Trading Conditions

Article 1: General
1. These trading conditions are applicable to all supplies made by KULU TRADING, hereinafter called "seller", to its clients, hereinafter called "buyer".
2. Any special provisions deviating from seller's conditions of sale shall only be binding if they have been accepted in writing by seller.
3. A general reference made by buyer to his conditions will not be accepted by seller, unless otherwise agreed explicitly and it writing.

Article 2: Quotations
1. All quotations submitted by seller are free of obligation, unless stated otherwise explicitly and in writing.
2. Any particulars concerning products to be supplied, such as properties, dimensions, product compositions etc., as well as particulars such as colours in printed matter, catalogues, illustrations ect. Included by seller in his quotations are indicative only and not binding on seller, and are provided in good faith.

Article 3: Agreement
1. An agreement shall only become binding on seller by his acceptance of such agreement.
2. An agreement entered into by a representative of seller shall only become binding by seller's acceptance of such agreement.
3. Seller reserves the right to notify buyer in writing within eight days that an order placed under an agreement as referred to in section 2 cannot be executed, or cannot be executed without modification, due to circumstances of which the representative could not in reason have been aware, in which case the agreement shall be considered annulled, unless the parties find a way to maintain the agreement.
4. Any alterations concluded and/or seller will only execute additions proposed by buyer after the agreement has been entered into after his express acceptance thereof.
5. Any agreement concluded with the seller contains the resolutory condition that the seller shall in his own exclusive judgement be satisfied of buyer's solvency.

Article 4: Prices
1. Unless otherwise agreed in writing, the selling price comprises the price of the products in Euro excluding VAT, whilst for supplies involving a total invoice amount of more than €. 150. - excluding VAT it is based on delivery free buyer's domicile only in the Netherlands . If the cost of carriage exceeds 5% of the total invoice amount excluding VAT, the excess shall be charged to buyer. For supplies whose invoice value is less than €. 250, - excluding Vat, forwarding and handling costs may be charged to buyer. Prices of products intended for export are based on delivery ex seller's business premises unless otherwise agreed.
2. Agreements are always concluded on the basis of the prices prevailing at the time of conclusion.
3. Agreed prices shall be binding, unless within three months following upon conclusion of the agreement it proves necessary to increase them through circumstances beyond seller's control, such as an increase in taxes and/or excise duties, an, an increase in the charges for product transport to the place of destination imposed by the importer/manufacturer, an official increase the product prices charged by importers or manufacturers, a change in the currency exchange value etc., as far as such an increase and/or change could not reasonably be foreseen by seller. Any resulting price adjustment made known by seller to buyer shall be binding on both parties, provided seller duly motivates such adjustment. Price adjustments ensuing from measures imposed by the authorities, such as an increase in VAT, shall always be passed on to buyer.
4. Any costs resulting from additions to and/or changes in the agreement shall be chargeable to buyer. Such additions and/or changes shall be subject to the provisions formulated in sections 1 through 3 of the present Article.

Article 5: Delivery
1. Delivery lead times are stated by approximation. These lead times are established on the presumption that there will be no obstacles in the way of timely product delivery. For a minor or, considering the circumstances, reasonable excess of the stated delivery lead time seller does not accept any accountability. Seller can only be held liable for the late delivery through a formal notice default served upon him by registered mail.
2. Unless otherwise agreed, product deliveries within the Netherlands are made free buyer's domicile, with due consideration of the stipulations formulated in Article 4, section 1. The mode of despatch shall be determined by seller. Deleveries of products intended for export are made ex seller's business premises, unless otherwise agreed.
3. If buyer does not take delivery of the products at the agreed delivery time, these products shall be kept available to him at his expense and risk. In such cases seller may charge buyer with storage costs at the rate normally paid by seller.
4. Seller always reserves the right to deliver the products in partial consignments

Article 6: Transfer of risk
1. The risk attaching to the products is transferred to buyer on delivery.

Article 7: Claims
1. On delivery any products found missing and/or any visible damage inflicted on the products during transport to the agreed place of destination shall be recorded by or on behalf of buyer on the relevant transport document in the presence of the person who has delivered the products. Of this document specifying the missing products and/or the damage sustained, buyer shall send a copy to seller forthwith.
2. Other claims shall only be taken into consideration if and as far as seller has received notice thereof in writing within 8 days following upon delivery of the products purchased and guaranteed, and provided seller has been give the opportunity to verify the claim.
3. Claims concerning invoices shall likewise be submitted in writing within 8 days following upon the date of despatch mentioned on such invoices.
4. On expiry of this 8-day period buyer shall be deemed to have approved the products or the invoices, and claims relating thereto shall not be taken into consideration by seller.
5. To products supplied by third parties the claim periods agreed between these parties and seller shall be applicable.
6. Claims regarding slight variations in product quality, colour, dimension and make-up, which variations are usual for certain products, will not be accepted by seller.
7. With respect to claims accepted by seller, seller's liability shall not extend beyond either replacing the products involved or crediting the amount charged for these products, at seller's discretion.
8. With respect to claims, each partial consignment shall be regarded as an individual consignment.

