General Terms & Conditions

From OKU Goed Spelen (hereinafter: OKU), Pioniersweg 52 in Dronten, deposited with the Chamber of Commerce Utrecht under number 2517. OKU Goed Spelen is a registered trade name of OKU Business Partners B.V.

Article 1. Applicability of these terms and conditions
These terms and conditions apply to all legal relationships between OKU and buyer, including all offers and agreements of OKU.

Article 2. Definitions
In these general terms and conditions:
'Consumer': a counterparty who is a natural person and does not act in the exercise of a business or profession.

Article 3. Offers and conclusion of agreement
An agreement between OKU and the buyer comes into existence as soon as OKU has accepted the buyer's order in writing or has begun to execute it. All amounts mentioned in the offer are exclusive of VAT. The offer is valid for 31 (thirty-one) days from the date of the offer. The offer loses validity if the item in question proves to be unavailable. Quoted prices apply only until the end of the relevant calendar year.

Article 4. Delivery
Unless otherwise agreed, delivery takes place ex warehouse. When one of the 'Incoterms' has been agreed upon as a delivery condition, the Incoterms applicable at the time of conclusion of the agreement shall apply.

Article 5. Delivery time
An agreed delivery time is not a fatal deadline, unless expressly agreed otherwise. In case of late delivery, the buyer must therefore notify OKU in writing.

Article 6. Acceptance obligation
The buyer is obliged to accept the purchased goods at the moment they are delivered to him. If the buyer refuses acceptance or fails to provide information or instructions necessary for delivery, the goods will be stored at the buyer's risk. In that case, the buyer shall be liable for all additional costs, including in any event storage costs.

Article 7. Partial deliveries
OKU is permitted to deliver purchased goods in parts. This does not apply if a partial delivery has no independent value. If goods are delivered in parts, OKU is authorized to invoice each part separately.

Article 8. Samples, models and examples
If OKU has shown or provided a model, sample or example, it is presumed to have been shown or provided merely by way of indication: the qualities of goods to be delivered may deviate from the sample, model or example, unless it was expressly stated that delivery would be in accordance with the shown or provided sample, model or example.

Article 9. Changes in goods to be delivered
OKU is authorized to deliver goods that deviate on minor points, such as but not limited to color, from the goods depicted in the catalog. If OKU delivers goods that materially deviate from the agreed goods, the buyer is authorized to terminate the agreement. The buyer has this authority for as long as he has discovered the deviation or could reasonably have discovered it.

Article 10. Termination of agreement
1. OKU's claims on the buyer are immediately due if:
– circumstances that have come to OKU's attention after the conclusion of the agreement give OKU good reason to fear that the buyer will not meet his obligations;
– OKU has asked the buyer at the time of conclusion of the agreement to provide security for performance and this security is not forthcoming or is insufficient.
In the cases mentioned, OKU is authorized to suspend further performance of the agreement or to proceed to termination of the agreement, all without prejudice to the right to claim damages.
2. If circumstances arise with respect to persons and/or materials which OKU uses or is accustomed to use in the performance of the agreement, which are of such a nature that the performance of the agreement becomes impossible or so burdensome and/or disproportionately expensive that performance of the obligation under the agreement can reasonably no longer be required, OKU is authorized to terminate the agreement.

Article 11. Warranty for counterparties who are consumers
1. OKU warrants that the goods sold by it are free from design, material and manufacturing defects for a reasonable period after delivery for such goods. The following are not covered by the warranty: parts that need to be regularly replaced during normal use.
2. If the warranty mentioned in section 1 applies and the goods show a defect, OKU is obliged to repair the goods within a reasonable time after the buyer has reported the defect to it.
3. Goods that need to be repaired must be offered to OKU for repair. Shipping is at the buyer's expense.
4. OKU may choose to replace the goods if repair encounters objections.
5. The buyer can only demand replacement of the goods or termination of the purchase agreement if:
– OKU has made two attempts to repair the same defect, these attempts have been unsuccessful and the defect is sufficiently serious to justify replacement or termination, or
– the goods have so many defects or have had so many defects that they do not meet the agreement, unless the deviation from the agreed, given its minor significance, does not justify termination.
6. The warranty expires if the buyer causes damage through incorrect handling of a warranted item.
7. For defects covered by the warranty that occur later than six months after delivery, the buyer must prove that the defect occurred within the warranty period.
8. The warranty expires if the type or serial number of an item is removed or altered by the buyer.
9. The warranty expires if the item is used for non-household purposes, professional use or rental of the item.

