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GENERAL PRODUCTION AND DELIVERY TERMS SADDAL
CONSUMER PURCHASE
Article 1. General
These General Production and Delivery Terms, hereinafter referred to as "Terms" of Saddal Exclusive Jewelry, hereinafter referred to as "Saddal Exclusive Jewelry," apply to all offers and quotations from Saddal Exclusive Jewelry and to all agreements with Saddal Exclusive Jewelry.
Where in these Terms "products" is mentioned, it is understood to mean all items that are the subject of an agreement, including at least precious metals, jewelry, ornaments, gold work, silver work, watches, gemstones, diamonds, and related materials and/or user items.
Where in these Terms "services" is mentioned, it is understood to mean works of intellectual and/or industrial property, including the manufacturing and providing of designs of products for the buyer – as the client – and this in the broadest sense of the word.
Where in these Terms "agreement" is mentioned, it is understood to mean any agreement that is concluded between Saddal Exclusive Jewelry and the buyer for the delivery of products and services, as well as any modification or addition to it, as well as all (legal) actions in preparation for and execution of that agreement, as well as all the delivery of services. Where in Part B of these Terms "buyer" is mentioned, it is understood to mean any natural person who has not concluded or wishes to conclude an agreement with Saddal Exclusive Jewelry in the exercise of a profession or business, as well as any natural or legal person to whom article 6:235 first paragraph of the Civil Code does not apply ('small enterprises') that has concluded or wishes to conclude an agreement with Saddal Exclusive Jewelry.
Where in these Terms "written" is mentioned, it is understood to mean: signed by the buyer, unless the term "written" is expressly and unambiguously defined otherwise.
The buyer's general terms are only valid if and to the extent that they have been expressly accepted by Saddal Exclusive Jewelry and this acceptance has been confirmed in writing to the buyer.
As long as the written acceptance in the manner described in article 1.6 has not taken place, general (purchase) terms or conditions of the buyer are hereby expressly rejected.
Changes and additions to any provision in these Terms are only valid if and to the extent that they have been recorded by Saddal Exclusive Jewelry and only relate to the relevant underlying agreement. Saddal Exclusive Jewelry has the right at any time to unilaterally change, supplement, and/or apply new terms. Saddal Exclusive Jewelry will inform the buyer of such change(s), addition(s), or new terms 10 working days in advance.
Article 2. Offers / Quotations
Offers and/or quotations made by Saddal Exclusive Jewelry do not bind Saddal Exclusive Jewelry and are only considered an invitation to place an order. The offers and/or quotations issued by Saddal Exclusive Jewelry are non-binding and cannot lead to any obligation for Saddal Exclusive Jewelry.
Offers and/or quotations are valid only if made in writing and for the duration specified in the offer and/or quotation, notwithstanding Article 2.1. If the offer and/or quotation does not specify a duration, it is valid for 30 calendar days.
All statements by Saddal Exclusive Jewelry regarding numbers, weights, colors, parts, sizes, and/or other designations of the products have been made with care. However, Saddal Exclusive Jewelry cannot guarantee that no deviations will occur, and thus no rights can be derived from these statements by the buyer, unless they are expressly included in a written agreement. Models, samples, or drawings shown or provided are merely indications of the relevant products.
Article 3. Orders
Orders (that is: any assignment from the buyer to Saddal Exclusive Jewelry) are made in writing. In this specific article, "in writing" refers to messages sent by letter, fax, email, or via Saddal Exclusive Jewelry online.
An agreement is only concluded if and to the extent that Saddal Exclusive Jewelry accepts an order in writing or if Saddal Exclusive Jewelry executes the order. Saddal Exclusive Jewelry is entitled at all times to refuse an order without giving reasons and without being obliged to provide any form of compensation or otherwise.
All agreements are entered into under the suspensive condition that the buyer has fulfilled the obligations arising from any previous agreement(s) made between Saddal Exclusive Jewelry and the buyer.
If a confirmed order by the buyer, to which Saddal Exclusive Jewelry has already begun execution, is canceled, the buyer is obliged to pay a reasonable compensation to Saddal Exclusive Jewelry for the loss or lost profit suffered by Saddal Exclusive Jewelry.
