Terms and Conditions
The following definitions are being used in these Terms and Conditions:
User: O-Products B.V.
Customer: Any natural or legal person who has entered, or will enter, into an agreement with User.
Agreement: any agreement by which User supplies goods and/or rights, including usage rights, and/or services to Customer
2.1 These Terms and Conditions apply to all offers of User and to any legal relationship between User and Customer, including the legal relationships arising from the User's website:
2.2 This version of the Terms and Conditions supersedes previous versions of the Terms and Conditions.
2.3 The terms and conditions used by Customer do not apply.
2.4 User is entitled to change these Terms and Conditions unilaterally. Any changes will come into force one month after publication or on such date as specified by written notice, or by a notice on User's website. If Customer does not wish to accept changes to the Terms and Conditions, he has the right to terminate the Agreement by registered letter until the date of the entry into force of such changes, per the date on which the amended terms come into force. After the date of entry into force, Customer is deemed to have accepted the changes implicitly.
3. Offers and prices
3.1 All offers made by User are unbinding until acceptance thereof. User is at any time entitled to withdraw or cancel offers.
3.2 Each description of the goods is meant as an indication and the goods do never have to comply completely to the description. In the case where no picture is displayed on the website, an image of the goods may be requested before ordering.
3.3. Changes and additions to any provision in a concluded agreement can only be agreed in writing. When a change and/or supplement as meant in this paragraph is agreed upon, that change or addition will apply only to the agreement in question, unless expressly stated otherwise.
3.4 All prices are in euros and excluding sales tax and other charges imposed by government. There is a minimum amount of 150 euros per order.
3.5 If prices, wages, freight rates, insurance premiums, taxes, exchange rates and/or factors that determine the price increase later than three months after the agreement was concluded, prices may be augmented by these increases. If User wishes to increase the price within three months after the agreement was concluded, he will notify Customer who has than the right to cancel the agreement if he wishes so.
3.6 Each order of a customer who so far has been unknown to User is always accepted on the condition that the information obtained on this new customer is sufficient to demonstrate his creditworthiness.
4. Delivery and transportation
4.1 The place of delivery will be the delivery address as indicated by Customer. Shipping and shipping costs of the goods to the delivery address are for the account of Customer, unless agreed upon otherwise in writing. Shipping and shipping costs are calculated according to country and per package (colli).
4.2 If the transport is not arranged and/or if Customer fails to transport the goods in a timely manner, than the place of delivery shall be the place where the goods were located at the time of sale.
4.3 If mentioned in the contract, a delivery period will only be used as a guideline or as an indication. Customer cannot derive a right from the mentioned delivery period, unless explicitly agreed otherwise in writing.
4.5 The delivery period will be met by User as far as possible, provided that if the delivery period is exceeded by more than three months, Customer is entitled to request termination of the agreement, unless he himself is in default.
4.6 If the delivery period is exceeded, Customer is not entitled to claim any fines and/or damages. In the event that nevertheless a lawful claim arises and is established, because of an unlawful act or serious negligence on the side of User, than compensation is limited to the invoice amount of the goods not delivered within the stipulated delivery period.
4.7 User is at all times entitled to deliver in parts.
4.8 Customer is obliged to check for defects immediately after delivery.
4.9 Customer cannot appeal against the fact that the delivered goods are not delivered according to the agreement if Customer does not notify User hereof in writing within seven (7) days after delivery. If goods do not comply with an agreed specification, User has the right to, by way of derogation from the
foregoing, to replace these goods and make them available for Customer, in so far as, given the circumstances, such would not be unacceptable taking into account standards of reasonableness and fairness.
4.10 If Customer fails to pay an invoice to User, no matter the origin of this invoice, User is entitled to suspend the execution of any order until payment has taken place, to refuse any further delivery and / or to change the payment terms.
