General sales conditions
These general sales conditions govern every order a distributor places with Amarok Sports EU, operated by 20|20 Supplies B.V.
20|20 Supplies B.V., trading as Amarok Sports EU
Frankrijkstraat 4, 5171 PR Kaatsheuvel, The Netherlands
Chamber of Commerce (KvK) 77236041 · VAT NL860943896B01
amarok.eu@amaroksports.com
Payment in practice: invoices are payable within 14 days net of the invoice date, unless other payment terms have been agreed in writing (article 8.3 below). Your payment terms are shown at checkout, on your order confirmation and on your invoice.
Article 1 Definitions
1.1 Amarok Sports EU means 20|20 Supplies B.V. (also written 20-20 Supplies B.V.), trading as Amarok Sports EU, the user of these general sales conditions, the seller.
1.2 Buyer means Amarok Sports EU's (potential) buying party: the distributor, purchaser or client.
1.3 Supplier means the manufacturer, the producer of the product(s).
1.4 The Agreement means the agreement between Amarok Sports EU and Buyer.
1.5 The product(s) means the product(s) which are the subject of an agreement, sale or delivery between Amarok Sports EU and Buyer.
Article 2 General
2.1 These general sales conditions apply to all offers, quotations, agreements, deliveries, sales and other actions and legal acts on the part of Amarok Sports EU.
2.2 Changes (to parts) of these general sales conditions can only be agreed in writing.
2.3 These general sales conditions apply to all offers and quotations from Amarok Sports EU and to all Agreements concluded between Amarok Sports EU and Buyer. The applicability of any general (terms and) conditions of Buyer is expressly denied.
2.4 If one or more articles in these general sales conditions are invalid or will be made invalid, the other articles of these general sales conditions will remain fully applicable.
2.5 Amarok Sports EU sells business-to-business only, to distributors. It does not sell to consumers.
Article 3 Offers/Quotations/Prices
3.1 Any offer or quotation of Amarok Sports EU is free of obligation and subject to change in price, time of delivery and availability to deliver. The offer or quotation can be retracted at all times by Amarok Sports EU as long as it has not been accepted by Buyer.
3.2 Agreements to which Amarok Sports EU is party are only deemed to be lawfully concluded: a. when Buyer places an order through the Amarok Sports EU distributor portal on this website or by email, followed by; b. a written confirmation by Amarok Sports EU of the order placed by Buyer – the order confirmation; c. in the absence of a. and b., by the actual delivery of the sold products.
3.3 If a natural person concludes an Agreement on behalf of or for the account of another natural person, he/she will declare – by accepting the Agreement – that he/she is authorised to do so. This person, in addition to the other natural person, will be jointly and severally liable for all obligations arising from the Agreement.
3.4 Amarok Sports EU is, at any time, entitled to investigate the creditworthiness of Buyer. Amarok Sports EU may require Buyer to provide security for the fulfilment of its obligations before or at the conclusion of the Agreement.
3.5 In case of a quotation of different products, Amarok Sports EU is not obliged to only deliver part of the products at the prices stated in the quotation.
3.6 Should no specific trade term be quoted then prices cover delivery according to article 5.1. Where additional delivery costs of whatever nature are incurred to effect delivery or to meet Buyer's requirements, such additional costs will be charged to Buyer.
3.7 The items, images, numbers, sizes, weights, colours or descriptions included in the offer/ communications/ website/ price lists are shown as an indication and are not binding and may differ from the actual. If a sample / image has been shown to Buyer, the parties assume that this has been shown as an indication, unless it is expressly agreed that the item to be delivered will correspond completely.
3.8 The information displayed on the website is compiled with constant care and attention. Nevertheless the information displayed may be incomplete and/or inaccurate and Amarok Sports EU cannot be held liable for any consequences. The information on the website is regularly completed and / or updated. Amarok Sports EU reserves the right to implement any changes with immediate effect and without giving notice.
3.9 If Amarok Sports EU's costs incurred in respect of the product(s) increase in the period between the order confirmation and delivery, owing to circumstances beyond Amarok Sports EU's control, Amarok Sports EU may, at any time before delivery, give written notice to Buyer of an increase in the agreed price equal to the cost increase, and such increased price shall be substituted for the initial agreed price.
