Terms and conditions

General terms and conditions of Campo Coprint BV

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1. General

  1. These general terms and conditions are applicable to each agreement in which Campo Coprint BV will act as a supplier.
  2. Other general terms and conditions shall only apply to the agreement if this is specifically agreed between the parties.
  3. By placing any order for goods, the Buyer shall be deemed to have agreed to these General Conditions of Sales, except to such extent as the Buyer may have explicitly objected to these General Conditions of Sales in a notice in writing received by Seller within ten days after these General Conditions of Sales are first sent to the Buyer. Any other terms or conditions which may at any time be indicated by the Buyer, in the Buyer’s order or otherwise (whether oral, typed, written or printed) shall be null and void and of no effect, even if not expressly objected by seller.

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2. Designs/Patterns

  1. The rights to reveal, multiply and/or process of designs according to which goods are produced by Campo Coprint BV, are exclusive for Campo Coprint BV.
  2. If it is necessary to make special designs or stencils for production because Buyer has or have designed its own patterns, than Campo Coprint BV has the exclusive right to develop these items or to pass these orders to third parties. The costs for the development of these special stencils will be for the account of buyer, even whether the assignment won’t be definitive. Pro Style BV is entitled to the copyright of before mentioned designs or stencils.
  3. If parties agree that a product is exclusive designed for one specific Buyer and/or one specific assignment and /or for a specific area and/or for a specific term, than Campo Coprint BV will have the disposition over this design after three months after finishing the (latest) assignment (or delivery). Campo Coprint BV doesn’t have to ask for Buyers permission. Buyer is not able to lay any claim.

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3. Claims

  1. Any claim by the Buyer of any and every kind must be made in a writing dispatched to Seller by registered mail, return receipt requested, not later than ten (10) days from the date of delivery. Failure to make any claim in such manner or within such period shall constitute an irrevocable acceptance of the goods by the Buyer that the goods fully comply with all terms, conditions and specifications of the Contract.
  2. The Buyer may not accept only part of the goods delivered. Acceptance of any part of the goods ordered shall constitute acceptance of all the ordered goods, whether or not the goods are all tendered in one shipment.

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4. Return delivery

  1. Buyer is not entitled to return the goods to Campo Coprint BV unless Campo Coprint BV will explicitly give its prior approval.
  2. Buyer will only be entitled to return goods to Campo Coprint BV for the account and risk of Campo Coprint BV if the condition of article 3a is fulfilled, if the package is returned following the terms of Campo Coprint BV and if the claim is justified.
  3. Campo Coprint BV is entitled to keep the goods on behalf of and for the account of the Buyer, if the claim with respect to the returned goods was not justified.

5. Payment

  1. The Buyer shall make all payments in accordance with the provisions of the contract,���� notwithstanding any claim for any alleged defect, fault or irregularity in the goods. Unless otherwise specifically agreed by Seller in writing, payment by the Buyer is due within thirty days of receipt of Seller’s invoice. Payment for all goods in the invoices shall be made in the currency stated in the invoice, at ProStyle’s place of business or at such other place as Seller may specify by notice in writing to the Buyer. The acceptance by Seller of any check, draft, promissory note or other instrument� shall not constitute a change in or notation of the Contract or an agreement by Seller that payment may be made at the place where such check, draft, promissory note or other instrument is drawn, issued or payable. Moreover, acceptance by Seller of any check, draft promissory note or other instrument, will not constitute payment until Seller has collected the full amount in cash at Seller’s place of business. In the event of any delay in payment, Seller shall have the right to suspend deliveries and may, at its option (i) require immediate payment of all or any part of any and all sums owned by the Buyer, irrespective of any credit terms previously agreed to; and (ii) terminate the Contract (as well as any and all other Contracts with the Buyer) in whole or in part, and hold the Buyer liable for damages. In the event Seller does not receive any payment by the due date, the Buyer shall pay to Seller interest on the unpaid amount, from the due to the date payment is actually received by Seller, at a floating per annum rate of interest equal to one and one half percent per month. Seller’s right to such interest shall be in addition to, and not in lieu of, all other rights and remedies arising by reason of such non-payment. In the event of any delay in payment, Seller may, at ist option, among other things, cancel or terminate the Contract, in whole or in part, and hold the Buyer liable for damages. Any payment received by Seller may be applied to any outstanding balance owned by the Buyer to Seller, as Seller, in its sole discretion, may determine, any instructions of the Buyer to the contrary notwithstanding.
  2. Irrespective of any payment or credit terms specified or agreed to by Seller, Seller may, in its sole discretion, at any time and from time to time, require payment by irrevocable letter of credit, or require payment in cash before shipment of any or all of the goods, or require payment in advance of any or all amounts due or to become due under the Contract. If payment by irrevocable letter of credit is required, Seller must have received the letter of credit at least thirty days before the scheduled delivery date and Seller will not commence manufacturing the goods until after receipt of the letter of credit.
  3. If Seller believes in good faith that the Buyer’s ability to make payments required by the Contract is or may become impaired, Seller may, in its sole discretion, cancel or terminate the Contract, in whole or in part, the Buyer remaining liable to pay for any goods already shipped.