4.11 In the case of non-timely acceptance and shipping/removal of the goods by Customer, User will give Customer the opportunity to accept and pick up the goods, and remove them, during 5 (five) working days from the place where User has kept the goods, at the risk and cost of Customer. All resulting costs are for the account of Customer. If Customer does not ship the goods within 5 (five) working days, User has the right, at his choice, to claim either compliance of the agreement, either to have the agreement dismissed without the intervention of the Court, all this without prejudice to the right of User to claim full compensation and damages from Customer.
5.1 At the time of shipment, the goods will travel at the risk and the expense of Customer, unless User will deliver and ship the goods on the condition of "home/border free" (franco), which condition must have been agreed upon in writing. In that case, the risk of the goods is transferred to Customer after User has attempted to deliver the goods to the address indicated by Customer. The method of shipment is determined by User.
5.2 If the goods are transported by Customer, the risk will be on Customer as soon as the goods are out of the control of User.
5.3 The risk is also left to Customer after User has informed Customer that the goods are held by User or third parties and are being held at the disposal of Customer.
5.4 As of delivery, the packaging as supplied by user and all packaging materials are for the risk and the account of Customer.
5.5 Customer cannot claim compensation for damage caused by wrongly opening the package (s).
5.6 User shall never be liable for any attributable shortcomings of the carrier/transporter.
6. VAT and tax/duties
6.1 If the delivery is regarded as a 0% VAT Intra-Community transaction (within the meaning of Article 28c of EU Directive 91/680 of the European Council), Customer shall, if Customer controls the transport, confirm to User in writing –timely before delivery - the VAT number of Customer for each transaction separately, and also that the goods will be transported by or on behalf of Customer to another EU Member State. If, in the above-described case, User has –to his discretion- has sufficient proof that it will be a 0% VAT Intra-Community transaction, he will by consequence bill with 0% VAT, and Customer shall hand over to User, as soon as possible, documents proving that the goods have actually been transported to another EU Member State.
6.2 Customer is liable for VAT, increases and fines to be paid by User if such documents are not received by User in due time. If the VAT number cannot be verified by the Tax Authorities in time, or if the Tax
Authorities find that the VAT number cannot be used, delivery will be considered as a domestic delivery and will be charged accordingly.
6.3 If User organizes the transport, and evidence that the product has left the EU Member State of departure is declared insufficient by the Tax Authorities, Customer will make all efforts to make the evidence sufficient.
6.4 User shall, when deemed to be reasonable in the opinion of User, make an accompanying document (AGD) at the request of Customer for the shipment of the goods to a warehouse indicated by Customer or to a registered or non-registered company. Customer is obliged to inform User, before drawing the accompanying document, in writing of: (i) the name and signature of the authorized person(s) to sign for receipt of the goods and (ii) the relevant VAT number.
6.5 In case of FOB / FCA delivery, Customer is liable for all taxes, charges, increases and fines resulting from violations or irregularities during transportation or shortages upon receipt of the goods by the consignee of the accompanying document.
6.6 In the event of a CIF / CFR delivery, Customer is liable for all taxes, charges and fines resulting from defects in the receipt of the goods by the consignee of the accompanying document. Furthermore, Customer is obliged to send the return copy of the accompanying document, signed by the person concerned, to User.
7.1 Unless otherwise agreed in writing, the payment period is thirty (30) days from the date of invoice.
7.2 User is entitled to invoice any partial delivery.
7.3 In the absence of payment within the payment period, Customer is in default without further written notice.
7.4 After the payment period expires, Customer will owe two percent (2%) interest per month on the outstanding amount.
7.5 After the expiration of the payment period, User is entitled to take extrajudicial collection measures without further written notice or cancellation. User is entitled to recover the costs incurred by those measures on Customer. The extrajudicial costs are set at fifteen percent (15%) of the due sum, interest not included, with a minimum of 250 euros unless these costs are higher.
7.6. After the expiry of the payment period, User is entitled to take legal action without further written notice or cancellation. User is entitled to recover the costs involved with those measures in full, so in derogation from any possible flat-rate fee remuneration scheme, on Customer.
