Article 1: Definitions

1. Ikzie BV, and all affiliated companies, are referred to as the supplier in these general terms and conditions.
2. The counterparty of the supplier is referred to as the client in these general terms and conditions.
3. Parties refer to the supplier and client together.
4. The agreement refers to the contract for services between the parties.

Article 2: Applicability of general terms and conditions (assignment, etc.)

1. These conditions apply to all quotations, offers, work, agreements, and deliveries of services or goods by or on behalf of the supplier.
2. Deviations from these conditions are only possible if expressly and in writing agreed upon by the parties.
3. The agreement always entails best-effort obligations for the supplier, not result-oriented obligations.

Article 3: Payments (assignment, etc.)

1. Invoices must be paid within 14 days of the invoice date, unless parties have made other arrangements or a different payment term is stated on the invoice. If this term is exceeded, the client is in default and owes default interest (equal to the statutory interest).
2. If the client does not pay on time, they are in default. If the client remains in default, the supplier is entitled to suspend obligations until the client has fulfilled their payment obligation.
3. Extrajudicial collection costs will be calculated in accordance with the Extrajudicial Collection Costs Decree. For clients who are not consumers, the statutory commercial interest as referred to in Article 6:119a of the Dutch Civil Code will be charged. For consumers, the commercial interest as referred to in Article 6:119 of the Dutch Civil Code will be charged. In the event of liquidation, bankruptcy, attachment, or suspension of payment of the client, the claims of the supplier against the client are immediately due and payable.
4. If the client refuses to cooperate with the execution of the assignment by the supplier, they are still obliged to pay the agreed price to the supplier.

Article 4: Price indexation (assignment)

1. The prices and hourly rates agreed upon at the commencement of the agreement are based on the price level applicable at that time. The supplier has the right to adjust the fees charged to the client annually on an interim basis.
2. The client must in any case agree in writing to an increase in costs and hourly wages, insofar as this increase is determined on the basis of the following indexation clause: the new fees will be determined by multiplying the existing prices by a fraction whose numerator is the index number valid for April preceding the increase and whose denominator is the index number valid for April of the preceding year. The index numbers are the price index numbers of family consumption (CPI), all households, published by the Central Bureau for Statistics in The Hague.

Article 5: Offers, quotations, and price (assignment, etc.)

1. Offers are without obligation, unless a term of acceptance is mentioned in the offer. If the offer is not accepted within the specified term, the offer expires.
2. Delivery times in quotations are indicative and do not entitle the client to dissolution or compensation for damages if they are exceeded, unless parties have expressly agreed otherwise in writing. Offers and quotations do not automatically apply to repeat orders. Parties must expressly and in writing agree on this.
3. The price mentioned on offers, quotations, and invoices consists of the purchase price excluding the due VAT and any other government levies.
4. The price mentioned on offers, quotations, and invoices consists of the purchase price including the due VAT and any other government levies.
5. The prices are based on the cost prices known at that time. Increases thereof, which could not have been foreseen by the supplier at the time of making the offer or the conclusion of the agreement, may lead to price increases.
6. The prices as stated on the seller's website are subject to obvious errors or mistakes on the part of the seller, such as typos. The seller has the right to inform the buyer of price errors before delivery or acceptance. In the event of a price error, the buyer has the right to cancel the order and, consequently, any agreement has not been concluded.

Article 6: Contract Area

1. Dutch clients may only sell and deliver the contractor's products and services in the Netherlands.

Article 7: Contract Duration

1. The agreement between the client and the supplier is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or parties have expressly agreed otherwise in writing.
2. If parties have agreed on a term for the completion of certain work within the term of the agreement, this is never a strict deadline. If this term is exceeded, the client must give the supplier written notice of default.

Article 8: Amendment of the agreement

1. If, during the execution of the agreement, it appears that it is necessary for a proper execution of the assignment to modify or supplement the work to be performed, the parties shall adjust the agreement accordingly in a timely manner and in mutual consultation.
2. If the parties agree that the agreement will be modified or supplemented, this may affect the time of completion of the execution. The supplier shall inform the client thereof as soon as possible.
3. If the modification or supplement to the agreement has financial and/or qualitative consequences, the supplier shall inform the client thereof in writing in advance.
4. If the parties have agreed on a fixed fee, the supplier shall indicate to what extent the modification or supplement to the agreement will result in an exceeding of this fee.
5. Notwithstanding the provisions of the third paragraph of this article, the supplier cannot charge additional costs if the modification or supplement is the result of circumstances attributable to him.

Article 9: Delivery and transfer of risk

1. As soon as the work is completed, the client will be notified by the supplier. Thereafter, delivery takes place. The client signs the packing slip after which the goods are delivered. From the moment the packing slip is signed, the risk transfers from the supplier to the client.

