pay for insurance against risks including fire, explosion, burglary, and theft, and submit the relevant policies to us on request. 6.3 The customer is, on first request by us to that effect, cooperate in establishing a right of pledge on claims the customer has received or will receive from his customers, as part of the reselling of items. In this case, we are also entitled to opt either for a disclosed or an undisclosed pledge. Article 7 Guarantees, complaints 7.1 We guarantee that items supplied by us are sound and comply with requirements that are part of standard business practice in our industry. Minor deviations in terms of quality, scent, weight, etc. that are deemed acceptable in general business practice shall not constitute grounds for complaint. The customer is required to inspect the items immediately upon delivery, unless it has been agreed that inspection will be conducted prior to delivery. 7.2 After the items inspected by or on behalf of the customer have been accepted, the customer shall no longer be entitled to lodge a complaint regarding the quality of the supplied items and/or the condition of the items. 7.3 In all other cases, the customer must – in the event that the delivered items do not comply with the agreement – lodge a complaint with us within 5 days after delivery, stating the actual problems or complaints of the customer. 7.4 If no complaints are lodged within the relevant term, delivered items shall be considered to fully meet the agreement between the parties. 7.5 If an item is not in compliance with the agreement, we shall only be obliged towards the customer to accept return of the item or items and – at our discretion – replace them by other items that do comply with the agreement, or refund the purchase price along with simultaneous termination of the purchase agreement. Article 8 Liability for loss 8.1 We cannot be held liable for losses suffered by the customer, including but not limited to trading loss, indirect or consequential loss, as a result of actions or omissions on our part or the part of third parties brought in by us, unless it is a case of intent or gross negligence. 8.2 We do not guarantee that the items we supply will not breach third-party rights and we cannot be held liable for (the consequences of) erroneous information on labels, price lists, leaflets, brochures, etc., regardless of whether it was inserted by us or a third party. 8.3 Our liability shall in any case be limited to the amount covered by our liability insurer in the case in question, plus the applicable excess. 8.4 If, for any reason, none of the insurance policies referred to under 8.3 covers any amount, our liability shall be limited to the extent of the amount invoiced for the supplied items. 8.5 In the event that a third party were to hold us liable for any loss, for which our liability is excluded under these general terms and conditions, the customer shall be required to fully indemnify us and compensate us for all amounts we would be liable to pay to the third party in question. This would be the case, for example, albeit not exclusively, when the customer has modified the appearance of items and packaging we supply. 8.6 Any claim for compensation shall expire one year after the day following the day on which the customer with loss and our liability have become known. Article 9 Termination, non-attributable failure (force majeure) 9.1 Without prejudice to our other rights, we reserve the right to, in the event that force majeure causes us to be unable to execute the agreement, suspend execution of the agreement for the period during which the situation of force majeure endures or fully or partially terminate the agreement without judicial intervention, without this making us liable for any kind of compensation, and without this leading to any kind of reduction of the price of items that have already been delivered. 9.2 ‘Force majeure’ shall in any case cover any circumstance as a result of which the customer cannot reasonably require compliance with the agreement, including war, threat of war, civil war and uprising, industrial action, exclusion of workers, transport difficulties, water damage, failed harvest, fire, and other failures at our company or at our suppliers’, as well as all other circumstances that we could not reasonably have foreseen and which are beyond our control. 9.3 If the customer were to fail to comply, in full or on time, with any obligations falling to him under the agreement (including the obligation to pay (on time)), as well as in case of bankruptcy, suspension of payments, cessation or liquidation of the company of the customer, or if the customer’s company is taken over and/or actual management is transferred, we reserve the right to suspend the agreement without proof of default and judicial intervention being required, or to consider the agreement fully or partially terminated, without prejudice to our other rights, and without this leading to us being liable for compensation. In this case, any claim we have or obtain against the customer shall be payable immediately and in full. Article 10 Disputes 10.1 All agreements between us and a customer, to which these general terms and conditions apply, shall exclusively be governed by Dutch law. 10.2 All disputes ensuing from agreements entered into with us shall be submitted to the competent court in ’s-Hertogenbosch. 109
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