3.10 The offer or quotation can be retracted by Amarok Sports EU even after it has been concluded as per article 3.2, in the event that errors in the calculation of the price or other errors require correction. Amarok Sports EU will retract its offer as soon as possible and at any rate within 72 hours of the day upon which the offer is accepted. Amarok Sports EU shall provide the reason(s) for the retraction. In the event of a retraction, Buyer is entitled to the immediate restitution of any funds it has already paid. Amarok Sports EU shall never be bound by obvious errors and/or mistakes in the offer or quotation.
Article 4 Performance
4.1 Amarok Sports EU will perform the Agreement to the best of its knowledge and ability.
4.2 If and in so far as required for the proper execution of the Agreement, Amarok Sports EU will be entitled to engage third parties for certain activities.
4.3 If a (arms) (trading) licence is required for the ordered product(s), Amarok Sports EU will only deliver the product(s) to Buyer if Buyer provides Amarok Sports EU with a certified copy of its relevant licence. The relevant licence must be written in the English language at all times. Any change or withdrawal of the licence must immediately and automatically be notified to Amarok Sports EU.
4.4 Amarok Sports EU will not be able to issue a certificate of origin for any of its products.
4.5 Buyer undertakes to comply with any applicable laws with regard to the storage, transport, handling, sale and usage of the product(s) without reservations.
Article 5 Delivery
5.1 If time and place of delivery are not specifically agreed upon in writing, delivery takes place "ex works or FOB", Kaatsheuvel, The Netherlands according to INCOTERMS 2020.
5.2 Buyer is obliged to accept the products when Amarok Sports EU delivers or has them delivered to Buyer, or at the time when they are made available to Buyer in accordance with the Agreement.
5.3 If Buyer rejects the delivery or fails to provide information or instructions necessary for delivery, Amarok Sports EU is entitled to store the product(s) at the expense and risk of Buyer.
5.4 If Amarok Sports EU requires information or instructions from Buyer that is necessary for the proper execution of the Agreement, the delivery period will start as soon as Buyer has made the necessary information or instructions available to Amarok Sports EU.
5.5 If Buyer does not accept the delivery of the product(s) within two weeks, Amarok Sports EU will be entitled to sell the concerned product(s) to another party or to destroy the product(s). The damage incurred by Amarok Sports EU when reselling or destroying the product(s) will be borne by Buyer.
5.6 Any delivery date mentioned by Amarok Sports EU is an indication and shall not be a strict deadline for Amarok Sports EU.
5.7 Amarok Sports EU is entitled to deliver the order in parts. Amarok Sports EU is also entitled to invoice these partial deliveries separately.
5.8 Unless it is specified that transport is executed at the risk of Amarok Sports EU, an on-board bill of lading, a receipt received for shipment, waybill or other similar document is conclusive evidence of delivery, irrespective of whether the person issuing the receipt or the document has the authority from Buyer to do so.
Article 6 Risk Transfer and Transport
6.1 Buyer is responsible that product(s) are being transported, stored, applied and disposed of in accordance with the appropriate product datasheets, material safety data sheets and relevant local legislation at all times.
6.2 If Amarok Sports EU arranges the transport or storage of the products that are subject to the Agreement, Amarok Sports EU will impose a 1% surcharge on the agreed price for the purpose of transport warranty. Products will be transported at the risk of Amarok Sports EU. If Buyer expressly indicates that it does not wish to pay the insurance percentage, the product(s) will be transported entirely at the expense and risk of Buyer.
6.3 Any specific wishes of Buyer regarding the transport/dispatch/storage will be carried out only if Buyer has declared to bear the corresponding additional costs and Amarok Sports EU has agreed upfront on the conditions of this transaction.
Article 7 Complaints
7.1 Buyer shall subject the product(s) to adequate control immediately after delivery and/or use as the case may be. Amarok Sports EU shall not be liable in respect of any defects in the product(s) or any losses or damage resulting therefrom unless written notice of such defects is given promptly within five (5) days after the defects could reasonably have been discovered by inspection and/or testing of the product(s), before or after use, and in no event after expiry of their shelf life or later than 180 days after receipt of the product(s), whichever comes first, in the event of hidden defects. If Buyer fails to inspect and/or notify Amarok Sports EU, Amarok Sports EU shall not be liable to Buyer in respect of any loss of or damage to or non-delivery of the product(s) that could have been discovered during the receipt. Amarok Sports EU shall have no obligation in respect of any claim unless the allegedly defective product(s) are kept available for inspection by Amarok Sports EU's representative and Buyer provides the requested substantiation and evidence.
