1. In these Terms and Conditions, the following definitions are used:

Buyer : any legal entity with whom the Company enters into an Agreement or to whom the Company makes an offer; 

     Day : calendar day; 

Services : all work, activities and/or actions to be performed by the Company that do not relate to the delivery of Products;

     Company : the private limited company AZURE DUTY FREE SERVICES BV., located at Daalwijkdreef 47, 1103 AD in Amsterdam, registered in the trade register with the Chamber of Commerce under number 94026475; 

     Agreement : every agreement entered into between the Company and the Buyer, every amendment or addition thereto, as well as all legal acts in preparation and execution of that agreement; 

     Product : each item offered, delivered or to be delivered by the Company under the Agreement or, based on common opinion, to be equated with such item;

     Terms and Conditions : these general terms and conditions. 

• These Terms and Conditions shall apply to every offer, quotation, price list and Agreement between the Company and a Buyer, insofar as these Terms and Conditions have not been expressly deviated from by the parties in writing.
• Any terms and conditions set forth in any document(s) issued by the Buyer before or after the issuance by the Company of any document setting forth or referring to these Terms and Conditions are hereby expressly rejected and set aside by the Company. Such terms and conditions shall not apply at all to any Agreement between the Buyer and the Company and shall not be binding on the Company in any way.
• If any ambiguity exists regarding the interpretation of one or more provisions of these Terms and Conditions, interpretation thereof shall be made according to the spirit of these provisions.
• If a situation arises between the parties that is not governed by these Terms and Conditions, this situation should be assessed in the spirit of these Terms and Conditions.
• Annulment or nullity of one or more of the provisions in these Terms and Conditions shall not affect the validity of the remaining clauses. In such a case, the parties are obliged to enter into mutual consultation in order to reach a substitute arrangement in respect of the affected clause. In so doing, the purpose and scope of the original provision shall be observed as much as possible.

1. Any offer, including a price list with a description of the Products, made by the Company is without obligation.
2. Obvious mistakes or errors in the offer do not bind the Company in any way whatsoever.
3. Furthermore, the Buyer cannot derive any rights from an offer made by the Company based on incorrect or incomplete data provided by the Buyer.
4. Drawings, illustrations and other information regarding dimensions, weights, colours, etc. included in the Agreement are approximate only. These statements are only binding insofar as they have been expressly confirmed. Deviations from reality do not entitle the Buyer to compensation, termination or dissolution of the Agreement.

• Each Agreement is established by offer and acceptance. If the Buyer’s acceptance deviates from the Company’s offer, the Agreement will not be concluded in accordance with this deviating acceptance, unless the Company accepts the deviating acceptance in writing or implements it.
• A combined quotation does not oblige the Company to fulfil part of the offer at a corresponding part of the quoted price.
• In the event that the Buyer concludes the Agreement on behalf of another natural or legal person, they declare that they are authorised to do so by entering into the Agreement. In addition to such (legal) person, the Buyer shall be jointly and severally liable for the performance of the obligations under that Agreement.
• The Buyer is fully responsible towards the Company for the accuracy of the information stated in the Agreement. The Buyer must at all times vouch for the data and information provided by them. The Buyer must always warn of inaccuracies in the offer, the order confirmation and/or in the Agreement. If the Buyer does not warn the Company and the incorrectness should have been noticed by reasonable means, the Buyer is not entitled to an appeal based on the incorrectness.
• If, during the performance of the Agreement, it appears that − for a proper performance of the Agreement − it is necessary to amend or supplement the Agreement, the parties shall proceed to amend the Agreement in good time and in mutual consultation. If the nature, scope or content of the Agreement is amended, whether or not at the request or indication of the Buyer, or of the competent authorities etc., and the Agreement is thereby changed qualitatively and/or quantitatively, this may have consequences for what was originally agreed. As a consequence, the originally agreed rates may also be increased or reduced. To the extent possible, the Company will provide a new quotation in advance. An amendment to the Agreement may furthermore change the originally specified period of performance. The Buyer accepts the possibility of amending the Agreement, including the change in rates and period of performance.
• If the Agreement is amended or supplemented, the Company shall be entitled to execute the Agreement only after the person authorised within the Company has given their consent and the Buyer has agreed to the price and other conditions stated for the execution , including the time to be determined for execution. Failure to implement or not immediately implement the amended Agreement shall not constitute a breach of contract by the Company and shall not be a ground for the Buyer to cancel or dissolve the Agreement.
• Without being in default, the Company may refuse a request for modification of the Agreement, if this could have consequences in a qualitative and/or quantitative respect for the work to be done or Products to be delivered in that context.
• If the Buyer should default in the proper fulfilment of what they are obliged to perform towards the Company, the Buyer shall be liable for all damages on the part of the Company caused directly or indirectly as a result thereof.

