General Terms and Conditions of Sale and Delivery Japan Trends B.V.
Article 1: Scope of application
- These General Terms and Conditions will apply to all offers and quotations of Japan Trends B.V., hereinafter referred to as “Japan Trends”, and all Agreements made between Japan Trends and the customer.
- The applicability of any General Terms and Conditions (of purchase) used by the customer are expressly considered not applicable by Japan Trends, unless the applicability thereof is expressly accepted in writing by Japan Trends.
Article 2: Offers
Any and all offers in whatever form are valid for a period of 14 days and entail absolutely no commitment for Japan Trends, unless expressly accepted in writing by Japan Trends.
Article 3: Agreement
An agreement only becomes binding after it has been concluded in writing/legally signed on behalf of the customer. Japan Trends reserves the right to decline orders for any reason whatsoever.
Article 4: Prices
- All prices indicated shall be in Euro, exclusive of VAT and delivery charges/cost of transport. The prices indicated are inclusive of administration costs.
- Japan Trends shall have no obligation to fulfilment of the agreement if the indicated prices are clearly based on a misprint/literal error.
Article 5: Terms of Payment
- A new customer of Japan Trends shall, for its first and second order, pay 50% of the total purchase price within a period of 7 days after pro-forma invoice date. The remaining 50% shall be paid before shipment of the goods by the supplier. All payments are due without any deduction, settlement or setoff, unless expressly accepted in writing by Japan Trends.
- From the third order at Japan Trends the customer shall make a down payment of 50% of the total purchase price before delivery of the goods. The remaining 50% shall be paid after delivery of the goods. All payments are due without any deduction, settlement or setoff, unless expressly accepted in writing by Japan Trends. The down payment shall be made within 7 days after pro-forma invoice date at the latest. The remaining amount shall be transferred into the bank account of Japan Trends within 7 days after delivery of the goods at the latest.
- All amounts of € 10.000,00 or above shall be paid upfront before the order has been placed by Japan Trends with the supplier.
- If the customer fails to pay the amount due under to the agreement within the payment period as mentioned under clause 1 up to and including 3, the customer shall be in default by operation of the law. Japan Trends shall in that case be entitled to charge an interest rate of 1% per month as from the due date of the unpaid invoice or invoices. Any and all judicial and extra-judicial expenses incurred by Japan Trends for the collection of the invoice amount, including the fees of any third parties engaged by Japan Trends, shall be borne by the customer. To cover for such expenses the customer shall owe at least 15% of the invoice amount. However Japan Trends reserves the right to claim the actual expenses if higher.
- If the customer fails to fulfil its payment obligations, Japan Trends shall have the right to suspend any further deliveries.
- Furthermore Japan Trends shall be entitled to dissolve all agreements concluded with the customer in whole or in part by means of a written statement, without requiring any judicial intervention or notice of default, and Japan Trends shall be entitled to compensation of all direct damage and consequential damage, including loss of profit, without prejudice to any other remedies to it.
Article 6: Delivery
- We aim to ship the goods within10 days after receiving the containers by our warehouse. We do our best to meet the estimated delivery date but please note that we may not be able to meet your request always. Your order will be sent once all the goods are in stock. We do not do partial shipment unless you request otherwise. All additional charges incurred to meet this requirement will be borne by the customer.
- All deliveries we arrange are room temperature deliveries. Any heat-sensitive products such as chocolates, candies etc… shipped in hot weather are entirely at your own risk. We do not replace or refund any items that melt or are otherwise heat damaged in transit. If you would like to arrange refrigerated delivery by yourself, please inform us in advance.
- In case you provide us with an incorrect or incomplete delivery address, we cannot be liable for undelivered, mis-delivered or delivery delay due to these causes.
- All deliveries will be carried out by a third party, unless you arrange the delivery by yourself. Please make sure that there is no visible damage on the plastic sealing on the pallet when signing a receipt. Without your notification, a third party will not accept any complaint (ex: damaged or stolen items).
Article 7: Transfer of risks
The risk of the goods shall pass to the customer as of the moment of delivery of the goods to the customer.
Article 8: Cancellation
- We will accept cancellations of stock order (non-customised order) without any charge before the order has shipped. However if this becomes a regular occurrence we reserve the right to refuse further orders.
- We basically do not accept any cancellation for customised order after being submitted. However, in case of cancellation due to unavoidable circumstances (such as business crisis etc…), we reserve the right to claim compensation for extra sales activities. You may only cancel your order with our prior written consent and prior to the dispatch of the goods. Those who cancel an order are obligated to pay Japan Trends 12% of the total order amount as cancellation fee.
