SCUSA INTERNATIONAL BV | General Terms of Sale

G E N E R A L T E R M S O F S A L E

1. Interpretation

In these conditions: SCUSA means SCUSA International B.V. Purchaser means a person firm or company whose order for goods is accepted by SCUSA. Goods means any goods which are supplied to the Purchaser by SCUSA under any contract between them. Conditions means the standard terms and conditions of sale set out in this document and including any special terms and conditions agreed in writing between the purchaser and SCUSA contract means any contract between SCUSA and the purchaser for the purchase and sale of goods.

Introduction

These conditions govern all offers from and sales made by SCUSA.
Any purchaser placing order with SCUSA is deemed to accept these conditions to the exclusion of any other terms and conditions.
These conditions supersede al previous sales conditions whether oral or written and may be waived only by express written agreement between the authored representatives of SCUSA and purchaser.
SCUSA’s employees or agents are not authorised to make any representations concerning the goods unless confirmed by SCUSA in writing enter in into this contract the purchaser acknowledges that it does not rely on and walves any claim for breach of any such representation which is not so confirmed.
SCUSA shall not be liable for any advice given by SCUSA or its employees or agents to the purchaser or its employees or agent as to the storage application or use of these good ungues such advice is confirmed in writing by SCUSA.

Orders

1. The Purchaser shall place order on line list worksheets. Each order will be confirmed by SCUSA in the form of an order confirmation. However, SCUSA reserves the right to refuse all or part of any orders placed by the Purchaser. A contract shall be formed when SCUSA sends the Purchaser an order confirmation.

2. The Purchaser shall keep copies of each order confirmation

3. The order confirmation shall specify the price and quantities of the goods ordered by the Purchaser

SCUSA cannot be held responsible in any manner for failure to deliver all or a part of the purchaser’s order.
in case of cancellation by the Purchaser of any order placed and accepted by SCUSA, or for non-delivery by SCUSA as a result of non payment, a cancellation charge of 25% of the original order value will become due to SCUSA on demand.

Deliveries

1. SCUSA shall specify delivery dates by season on the original line list worksheets and on the order confirmations.

2. The start delivery date refers to the first date on which the goods may be delivered to the Purchaser’s store. The end delivery refers to the last date the Goods will tease SCUSA’s warehouse.

3. Any dates quoted for delivery of the Goods are appreciate only and SCUSA shall not be liable for any delay in delivery of the Goods howsoever . Time for delivery shall not be of the essence unless previously agreed by SCUSA in writing. Should SCUSA be unable to deliver an order for any reason, it shall have the right to cancel the sale by informing the Purchaser immediately. Such cancellations shall not give rise to any right to damages or indemnity on the part of the Purchaser.

4. In any case, SCUSA shall have the right to withhold delivery to a Purchaser who has not paid for the Goods under this or any other contract between the parties.

5. SCUSA may make partial deliveries or deliveries by instilment and involve for but deliveries created as a cancellation of the contract in accordance with clause 88.

5. Shipment and transportation – damaged or missing cartons

1. Terms of delivery will be as specified in the order confirmation

2. The purchaser shall determine at delivery if there are any damaged or missing goods and alter the carrier’s delivery note accordingly. Within eight (8) business days following delivery the purchaser shall check the delivered goods and confirm with the carrier in writing by registered mail with return recipe requested the natures of the damage or the missing goods. The purchaser shall send a copy of such confirmation to SCUSA in order that the latter may exercise its rights against the carrier. Claims for damaged or missing goods will only be acceptable if sent within eight (8) business days following delivery and any exchanges or reimbursements are subject to the satisfaction of this condition. If the purchaser does not comply with the foregoing deadlines and procedures, it shall be liable for the losses incurred due to any such damage or loss of the goods.

6. Claims

1. SCUSA shall refuse any return of the goods that it has not first authorised in writing. In all cases, the purchaser accepts the risks of returning the goods.

2. In all cases the purchaser must comply with SCUSA’s current published returns policy a copy of which is available on request and the terms of which are incorporated by reference.

