1 DEFINITIONS

1.1 Angro: The private limited company Angro B.V. or
its affiliated company as user of these terms and
conditions.
1.2 Buyer: The company or the natural person that
enters into a purchase agreement with Angro.
2 APPLICABILITY
2.1 These terms and conditions apply to all offers of
Angro and all agreements between Angro and the
Buyer.
2.2 The content of the specific agreement takes
precedence over the content of these terms and
conditions.
2.3 Amendments to these terms and conditions
shall only be valid if they have been laid down in
writing, whereby recording by email is deemed to
be in writing, and amendments shall only apply to
the relevant agreement.
2.4 Giving an assignment to Angro by the Buyer or
placing an order with Angro by the Buyer shall at
all times be subject to acceptance of these general
terms and conditions by the Buyer.
3 PRICES
All prices are in euros and exclude transport, VAT
and other levies imposed by the government.
3.1 Angro shall be entitled to pass on factors that
increase the cost price, such as levies, taxes and
surcharges imposed by the government, to the
Buyer.
4 DELIVERY
4.1 Deliveries shall take place ‘ex works’, unless agreed
otherwise in writing between the Buyer and
Angro.
4.2 The delivery periods stated by Angro shall merely
be indicative. Delivery periods shall only be
regarded as deadlines if they have been explicitly
agreed upon. Delay in delivery - for whatever
reason - shall not entitle the Buyer to suspend
the performance of any obligation he has towards
Angro.
4.3 The delivery period shall be extended by the
period during which Angro is prevented from
fulfilling its obligations due to force majeure.
4.4 Angro shall be entitled to have deliveries made by
third parties at all times.
4.5 In any event, force majeure on the part of Angro
shall apply, but not exclusively, if Angro after
entering into the agreement is prevented from
fulfilling its obligations under this agreement or
from the preparation thereof as a result of war, war
damage, civil war, riots, wilful damage, fire, water
damage, flooding, strikes, sit-ins, lockouts, import
and export restrictions, government measures,
defects in machinery, disruptions in the supply
of energy, late delivery of raw materials and/or
auxiliary materials, everything both in the business
of Angro and at third parties from whom Angro
must acquire, entirely or partially, the necessary
materials or raw materials, as well as during
storage or transport, under its own management
or otherwise, and furthermore due to all other
matters arisen through no fault or risk of Angro.
4.6 If, after placing the order, it becomes apparent
that (part of) the order exceeds production or
stock, Angro shall be entitled to amend or dissolve
the agreement. In that case, Angro shall not be
liable to pay compensation to the Buyer. The
Buyer shall then have the option to dissolve the
agreement by means of a written notification to
Angro, within five days after having been informed
by Angro.
If, after conclusion of the agreement, it becomes
apparent that (part of) the ordered goods are
no longer available at all, for whatever reason, in
the event of force majeure within the meaning
of paragraphs 3 and 4 or otherwise, Angro shall
be authorised to replace the relevant goods or to
dissolve the agreement. The Buyer shall then have
the option to dissolve the agreement by means
of a written notification to Angro, within five days
after having been informed by Angro.
5 RETENTION OF TITLE
5.1 Angro remains the owner of the goods it has
delivered until such time as the Buyer has fulfilled
all obligations towards Angro with respect to the
relevant, previous and subsequent transactions.
Until then, the Buyer shall be obliged to keep the
goods delivered by the Seller separate from other
goods and clearly identified as the property of
Angro. In addition, the Buyer shall properly insure
the said goods and keep them insured.
General Terms and Conditions of ANGRO B.V. and ANGRO RETAIL B.V.
5.2 If the Buyer fails to comply with any obligation
towards the Seller pursuant to paragraph 1 of this
article, or if there is a well-founded fear that the
Buyer will fail to comply with the aforementioned
obligations, the Buyer shall be in default, so that
Angro shall be entitled, without notice of default,
to immediately take possession of the delivered
goods, wherever they may be located. In that case,
any costs of repossessing the goods shall always
be at the expense of the Buyer.
5.3 As long as the above obligations have not been
fulfilled, the Buyer shall not be entitled to alienate
Angro’s property or to establish a pledge or
non-possessory pledge on the relevant goods,
unless the sale takes place within the scope of the
Buyer’s normal business operations.
5.4 If Angro cannot rely on its retention of title
because the delivered goods have been mixed,
distorted or acquired by accession, the Buyer shall
be obliged to pledge the newly formed goods to
Angro at Angro’s first request and to perform the
necessary acts within that context.
6 PAYMENT
6.1 Payment of the purchase price shall be made in a
bank account designated by Angro.
6.2 Payment must be made within 14 days after the
invoice date. (2.3 states in general terms that
amendments may be agreed upon).
6.3 If the Buyer does not or not properly fulfil his
payment obligations towards Angro, as set out in
paragraph 2 of this article, he shall be in default
without the need for any further demand or notice
of default. At that time, all outstanding invoices
from Angro, addressed to the Buyer, shall become
immediately due and payable in full. Angro will
then also be entitled to charge the Buyer an
interest of 1.5% per month, payable on the entire
outstanding invoice amount, and extrajudicial
costs to be subsequently specified, f rom the due
date of the invoice to the date of payment in
full. In this context, part of a calendar month is
considered to be a whole calendar month.
