Terms of service

Article 1. Definitions
In these general terms and conditions, the following terms are understood as:
• F.G.H.S.: The Association of Manufacturers and Wholesalers in Sports Equipment (F.G.H.S.), headquartered in Utrecht.
• Seller: World of Alps B.V.
• Buyer: The natural or legal person who is a party to an agreement or other legal relationship with the Seller or to whom the Seller has made an offer or quotation.
• Working Days: All calendar days except Saturdays, Sundays, January 1st, Easter Monday, Ascension Day, Pentecost Monday, Christmas Day and Boxing Day, and any other days declared national holidays by the Government, and the day when the birthday of H.M. the King is officially celebrated.
• Days: All calendar days.
• Written: Including electronic/digital (email) communications.
• Intellectual Property Rights: All intellectual property rights and related rights, such as copyrights, trademark rights, patent rights, design rights, trade name rights, database rights, and neighbouring rights, as well as rights to know-how.

Article 2. Applicability and Validity
2.1 These General Terms and Conditions exclusively apply to all offers and quotations from the Seller to the Buyer and to all agreements between the Seller and the Buyer—of any nature—and all (other) legal actions, legal relationships, and agreements that may arise from or are connected to them. The applicability of the Buyer's general terms and conditions is explicitly excluded and rejected.
2.2 The Seller reserves the right to amend and/or supplement these General Terms and Conditions at any time. In the event of a material change, the Seller will notify the Buyer in writing at least one month before the change or supplement takes effect. Unless the Buyer objects in writing within two weeks of the notice, the Buyer is deemed to have tacitly accepted the change or supplement. Any purchasing and other conditions of the Buyer only apply if explicitly agreed in writing by the Seller.
2.3 If one or more provisions of these General Terms and Conditions are found to be invalid, the remaining provisions will continue to apply.

Article 3. Formation of Agreements
3.1 All offers, quotations, price lists, and other such documents from the Seller are without obligation unless explicitly stated otherwise in writing by the Seller.
3.2 A (purchase) agreement is concluded when the Buyer places an order with the Seller, and the Seller accepts the order. Orders can be placed in any form. Acceptance occurs through written or electronic (email) confirmation of the order by an authorized person on behalf of the Seller or by delivery of the goods specified in the order.
3.3 The Buyer guarantees that the person placing the order on behalf of the Buyer is authorized to enter into the agreement with the Seller.
3.4 Cancellation of an agreement is only possible if the Seller consents in writing, and the goods have not yet been delivered. The Seller may impose conditions on the cancellation.
3.5 Changes and additions to agreements are only valid if agreed upon in writing between the Seller and the Buyer.
3.6 The Seller is only obligated to deliver goods after accepting an order as outlined in Article 3.2.

Article 4. Materials and Data Provided by the Seller
4.1 Designs, work and detail drawings, models, software, photographs, samples, designs, logos, specified dimensions, quantities, patterns, colors, materials, technical specifications, and other data provided by the Seller are considered to be approximate descriptions of the goods. The Seller does not guarantee their accuracy or completeness.
4.2 The Seller is not liable for the use of these materials and data by the Buyer unless otherwise agreed in writing.
4.3 The materials and data referred to in this article remain the property of the Seller. Upon the Seller's first request, the Buyer must return these materials and data at their own expense.
4.4 All Intellectual Property Rights on these materials and data remain with the Seller and/or its licensors.
4.5 The Buyer may only use these materials and data as part of the agreement's execution. No third parties may be granted access to these materials without the Seller’s prior written consent.

Article 5. Data Provided by the Buyer
5.1 The Seller assumes that all design drawings, work and detail drawings, software, models, photographs, samples, designs, logos, specified dimensions, quantities, patterns, colors, materials, technical specifications, and other data provided by the Buyer are accurate, complete, and adequate, without any obligation for the Seller to perform further investigation.
5.2 The Buyer indemnifies the Seller against any damage and costs arising from third-party claims, in or out of court, asserting that the use of the materials and data referred to in this article violates an intellectual property right or any other right of those third parties.