7.2 If, pursuant to the previous paragraph, a complaint is made on time and in writing, Buyer remains obliged to accept and pay for the products purchased. Buyer can only return defective products after obtaining Amarok Sports EU's prior written permission and as indicated by Amarok Sports EU, at Buyer's expense and in the original packaging.
7.3 Buyer must initially enable Amarok Sports EU to inspect the items delivered in order to verify whether the complaint is valid.
7.4 Returns are only accepted in accordance with the return instructions Amarok Sports EU provides with its written permission (article 7.2). Buyer must comply with these instructions at all times.
7.5 In case of a valid complaint, Amarok Sports EU will replace the concerned items (if available or replaced by an alternative) after receiving the returned product(s). If so, Buyer must hand over a written notification. In all cases, however, Amarok Sports EU will be liable only within the limits of the provisions laid down in article 10. If Amarok Sports EU is not able to deliver a replacement or an alternative, Amarok Sports EU will credit the original invoiced price.
Article 8 Payment
8.1 The invoice is always considered to represent the Agreement completely and correctly, except for complaints made within 5 days of the invoice date.
8.2 The invoice date is considered the day when an invoice is created for product(s) that have been picked, packed and are ready for delivery ex-works.
8.3 Invoices are payable within 14 days net of the invoice date, unless Amarok Sports EU and Buyer agree otherwise in writing. Payments shall be made in the currency specified in Amarok Sports EU's invoice. Objections to the amounts of the invoices do not suspend Buyer's payment obligation.
8.4 Amarok Sports EU will be entitled to charge an advance payment. After receiving the advance payment, Amarok Sports EU will proceed to deliver.
8.5 All Amarok Sports EU's costs and expenses in respect of collecting overdue accounts shall be reimbursed by Buyer. If Buyer fails to pay Amarok Sports EU in full by the due date Amarok Sports EU shall be entitled, automatically without prior notification, to charge interest at the rate of 2 percent per annum above the current statutory commercial interest at Amarok Sports EU's country of domicile.
8.6 Payments will be used first to cover the costs and expenses, subsequently to cover any interest due and finally to cover the principal sum and the accrued interest (Article 6:44 of the Dutch Civil Code).
8.7 If at any time Buyer is overdue with payments or otherwise in Amarok Sports EU's opinion appears to be in financial difficulties, then Amarok Sports EU may without liability or prejudice to its other rights suspend all its obligations, dispose of the product(s) in transit and defer or cancel further deliveries under Agreement with Buyer, or require advance payment or satisfactory security for payment of such deliveries.
8.8 Buyer is not entitled to suspend or withhold payment of any sums (or parts thereof) after they have become due, by reason of any right of set off or any (alleged) counter claim which Buyer may have, or for any other reason whatsoever.
8.9 In the case of the failure to pay or overdue payment, Amarok Sports EU's claim will be increased by extrajudicial collection costs, including all other extrajudicial costs as well as the costs of legal assistance (judicial and extrajudicial collection costs). The collection costs will be minimum 15% of the principal sum owed, starting from € 350.
Article 9 Retention of Title
9.1 The property of the product(s) shall remain with Amarok Sports EU until it has received payment in full of all sums which are or may become due from Buyer to Amarok Sports EU in respect of all product(s) or services delivered under any Agreement existing between Amarok Sports EU and Buyer, provided that if Buyer sells part of the product(s) to a third party, the proceeds of such sale shall be held by Buyer for Amarok Sports EU's account until Amarok Sports EU has been paid in full.
9.2 If third parties seize the products delivered under the retention of title or wish to create or assert rights in respect of same, Buyer will be obliged to inform Amarok Sports EU thereof as soon as possible.
9.3 Products delivered by Amarok Sports EU, which are subject to article 8.1, may only be resold in the context of normal business operations and may never be used as a means of payment.
9.4 If Buyer fails to perform its payment obligations towards Amarok Sports EU or if the latter has good reasons to fear that Buyer will fail to perform said obligations, Amarok Sports EU has the right to repossess the products delivered under retention of title, without prejudice to any further rights in respect to Buyer. In that case, Buyer irrevocably declares to render Amarok Sports EU full cooperation in the repossession of the products, including by granting Amarok Sports EU, or third parties appointed by Amarok Sports EU, access to the location where the products are held.