Article 8: Products returned
1. Products delivered can only be returned carriage paid, at buyer's risk, with seller's written consent.
2. If seller gives buyer his written consent to return products, this does not imply that the acknowledge the validity of any claim made respecting these products.
3. Products shall be returned carriage paid to seller's address within five workdays following upon receipt of seller's written consent. Buyer shall ensure careful packaging and transport of the products concerned.

Article 9: Payment
1. Unless otherwise agreed in writing, payment shall be made cash on delivery of the products, without deduction of any discount. If payment on account has been agreed, this shall be made within 30 days following upon the date of invoice.
2. Even if a different mode of payment has been agreed upon, seller reserves the right at all times to send products against cash on delivery after notifying buyer thereof.
3. If buyer exceeds any term of payment stipulated in the conditions or agreed upon separately, he will be charged without prior notice of default with an interest for overdue payment amounting to 1,5 % a month from the first day he is in default, this interest being payable over and above the amount owing by him, and on the understanding art of month shall count as a whole month.
4. The amount owed by buyer shall be recoverable at once and without prior notice of default if buyer is declared bankrupt, or has filed a petition for an official moratorium, or has been placed under legal restraint, or has deceased, or if any of his assets has been impounded, or if buyer's business is liquidated or alienated, or if buyer fails to fulfil any of his obligations towards seller.
5. Seller reserves the right to invoices orders executed in parts on the basis of each partial delivery.

Article 10: Liability and guarantee
1. Without prejudice to the other provisions contained in these conditions, and without prejudice to obligatory legal liability provisions, seller's maximum liability with respect to the supply of products is limited to the sum for which seller is insured.
2. Seller's liability for products supplied to buyer does not extend beyond the liability that attaches to seller's supplier in respect of these products.
3. Seller disclaims any liability for damage resulting from the inexpert use, or the use in contravention of the relevant instructions, of products supplied by seller, save in the event of gross negligence and wilfulness of seller.
4. This agreement is concluded subject to shortcomings in compliance for which seller cannot be held accountable. Seller is not liable for any shortcoming in compliance if in accordance with the law, legal practice, or the views prevailing in society he cannot be held accountable for such shortcoming. In any case seller cannot be held accountable for a shortcoming in compliance in situations involving force majeure, such as fire on the premises or in the place where seller's products are stored, (civil) war in the Netherlands or elsewhere, riots, epidemics, traffic disturbance, labour strikes, naval disasters of any nature, lockouts, loss or damage during transports, and other similar situations which are beyond seller's control and which cause delay in delivery. In all such cases delivery will be postponed automatically by a reasonable period of time. In situations where compliance with agreement has become impossible through any event coming under this section, seller shall be entitled to regard the agreement as annulled.
5. If a shortcoming for which seller cannot be held accountable occurs when part of agreement has already been executed, seller shall be entitled to demand payment of the part already executed.
6. The guarantee covering products supplied by seller does not extend beyond the guarantee given to seller and observed towards seller by the relevant manufacturer or supplier.

Article 11: Reservation of ownership
1. As additional security for payment of the selling price, seller reserves the ownership of all products supplied by him, until the amount owed to him for these products has been paid full, including interest and charges if any. The transfer of products purchased but not yet paid for shall be regarded as a gratuitous loan.
2. Seller shall be entitled to reclaim and take possession of the products delivered, if buyer fails to fulfil his obligations, if buyer's business is liquidated, if he has filed a petition for an official moratorium or has obtained such moratorium, if proceedings in bankruptcy have been instituted against him, or if his assets have been impounded.
3. With regard to the products sold a d delivered, buyer is prohibited from performing any act of disposition not falling within his entitlement to sell the products in the course of his normal business operations, as long as he has not made full payment of these products.
4. If seller wishes to exercise his ownership rights, buyer undertakes to return on demand the products coming under seller's reservation of ownership, and to lend seller the necessary cooperation in recovering these products, such as providing access to the site where the products are located.

Article 12: Annulment
1. If buyer fails to fulfil any of his obligations under the agreement, he shall be in default without any notice of default having to be served up him. Regardless of the relevant provisions in the Civil Code, seller shall in that case be entitled to suspend the agreement annulled in whole or in part without judicial interposition.
2. The stipulation made in section 1 above shall also be applicable if buyer is declared bankrupt, or is placed under legal restraint, or has shut down his business.
3. Buyer is under the particular obligation to make good any costs and losses incurred by seller through premature termination of the agreement. In that case any resultant claim of seller against buyer shall be due and payable immediately.

Article 13: Disputes
1. Any and all disputes that have arisen between buyer and seller or between seller and a third party which carries out of orders for seller in behalf of a buyer respecting the supply of products or the performance of services, including disputes with regard to the interpretation of these conditions, shall be settled in accordance with Dutch law by the competent (District) Court in whose area of jurisdiction seller has statutory place of business.
2. With regard to disputes concerning any translations of these conditions, the Dutch original shall be binding.

Article 14: Judicial and other expenses
All expenses incurred by seller in exercising his rights under the sales agreement and agreements relating thereto, whether judicial or extra-judicial, shall be payable by buyer. The expenses to be charged by seller in recovering debts which buyer has failed to pay on time shall be at least 15 % of the invoice amount, with a minimum of €. 150. -.