If the products are made specifically for the buyer or ordered from a third party, cancellation is possible. In that case, the buyer is obliged to pay the price applicable to the entire work, increased by compensation for the damage that Saddal Exclusive Jewelry suffers as a result of the cancellation, and reduced by the savings that arise for Saddal Exclusive Jewelry from the cancellation. To the extent that part of the work has already been completed, Saddal Exclusive Jewelry will deliver this to the buyer.
Article 4. Delivery / transfer of risk
Delivery takes place at the establishment of Saddal Exclusive Jewelry, the address of which is included in Article 18 of these Terms. Delivery is deemed to have taken place as soon as the products have been offered to the buyer and the buyer has signed for receipt. If and as soon as the buyer has signed for the receipt of the products offered by Saddal Exclusive Jewelry, but if that delivery has proven to be impossible at the sole discretion of Saddal Exclusive Jewelry, the risk of the products has passed to the buyer.
Saddal Exclusive Jewelry has the right to deliver in parts at any time and to invoice each part separately. In such cases, each partial delivery will constitute a separate agreement entered into under the same conditions as the original agreement. The buyer is not entitled to suspend payment due to exceeding the delivery time of (a part of) the products.
Article 5. Delivery time
The indication of the delivery period is approximate, is not binding for Saddal Exclusive Jewelry, and is based on the circumstances applicable to Saddal Exclusive Jewelry at the time of this indication and, to the extent dependent on performances or data from the buyer or third parties, at the time those performances and data are provided by the buyer or third parties. This delivery period will be observed by Saddal Exclusive Jewelry as much as possible.
If Saddal Exclusive Jewelry requires data, items, or products and/or tools for the execution of the agreement that must be provided by the buyer, the delivery period can never commence earlier than on the day that all necessary data or tools are in the possession of Saddal Exclusive Jewelry.
In case of exceeding the delivery period, the buyer has no right to any compensation or other form of reimbursement. In that case, the buyer also has no right to terminate the agreement, unless the exceeding of the delivery period for the relevant products is such that it cannot reasonably be expected of the buyer to maintain that part of the agreement. In that case, the buyer is entitled to terminate the agreement, but only to the extent that it concerns the late delivered / to be delivered products as mentioned above.
Article 6. Prices and payment
The prices for the offered products are stated in Euros (€). Prices always include VAT/sales tax and any other applicable taxes and/or levies. Any handling and/or shipping costs will be charged separately.
For the cases where article 8 of these Terms applies, the prices stated therein are indicative prices, unless expressly agreed otherwise in writing.
Unless otherwise agreed in writing between Saddal Exclusive Jewelry and the buyer, payment of the amount due from the buyer under the agreement shall be made by cash payment to Saddal Exclusive Jewelry or by advance payment of (part of) the principal amount of the agreement in cash or via bank transfer; this is at the sole discretion of Saddal Exclusive Jewelry.
If the buyer is in default of any obligation to Saddal Exclusive Jewelry, he is obliged to fully reimburse Saddal Exclusive Jewelry for the judicial and extrajudicial costs – including the costs of legal assistance and advice prior to the procedure. The extrajudicial costs to be reimbursed by the buyer are set at a minimum of 15% of the amount due from the buyer to Saddal Exclusive Jewelry, with a minimum of € 300,-- excluding VAT.
Any amount received from the buyer will first be applied to settle any interest and costs owed as referred to in article 6.4, and then to the principal amount owed in order of age. Subsequently, any amount received from the buyer will be applied to satisfy those claims that Saddal Exclusive Jewelry may have against the buyer regarding which Saddal Exclusive Jewelry has not reserved ownership in accordance with article 9.
If Saddal Exclusive Jewelry sends payment reminders or other requests for payment to the buyer after the buyer is in default, this does not affect the provisions of this article.