7. Price

1. The prices of the goods shall be those indicated on the order confirmation.

2. SCUSA reserves the right by giving notice to the purchaser at any time before delivery to increase the price of the goods.

8. General conditions of payment.

Payment shall be made net of any commission or expenses at 30 days from the date of invoice notwithstanding that delivery may not have taken place. Only for payments received within 10 days from the date of invoice a 3% settlement discount may be deducted. The purchaser shall not be entitled to suspend payment or make any other deduction from such payment or eventide any right of set-off howsoever arising.
In the event that a payment instrument is returned unaccepted, the order shall be immediately cancelled and/or the sale automatically terminated without notice. The purchaser shall return any delivered goods at his cost
Bank drafts shall be paid at such place as is specified by SCUSA.
The purchaser shall pay the costs of presentation and collection of bank drafts.
The purchaser shall make no change of the date of payment of the bank drafts without SCUSA’s written agreement. The purchaser shall request such agreement by letter at least thirty (30) days before the date of payment in accordance with clause 8.1.
Upon expiration of the term payment, the purchaser shall be in default and, as of that date, it shall owe interests at a that corresponding to the Dutch statutory interest plus 3% if the purchaser fails to meet any of its obligations, all extra judicial costs reasonably incurred to obtain such payment shall be at the purchaser’s expense. Such costs shall in any event include the costs of the collection agencies. Process servers and attorneys. These costs shall amount to no less than 15 percent of the outstanding amount. Where a court fully or substantially award judgement against the purchaser and its decision has become final, the purchaser shall be under a duty to reimburse SCUSA for all judicial costs incurred at trial and appellate levels, including any amounts not awarded by the court.
If in the reasonable opinion of SCUSA the credit worthiness of the purchaser shall have deteriorated prior to delivery, SCUSA may require full or partial payment of the price prior to delivery or the provision of security for payment by the purchaser in a form acceptable by SCUSA.
If the purchaser fails to make any payment on the due date then without prejudice to any other right or remedy available to SCUSA, SCUSA shall (at its option) be entitled to cancel or suspend deliveries under the contract or any other contract between the parties until payment in full is made. This is without prejudice to payment due on order already delivered and the right to claim damages.

Payment guarantee.

All orders are subject to prior acceptance, by a factoring company named by

SCUSA, of the purchaser as debtor. The purchaser agrees to furnish all necessary document required by the factoring company. Should such factoring company totally or partially refuse to so accept the purchaser, delivery will only occur if the purchaser submits a new or additional guarantee acceptable to SCUSA.

Retention of title

1. The goods shall remain the property of SCUSA until payment in full by the purchaser of the price under any and all contracts between SCUSA and the purchaser. Bank drafts or any other documents crating an obligation to pay do not constitute.

2. Notwithstanding such retention of title, the purchaser may in the ordinary course of its business sell the goods to any third party.

3. The purchaser shall ensure that the goods can always be identified and shall bear all risks as from delivery of the goods, subject to SCUSA’s retention of title. The purchaser shall ensure the good condition of the goods at its own risk and expense.

4. SCUSA reserves the immediate right of re-possession of any goods to which SCUSA has retained title as aforesaid exercisable at any time after delivery of the goods and the purchaser hereby grants an irrevocable right and licence to SCUSA’s servants and agents to enter upon all or any premises where the goods are stored without prior notice for this purpose.

Warranty

1. SCUSA’s sole obligation towards the purchaser is to warrant that insofar as they have been manufactured by SCUSA, the goods will correspond in all material respects with SCUSA’s specification at the time of delivery and be free from defects in materials and workmanship. SCUSA will replace free of charge any goods which examination confirms do not conform to the aforesaid warranty. For the avoidance of doubt, any deviation in the colour or shading of or any minor in size of the goods, or any ornamental deviation (such as, but no limited to the embroidery or buttons) in the goods shall not busy a claim under this warranty instead of replacing a non-conforming good, SCUSA, shall be edited to cancel the contract with respect to such non-conforming good and refund the purchase price paid by the purchaser.