Article 12. Warranty for counterparties who are not consumers
If the buyer is not a consumer, the following applies:
1. OKU warrants that the goods delivered by it are free from design, material and manufacturing defects for a period of 3 (three) months from the date of delivery.
2. If the goods show a design, material or manufacturing defect, the buyer is entitled to repair of the goods. The seller may choose to replace the goods if repair encounters objections. The buyer only has the right to replacement if repair of the goods is not possible.
3. For damage resulting from a defect in the delivered goods, OKU is liable in accordance with Article 18 (Liability) of these terms and conditions.
4. The warranty does not apply if damage is the result of incorrect handling. Incorrect handling includes, among other things: disassembly, deliberate damage, dropping, exposure to rain, snow, etc.

Article 13. Retention of ownership
1. The goods delivered by OKU remain the property of OKU until the buyer has fulfilled all of the following obligations from all purchase agreements concluded with OKU:
– the consideration with respect to delivered or to be delivered goods,
– any claims for non-performance by the buyer of purchase agreement(s).
2. The property law consequences of goods intended for export are governed by the law of the country of destination of the goods in question, if this law is more favorable to OKU, unless OKU determines otherwise.
3. Goods delivered by OKU that fall under the retention of ownership pursuant to section 1 may only be resold in the context of normal business operations. Otherwise, the buyer is not authorized to pledge the goods or establish any other right on them.
4. OKU reserves the right to pledge goods that have become the property of the buyer upon payment and are still in the buyer's hands as collateral as referred to in Article 3:237 of the Dutch Civil Code for greater security of claims other than those mentioned in section 1 of this article, which OKU may have against the buyer for whatever reason. The authority contained in this section also applies to goods delivered by OKU which have been processed or transformed by the buyer, whereby OKU has lost its retention of ownership.
5. If the buyer fails to perform his obligations or there is well-founded fear that he will not do so, OKU is entitled to retrieve or have retrieved goods delivered on which the retention of ownership referred to in section 1 rests with the buyer or third parties who hold the goods for the buyer. The buyer is obliged to provide all cooperation for this on pain of a fine of 10% of the amount owed by him per day.
6. If third parties wish to establish or assert any right on goods delivered under retention of ownership, the buyer is obliged to inform OKU as quickly as reasonably expected.
7. The buyer undertakes on first request of OKU:
– to insure the goods delivered under retention of ownership and keep them insured against fire, explosion and water damage and against theft and to provide the insurance policy for inspection;
– to pledge all claims of the buyer on insurers with respect to the goods delivered under retention of ownership to OKU in the manner prescribed in Article 3:239 of the Dutch Civil Code;
– to pledge to OKU the claims that the buyer obtains from his customers when reselling goods delivered under retention of ownership by OKU in the manner prescribed in Article 3:239 of the Dutch Civil Code;
– to mark the goods delivered under retention of ownership as the property of OKU;
– to provide cooperation in other ways with all reasonable measures that OKU wishes to take to protect its property rights with respect to the goods and which do not unreasonably hinder the buyer in the normal exercise of his business.

Article 14. Defects; complaint periods
1. The buyer must (have) examine(d) the purchased goods upon delivery – or as soon thereafter as possible. The buyer must check whether the delivered goods meet the agreement, namely:
– whether the correct goods have been delivered;
– whether the delivered goods in terms of quantity (for example the number and quantity) correspond to the agreed;
– whether the delivered goods meet the agreed quality requirements or – if these are lacking – the requirements that may be imposed for normal use and/or commercial purposes.
2. If visible defects or shortages are found, the buyer must report these to OKU in writing within 8 (eight) days of delivery.
3. Non-visible defects must be reported to OKU in writing within 8 (eight) days of discovery, but no later than 30 (thirty) days after delivery.
4. Even if the counterparty complains in time, his obligation to pay and accept the goods to be delivered remains. Goods can only be returned after prior written consent from OKU.

Article 15. Price increase
If OKU agrees a certain price with the counterparty, OKU is nevertheless authorized to raise the price: OKU may pass through currency fluctuations and price increases from a (sub)supplier. If the price increase exceeds 10%, the buyer has the right to terminate the agreement.