Article 7. Inspection and complaints
The buyer is obliged to inspect the products immediately upon delivery (that is, when the buyer could exercise actual control over the products) to verify that the correct product, the correct quantity, and the correct type have been delivered. In addition, the buyer is obliged to inspect the products immediately upon delivery for visible defects and damage. Complaints about the products must be reported by the buyer without delay, but no later than two months after the discovery of the complaint(s) to Saddal Exclusive Jewelry, under penalty of forfeiture of the right to claim. This report must at least indicate where and when the product was purchased, must be accompanied by the original receipt, and must state the reason for the claim in detail. Furthermore, the report should, as far as possible, include the serial number of the product.
Saddal Exclusive Jewelry is not obliged to process complaints regarding deviations concerning the delivered products that reach it later than two months after the discovery of the complaint(s) by the buyer.
After discovering any defect, the buyer is obliged to immediately cease the use, processing, and/or treatment of the relevant products and to do everything reasonably possible to prevent (further) damage.
The buyer will provide all necessary cooperation for the investigation of the complaint, including allowing Saddal Exclusive Jewelry the opportunity to conduct an investigation into the circumstances of use, processing, and/or treatment.
If the buyer does not cooperate or if further investigation is not possible for Saddal Exclusive Jewelry, the complaint will not be processed, and the buyer will have no claims in this regard. If the complaint is found to be unfounded by Saddal Exclusive Jewelry, the costs of investigating the complaint will be borne by the buyer.
The buyer cannot derive any rights from the handling of a complaint.
The buyer is not free to return the products before Saddal Exclusive Jewelry has agreed to this. Only if a timely, correct, and justified complaint has been made, will the reasonable costs of return be borne by Saddal Exclusive Jewelry.
If the buyer timely, correctly, and justifiably complains about defects in a product, the resulting liability is expressly limited to what is specified in articles 9 and 14.
Article 8. Supply of goods by the buyer
If the buyer supplies goods, materials, and/or raw materials based on which Saddal Exclusive Jewelry will create a product (hereinafter referred to in this article as "goods"), Saddal Exclusive Jewelry will inform the buyer of the suitability of those goods and point out any risks regarding the production process.
The legal provisions and stipulations in these Terms regarding warranty and conformity expressly do not apply to goods supplied by the buyer as part of products created using those goods, unless otherwise agreed in writing.
For the period that the goods supplied by the buyer are in the possession of Saddal Exclusive Jewelry, the risk of loss, theft, damage, as well as damage, deterioration, or depreciation occurring during the production process is the responsibility of the buyer, and Saddal Exclusive Jewelry is never liable for any compensation in this regard.
Article 9. Obligations of Saddal Exclusive Jewelry & Warranty
Saddal Exclusive Jewelry guarantees that its products possess the properties that the buyer may expect based on the information provided by Saddal Exclusive Jewelry regarding use, quality, and performance for one year after purchase, provided that these products are used normally and carefully and that all instructions and other regulations for the use of the products included in the agreement and these Terms are strictly and fully complied with. Minor deviations customary in the industry regarding specified dimensions, weights, numbers, parts, colors, and other similar data do not constitute deficiencies and do not affect the conformity of the delivered products. After six months from the purchase of the products and/or services, the burden of proof for non-conformity, however, rests with the buyer and no longer with Saddal Exclusive Jewelry.
Saddal Exclusive Jewelry will decide within 21 calendar days whether a complaint is justified or not and will inform the buyer in writing. Provided that a complaint has been made in a timely, correct manner and in accordance with the provisions of article 7[check upon renumbering] and this article, and it is found that the complaint is justified, the buyer has the choice to either have the defective products or parts replaced with new or equivalent replacement products or parts upon their return, or to have the relevant products properly repaired – and if necessary, to make adjustments to the products to be repaired – or to receive a suitable portion of the agreed price refunded or to have the invoiced amount (partially) credited. By fulfilling one of the aforementioned performances, Saddal Exclusive Jewelry is fully released from its obligations.
The buyer or a third party cannot assert any rights under this article if changes or repairs have been made to the products without prior written consent from Saddal Exclusive Jewelry, parts not supplied by Saddal Exclusive Jewelry have been added, the products have been used for purposes other than those intended, or the products have otherwise been treated or maintained carelessly.
The warranty explicitly excludes damage resulting from normal use or wear and tear, water damage (unless expressly indicated by Saddal Exclusive Jewelry that the product is "waterproof" or "wasserdicht," which explicitly does not include the term "waterresistant" or a related term) and damage that does not originate from a manufacturing and/or production defect.