1.  Unless otherwise indicated, price lists prepared by the Company are non-binding. The Company shall only be bound by the price lists if the acceptance thereof by the Buyer, after indicating on the price list which Products they wish to have delivered, is confirmed by the Company in writing and the Buyer complies with the conditions established thereby. 

2.  The Company, even after it has made an offer, shall not be bound until it has accepted an order in writing.

3.  Amendment or cancellation of an assignment given to the Company or an Agreement entered into with the Company will only be possible with the written consent of the Company and on such terms and conditions as the Company specifies. Generally speaking, in case of cancellation of an order, the Buyer shall owe the Company at least 25% of the amount of the principal sum.

4.  The Company has the right to perform a credit check in advance. Each order is therefore accepted by the Company under the tacit condition that any information to be obtained shows sufficient creditworthiness of the Buyer. Before delivering or continuing to deliver, the Company shall at all times be entitled to demand security from the Buyer for timely and full compliance with their payment and other obligations or to demand advance payment from the Buyer. If the Buyer fails to do so, the Company may dissolve the Agreement so that the Company is released from its obligation to deliver or continue delivery, without prejudice to its right to compensation. In the case of such advance payment, the delivery period will start from the moment the payment is received by the Company. 

5.  Each Agreement is entered into under the suspensive condition of sufficient availability of the relevant Products. 

1. Products are delivered Ex Works (EXW) − INCOTERMS, most recent version at the time the Agreement was concluded − from the Netherlands (where the Company maintains a warehouse) as specified by the Company, unless otherwise agreed in writing between the parties. Delivery dates provided or confirmed by the Company are approximate only, are to be considered indicative only, nor final and the Company cannot be held liable, nor be deemed to be in default of fulfilling its obligations towards the Buyer on this basis, if a delivery is made within a reasonable time before or after the specified delivery date. The Company undertakes to apply its best efforts, within commercially reasonable limits, to meet the delivery dates specified or confirmed by it, provided that the Buyer provides all necessary order and delivery details within a reasonable time before the relevant date in question.
2. The Buyer shall notify the Company in writing if delivery has not taken place (in time) and shall grant the Company a reasonable period of at least sixty (60) days to fulfil its delivery obligation.
3. If the agreed delivery period is exceeded, the Buyer shall never be entitled to refuse to take delivery of the Products, to pay the agreed price or to dissolve the Agreement. In connection with a late delivery, the Buyer shall not be entitled to claim any damages in any form whatsoever.
4. From the moment of delivery, the Products shall be at the risk of the Buyer. All losses of Products as well as all direct and indirect damage caused to and/or by the Products to the Buyer and/or third parties shall be for the account of the Buyer.
5. If delivery of an ordered Product turns out to be impossible, the Company shall make every effort to make a replacement Product available. If the availability of Products is limited for whatever reason, the Company shall have the right to distribute the available Products among its customer base at its sole discretion and this may result, depending on the given situation, in fewer Products being delivered to the Buyer than stipulated in the Agreement, without any liability arising for the Company towards the Buyer for any resulting damage.
6. The Company is allowed to deliver Products in parts. This does not apply if a partial delivery has no independent value. If the Products are delivered in parts, the Company is authorised to invoice each part separately.

