a covering sale of the goods. The customer shall be fully liable for all losses that we – aside from the aforementioned interest and storage cost – suffer, such as the difference between the agreed purchase price and the price charged for the covering sale. Article 6 Retention of title 6.1 As long as the customer has not paid the full purchase price with possible additional costs and a possible claim for compensation from us on account of an attributable shortcoming on the part of the customer, or has not provided satisfactory security for payable amounts, we retain the right of ownership of the items. 6.2 The customer is entitled to alienate the items in the usual manner employed for his operations. He can, however, not pledge or sell to third parties, or otherwise establish limited rights on, or claim such rights on, items for which we have retained the right of ownership. If the customer, based on the existing situation, has to assume or foresees that he is no longer able, or will no longer be able, to meet his business obligations, he shall no longer be entitled to dispose of the items. The customer shall in this case notify us immediately and make the items available to us on request and without delay. The customer shall notify us in writing of any seizure of our items. The customer shall be required to take out and 108
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