In the case of replacement or repair, the warranty periods of the original product remain in effect and this does not lead to new or extended warranty periods.
Saddal Exclusive Jewelry does not recognize any other guarantees than the guarantees described in this article and article 7.
Article 10. Ownership
Products delivered by Saddal Exclusive Jewelry remain the sole property of Saddal Exclusive Jewelry, as long as the buyer has not fully complied with all obligations, including payment obligation(s), that rest or will rest on the buyer under the agreement(s) concluded between Saddal Exclusive Jewelry and the buyer. Only after full compliance with all obligations, including the payment obligation(s) by the buyer towards Saddal Exclusive Jewelry, does the ownership of the products transfer to the buyer.
If the law of the destination country of the purchased goods provides for further possibilities to reserve ownership than specified above in paragraph 1, it is agreed between the parties that these further possibilities are deemed to have been stipulated for the benefit of Saddal Exclusive Jewelry, with the understanding that when it cannot be objectively determined which further rules this provision relates to, the provisions in paragraph 1 and the rest of this article remain in effect.
Before the ownership of the products has transferred to the buyer, the buyer is not authorized to pledge the products, otherwise alienate them, or encumber them or grant rights to third parties. The buyer is only entitled to sell or deliver the products, of which Saddal Exclusive Jewelry is the owner, to third parties, insofar as this is necessary in the context of the normal course of business of the buyer. The buyer will inform its customer of the ownership rights of Saddal Exclusive Jewelry.
As long as Saddal Exclusive Jewelry is the owner of the products, the buyer will store and/or keep the products in such a way that it is always clear that they belong to Saddal Exclusive Jewelry. Saddal Exclusive Jewelry has the right to access the products that are its property at any time, regardless of where they are located. The buyer will inform Saddal Exclusive Jewelry at its first request where the products, of which Saddal Exclusive Jewelry is the owner, are located. Furthermore, the buyer will promptly notify Saddal Exclusive Jewelry in writing when the products are (threatened to be) seized or otherwise claimed.
The buyer will cooperate with all measures that Saddal Exclusive Jewelry wishes to take to protect its ownership rights regarding the delivered products.
In the event of seizure, (provisional) suspension of payment, or bankruptcy, the buyer will immediately inform the seizing bailiff, the administrator, or the trustee of the (ownership) rights of Saddal Exclusive Jewelry. The buyer ensures and guarantees that a seizure of the products is lifted without delay.
As soon as the buyer fails to fulfill one or more of its obligations towards Saddal Exclusive Jewelry, all claims against the buyer become immediately and fully due, and Saddal Exclusive Jewelry is entitled, without any notice of default or judicial intervention, to enforce the rights arising from its retention of title. This is without prejudice to the suspension rights of Saddal Exclusive Jewelry in accordance with article 12 and without prejudice to its right to full compensation and interest and costs as referred to in article 6.
Article 11. Trademarks / intellectual property rights / advertising material
The provisions of this article apply unless expressly agreed otherwise in writing by the Parties, through a signed deed by the Parties to that effect.
All possible rights of intellectual and industrial property on the services, products, and/or other materials developed or made available under the agreement, such as designs, documentation, formats, reports, quotes, as well as preparatory material thereof, rest solely with Saddal Exclusive Jewelry, its licensors, or its suppliers, and the buyer acknowledges this as well.
The agreement therefore does not pertain in any way to the transfer of any intellectual and/or industrial property rights of the services and/or products of Saddal Exclusive Jewelry to the buyer. The buyer obtains, as far as necessary for the delivery of the services, solely the usage rights regarding the services actually used by the buyer.
As far as Saddal Exclusive Jewelry develops services under the agreement that are not used by the buyer, these services remain outside the usage rights, unless the Parties agree otherwise in writing. Any other or further rights of the buyer to reproduce or disclose these services or materials are excluded. A right of the buyer to use in accordance with what is specified in the Agreement is non-exclusive, non-transferable, and not (sub)licensable to third parties.