Article 10 Liability
10.1 Amarok Sports EU provides no warranties, unless expressly agreed in writing.
10.2 A factory warranty is applicable, provided that the Supplier has explicitly notified Buyer of the existence and the range of the factory warranty. In the event Buyer, in the opinion of Amarok Sports EU, rightly calls for a factory warranty, Supplier will make all reasonable endeavours to ensure that the manufacturer honours the complaint of Amarok Sports EU. In the event of rejection of the complaint by the manufacturer, for any reason, Buyer will not be entitled to compensation by Amarok Sports EU.
10.3 In order to avoid incorrect and/or careless use of supplied products, Buyer will be obliged to provide users and end-users with user advice and manuals which are in line with the product and user information supplied by Amarok Sports EU upon delivery of the products. Buyer will also be obliged to ensure that the users and end-users use the products supplied in accordance with the above guidelines and in a careful and safe manner. The warranty does not cover damages caused by misuse, negligence or failure to follow the instructions.
10.4 As long as Buyer fails to fulfil its obligations as agreed in the Agreement Buyer cannot hold Amarok Sports EU liable for any damage.
10.5 In the event a product liability claim, arising from the Product Liability Act, is asserted against Amarok Sports EU, Amarok Sports EU will recover these damages in full from Buyer if Buyer is not meeting the previous clauses.
10.6 Amarok Sports EU's liability, if any, in respect of failure to deliver the product(s) in time or at all shall not in any event exceed the amount of any reduction in the value of the product(s) between the date when they should have been delivered and the date on which they were in fact delivered or when the Agreement was cancelled, as the case may be.
10.7 In no circumstances Amarok Sports EU shall be liable for loss of profit or other consequential or indirect damages of whatever nature of Buyer arising from (i) any defective product(s), (ii) failure to deliver the product(s) in time or at all, (iii) the supply or use of the product(s) or (iv) services rendered by Amarok Sports EU.
10.8 Subject to the other limitations in this clause, Amarok Sports EU's liability in respect of defective product(s) is in any event limited to either a refund to Buyer of the purchase price thereof or, at Amarok Sports EU's option, a replacement of such product(s) at their point of delivery.
10.9 Amarok Sports EU is not responsible for the presence of prohibited substances or bacteria on or in the delivered product(s). In this case Buyer must hold the Supplier liable.
10.10 Buyer shall fully indemnify Amarok Sports EU against claims from third parties when Amarok Sports EU is not liable in accordance with the Agreement with Buyer or based on these general sales conditions or if Buyer is liable on the basis of these general sales conditions.
10.11 Amarok Sports EU is not liable for damage as a result of rejected raw materials, if environmental legislation has been changed after delivery.
10.12 If a claim against Amarok Sports EU for compensation of a defective product is subject to an EU Member State Act, Amarok Sports EU excludes all liability or all obligations to pay product compensation exceeding the related amount charged by Amarok Sports EU.
10.13 In advance Buyer must ascertain whether the purchased items are suitable for the (end) user's purpose and intentions. If later it turns out that the products are not suitable for their intended use, Amarok Sports EU cannot be held liable.
10.14 Amarok Sports EU will not be liable for damage, of whatever nature, as a result of incorrect and/or incomplete information provided by Buyer, unless Amarok Sports EU should have been aware of this incorrectness or incompleteness.
10.15 If the delivery is delayed due to factors for which Buyer is responsible, Buyer will compensate Amarok Sports EU for the resulting damage and costs.
10.16 Buyer indemnifies Amarok Sports EU against all claims from third parties that may incur damage in connection with the execution of the Agreement and that are attributable to Buyer.
10.17 If Amarok Sports EU provides Buyer with (technical or commercial) advice and/or assistance related to the use or application of the product(s), the following applies: a. Amarok Sports EU gives no warranty or undertaking and accepts no liability as regards such technical or commercial advice or assistance, unless Amarok Sports EU has expressly agreed in writing to the Buyer; b. the responsibility for executing works with the use of the products remains with Buyer, its (sub)contractor or the owner of the object. The presence and/or the advice of the representative of Amarok Sports EU shall not relieve Buyer, its (sub)contractor or the owner of the object of their responsibility for correct execution and quality assurance with respect to the use of the product(s). Amarok Sports EU shall at all times be held harmless and indemnified against all third-party claims in relation to its presence or advice; c. Any product or system recommended is based on the information provided to Amarok Sports EU with respect to the performance and expected service life, environmental conditions, and the physical dimensions of the object. Amarok Sports EU accepts no liability for the accuracy of this information or the advices based on this information.