1. To the extent that the Agreement relates to the delivery of Products to be created or processed in accordance with the Buyer’s specifications, the Buyer will be obliged, if and to the extent required for the proper implementation and/or performance of the Agreement, to make all relevant data for this purpose available to the Company as soon as possible as required for the performance of the Agreement, in a manner as described by the Company. If the Company provides delivery instructions for the provision of specifications by the Buyer, these instructions must be strictly observed. The Buyer warrants the accuracy and completeness of the data provided by them to the Company. The Company shall never be liable for damage caused by relying on incorrect or incomplete data provided by the Buyer.
2. In case of a custom order or customised Products, the Buyer will be required to accept this order insofar as the Company has already executed this order. Furthermore, in case of cancellation, the Buyer shall in any case be obliged to pay the Company’s costs in full, including design costs, supplier costs and storage costs, etc.
3. In case the Company receives an order to deliver specially processed (or composed) Products for the benefit of the Buyer, the Buyer shall be obliged to deliver materials in sufficient quantity suitable for processing. As long as the Buyer has not fulfilled this obligation, the Company shall be entitled to suspend its obligations under the Agreement.
4. The Company is only required to send prior proof, prototypes, samples or examples to the Buyer for approval if this has been stipulated in writing by the Buyer at the time of entering into the Agreement. In that case, the Company undertakes to submit proof, prototypes, samples or examples to the Buyer no later than two weeks after entering into the Agreement and after receiving the materials to be processed, which shall be deemed to have been approved if no written response is received within five working days.
5. All costs of the proof, prototype, sample or example will be charged separately and are not included in agreed prices unless expressly agreed otherwise.

1. If samples, prototypes or examples have been shown or provided by the Company, these shall be presumed to have been shown or provided only by way of indication: the quality of the Products to be delivered may deviate from the samples, prototypes or examples, unless it was explicitly stated that delivery would be made in accordance with the samples, prototypes or examples shown or provided.
2. Any mentioned, presented and/or agreed upon features of the Products may differ on minor points from what is actually delivered. All minor deviations in the features of the Products that the Buyer should reasonably be able to tolerate, such as minor deviations in colours, sizes and numbers, shall be considered subordinate.  The Company is authorised to deliver Products that deviate from the Products described in the Agreement, insofar as these deviations are generally accepted in the industry according to nuance.
3. Deviations that, taking all circumstances into account, do not reasonably have any or a minor influence on the usable value of the delivered goods,  shall always be deemed to be deviations of minor importance. The presence of minor deviations does not provide the Buyer with any grounds to suspend their obligations under the Agreement, to dissolve the Agreement in whole or in part or to cancel it, or to claim damages or any other form of compensation. Nor shall the Buyer be entitled to do so if it concerns changes to the Products to be delivered, their packaging or accompanying documentation that is required in order to comply with applicable statutory regulations, or if it concerns minor changes to the Product that constitute an improvement.
4. The Company is in any case deemed to have fulfilled its delivery obligations if the weight or number of the Products delivered does not deviate from what was agreed by more than 10%.

1. The Buyer shall be obliged and required to provide the Company with all data, information and any documents relevant to the preparation and execution of the Services, within a reasonable time, completely and correctly. In the execution of the Services, the Company will partly rely on the data, information and documents provided by the Buyer. If the Company implements the Agreement in accordance with incorrect or incomplete data, information or documents provided by the Buyer, this can in no way be regarded as a failure on the part of the Company.
2. Furthermore, the Buyer must always inform the Company, without delay, of facts and circumstances that may be of importance in connection with the execution of the Services. The Buyer shall take all reasonable measures to optimise the execution of the Services by or on behalf of the Company.
3. The Agreement covers only the Services to be provided by the Company that have been expressly agreed between the parties. Without prejudice to the possibility of the parties making further arrangements, the Company is never obliged to perform services that go beyond the content or scope of what has been expressly agreed.
4. The Company will perform the agreed Services to the best of its knowledge and ability and in accordance with the requirements of good workmanship. However, insofar as the nature and/or scope of the commitment does not imperatively preclude it, the Company only commits itself to a best-efforts obligation.

1. The Company is always entitled to involve third parties in the execution of the Agreement.
2. The applicability of Articles 7:404 and 7:407 paragraph 2 of the Dutch Civil Code is excluded.
3. Except for intent and conscious recklessness of managerial subordinates belonging to its management, the Company shall never be liable for damage arising from shortcomings of third parties involved in the performance of the Agreement.

1. If the Products cannot be delivered due to circumstances attributable to the Buyer, the Company will store the Products for the account and risk of the Buyer, without prejudice to the obligation of the Buyer to pay the agreed price.
   1. In the event that the Buyer refuses to take delivery of the Products or is otherwise negligent in taking delivery of the Products, the Buyer will, at the Company’s first request, communicate within what period of time the Products will still be taken for delivery. This period may never exceed 7 days counting from the request referred to in the previous sentence. The Company is authorised to dissolve the Agreement if the Buyer, after the expiry of the period referred to in the previous sentence, has still failed to take delivery of the Products, without prejudice to the obligation of the Buyer to pay the agreed price and all costs of storage of the Products. These costs shall be at least 25% of the amount of the principal sum owed by the Buyer to the Company.
   1. If, when applying the preceding two paragraphs, the Company incurs reasonable costs that would not exist if the Buyer had properly fulfilled the obligations referred to, these costs shall also be borne by the Buyer.