Article 6. Delivery and Risk
6.1 The goods will be delivered by the Seller to or dispatched for delivery to the agreed location(s) in the manner specified in the order or as subsequently agreed in writing.
6.2 Unless expressly agreed otherwise in writing, transport is at the expense and risk of the Buyer.
6.3 The Buyer is obligated to accept the goods at the agreed location(s) upon the first presentation when the Seller delivers or arranges delivery or when the goods are made available to the Buyer according to the agreement. Any failure by the Buyer to accept the goods will result in damages and costs being charged to the Buyer.
6.4 The Seller will make every effort to properly and adequately package the goods.

Article 7. Delivery Times / Delivery on Call
7.1 The Seller will endeavor to deliver the goods at the time(s) or immediately after the expiration of the delivery period(s) specified in the order. If a delivery period has been agreed upon, it will commence on the date the Seller has accepted the order in writing. The Seller reserves the right, without being liable for any damages, to deliver the goods up to 20 working days after the expiration of the delivery period.
7.2 If the ordered goods are available for the Buyer but are not accepted, the Seller is entitled to either:
• Deliver the goods through written notification to the Buyer, after which the goods will be stored by the Seller or the transporter at the Buyer’s expense and risk, including the risk of quality deterioration;
• Terminate the agreement partially or entirely as specified in Article 10 and sell the goods to third parties, with the Buyer being liable for all damages suffered by the Seller as a result.
7.3 If a third party objects to the delivery by the Seller and this objection is attributable to the Buyer, the Seller is entitled to suspend or terminate the delivery and claim compensation for the incurred costs and damages without any obligation to compensate the Buyer.
7.4 If no payment terms are set for delivery on call, the Seller is entitled to full payment of the total order amount three months after the order is placed.
7.5 For delivery on call, the Buyer is obligated to call for the entire quantity ordered within 3 months of the order date. Any goods not called within this period will be stored by the Seller or the transporter for a maximum period specified by the Seller, at the Buyer’s expense and risk, including the risk of quality and value deterioration. After this storage period, the Seller is entitled to dissolve the agreement with the Buyer in whole or in part as provided in Article 10 and sell the goods to third parties. The Buyer will be liable for any damages incurred by the Seller as a result.

Article 8. Prices, Invoicing, and Payment
8.1 All prices offered by the Seller to the Buyer are net prices, excluding VAT, insurance, and transport costs unless expressly stated otherwise. The Seller reserves the right to adjust prices before the conclusion of the agreement as per Article 3.2.
8.2 After the agreement is concluded, the Seller is entitled to adjust prices due to factors such as: i) increases in taxes, duties, or governmental levies; ii) fluctuating exchange rates; iii) increases in wages, transport costs, and/or purchase prices. In such cases, the Buyer is entitled to terminate the agreement within 14 days of receiving written notice of the price adjustment without the Seller being liable for damages.
8.3 The Seller is entitled to charge an administrative fee if the invoice amount is less than €250, excluding VAT.
8.4 The Seller is entitled to invoice before delivery and request full or partial payment. Payment must be made within 30 days of the invoice date unless otherwise indicated on the invoice. Payment may be required for partial deliveries. The Seller reserves the right to suspend delivery until a prepayment is made.
8.5 The Buyer will be in default without further notice if payment is not made within the agreed term or 30 days from the invoice date. In this case:
• The Buyer will owe interest on the outstanding amount from the due date at the statutory commercial interest rate as per Article 6:119a of the Dutch Civil Code;
• All costs incurred by the Seller, including legal fees, collection agency costs, and judicial costs, are at the Buyer’s expense.