As far as licenses from third parties have been obtained for the services, the license terms of these third parties apply. The license terms of Saddal Exclusive Jewelry will be adjusted accordingly regarding the rights of these third parties.
Unless otherwise agreed, the execution of research into the existence of intellectual or industrial property rights of third parties is not part of the Agreement. The same applies to any research into the possibility of such forms of protection for the buyer.
Unless the services do not lend themselves to it, Saddal Exclusive Jewelry is at all times entitled to have its name mentioned on or near the services and/or products or to have it removed, and the buyer is not allowed to publicly disclose or reproduce the services without mentioning the name of Saddal Exclusive Jewelry without prior consent.
Saddal Exclusive Jewelry may at any time oppose any distortion, mutilation, or other impairment of its works that could harm the honor or name of Saddal Exclusive Jewelry or its value in this capacity.
Unless otherwise agreed, the drawings, illustrations, prototypes, models, molds, designs, design sketches, formats, films, and other materials or (possibly electronic) files created by Saddal Exclusive Jewelry in the context of the agreement remain the property of Saddal Exclusive Jewelry, regardless of whether they have been made available to the buyer or to third parties.
The buyer obtains the license rights as explicitly stated in the agreement. All unnamed license rights remain at all times with Saddal Exclusive Jewelry. The license rights are further assessed restrictively by the Parties, with the interpretation of these rights always being in favor of Saddal Exclusive Jewelry.
Notwithstanding the provisions in paragraph 10, the buyer is also prohibited from reproducing and/or duplicating a product and/or service, in whole or in part, in its original or modified form or in any way whatsoever, unless the parties expressly agree otherwise in writing.
From the moment the buyer fails to meet its payment obligations under the agreement (in whole or in part) or is otherwise in default, the buyer is no longer allowed to use the services provided and any license granted to the buyer under the agreement will expire, unless the buyer's shortcoming is of minor significance in light of the entire agreement.
Saddal Exclusive Jewelry has the unlimited freedom to use the services for its own publicity or promotion, in any form, taking into account the interests of the buyer.
14.Saddal Exclusive Jewelry declares that to the best of its knowledge, the products and services do not infringe on the intellectual property rights of third parties applicable in the Netherlands. In the event of claims from third parties regarding an infringement of such rights, Saddal Exclusive Jewelry may, if necessary, replace or modify the relevant product or service, or fully or partially dissolve the agreement.
15.The buyer agrees to use any (trade) mark, trade name, or trade sign used by Saddal Exclusive Jewelry or any fictitious name or word combinations, of which the intended marks or trade names are part and to which Saddal Exclusive Jewelry is entitled, solely for transactions related to the products supplied by Saddal Exclusive Jewelry.
16.The buyer is not permitted to remove, add to, or modify any brand, trademark, letters, numbers, and/or designations that have been applied by Saddal Exclusive Jewelry to the product and on the packaging; unless the Parties have expressly agreed otherwise.
Article 12. Suspension / dissolution / termination
If the buyer fails to fulfill any obligation arising from any agreement or from these Terms and Conditions, whether not at all, not properly, or not timely, the buyer is in default without notice of default, all claims of Saddal Exclusive Jewelry against the buyer shall be immediately and fully due, and Saddal Exclusive Jewelry is entitled to suspend the performance of any agreement with the buyer until the fulfillment by the buyer is deemed sufficiently secured by Saddal Exclusive Jewelry or to fully or partially dissolve any agreement(s) with the buyer, without any obligation for compensation or otherwise to the buyer.
In the event of bankruptcy, impending bankruptcy, (provisional) suspension of payments, substantial changes in the buyer's business structure (such as company takeover or reorganization), or the buyer being placed under guardianship or the cessation and/or liquidation of the buyer's business, all obligations of the buyer towards Saddal Exclusive Jewelry shall become immediately and fully due, and Saddal Exclusive Jewelry shall be entitled, at its discretion, without any obligation for compensation or otherwise and without prejudice to any further rights accruing to Saddal Exclusive Jewelry, to suspend the performance of any agreement and/or to fully or partially dissolve any agreement.