1. The prices stated in an offer (price list), confirmation or Agreement are in euros and are based on delivery Ex Works (EXW) − INCOTERMS, most recent version at the time of the conclusion of the Agreement − from the Netherlands (where the Company maintains a warehouse), unless otherwise agreed in writing between the Buyer and the Company, and are exclusive of taxes, duties or similar levies applicable now or at any future time under the law to the Products or other costs. The Company shall increase the sale price with taxes, duties or similar levies if the Company is obliged or has the possibility to remit or collect them by law and the Buyer shall pay them together with the price. The prices will be increased with the costs of insurance, delivery (including transport) and provision at the place designated by the Buyer.
2. During the period of validity stated in the offer, the prices of the Products offered will not be increased, except for price changes as a result of government legislation.
3. In derogation of the previous paragraph, the Company may offer Products whose prices are subject to fluctuations in the financial market that are beyond the Company’s control, at variable prices. This connection to fluctuations and the fact that any prices given are recommended prices shall be stated in the offer.
4. If, after the conclusion of the Agreement, prices of materials, prices of auxiliary materials and raw materials such as electricity and/or fuel, prices of parts or goods procured from third parties, wages and salaries, transport costs including import duties, fluctuations in the financial markets, currency exchange rates, VAT and other levies, measures taken by the government are subject to an increase, even if this occurs as a result of circumstances that could have been foreseen at the time the Agreement was concluded, the Company will be entitled to increase the agreed price accordingly. In case the price increase excluding VAT exceeds 50%, the Buyer shall be authorised to dissolve the Agreement by the day the price increase takes effect. The Buyer shall not be entitled to any form of compensation in case the Buyer dissolves the Agreement.

1. Unless expressly agreed otherwise or deviated from with the consent of the Company, payments are to be made by bank transfer, within the period stated on the invoice and in the manner described by the Company. In case of transfer after delivery, payment shall be made within eight days of the invoice date, unless a different payment term is specified on the invoice.
2. In case of liquidation, bankruptcy or suspension of payments of the Buyer, all claims against the Buyer shall be immediately due and payable. 
3. If timely payment is not made, the Buyer’s default shall commence by operation of law. From the day on which the Buyer’s default commences, the Buyer shall owe interest of 1.5% per month on the outstanding amount, whereby part of a month shall be regarded as a full month, until the moment of payment of the amount due in full. 

• The Buyer shall never be entitled to set off or suspend the amount they owe to the Company.
• Payments made by the Buyer will be applied in the first place to settle any interest and costs due, in the second place to settle the most overdue invoices, even if the Buyer states that the payment relates to a later invoice.
• Objections to the amount of an invoice do not suspend the payment obligation.
• The Buyer has the duty to promptly inform the Company of possible inaccuracies in the payment details that were given or specified.
• All reasonable and actual costs incurred, such as judicial (court) fees, extrajudicial and execution and collection costs, including the actual costs of a bailiff, collection agency or lawyer (legal counsel), incurred to obtain the amounts owed by the Buyer, shall be borne in full by the Buyer.

1. At the time of receipt, the Buyer must examine whether the Products and/or Services comply with the Agreement. If the delivered Product or Service does not comply with the Agreement (e.g. is delivered defective or faulty), the Buyer must notify the Company no later than 5 days after they could reasonably have discovered this, but no later than 14 days after receiving the Product and/or Service. If the Buyer fails to do so, they may no longer claim any form of repair, replacement, compensation and/or refund in respect of this defect or fault. Proof of timely complaint rests with the Buyer. The Buyer will only be able to prove the correctness of their claim on the basis of the Product/Service, while, furthermore, the Buyer has the burden of proof that the Product is the same as that delivered by the Company and is in the same condition as when it left the Company’s warehouse or the warehouse or factory of third parties.
2. If the Buyer does not make a claim in time, no obligations shall arise for the Company from such a claim by the Buyer. If investigation and/or repair costs are incurred in connection with an unfounded or late complaint, these costs shall be borne by the Buyer.
3. Even if the Buyer complains in due time, the Buyer’s obligation to pay and further fulfil the Agreement shall remain. No complaints of any kind shall suspend the Buyer’s payment obligation.
4. A complaint about an invoice must be submitted in writing to the Company within five days from the date of sending the invoice, under penalty of forfeiture of all rights for the Buyer.
5. If the Company considers a complaint justified, the relevant Products will be repaired, replaced or (partially) reimbursed, or the invoice will be adjusted following consultation with the Buyer. The Company may thereby refer the Buyer to a manufacturer or supplier.
6. If the Company agrees with the Buyer to return Products on the basis of the provisions of this article, the Buyer must return the Products as soon as possible. Products can never be returned without the Company’s prior written consent. If refunds are made for amounts already paid in advance, the Company will refund these amounts within thirty days of receipt of the Products.
7. Manufacturers and/or suppliers may offer their own warranties. These warranties are not offered by the Company. However, if the Company chooses to do so, it may mediate in invoking these warranties by the Buyer.