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6. Discount and allowances

Except as expressly provided in Seller’s Order Confirmation, the Buyer will not be entitled to any discount, allowance, commission or rebate of any kind, directly or indirectly. Any discount granted by Seller for prepayment of any invoice will be allowed only if the full amount specifies in the invoice is received by Seller on or before the due date of the invoice.

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7. Time of delivery, Force Majeure

Any delivery dates specified by Seller will be deemed to be estimates only, unless specific commitments are made in writing by Seller. In no event is the time of delivery of the goods of the essence. Seller reserves the right to cancel, in whole or in part, or to suspend or delay, in whole or in part, any orders due to (i) the unusually large size of an order; (ii) exigencies of Seller’s production or delivery schedule; (iii) shortages of, or failures of Seller’s suppliers to deliver, or delays of Seller’s suppliers in delivery materials; (iv) work stoppages or other labour troubles; (v) acts of god; (vi) any event of force majeure or beyond Seller’s control. Delivery dates will be extended by the amount of any time required by Seller to make delivery as a result of any such condition or event or any change in the Contract. Seller also reserves the right to discontinue particular goods or lines of products, or to substitute other goods or lines, in response to production and market requirements and demands. The Buyer waves any and all connection with or relating to any delay in delivery of the goods for any reason whatsoever or any failure of Seller to delivery by reason of the exercise by Seller of any of its rights pursuant to these General Conditions of Sale, including, without limitation, any and all claims or compensation, and any and all rights to terminate or cancel the Contract, in whole or in part.

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8. Restriction to the right of ownership

  1. Campo Coprint BV will have full right and title of ownership over the delivered goods until Buyer has fulfilled all its obligations of payment for the delivered goods.
  2. However the Buyer is entitled to sell and deliver the goods in the course of its normal business as long as Campo Coprint BV has not given a written notification, that Buyer must return the unpaid goods to Campo Coprint BV immediately.

c.��� Title to and Security Interest in Goods

Until Seller collects in full all amounts required by the Buyer for the goods, as well as any and all amounts owned by the Buyer to Seller, Seller retains title to the goods, and Seller shall have security interest in the goods, under the Uniform Commercial Code as in effect in the United States, to secure the payment of all such amounts. By placing an order with Seller, the Buyer appoints Seller as its attorney-in-fact to sign and file� any and all financing statements with respect to such security interest which Seller may deem necessary or desirable, or to file such financing statements without the signature of buyer to the extent permitted by the law. The buyer shall, at the request of Seller, execute any and all financing statements and other which the Seller may request to perfect or evidence such title and such security interest.

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9. Claims

Buyer shall pay all damages and indemnify Campo Coprint BV against any liability by third parties, if and so far;

  1. These damages are caused by incompetent use and/or incompetent custody of the Buyer over the delivered goods and/or
  2. these damages are caused because the Buyer didn’t act totally in accordance with the instructions given by Campo Coprint BV concerning protection of the quality and storage and/or
  3. the buyer didn’t store and/or deliver to third parties the goods in the original and unchanged packing from Campo Coprint BV.

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10. Terms of Sale; Risk of Loss

Buyer will take delivery of the goods at the Sellers premises ‘(ex factory”). Unless otherwise specifically agreed with Seller in writing: (i) all risks of loss or damages to the goods shall pass to the Buyer upon delivery of the goods by Seller to a carrier; (ii) Seller shall not be required to procure insurance to cover the goods during transportation in shipment; (iii) any shipping arrangements made by Seller with carriers or forwarding agents at the Buyer’s request shall be made solely on the Buyers behalf and at the Buyers sole and risk; (iv) any agent appointed for such shipment shall be solely the Buyer’s agent for all purposes; (v) the buyer shall be responsible for all the unloading and receipt of the goods at its destination; and (vi) any claim for loss or damage shall be made by the Buyer solely against the carrier.