Article 10: Inspection, complaints
1. The client is obliged to inspect the delivered goods at the time of delivery, or at least as soon as possible. The client should examine whether the quality and quantity of the delivered goods correspond to what the parties have agreed upon, or at least whether the quality and quantity meet the requirements that apply in normal (commercial) traffic.
2. Complaints regarding damage, shortages or loss of delivered goods must be submitted in writing to the supplier by the client within three working days after the day of delivery of the goods.
3. If the complaint is declared well-founded within the specified period, the supplier has the right to either repair, re-deliver, or to abandon delivery and send the client a credit note for that part of the purchase price.
4. If the deadline for complaints has expired, the supplier is no longer obliged to repair or otherwise proceed.
5. Minor and/or customary deviations in the industry and differences in quality, quantity, size or finish cannot be held against the supplier.
6. Complaints regarding a specific product do not affect other products or parts belonging to the same agreement.
7. After processing the goods at the client's premises, no more complaints will be accepted.

Article 11: Samples and models

1. If a sample or model has been shown or provided to the client, it is presumed to have been provided only as an indication without the delivered item necessarily having to correspond to it. This is different if the parties have expressly agreed that the delivered item will correspond to it.

Article 12: Intellectual property and promotion

1. All intellectual property rights, including but not limited to copyrights and trademark rights, resting on the products supplied by the supplier, are and remain the exclusive property of the Supplier.
2. The client has the right to use the trademarks for the promotion of the products under the conditions specified in this article. The client shall not modify, remove, or alter the trademarks, numbers, or other identification marks used on or in connection with the products. The client shall not use the trademarks in a way that may in any way be detrimental to their distinctiveness, reputation, validity, or the supplier's goodwill therein, or to the supplier's company or trade name. The client shall not use or register any trademark or trade name that so closely resembles any trademark or trade name of the supplier that it may cause a risk of confusion (including indirect confusion) or deception. Furthermore, the client shall not use any mark other than the trademarks in connection with the products without the prior written consent of the supplier.
3. The client shall strictly adhere to the guidelines and instructions that the supplier will from time to time provide to the client regarding the manner of use of the trademarks.
4. The client shall provide all reasonable cooperation at the supplier's expense that the supplier requests in connection with the enforcement of the trademarks.
5. The client shall, with the exception of the right of use as referred to in paragraph 2, have no right to any trademark nor to any associated goodwill. These shall reside and remain with the supplier. All goodwill arising from the client's use of the trademarks shall accrue to the supplier.
6. The client shall immediately notify the supplier of any infringement or threatened infringement of the trademarks by a third party of which the client becomes aware, as well as of any assertion or claim by a third party alleging that the sale or import of the products infringes any right of any third party.
7. The client acknowledges and respects these rights and shall not infringe upon them. If, despite the foregoing, the client infringes upon the supplier's intellectual property rights in any way, the client shall forfeit to the supplier an immediately due and payable penalty of € 2,500 for each violation, as well as for each day that the violation continues. In addition, the supplier reserves the right to recover all damages suffered or yet to be suffered as a result of any infringement of its intellectual property rights from the client.
8. The client shall endeavor to promote and sell the products. In carrying out its activities, the client shall comply with all applicable laws and regulations.
9. The client shall not use the supplier's trade names in the promotion and sale of the products and shall not alter the packaging of the products.
10. The client shall undertake promotional activities at its own expense and risk, unless otherwise agreed upon in a specific case. The client shall inform the supplier in writing no later than the tenth day of each calendar quarter about the promotional activities to be undertaken in that quarter and about the activities carried out in the past quarter. The supplier may provide the client with instructions regarding the format for submitting this information.
11. The client shall purchase promotional materials from the supplier. If the client chooses to have promotional material made themselves, they shall not publish any type of promotional material relating to the products, including (but not limited to) brochures, flyers, faxes, advertisements (whether or not via the internet), without the supplier having expressly approved the content thereof in writing beforehand.
12. The client is obliged to present the products in the manner prescribed by the supplier. The client is obliged to purchase necessary promotional materials, such as displays and other presentation products, from the supplier.

Article 13: Delivery

1. Delivery by the supplier takes place 'ex works/store/warehouse'. This means that all costs are for the client.
2. The client is obliged to take delivery of the goods at the moment they are delivered or caused to be delivered to them, or at the moment these goods are made available to them according to the agreement.
3. If the client refuses to take delivery or is negligent in providing information or instructions necessary for delivery, the supplier is entitled to store the goods at the client's expense and risk.
4. If the goods are delivered, the supplier is entitled to charge any delivery costs.
5. If the supplier requires client data for the execution of the agreement, the delivery period commences after the client has made these data available to the supplier.
6. A delivery term specified by the supplier is indicative. This is never a strict deadline. If the term is exceeded, the client must give the supplier written notice of default.
7. The supplier is entitled to deliver the goods in parts, unless the parties have agreed otherwise in writing or partial deliveries have no independent value. In the case of partial deliveries, the supplier is entitled to invoice these parts separately. 