Article 9. Retention of Title and Other Securities
9.1 Notwithstanding the provisions of these conditions, all goods delivered by the Seller remain the Seller’s property until all claims by the Seller against the Buyer, under any agreement, including interest and costs, have been fully settled. The Buyer is not entitled to pledge the goods or transfer ownership before full payment, except for the normal course of business. In the event of any violation, the Seller has the right to retrieve the goods without the Buyer’s or court’s authorization.
9.2 The Buyer is obligated to store the goods delivered under retention of title with due care and as clearly distinguishable property of the Seller. The Buyer must insure the goods against fire, water, explosion damage, and theft for the duration of the retention of title and provide the Seller with the insurance policies upon request.
9.3 In case the Seller exercises its rights under clause 1, the Buyer grants the Seller or a designated third party the unconditional and irrevocable right to access all locations where the Seller’s goods are or may be stored and retrieve them. Any costs associated with this will be borne by the Buyer.
9.4 If the Buyer’s financial position or payment behavior gives the Seller reason to do so, the Seller may demand security in a form specified by the Seller or require an advance payment. If the Buyer fails to provide the required security, the Seller is entitled to suspend further performance or terminate the agreement without being liable for any damages, and all amounts owed by the Buyer become immediately due.

Article 10. Termination and Suspension
10.1 Termination of the agreement can only occur in writing. Termination due to an attributable failure in performance for exceeding a critical deadline is possible immediately after that deadline. In all other cases where default has not yet occurred, termination is only permissible after a detailed written notice of default that sets a reasonable period for performance.
10.2 In the event of suspension of payment, bankruptcy application, or cessation of the business of the Buyer or Seller, or in the event that the Seller or Buyer obtains reliable information suggesting they will likely be unable to meet their obligations, the other party has the right to immediately terminate the agreement by registered letter.
10.3 Upon termination, any performance already delivered by the Seller will not be undone unless the Buyer proves that the Seller was in default regarding the substantial part of the performance. Any amounts invoiced by the Seller in relation to properly delivered or performed services before termination remain payable, becoming immediately due and payable upon termination.
10.4 This termination may also apply to previously delivered goods under the same agreement, particularly if they were meant to be delivered as a set. The Buyer may return these goods to the Seller at the Buyer’s risk and expense, and claim any payments made for those goods.
10.5 If the Buyer fails to meet any obligation under any agreement with the Seller, the Seller is entitled to suspend all agreements between them without judicial intervention, without prejudice to any of the Seller’s other legal rights.

Article 11. Complaints
11.1 The Buyer must comply with the regulations for storing and handling delivered goods. The Buyer must inspect the goods upon delivery or within 3 working days afterward.
11.2 Complaints about deliveries must be submitted in writing directly to the Seller within 5 working days of delivery; otherwise, the right to complain lapses, and the delivery will be deemed accepted. This does not apply if the Buyer proves that the defect existed at the time of delivery, was not reasonably detectable during the initial inspection, and only became apparent within 3 working days after delivery. Complaints must be submitted with precise details of the nature and grounds for the claims, including dated photos showing the defects, along with the packing slip and, if known, the invoice number. Filing a complaint suspends the Buyer’s payment obligations for the disputed goods. The defective goods must be returned to the Seller, properly packaged, within 10 working days upon the Seller’s request.
11.3 If the complaint is justified, the Seller will, at its discretion, repair the defective goods or replace them with goods conforming to the order, provided the repair or replacement takes place within a reasonable time after the complaint's validity is established. The Buyer has no right to compensation in such cases.
11.4 The Seller reserves the right to consider any depreciation of the goods when determining the consequences of a justified complaint. This does not apply if the Buyer proves that the depreciation is entirely attributable to the Seller.
11.5 Returns related to complaints that are not accompanied by the information mentioned in the second sentence of section 2 are not allowed. If the Buyer nonetheless returns goods without following these instructions or returns unjustified goods, these will be held at the Buyer’s expense and risk, without this implying any acknowledgment of the validity of the warranty claim. The costs of unjustified returns will be borne by the Buyer.