1. If the circumstances so justify, the Company is authorised to suspend the execution of the Agreement or to dissolve the Agreement in whole or in part with immediate effect, if and insofar as the Buyer does not, or does not timely or completely, fulfil their obligations in the context of the Agreement as well as in the context of the present Terms and Conditions, or if circumstances come to the knowledge of the Company after conclusion of the Agreement that give good reason to fear that the Buyer will not fulfil their obligations.
2. If the Buyer is in a state of bankruptcy, has applied for a suspension of payments, any attachment has been levied on their goods or in cases in which the Buyer cannot freely dispose of their assets, the Company shall be entitled to (partially) terminate the Agreement with immediate effect, insofar as the Buyer has not already provided adequate security for the payment(s).
3. Furthermore, the Company is entitled to dissolve the Agreement (partially) if and insofar as circumstances arise of such a nature that fulfilment of the Agreement becomes impossible or unaltered maintenance thereof cannot reasonably be required of the Company.
4. The Buyer may never claim any form of compensation in connection with the right of suspension and dissolution exercised by the Company on the basis of this article.
5. Insofar as this can be attributed to the Buyer, the Buyer is obliged to compensate the damage suffered by the Company as a result of the suspension or dissolution of the Agreement.
6. If the Company dissolves the Agreement pursuant to this article, all claims against the Buyer shall be immediately due and payable.

1. The Company is not obliged to fulfil any obligation under the Agreement if and for as long as it is impeded from doing so by a circumstance that cannot be imputed to it by virtue of the law, a legal act or socially accepted views.
2. Force majeure shall include, but not be limited to: fire, flooding, water damage, strikes, sit-in strikes, lockouts, epidemics, pandemics, (civil) war, risk of war, riots, acts of war, terrorism, government measures regardless of the reason or cause, non-availability or late availability of permits, trade embargoes, import and export impediments, price increases, labour disturbances, power failures, energy supply failures, business interruptions, machine failures, all this both in the business of the Company and of third parties, from whom the Company must obtain the required materials or raw materials (Products) in full or in part, as well as during storage or transport, whether or not under its own management, shortcomings or wrongful acts by the Company’s supplier(s) and subcontractors or other third parties, including any defects in the goods supplied by them to the Company, and the non-availability (or late availability) of materials, transport, fuels, energy and labour, and furthermore due to all other causes beyond the control or risk of the Company.

• If the execution of the Agreement is prevented in whole or in part by force majeure, the Company is entitled to suspend the execution, as well as – in case the situation constituting force majeure lasts longer than three months or as soon as it is certain that it will last longer than three months – to dissolve the Agreement insofar as it has not been executed, in whole or in part, and to claim payment for the parts that have been executed, all this without any obligation to pay compensation to the Buyer.

1. Except for intent or deliberate recklessness of managerial subordinates belonging to its management, the Company shall never be obliged to pay any compensation, of whatever kind and on whatever account, not even in the event of force majeure, complaints, failure to fulfil any existing obligation, wrongful act or incorrect advice.
2. Furthermore, the Company bears no liability for damage for which the manufacturer of the Products should bear the damage by virtue of the legal regulation of product liability.
3. To the extent that it is established in court that the aforementioned full exclusion of liability cannot be upheld:

a. the amount to be paid by the Company in respect of compensation for damages can never be higher than that for which the liability insurance taken out by the Company gives a claim for payment, whereby:

b. the amount to be paid by the Company/the insurer in compensation for damages never exceeds the amount stated on the invoice excluding VAT in respect of the Product(s) in question, so not even in the event that the Buyer cannot claim a payment from the Company’s liability insurer, whereby the following applies:

c. the Company will be liable at most and exclusively to a maximum amount of €10,000 in total. 