If the relationship / the agreement(s) between the buyer and Saddal Exclusive Jewelry is terminated, in any manner and for any reason, all claims of Saddal Exclusive Jewelry against the buyer shall be immediately due and payable, and the buyer must promptly pay all outstanding claims to Saddal Exclusive Jewelry, for which they will be held liable in case of default.
Article 13. Force majeure
In the event of strikes, stagnation, fire, loss of products in transit, water damage, government measures, riots, delays in shipping abroad, delays in supply, export bans, war, mobilization, transport obstructions, export obstructions, import obstructions, and all (other) cases of force majeure, Saddal Exclusive Jewelry may either extend the delivery time by the duration of the obstruction, cancel the sale, insofar as it is affected by the obstruction, or conclude another agreement with the buyer.
If an obstruction occurs, Saddal Exclusive Jewelry will inform the buyer in writing within 10 days which possibility applies.
In the event of force majeure, the buyer has no right to any (damage) compensation or other compensation, even if Saddal Exclusive Jewelry may have gained some advantage as a result of force majeure.
Article 14. Liability and indemnification of Saddal Exclusive Jewelry
Saddal Exclusive Jewelry is solely liable for damage to the products, as specified in this article.
Orders must be provided by the buyer as accurately as possible and in writing. For misunderstandings, distortions, delays, or improper transmission of orders, regardless of the reason for this, and communications in the traffic between Saddal Exclusive Jewelry and the buyer, or between Saddal Exclusive Jewelry and third parties, insofar as they relate to the relationship between Saddal Exclusive Jewelry and the buyer, Saddal Exclusive Jewelry is not liable, unless and to the extent that there is intent or gross negligence on the part of Saddal Exclusive Jewelry.
Notwithstanding the other provisions in the Terms, in any case, the total contractual and statutory liability of Saddal Exclusive Jewelry is at all times limited to compensation for direct damage up to a maximum of the amount of the price agreed for that contract (excluding VAT), provided that if Saddal Exclusive Jewelry is liable under the provisions of this article and has insured itself against this damage in a usual manner, any liability will at all times be limited to the amount that would be paid out under this insurance in a given case, to the extent that this would lead to a lower compensation from Saddal Exclusive Jewelry. It is also stipulated that this amount can never be cumulatively claimed in addition to any obligation to reverse in the event of dissolution. In that case, only the amount of the obligation to reverse applies to the buyer. All of this is expressly without prejudice to the provisions in article XX.
Liability of Saddal Exclusive Jewelry for indirect damage, including consequential damage, lost profits, lost turnover, environmental damage, immaterial damage, missed savings, and damage due to business stagnation, is excluded.
Saddal Exclusive Jewelry reserves all legal and contractual defenses that it can invoke to ward off its own liability towards the buyer, also for the benefit of its suppliers, subordinates, and non-subordinates for whose actions it will be liable under the law.
A condition for the emergence of any right to compensation is that the buyer reports the damage in writing to Saddal Exclusive Jewelry as soon as possible after its occurrence, but no later than within 7 calendar days pursuant to Article 7.
Article 15. Changes and Deviations from the Terms
Deviations from these Terms are only valid if confirmed in writing by Saddal Exclusive Jewelry.
In the event of a conflict between the agreement and the Terms, the agreement shall always prevail, unless expressly stated otherwise in the agreement.
In the event of one or more provisions of these Terms being deviated from, the remaining provisions shall remain in full force.
When deviations from these Terms are expressly or tacitly permitted by Saddal Exclusive Jewelry for a shorter or longer period of time, this does not affect Saddal Exclusive Jewelry's right to demand direct and strict compliance with the Terms in the future. Even if Saddal Exclusive Jewelry has not fully exercised one or more of its rights under these Terms for a period, the buyer cannot derive any rights from this for the future.
Article 16. Applicable Law and Disputes
These Terms, as well as the agreement, are exclusively governed by Dutch law.
All disputes arising between the parties under or in connection with an agreement falling under these Terms shall initially be adjudicated by the competent court in the Netherlands.
The applicability of the Vienna Sales Convention 1980 (CISG) is excluded.
Article 17. Authentic Language
In the event of a conflict between the Dutch text of these Terms and a translation thereof, only the Dutch text shall apply.