8. Imputation and settlement
8.1 Payments always include, first and foremost, the payment of any due costs, secondly, on the delayed interest rate and, in the last place, to the payment of the most indebted invoices which are the oldest, even if Customer states that the payment relates to a newer invoice.
8.2 Payment compensation of any claim that the Customer may have on User is excluded.
8.3 Customer is never permitted, without prior written consent of User, to transfer/ sell or pledge or put a lien on, any possible claim that Customer may have against User.
In case of any failure (by Customer) to comply with any obligation that Customer has vis-à-vis User, Customer is automatically and legally obliged to pay a fine equal to twenty percent (20%) of the monetary value of said obligation, without delay. Such obligation will be immediately claimable and legally enforceable, without prior written notice nor formal default.
10. Retention of title
10.1 As long as the delivered goods including all additional costs are not fully paid for by Customer, such goods remain the property of User and User will have the right to take the goods back without prior notice. Also, in case User is (i) delivering goods to Customer, financed (loan/credit) by User, or (ii) any other existing claim from User on Customer is still unpaid, such goods remain the property of User until the credit/loan is fully redeemed or the other existing claim(s) is/are fully paid for.
10.2 Regarding User’s retention of title of property, all separate deliveries are considered as a one whole delivery, even though they may arise from different orders, so that the property of the goods remains with User until the time that all relating invoices to the goods delivered by User have been fully paid by Customer.
10.3 As long as the property of the delivered goods is not transferred to Customer, he may not pledge the goods or assign any other right to any third party relating to such goods.
10.4. On delivered goods the property of which has already been transferred to Customer because of due payment, and which goods are still in the control of Customer, User holds a right of pledge as referred to in Article 3: 237 of the Dutch Civil Code as an extra security for claims – other than the ones mentioned in article 3:92, paragraph 2 of the Dutch Civil Code - that User may have against Customer out of any title whatsoever.
10.5 Customer is obliged to keep the goods delivered under title of User’s property with the necessary care and recognizable as belonging to User. Customer is obliged to insure the goods delivered under title of User’s property for, as long as this condition shall endure, against fire, explosion and water damage as well as theft, and to provide User with the policies of these insurances, at first notice. All claims from Customer vis-à-vis the insurer(s) resulting from said insurance(s) will, as soon as User wishes, be pledged by Customer to User, in the manner indicated in Article 3: 239 of the Dutch Civil Code, as an extra security for any claims of User on Customer.
10.6 If Customer fails to comply with his payment obligations, or if User has a good reason to fear that Customer will fail to fulfill those obligations, User is entitled to take back the goods delivered under title of User’s property. Possible partial crediting of Customer will be made against market value, which will in no case exceed the original purchase price less the costs connected to the taking back of the goods.
10.7 Customer is allowed to sell and transfer the goods delivered under title of User’s property, in the context of the normal exercise of his business, to third parties. When sold on credit, Customer is obliged to make the sale under the condition to his customers that the goods are under title of User’s property, as meant in this article. Furthermore, Customer undertakes to not cede or pledge to third parties any
claims he may obtain against his customers, without the prior written consent of User. Customer further undertakes to, as soon as User wishes so, to pledge to User such aforementioned claims in the manner specified in Article 3: 239 of the Dutch Civil Code, as an extra security for the claims - any claims- of User against Customer.
10.8 If User is unable to exercise the right resulting from his title of User’s property, Customer owes User an immediate penalty in the amount of 10% of the principal sum due to him, with a minimum of 250 euros per day, or part thereof, that Customer is in default to comply with its obligations and to put User in the position to exercise his right under title of User’s property, all of the foregoing without prejudice to all other rights of User, stemming from (i) the agreement with Customer, (ii) the law and (iii) these terms and conditions.
11.1 User’s liability is limited to the direct material damage arising from an attributable defect of User, and up to a maximum amount equal to the total amount paid to User by Customer under the agreement.