Article 12. Warranty and Liability
12.1 Statements by or on behalf of the Seller concerning the quality, composition, application possibilities, properties, and treatment of delivered goods are indicative and only constitute a warranty if explicitly confirmed by the Seller in writing as a warranty.
12.2 If the Buyer makes repairs or alterations to the delivered goods without the Seller’s prior consent during the warranty period, the warranty obligation expires immediately.
12.3 The Seller is not liable for any damage resulting from a shortcoming, unlawful act, or any other action by the Seller unless caused by willful misconduct or deliberate recklessness on the part of the Seller personally or senior executives within the Seller’s management.
12.4 If, contrary to the provisions of section 12.3, any liability does rest with the Seller, this liability is limited to compensation for the Buyer’s direct damage up to the invoice amount for the relevant (partial) agreement or order. Under no circumstances will the total liability for direct damage exceed €50,000.
12.5 Direct damage is exclusively understood as:
a) Reasonable costs incurred by the Buyer to make the Seller’s performance conform to the agreement, excluding compensation for substitution performance if the agreement is dissolved by or at the Buyer’s request;
b) Reasonable costs incurred to determine the cause and extent of the damage, insofar as this relates to direct damage as defined in this agreement;
c) Reasonable costs incurred to prevent or limit damage, provided the Buyer demonstrates that these costs have led to the limitation of direct damage as defined in this agreement.
12.6 Except in cases of willful misconduct or deliberate recklessness, the Seller’s liability for consequential damage is excluded. This includes, but is not limited to, loss of profit and business interruption. The provisions of section 12.4 apply correspondingly.
12.7 Any claim for damages against the Seller lapses by the mere passage of six months after the Buyer became or should have become aware of the damage or claim. The term "became aware" refers to when the Buyer knew or should have known that damage occurred.

Article 13. Force Majeure
13.1 Neither party is obligated to fulfill any obligation if prevented from doing so due to force majeure.
13.2 Force majeure includes any circumstance beyond the control of the Seller or Buyer that makes normal execution of the agreement impossible, including but not limited to: ice, extreme weather, terrorist attacks, floods, legal restrictions, supplier or auxiliary personnel failures, strikes, government interventions (including pandemic-related measures like lockdowns), transportation blockages, machinery breakdowns, energy supply failures, import restrictions, fires, and other circumstances beyond the control of either party.
13.3 The party affected by force majeure must immediately notify the other party in writing.
13.4 In the case of force majeure, no compensation can be claimed by the other party.
13.5 If a case of force majeure causes a delay beyond an agreed-upon date or period, including an additional delivery period of 20 working days, the other party has the right to terminate the agreement in writing, without either party being liable for damages.

Article 14. Return of Non-Defective Goods
14.1 Non-defective goods may only be returned to the Seller after explicit written permission and in accordance with the Seller’s return instructions.
14.2 Unless instructed otherwise by the Seller, returns of non-defective goods must be sent prepaid, accompanied by a written explanation. This explanation must include the date the Buyer purchased the goods from the Seller, as well as the date and number of the relevant Seller invoice.
14.3 Credit for returned goods will only be issued if the goods are deemed fit for resale, as judged by the Seller.
14.4 Credit will only be granted if the returned goods are in original, undamaged packaging and free of price and other labels or stickers.
14.5 Upon return after delivery, the Seller may credit the net invoice amount partially, depending on the goods' marketability and type, as determined by the Seller.
14.6 The Buyer remains liable for any balance due after crediting unless explicitly agreed otherwise in writing between the parties.

Article 15. Disputes and Applicable Law
15.1 All disputes relating to an agreement or its execution between the Buyer and Seller, which cannot be resolved amicably, will be submitted to the competent court in the district where the Seller is located. The Seller also reserves the right to submit the dispute to the competent court in the district where the Buyer is located.
15.2 All agreements and other legal relationships between the Buyer and Seller are governed by Dutch law.