- If the customer refuses or ignores the payment of the cancelletion fee, we will take any legal actions. All charges incurred by this procedure will be charged to the customer.
Article 9: Exchange and return
It is not possible for customer to exchange or return goods, since all goods are imported by Japan Trends by custom-made order further to the initial purchase order of the customer.
Article 10: Complaints
- Delivered goods are expected to meet the agreement, with the exception of contrary evidence. Goods do not meet the agreement when they do not have the quality/condition the customer may expect by virtue of the agreement.
- The customer shall inspect the goods immediately upon delivery. Any claim by the customer which is based on any defect in the quality or condition of the goods shall be notified to Japan Trends by phone as soon as possible after examination of the goods, although no later than 24 hours after delivery. The claim should be confirmed to Japan Trends in writing.
- It is mandatory for the customer to take good care of the goods. Claims can not be made for any defect in the goods arising from misuse, neglect or any cause other than ordinary commercial application by customer.
- In case Japan Trends deems a claim by customer to be unfounded, Japan Trends shall be entitled to charge the customer for all expenses Japan Trends has made with regard to that claim.
Article 11: Force majeure
- If the delivery is prevented in part or in full by force majeure, Japan Trends shall have the right to suspend the delivery, up until the moment at which Japan Trends is deemed to be capable to meet the requirements of the agreement.
- Force majeure shall include without any limitation operational failure, transport disruption, power outrage, government measures, trade embargoes, labour disturbances, strikes, unforeseen technical complications, fire, and so forth.
Article 12: Liability
- Japan Trends shall assume liability only, force majeure not included, if the damage is a direct consequence of a wilful act of gross negligence on the part of Japan Trends or any of its executive employees, though limited up to the amount of the separately stipulated prices of the goods concerned (exclusive of VAT).
- Japan Trends shall not be held liable for any other damage whatsoever and/or loss of profit.
- Japan Trends shall not be held liable for damage caused by use and/or interpretation of information- and data products, goods and services.
- Japan Trends shall not be held liable for typing/data entry errors, if any. Japan Trends reserves the right to subsequent recalculation.
Article 13: Subject to delivery
- Unless expressly agreed otherwise, all agreements of Japan Trends take place subject to supply availability of the goods at the manufacturer/exporter/supplier.
- In case of (temporary) shortage or withdraw of goods, including condemnation by official authorities, Japan Trends reserves the right to reduce the amount of sold goods according to the agreement to the extent of the available amount of goods accordingly. By supplying this reduced quantity, Japan Trends then fully complies with its delivery obligations.
- Japan Trends is never naturally obliged to deliver replacement goods and furthermore not liable for any damage whatsoever. In consultation with the customer, Japan Trends will adjust the order as such, if required by the customer, and provide an alternative to the unavailable goods.
Article 14: Retention of title
- All goods delivered by Japan Trends shall fully remain property of Japan Trends until the customer fully paid up all receivables concerning the compensation for goods delivered or to be delivered and the provision of respective services for the customer according to the agreement, as well as all outstanding receivables due to shortcomings in the fulfilment of such agreement.
- Goods delivered by Japan Trends that are subject to retention of title as referred to in clause 1, may only be resold as part of the ordinary course of business of the customer. For sales such as these, the amount payable by the customer to Japan Trends for the goods resold by the customer shall, if it is not already due and payable, become due and payable in full immediately.
- If the customer fails to meet its obligations, Japan Trends shall be entitled forthwith without prior notice of default being required, to repossess goods which have been delivered under retention of title and which are still at the customer’s premises or that of a third party acting on behalf of customer. The customer irrevocably authorises Japan Trends to exercise this right of repossession.
- If third parties wish to establish or exercise any right to the goods delivered under retention of title, the customer is obliged to inform Japan Trends hereof as soon as possible.
- In case the property right can not or no longer be exercised, Japan Trends reserves a silent right of pledge on all delivered goods as a deposit for all receivables due.
Article 15: Deviating conditions
Deviating conditions are only valid if and insofar as Japan Trends has agreed expressly in writing to the application of such deviating conditions.
Article 16: Applicable law and disputes
- The agreement and any agreements arising out of, resulting from or relating to the agreement shall be governed by the laws of The Netherlands.
- Any disputes shall be submitted to the exclusive jurisdiction of the district court in Rotterdam.