11.2 User is, in the performance of a contract with Customer, never liable vis-à-vis Customer for indirect or consequential damages suffered by Customer, including, in particular - but not exclusively - loss of profits, loss of revenue, and is therefore not liable for any compensation for this kind of damage.
11.3 Damage for which User may be held liable shall be reported to User in writing as soon as possible, but not later than seven (7) days after the date of its arising. Damage not reported within that period is not eligible for compensation.
11.4 User is never liable, not in the Netherlands or beyond, for injury and/or damages caused by the goods after introduction of the goods by Customer or a third party in the market, even if those goods were originally delivered by User.
11.5 Customer is fully responsible and liable for complying with international law and regulations in exporting or importing of User’s goods to/ from a country other than the Netherlands. User does not accept any liability at all.
11.6 User is in no way responsible for any parallel import by Customer.
11.7 However, if nonetheless it is irrevocably established in Court, or by a statutory agreement, that User is responsible for inaccurate parallel imports/exports, then User’s liability is limited to the amount of the relevant invoice amount.
11.8 User is not responsible for defective goods and/or defective materials, unless liability has been established irrevocably in Court or by a statutory agreement, limited to the amount of the relevant invoice amount.
12. Complaints, exonerations and statutory requirements
12.1. Customer complaints are only accepted if they are notified in writing within eight (8) days after delivery and if the complaints are clearly described. However, in the case that a complaint is related to hidden defects, which can only be detected by consumers, the complaint will only be accepted if
notified in writing to User within eight (8) days after the date of notification of such defect to Customer or the time that the defect could have reasonably been known to Customer.
12.2 User is never liable for the consequences of improper and/or incorrect use of the goods supplied by him, or for the consequences of use of the goods other than, or contrary to, user-recommended advice and instructions. The advice and instructions given by User never waives Customer of his obligations to inspect and approve the delivered goods himself as to their validity for the intended use. In all cases, Customer must prove that the goods delivered by User have been used correctly and properly in accordance with the instructions given by User, and after proper own inspection by Customer.
12.3 Customer indemnifies User for all claims relating to damage compensation(s) for which User is not responsible and liable in the relationship with Customer. Advice, information and service, for example regarding the use of the goods, are given to its best by User, taking into account all research and experiences already gained.
12.4 Goods purchased by User, which show erotic pictures/footage in any way, must fully comply with national and international law and regulations, and social standards; In any case, the producers of such footage -in any form, photos, sheets, videos, DVDs, etc. - must ensure that the pictured persons have given legal written consent and have reached the minimum age of 18 years or older.
12.5 Producers must, at the first request of User, make available the so-called model releases to User; Producers need to verify the accuracy of these model releases checking valid identity papers and, in any event, have copies of these identity papers.
12.6 Should copyright(s) be infringed, or in case models have not given their consent in any way, and/or are under the age of 18, the producer is fully responsible and liable for all damage suffered by User or its customers; In its turn, User shall only obliged to meet a customer's claim(s) in case User has been able to recover compensation for damages from the producer (s) or, failing that, to the maximum of the relevant invoice amount.
13. Product Liability of Manufacturer / Supplier
13.1 Products purchased by User and intended to be used (in the broadest meaning) should at all times comply with national and international law and regulations, in particular with regard to safety and security certifications, and (used) raw materials. The producer is considered to be aware of all certification requirements and all existing prohibitions with regard to harmful (raw) materials for consumers. These requirements include both national and international rules. National, international and EU rules are deemed to be known to the producer.
13.2 If User receives notification(s) of national or international authorities, such as environmental inspections, economic inspections, good inspections, customs officers or other government officials, that the goods contain forbidden materials, or that the paperwork of the goods or the goods themselves fail to comply with applicable regulations, then User has the right to return the ordered goods to the producer for the account of the latter; all damages and costs, including the consequential loss in the broadest meaning, must be reimbursed by the producer or the supplier who has failed to comply with the regulations.