Article 14: Force majeure

1. If the supplier cannot, not timely, or not properly fulfill its obligations under the agreement due to force majeure, it is not liable for damages suffered by the client.
2. Force majeure is understood by the parties to mean in any case any circumstance that the supplier could not have taken into account at the time of entering into the agreement and as a result of which the normal execution of the agreement cannot reasonably be demanded by the client, such as, for example, illness, war or danger of war, civil war and riots, insurrection, sabotage, terrorism, lockout of workers, changed government measures, transport difficulties, and other disruptions in the supplier's business.
3. Furthermore, the parties understand force majeure to mean the circumstance that supplying companies on which the supplier depends for the execution of the agreement do not fulfill their contractual obligations towards the supplier, unless this is attributable to the supplier.
4. In case of force majeure, the supplier has the right to change the delivery and/or completion period and, if delivery and/or completion has become impossible or unreasonably onerous, to cancel the agreement with immediate effect without judicial intervention and without the supplier being obliged to pay compensation.
5. In the event that the force majeure continues for longer than three months, the client has the right to dissolve the agreement with immediate effect. Dissolution can only take place via a registered letter.
6. In the event that subsequent delivery and/or completion entails an increase in costs, these extra costs shall be borne by the client.
7. After cancellation of the agreement, the supplier is entitled to reimbursement of the costs incurred or work performed, insofar as the client has benefited therefrom.

Article 15: Set-off

1. The client waives its right to set off a debt to the supplier against a claim against the supplier.

Article 16: Suspension

1. The client waives the right to suspend the fulfillment of any obligation arising from this agreement.

Article 17: Transfer of rights

1. Rights of a party from this agreement cannot be transferred without the prior written consent of the other party. This provision is considered a clause with proprietary effect as referred to in Article 3:83, second paragraph, of the Dutch Civil Code.

Article 18: Lapse of claim

1. All claims of the client against the supplier, whether due to a breach of contract, an unlawful act, or any other reason, shall lapse as soon as a period of one year has passed after the day on which the client became aware or reasonably could have been aware of the existence of such claims and the client has not brought the relevant claims before a court within that one-year period.

Article 19: Insurance

1. The client undertakes to adequately insure and keep insured delivered goods against, among other things, fire, explosion, and water damage, as well as theft.
2. The client shall provide the policy of these insurances for inspection upon first request.

Article 20: Retention of title and right of retention

1. Goods present at the supplier's premises and delivered goods and parts remain the property of the supplier until the client has paid the entire agreed price. Until that time, the supplier can invoke its retention of title and reclaim the goods.
2. If the agreed advance payments are not made or not made on time, the supplier has the right to suspend the work until the agreed part has been paid. In such a case, there is creditor's default. A delayed delivery cannot then be held against the supplier.
3. The supplier is not authorized to pledge or encumber in any other way the goods subject to its retention of title.
4. The supplier undertakes to insure and keep insured the goods delivered to the client under retention of title against fire, explosion, and water damage, as well as theft, and to provide the policy for inspection upon first request.
5. If goods have not yet been delivered, but the agreed advance payment or price has not been paid as agreed, the supplier has the right of retention. The goods will then not be delivered until the client has paid in full and as agreed.
6. In the event of liquidation, insolvency, or suspension of payment of the client, the client's obligations become immediately due and payable.

Article 21: Joint and several liability

1. If the assignment is given by more than one client, all clients are jointly and severally liable for the fulfillment of all obligations arising from these general terms and conditions and the present agreement.

Article 22: Liability for damages

1. Any liability for damage arising from or related to the execution of an agreement is always limited to the amount paid out in the relevant case by the concluded (professional) liability insurance(s). This amount is increased by the amount of the deductible according to the relevant policy.
2. The supplier is not liable for damage arising from this agreement, unless the supplier has caused the damage intentionally or with gross negligence.

Article 23: Duty to complain

1. The client is obliged to report complaints about the work performed directly to the supplier. The complaint must contain as detailed a description of the shortcoming as possible, so that the supplier is able to respond adequately to it.
2. If a complaint is well-founded, the supplier is only obliged to perform the work as the parties have agreed.

Article 24: Guarantees

1. If guarantees are included in the agreement, the following applies. The supplier guarantees that the sold item complies with the agreement, that it will function without defects, and that it is suitable for the use the client intends to make of it. This guarantee applies for a period of two calendar years for watches and six months for jewelry after actual commissioning by the client. This guarantee does not apply to batteries and straps.
2. The purpose of the aforementioned guarantee is to establish such a risk allocation between the supplier and the client that the consequences of a breach of a guarantee are always fully for the account and risk of the supplier and that the supplier can never invoke Article 6:75 of the Dutch Civil Code in respect of a breach of a guarantee. The provision in the previous sentence also applies if the breach was known or could have been known to the client through investigation.
3. The stated guarantee does not apply if the defect has arisen as a result of improper or incorrect use or if - without permission - the client or third parties have made or attempted to make changes or have used the purchased item for purposes for which it is not intended.
4. If the guarantee provided by the supplier relates to an item produced by a third party, the guarantee is limited to the guarantee provided by that producer.

Article 25: Applicable law

1. This agreement between the supplier and the client is exclusively governed by Dutch law. The Dutch court has jurisdiction.
2. The applicability of the Vienna Sales Convention is excluded. If, in legal proceedings, one or more provisions of these general terms and conditions are deemed unreasonably onerous, the remaining provisions shall remain in full force and effect.

Article 26: Forum selection

1. All disputes arising from this agreement shall be exclusively submitted to the District Court of Den Bosch.