• In all cases, however, the Company is never liable for indirect or consequential damage, including suffered loss, lost profit, immaterial damage, damage as a result of liability towards third parties and damage as a result of business stagnation. Direct damage is exclusively understood to mean the reasonable costs incurred to establish the cause and scope of the damage, insofar as this relates to damage in the sense of these Terms and Conditions, any reasonable costs incurred to bring the Company’s faulty performance in line with the Agreement, insofar as they can be attributed to the Company, and reasonable costs incurred to prevent or limit damage, insofar as the Buyer demonstrates that these costs have led to a limitation of direct damage as referred to in these general Terms and Conditions.
• If the Company has ordered certain Products from one or more third parties and one or more of these third parties have delivered Products to the Company that deviate in one or more aspects from what the Company has ordered, the Company shall never be liable in the event of delivery of these Products for any damage that has or may arise as a result thereof and/or as a result thereof to the Buyer and/or their customers. The Buyer will, in such cases, never be able and permitted to make a claim against the Company on account of product liability pursuant to Articles 6:185 ff. of the Dutch Civil Code. The Buyer will also indemnify the Company in the event of such damage for all claims by their customers against the Company pursuant to Articles 6:185 ff. of the Dutch Civil Code.
• The Buyer bears the damage caused by inaccuracies and incompleteness in the information provided by the Buyer, a shortcoming in the fulfilment of the obligations of the Buyer arising from the law or the Agreement, as well as another circumstance that cannot be attributed to the Company.
• Should the Company be liable for any damage, the Company is at all times entitled to repair this damage or to supply new Products. The Buyer must give Company the opportunity to do so upon request, in default of which any liability of the Company in the matter lapses.
• Insofar as these Terms and Conditions do not stipulate otherwise, all rights of claim and other powers of the Buyer towards the Company on any grounds whatsoever expire, in any case, after one year from the time the Buyer became aware or could reasonably have become aware of the existence of the rights and powers.
• Except in the case of intent or deliberate recklessness on the part of the Company or its managerial subordinates, the Buyer will indemnify the Company against all claims by third parties, on any account whatsoever, in respect of compensation for damage, costs or interest connected with the execution of the Agreement by or on behalf of the Company.

1. Because the Company does not manufacture the Products itself and resells them (unseen) to third parties, it cannot, unless otherwise agreed in writing with the Buyer, guarantee or warrant that:
2. all Products and Services delivered by the Company to the Buyer, including the production process, meet the quality requirements set by the Buyer and are identical to reference samples and specifications approved by the Buyer and meet that which the Buyer may otherwise reasonably expect;
3. the Products and Services to be delivered and supplied by the Company to the Buyer meet the requirements applicable thereto pursuant to international, European and Dutch legislation, including health protection requirements, food safety requirements, requirements regarding the safety of a Product or Service, the prescribed indications and labelling, the standards set by relevant certification bodies, the environmental aspects of the packaging and product liability;
4. the Products and Services sold and delivered or to be sold and delivered by the Company to the Buyer and the intended use thereof by the Buyer and their customers do not infringe any third-party rights, including copyrights, neighbouring rights, patents, trade name and trademark rights, as well as rights to drawings and prototypes and rights to know-how, and that the Company is entitled to provide these Products and Services to the Buyer for the intended use thereof. The Company shall not indemnify the Buyer against third-party claims in this respect.
5. If the Products are resold or otherwise made available by the Buyer to third parties or if these Products are used or processed in connection with or in the context of work to be performed for the benefit of third parties, the Buyer shall indemnify the Company for all claims that third parties may enforce against the Company, insofar as such claims go beyond the claims that the Buyer may enforce against the Company pursuant to the Terms and Conditions.
6. The Buyer shall indemnify the Company against any claims by third parties, who suffer damage in connection with the performance of the Agreement, the cause of which is attributable to a party other than the Company.
7. If the Company should be held liable by third parties on that account, the Buyer shall be obliged to assist the Company both extra-judicially and judicially and immediately do all that may be expected of them in that case. Should the Buyer fail to take adequate measures, the Company shall, without notice of default, be entitled to take such measures itself. All costs and damages incurred on the part of the Company and third parties as a result shall be entirely at the expense and risk of the Buyer.