Article 16. Payment
1. Unless otherwise agreed, payment must be made within 14 (fourteen) days after invoice date, – in cash, unless otherwise agreed; – or by transfer of the due amount to account number NL08ABNA0657519766 in the name of OKU at Zonnebaan 30, 3542 EE Utrecht. After 14 (fourteen) days from the invoice date, the buyer is in default; from the moment of default the buyer owes interest on the due amount of 1% per month.
2. In case of liquidation, bankruptcy or suspension of payment of the buyer or when the debt reorganization scheme is applied to the buyer, the buyer's obligations shall be immediately due.
3. Payment must be made without discount or offset.
4. Payments made by the counterparty always serve to settle all accrued interest and costs in the first place, and secondly invoices that have been outstanding the longest, even if the counterparty states that the payment relates to a later invoice.
5. OKU reserves the right to stop further deliveries in case of payment arrears.

Article 17. Collection costs
1. If the buyer is in breach or in default of the performance of one or more of his obligations, all reasonable costs to obtain satisfaction outside court shall be borne by the buyer, including costs for the drawing up and sending of reminders, making a settlement offer and obtaining information. In any case, the buyer owes:
– on the first EUR 2,950,- 15%
– on the amount exceeding to EUR 5,900,- 10%
– on the amount exceeding to EUR 14,748,- 8%
– on the amount exceeding to EUR 58,990,- 5%
– on the amount exceeding 3%.
If OKU proves that it has incurred higher costs, which were reasonably necessary, these will also be eligible for reimbursement.
2. The buyer owes OKU the judicial costs incurred by OKU in all instances, unless these are unreasonably high. This only applies if OKU and the buyer conduct a legal proceeding with respect to an agreement to which these general terms and conditions apply and a judicial decision becomes final in which the buyer is completely or to a prevailing extent in the wrong.

Article 18. Liability
1. For defects in delivered goods, the warranty applies as described in Article 11 or 12 (Warranty) of these terms and conditions.
2. The liability of OKU, to the extent that it is covered by its liability insurance, is limited to the amount of the payment made by the insurer. If the insurer does not proceed to payment in any case or if the damage is not covered by the insurance, OKU's liability is limited to the price of the product.
3. The limitations of liability contained in these terms and conditions do not apply if the damage is due to intent or gross negligence of OKU or its management.
4. OKU is not liable for business damage, downtime damage, delay damage or other (indirect and/or direct) damage - including damage from incorrect functioning etc. of goods - which is caused to the buyer and/or third parties as a result of deliveries made by the seller.
5. OKU is not liable for the consequences of failure to comply with any instructions for use attached to the purchased goods, such as for example (but not limited to) instructions regarding the age of children who use the products.

Article 19. Force Majeure
1. Force majeure is understood to mean circumstances that prevent the performance of the obligation and that are not attributable to OKU. This will also include (insofar as these circumstances make performance impossible or unreasonably difficult):
strikes in businesses other than that of OKU, wildcat strikes or political strikes in OKU's business; a general lack of necessary raw materials and other things or services necessary for the performance of the agreed service; unforeseen stagnation at suppliers or other third parties on which OKU depends and general transport problems.
2. OKU also has the right to invoke force majeure if the circumstance that prevents (further) performance occurs after OKU should have performed its obligation.
3. During force majeure, OKU's delivery and other obligations are suspended. If the period in which OKU cannot perform its obligations due to force majeure lasts longer than 30 (thirty) days, both parties are authorized to terminate the agreement, without in that case an obligation to pay damages.
4. If OKU has already partially fulfilled its obligations when force majeure occurs, or can only partially fulfill its obligations, it is authorized to invoice the already delivered or deliverable part separately and the buyer is obliged to pay this invoice as if it were a separate contract. However, this does not apply if the already delivered or deliverable part has no independent value.

Article 20. Dispute Resolution
1. In deviation from the statutory rules for the jurisdiction of the civil court, any dispute between buyer and OKU, in case the court is competent, shall be settled by the competent court in Utrecht. However, OKU remains authorized to summon the buyer before the court competent according to law or the applicable international treaty.
2. If the buyer is a consumer or if three persons or fewer are employed in his business or practice (including the buyer himself), he has the right, for one month after OKU has made written appeal to this provision, to choose settlement of the dispute by the civil court competent according to law.

Article 21. Applicable law
Dutch law applies to every agreement between OKU and the buyer.

Article 22. Modification of terms and conditions
OKU is authorized to make changes to these terms and conditions. These changes take effect on the announced date of implementation. OKU will send the amended terms and conditions to the counterparty in time. If no date of implementation has been communicated, changes take effect against the counterparty as soon as the change has been communicated to him.

Article 23.
If one or more provision(s) of these terms and conditions becomes/become legally unenforceable or, for whatever reason, otherwise unenforceable, this shall not affect the validity of the other provisions of these terms and conditions.