6.4 The Buyer shall not be entitled to deduct any
amount from the purchase price on account of a
counterclaim he has put forward.
6.5 If Angro is forced to relinquish its claim for
collection due to default of the Buyer, all
associated costs, such as administrative, judicial
and extrajudicial costs, including the costs of a
bankruptcy petition, shall be borne by the Buyer.
The extrajudicial collection costs amount to at
least 15% of the unpaid amount, with an absolute
minimum of €250.00.
6.6 If the Buyer fails to fulfil any of his obligations
towards Angro under the agreement, related
agreement, or any agreements entered into
before or after, or if Angro may reasonably suspect
that the Buyer may not fulfil any of his obligations
referred to above in the future, Angro shall be
entitled:
a. to demand payment in advance or adequate
(additional) security for payment or immediate
payment upon delivery in respect of payment
obligations under all current and future
agreements;
b. to suspend deliveries (including the production
or processing of goods to be delivered),
without prejudice to the right of Angro to
demand simultaneous or subsequent security
for payment. After the Buyer has fulfilled his
obligations, Angro’s delivery period shall be
the time required for production or processing,
taking into account possibilities existing in the
company of Angro and/or in the company of
Angro’s suppliers;
c. to dissolve the relevant purchase agreement in
its entirety or to the extent that it has not been
performed;
d. to dissolve one, more or all current purchase
agreements in respect of which the Buyer is not
in default, in whole or to the extent they have
not been performed.
7 COMPLAINTS
7.1 Illustrations in folders, catalogues, advertisements
etc. only give an impression of the product and
are not binding on Angro. The samples from the
Angro collection shown to the Buyer by Angro are
guiding with respect to the quality, colour, size, fit,
weight, finish, design, etc. of the goods.
7.2 Complaints regarding delivered goods shall be
made in writing within 4 working days after
the goods have been delivered to the Buyer, or
at least within 4 working days after the Buyer
has reasonably been able to inspect the goods
received.
7.3 Complaints regarding invoices shall be made
in writing within 14 business days of the date of
the relevant invoices, failing which the invoices
will be regarded as correct and uncontested.
The complaints will be examined on their merits
by Angro as soon as possible. Minor variations
in quality, colour, size, fit, weight, finish, design,
etc. considered acceptable in the industry or
technically unavoidable do not form a valid basis
for complaints. If the complaint is valid, Angro may
choose to either repair or replace the goods or to
grant a price reduction.
7.4 Returns take place at the expense and risk of the
Buyer and will only be accepted by Angro after
Angro has given its prior written consent.
8 LIABILITY
8.1 Except in the event of intent or gross negligence
on the part of Angro’s managers, Angro’s liability
with respect to the delivered goods shall be
limited as follows:
a. If Angro is liable for direct damage, that liability
will be capped at the amount paid by Angro’s
insurer with an absolute maximum of 50% of
the invoice amount;
b. Direct damage is understood to mean
exclusively:
- The reasonable costs incurred to determine
the cause and the extent of the damage,
insofar as ascertaining these is related to
direct damage within the meaning of these
terms and conditions;
- Any reasonable costs incurred to have the
defective performance of Angro conform
to the agreement, insofar as these can be
attributed to Angro;
- Reasonable costs incurred to prevent or limit
the damage, where the Buyer demonstrates
that these costs have resulted in limitation of
direct damage within the meaning of these
terms and conditions;
c. Angro shall never be liable for indirect damage,
including in any case, but not limited to
consequential damage, lost profits, lost savings,
and damage due to business interruption;
d. Angro shall not be liable for damage resulting
from exceeding a specified delivery date, by
whatever cause, including force majeure within
the meaning of article 2, paragraphs 3 and 4.
8.2 Angro shall not be liable for damage resulting
from an order placed by the Buyer after the expiry
of an applicable deadline for placing an order.
8.3 Claims by third parties because of an alleged
infringement of any intellectual property right
are immediately reported by the Buyer to Angro
in writing and will further be dealt with by Angro,
except for the cases as described in Article 8.4.
Angro is not bound by any arrangement made
by the Buyer with the third party regarding the
alleged infringement.
8.4 Angro is not liable for damage arising from any
(alleged) infringement of the intellectual property
rights of a third party resulting from the use of a
design provided by the Buyer to Angro and used
by Angro in accordance with the Buyer’s request.
8.5 If the Buyer in turn is taken to court by a
subsequent Buyer for damage resulting from
defects in said goods, and the Buyer wishes to
recover said compensation from Angro, he shall
inform Angro of the claim made against him,
within 5 working days, with Angro reserving all
defences. If Angro is not informed in good time -
within 5 working days - any liability on the part of
Angro shall lapse.
9 COMPETENT COURT AND APPLICABLE LAW
9.1 Unless the law prescribes otherwise, the Oost-
Brabant District Court shall have exclusive
jurisdiction to hear disputes. Nevertheless, Angro
shall be entitled to submit the dispute to the court
competent by law.
9.2 With respect to agreements concluded between
Angro and the Buyer and with respect to the
agreements resulting therefrom, the parties shall
exclusively submit to Dutch law.
9.3 In the event of a difference in meaning between
the different language versions of these terms and
conditions, the Dutch text shall prevail at all times.
10 BINDING FORCE
10.1 If one of the above provisions loses its validity for
any reason, all other provisions of this agreement
shall remain in force.