1. All Products delivered by the Company under the Agreement shall remain the property of the Company until the Buyer has properly fulfilled all obligations under the Agreement(s) concluded with the Company, including in any case the claims referred to in Article 3:92(2) of the Dutch Civil Code, including the purchase price, any surcharges due pursuant to these Terms and Conditions or the Agreement, interest, taxes, extrajudicial and judicial costs and damages. If the Buyer, following delivery of the sold Products by the Company, has fulfilled their obligations, the retention of title in respect of these Products will revive if the Buyer does not fulfil their obligations from an Agreement concluded at a later date.
2. Products delivered by the Company, which are subject to retention of title pursuant to paragraph 1, may not be resold − except within the normal course of its business − and may never be used as a means of payment. The Buyer is not authorised to pledge or otherwise encumber the Products subject to retention of title.
3. The Buyer must always do everything that can reasonably be expected of them to secure the property rights of the Company. The Buyer is obliged to keep the Products delivered under retention of title with due care and as recognisable property of the Company. The Buyer shall treat the Products referred to in this article with due diligence. They must insure the Products against all calamities based on the invoice value.
4. The Buyer undertakes, at the first request of the Company, to:

– provide names and addresses of insurers and copies of policies;

– pledge all claims of the Buyer against insurers in respect of the Products delivered under retention of title to the Company in the manner prescribed in Article 3:239 of the Dutch Civil Code;

– pledge to the Company the claims that the Buyer acquires against their customers when reselling Products delivered by the Company under retention of title in the manner prescribed in Article 3:239 of the Dutch Civil Code;

– mark the Products delivered under retention of title as the property of the Company;

– otherwise cooperate with all reasonable measures that the Company wishes to take to protect its property rights in relation to the Products and which do not unreasonably impede the Buyer in the normal course of business.

• If third parties seize the Products delivered under retention of title or wish to establish or assert rights to them, the Buyer shall be obliged to inform the Company immediately.
• In the event that the Company wishes to exercise its property rights indicated in this article, the Buyer shall give unconditional and irrevocable permission in advance to the Company and third parties to be appointed by the Company to access all places where the Company’s property might be found and to recover those items. The Buyer is obliged to fully cooperate in this regard on penalty of a fine of 10% of the amount owed by the Buyer per day.
• The aforementioned provisions do not affect the other rights accruing to the Company.

1. If the parties have so agreed in writing, Products that are in good saleable condition may be returned in accordance with the instructions and additional terms and conditions of the Company at the Company’s discretion. In this context, a return fee may apply to the amount credited. The aforementioned return fee constitutes a fixed fee for depreciation, labour costs and discounts granted.

1. All intellectual and industrial property rights (including copyrights, trademark rights, design rights and patents) to all designs, drawings, prototypes, samples and examples (hereinafter: ‘the Information’) made available or developed under the Agreement  shall belong exclusively to the Company or its licensors, unless expressly agreed otherwise.
2. The Buyer is not entitled to use the Information referred to in the previous paragraph other than for the use of the Products to which they relate as provided for in the Agreement.
3. The Buyer is expressly prohibited from modifying or otherwise adapting this intellectual and industrial property, which is linked to the Products. Only with the prior written consent of the Company shall the Buyer be permitted to affix their own trademarks to the Products.
4. The Buyer will maintain confidentiality with regard to all Information, specifications, all business information and know-how concerning and originating from the Company, made available to the Buyer for the execution of the Agreement. Upon request, the Buyer must immediately transfer the confidential information as well as all copies or other multiplications thereof to the Company.

1.  The Buyer should realise that certain transactions of the Company are subject to export control laws and regulations, including but not limited to those of the UN, the EU and the US (‘Export Control Legislation’), which prohibit the export or diversion of certain products and technologies to certain countries. All obligations of the Company to (re)export or transfer Products as well as any technical assistance, training, investment, financial assistance, financing and so-called brokering is subject in all respects to such Export Control Legislation and will apply from time to time to the licensing and supply of the Products and technologies abroad by persons subject to the jurisdiction of the authorities responsible for such Export Control Legislation. Where the supply of Products, Services and/or documentation requires an export or import licence from certain authorities or is otherwise restricted or prohibited due to export/import control legislation, the Company may suspend its obligations and the rights of the Buyer/end user until such licence is granted or for the duration of such restrictions or prohibitions. The Company may in all cases even cancel the order in question, without incurring any liability to the Buyer or end user. The Buyer warrants that they will comply in all respects with the (re)export and transfer restrictions in such Export Control Legislation or in export licences (if applicable) for any Product supplied to the Buyer. The Buyer accepts the responsibility to impose all export control restrictions on third parties in case of the re-export or transfer of the Product to third parties. The Buyer shall take all measures reasonably necessary to ensure that no buyer/customer or end-user violates such Export Laws. The Buyer shall indemnify the Company against all direct and indirect damages, losses and costs (including reasonable attorneys’ fees) and punitive damages and other liabilities arising/resulting from claims resulting from the failure of the Buyer or their customers to comply with the provisions of this article.