14. Ownership and copyrights, indemnification
14.1 If User designs and manufactures new and original goods, then User owns the copyright and proprietary rights. It is therefore forbidden to imitate any of User's goods, or to use, sell or deliver any of such models, images, and shapes to others.
14.2 Customer indemnifies User for all claims by third parties in respect of the goods delivered by User unless it is established in Court that these claims are a direct consequence of gross negligence by User and that Customer, in addition, has demonstrated that he is not to blame. Customer also indemnifies User for all third party claims for pretended infringements by others, such as copyrights, patents or models and the like.
14.3 If, by virtue of the agreement concluded with Customer, User has sold any rights belonging to him, such as copyrights, world copyrights, or rights of any kind on film, video, slide and other materials, then those rights will remain with User until Customer has fully satisfied his financial obligations under the agreement. If Customer fails to fulfill his financial obligations within 8 days of the notice of default, then User is entitled to dissolve the agreement immediately by means of a written declaration, and the rights that were related to the dissolved agreement, will belong fully again to User. In such case Customer will not be entitled to use these taken-back rights in any manner whatsoever, and he will be obliged upon User’s first request to give back to User all produced copies and the like, or to pay User compensation equal to the height of the selling price of the produced goods.
15.1 Goods delivered according to order will not be taken back by User unless otherwise agreed, in which case a "restocking fee" of 20% will be calculated at all times. Returns are only allowed after prior consultation, while these shipments must always be accompanied by a ‘return advice’, stating the date and number of the invoice with which the goods are invoiced. Returned goods without such return advice are denied. Returns must be done within seven (7) days.
15.2 Returns are at the expense and risk of Customer and at your own risk. If goods are used in whole or in part, they are deemed to have been approved by Customer.
15.3 In the event that packages with visible damage are offered to Customer and these are accepted by customer without notice being made to the carrier, then User cannot be held liable for any damages to the contents of these packages. In these cases, Customer shall hold the carrier liable.
16.1 User is at any time entitled to suspend or dissolve the execution of an agreement if it appears that Customer is negligent to comply with his obligations vis-à-vis User, even though these obligations are stemming from another agreement than the one that is suspended or dissolved.
16.2 User has the right to dissolve the agreement without Court intervention and without prior notice with immediate effect if Customer is declared bankrupt, is in default of payment, has filed bankruptcy or has asked for interim suspension of payments, or wishes to make arrangements with his creditors to avoid the foregoing; also in case of seizure of Customer’s assets, Customer is under judicial administration, debt settlement for natural persons is being applied, or if he otherwise loses the power of disposal over his or her assets or parts thereof.
17. Force majeure
17.1 In the event that User is prevented from delivering because of force majeure, User is at his discretion entitled to either change the agreed delivery terms with the duration of the force majeure, or cancel the agreement in whole or the non-executed parts thereof.
17.2 Force majeure is understood to mean any circumstance that cannot reasonably be fulfilled by User to comply with the agreement, such as war, threat of war, mobilization, riot, state of siege, work strike, accident or staff illness, fire, malfunction, contraction production, lack of raw material or packaging material - use of incorrect raw materials, stagnation in transport, import restrictions or other government provisions, regardless of whether these circumstances occur in the company of User or in any other company that is directly or indirectly involved in connection with the agreement. Force majeure is also understood to mean non-delivery by foreign firms for reasons outside User's sphere of influence.
These Terms and Conditions are governed by the Dutch language. In the event of a conflict between a foreign translation of these Terms and Conditions and the Dutch version, this Dutch version prevails, no regardless whether it is an interpretation conflict or a substantive conflict.
19.1 The legal relationship between User and Customer is governed by Dutch law.
19.2 Disputes arising from legal relationship (s) between User and Customer are submitted exclusively to the Court of Justice in Rotterdam. Notwithstanding the foregoing, User remains free to submit disputes to the competent Court.