2. The warranty in clause 11.1 is only valid and enforceable against SCUSA if:

2.1 purchaser has inspected the goods and notified the defect to SCUSA within 14 days from the date of delivery, or (where the defect or failure was not apparent on restorable inspection) within a reasonable time after discovery of the defect or failure, and in any even within three months of delivery.

2.2 The defects are not due to normal wear and tear

2.3 The total price has been paid by the due data for payment and

2.4 The purchaser has delivered the goods to SCUSA at a location specified by SCUSA, allowed SCUSA reasonable opportunity to inspect the goods and inspection confirms that the goods are defective

Liability

1. SCUSA’s maximum aggregate liability for the non-conforming goods shall be the replace of such goods in accordance with atlicle14.1 or the contract price in all other situations.

2. SCUSA shall not be enable for consequential damage, including bur not limited to damage resulting from incorrect or improper use or storage of the goods by the purchaser loss of turn and loss of profit.

3. The liability limitations set forth in these general sales conditions shall not apply if the damages caused intentionally or due to gross negligence of SCUSA or its managerial or executive’s.

4. Any claim for damages or for the repair or replacement of goods and/or the delivery of missing pieces on what ever basis, as well as any right to dissolve the agreement, shall lapse if the defect or the complain is reported too late or one (1) year after the delivery whichever occurs first, unless a different period has been agreed.

Trade marks

1. In accordance with the laws in force the purchaser shall not under sanction of legal action, repress in all or in part the goods which it shall have purchased from SCUSA or seen at the occasion of the purchase. The purchaser shall not communicate to third parties any information permitting total or partial reproduction of such goods any such communication would render the purchaser an accomplice in the infractions committed.

2. The purchaser shall not use or mentions SCUSA’s trade mark or any other trade name under which goods may be sold by SCUSA unless the purchaser has obtained written approval of SCUSA.

3. The purchaser shall not make any change to the goods sold by SCUSA nor remove the labels or the distinctive features of the trade marks under which they are sold by SCUSA nor any brand name or indication whatsoever.

4. All materials or documents for the advertising and/ or promotion of the goods sold under the trade marks SCUSA or any other trade mark under which SCUSA sells the goods must first be approved in writing by SCUSA

Farce majeure.

1. SCUSA’s obligations shall be suspended, and can not be held liable to the purchaser for loss or damage which may be suffered by the purchaser as a direct or indirect result of the supply of the good by SCUSA being prevented hindered delayed or rendered uneconomic by reason of circumstances or events beyond SCUSA’s reasonable control.

2. If due to such circumstances or event SCUSA has insufficient stocks to meet all commitments, SCUSA may apportion available stocks between its customers at its own discretion.

3. If the period during which SCUSA cannot fulfil its obligations exceed or will exceed three months, either party shall be entitled to terminate the agreement without judicial inventions without any obligation to pay damages to the other party.

4. If SCUSA has performed part of its obligations when force majeure arises of if it can not perform part if its obligations, it shall be entitled to reparatory in voice the purchaser for the part performance and the purchaser shall be obligated to pay such an invoice as if it concerned a separate agreement.

Promotion and advertising materials.

The purchaser shall return to SCUSA, at any time upon request by SCUSA, as well in any event upon termination of commercial relations, all promotion and /or advertising materials given to the purchaser free of charge by SCUSA during the term of the commercial relation.

confidentiality

Each party agrees and undertakes that it will keep confidential and will not use for its own purposes nor without the prior written consent of the other party disclose to any third party all information of a confidential nature ( including trade secrets and information of commercial value) which have become known to such party from the other unless such information is public knowledge ( other then by breach of this condition) as is required to be disclosed by a court of competent Jurisdiction.

applicable law

All contracts between SCUSA and the purchaser shall be governed by Dutch law. Applications of the United Nations convention on contracts for the international sales of goods is expressly excluded

jurisdiction

ALL DISPUTES SHALL BE SUBMITTED TO THE DESTRICT COURT OF ARNHEM. THIS CLAUSE SHALL NOT PRECLUDE SCUSA FROM ITS REGHT TO FILE THE DISPLAY WITH ANY OTHER COMPETENT COURT.