2.  The Buyer should be aware that the Products are exclusively intended for duty-free (tax-free) outlets. The Buyer is therefore not allowed to market the Products outside these outlets and to make them available in regular trade. If the Buyer fails to comply with this restriction, the provisions of paragraph 1 shall apply.   

3.  The Buyer confirms that the obligations contained in these Terms and Conditions shall survive the termination of any Agreement or other arrangement under which the Products are/have been provided to the Buyer. In addition, the Buyer should realise that if there is any contradiction between the provisions of these Terms and Conditions and/or the Agreement and those in any other document in force between the Buyer and the Company, the provisions of these Terms and Conditions and/or the Agreement shall prevail and be binding on the Buyer.

1. The Buyer is not allowed to transfer any rights or obligations under the Agreement without the prior written consent of the Company. The Buyer shall not be entitled to withhold or reduce any payments or settle existing and future claims against any payments due for Products sold under the Agreement or any other agreement that the Buyer or any of their affiliates may have with the Company. The Buyer undertakes to make payments due without regard to any claimed settlement demanded by the Buyer or on their behalf.

1. The Buyer agrees to comply, both now and in the future, with national laws preventing bribery and any other laws shaped by the ratification of the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (including the US Foreign Corrupt Practices Act). In general, the law criminalises bribing or making a corrupt payment to a public official when the purpose of doing so is to obtain or hold contracts, to issue assignments to a particular person or to obtain improper benefits.
2. If the Buyer fails to comply with any provision of this article, this shall be grounds for the immediate termination of an Agreement by the Company (or an affiliate of the Company) without giving rise to any liability for the Company towards the Buyer. In the event of such termination, (i) the Company shall not be under any obligation to supply any Product to the Buyer, (ii) the Buyer shall be responsible and liable to indemnify the Company for any damages, claims, fines or other losses (including attorneys’ fees) brought against the Company or suffered or payable by the Company as a result of the Buyer’s failure to comply with this clause, and (iii) the Company shall be entitled to all other remedies available to the Company at law. The provisions of this article shall survive the expiry or termination of this Agreement.
3. The Company only does business with companies that respect the law and adhere to ethical standards and principles. Should the Company receive information indicating the contrary, the Company shall inform the Buyer. The Buyer shall subsequently undertake to cooperate and to provide the Company with any information it requires to decide whether an allegation received is well-founded and whether the Agreement should be maintained. Such information includes, but is not limited to: accounts, records, documents or other files.

1. All offers, quotations, confirmations and Agreements shall be subject to and construed in accordance with Dutch law. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

• The Buyer and the Company should in the first instance seek to resolve any dispute arising from or related to any Agreement through consultation and negotiation with each other in good faith and in an atmosphere of mutual cooperation.
• All disputes that cannot be settled amicably shall be subject to the exclusive jurisdiction of the court in The Hague, the Netherlands, provided that the Company shall at all times be entitled to take legal action or institute proceedings against the Buyer through any other competent court. Nothing contained in this Article 23 shall be construed or interpreted as limiting the right of either the Company or the Buyer to obtain injunctive or other legal relief under applicable law, or to take steps to secure recourse against the other party.

1. If either party fails to avail itself of any right or remedy under the Agreement, or only avails itself of it after a lapse of time, this shall not be construed as a waiver of that right or remedy, nor shall any instance of availment, or partial availment, of any such right or remedy preclude any further or future availment thereof or preclude availment of any other right or remedy under the Agreement or any related document or the law.

1. The Company reserves the right to unilaterally amend these Terms and Conditions.
2. The version in force at the time the relevant legal relationship with the Company was established shall always be applicable. The Buyer is advised to regularly check the Terms and Conditions for changes.