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11. Limitation of Liability

The remedies of the Buyer set forth in these General Terms and Conditions are exclusive. Accordingly, the Buyer waives any and all other rights and remedies, whether in contract (for breach of contract, breach of warranty or otherwise), in tort (for negligence, strict liability, misrepresentation or otherwise), in indemnity, in equity, under any statute, rule or regulation or upon any other basis. IN NO EVEN AND UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE TO THE BUYER IN ANY MANNER OR TO ANY EXTENT, WHETHER FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHER DAMAGES BY REASON OF ANY DELAY IN DELIVERY OR PERFORMANCE, ANY FAILURE TO DELIVER OR TO PERFORME, ANY NONCONFORMITY, DEFECT OR DEFICIENCY IN THE EQUIPMENT OR THE SERVICE OR OTHERWISE, AND THE BUYER WAIVES ALL CLAIMS AGAINST SELLER. In particular, and not by way of limitation, Seller will not be liable to Buyer for any bodily injury, death, property damage or economic loss, such as loss of profits, loss of revenue, plant down time, increased costs of production, costs of replacement equipments, damages suffered by customers of the Buyer, regulatory fines or penalties or damages resulting from damage to or loss of use of production facilities or equipment.

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12. Warranties

  1. EXCEPT FOR SUCH EXPRESS WRITTEN WARRANTIES AS MAY BE MADE BY SELLER TO THE BUYER, SELLER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT TO THE MERCHANDISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. Under no circumstances does Seller make, or shall Seller be deemed to have made, any warranty of representation, express or implied, with respect to the quality of the goods, such as, but no limited to, regulators of blends, colour and composition, flammability, shrinkage, crocking, pilling or fussing. In particular, and without limitation, under no circumstances does Seller make, or shall Seller be deemed to have made, any such warranty or representation or any other warranty or representation, express or implied, by reason of any statement, description or illustration in any brochure or other literature or by reason of having furnished a sample of any goods. Moreover, any written warranty made by Seller to Buyer with respect to any goods (i) applies only to goods which is of first quality, and does not apply to second or lesser quality goods, and (ii) is subject to a tolerance of approximately five percent. In event of any breach of warranty, Seller may, at its election, either (i) replace the goods affected or (ii) cancel or terminate the Contract, in whole or in part, without any obligation to replace any goods. The buyer waves any and all other claims and rights which the Buyer might otherwise have arising out of or in connection with or relating to any defect, fault or irregularity in the goods, including, without limitation, any and all claims for or rights to direct, indirect, incidental, conequential or other compensation or damages, and any and all rights to terminate or cancel the Contract, in whole or in part.
  2. The Buyer takes full and complete responsibility for ascertaining whether the goods meet the requirements of or is suitable for the Buyer’s intended use regardless of any suggestion or directions given by Seller with respect to the goods or the use of.
  3. The Buyer shall not test or have any test performed on the goods unless the Buyer has previously advised Seller of the proposed test in writing, specifying the time and place of the proposed test and the identity of the person proposed to perform such test, and afforded Seller a sufficient opportunity to participate in the proposed test to such an extent as Seller deems advisable. Any test performed in the absence of such advice and participation shall be of no effect with respect to any claim or right of the Buyer.

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13. Costs of Collection

In the event Seller retains a collection agency to collect any amount owned by the Buyer, or institutes proceedings to collect such amount or to enforce any right under the Contract, including enforcement of any security interest granted to Seller, the Buyer shall reimburse Seller for all collection agency fees and costs, or all costs incurred in such legal proceedings, including reasonable attorney’s fees.

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14. Applicable Law

The contract shall be governed by and construed in accordance with the domestic law of The Netherlands, without giving effect to conflict of laws principles, except that (a) if the Seller decides to sue the Buyer in the United States as indicated in paragraph 17, the law of the state where the action is prosecuted will govern, including the UCC; and (b) the rights of Seller pursuant to its security interest in the goods shall be governed and construed in accordance with the Uniform Commercial Code as in effect in the various states of the Unites States.

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15. Jurisdiction

All litigation arising out of or in connection with the Contract for the goods shall be conducted in Brummen, The Netherlands, except that Seller, at its option, may commence and prosecute such litigation in any jurisdiction in which the Buyer may be located or found or may do or transact any business. The Buyer consents to the jurisdiction of the court of Campo Coprint BV, The Netherlands, with the same force and affect as if such service had been made in Brummen, The Netherlands.

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16. Modifications

The Contract cannot be orally changed, modified, amended or discharged, in whole or in part. Any change, modification, amendment or discharge, to effective, must be in writing, signed by an officer or employee of Seller duly authorised to sign on behalf of Seller.

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17. Partly Applicable

If one article of these terms and conditions on any ground shall be deemed to be not applicable between parties, this will not exclude the remaining articles.