Article 11 Sanction Legislation
11.1 Amarok Sports EU and Buyer must comply with the international sanction legislation. Buyer understands and acknowledges that Amarok Sports EU is subject to international sanctions such as embargoes and sanction programmes, including a ban on exporting certain products to certain countries such as Iran, North Korea, Russia, Cuba and Syria.
11.2 Buyer guarantees to comply in all respects with export and re-export restrictions resulting from national and international sanctions.
11.3 In particular, the ban applies to the export and re-export of products of American provenance or origin to countries to which embargoes and economic sanction programmes apply, such as Iran, North Korea, Cuba, Russia and Syria. Amarok Sports EU also imposes this ban on Buyer. Buyer must therefore observe the sanction legislation as referred to above.
11.4 Any breach of this article can result in the termination of the agreement. In addition, justified suspicions of a breach which has been committed or is still to be committed by Buyer may result in a. the cancellation of any upcoming transactions without Buyer being able to demand any compensation; b. reporting to the relevant regulators; c. the termination of our sales agreement. Buyer shall also be liable for any (in)direct loss as a result of a breach by Buyer.
Article 12 Suspension and Termination
12.1 Amarok Sports EU will be entitled to suspend the fulfilment of its obligations or to terminate the Agreement, if: a. Buyer does not, not fully or not timely fulfil its obligations; b. Amarok Sports EU, after the conclusion of the Agreement, becomes aware of circumstances that give good reason to fear that Buyer will not, not timely or not fully fulfil its obligations. If there are good grounds for fearing that Buyer will only partially or improperly fulfil its obligations, a suspension is only permitted insofar the shortcoming can be justified; c. the agreed Buyer's security deposit is not granted or is insufficient; d. Buyer's business is shut down or liquidated, in the event of bankruptcy or if Buyer is subject to attachment or a (temporary) suspension of payments or Buyer's business is part of a merger or an acquisition.
12.2 If the Agreement has been terminated, Amarok Sports EU's claims towards Buyer will become immediately due and payable.
12.3 Amarok Sports EU will retain, without prejudice, the right to claim damages at all times.
Article 13 Cancellation
13.1 If Buyer wants to cancel the Agreement, after being concluded with Amarok Sports EU, Buyer will be charged with 10% of the agreed order price including VAT as a cancellation fee and without prejudice to the right to claim full compensation (Article 6:92(1) of the Dutch Civil Code does not apply). Orders for products which differ from the standard, for custom-made products or for products made to Buyer's own specifications, so called 'Special or Special-Special Orders' cannot be cancelled at all. Buyer accepts to receive 'Special or Special-Special Orders' at all times or refrain from accepting these orders and pay the full invoice amount while waiving acceptance. In case of paying the full invoice amount while waiving acceptance, Amarok Sports EU will be entitled to sell the concerned product(s) to another party or to destroy the product(s).
13.2 If, following the cancellation, Buyer refuses to take delivery of products already purchased by Amarok Sports EU, Buyer will be obliged to pay Amarok Sports EU all related and consequential costs.
13.3 Cancellation must be made in writing and a cancellation is considered received once Amarok Sports EU has confirmed the cancellation in writing.
Article 14 Force majeure
14.1 Events beyond the reasonable control of Amarok Sports EU, circumstances having the consequence that fulfilment of the agreement is impossible, shall relieve Amarok Sports EU of its obligation to deliver and entitle Amarok Sports EU to withdraw from the Agreement to the extent that delivery has not taken place.
14.2 The circumstances referred to under article 14.1 include – in addition to the force majeure under Dutch law – war; threat of war; full or partial mobilisation; vandalism; riots; uprising or disturbances; terrorist actions or the threat thereof; epidemics; strikes; protests; blockades; import and export bans; damage caused by fire or storm, inconvenience caused by weather conditions (for instance but not confined to snow, hail, and freezing rain); floods; earthquakes or other natural disasters or calamities; traffic holdups or transport delays; transport ban by the authorities; strikes, boycott, vandalism and other standstills at Amarok Sports EU or at Amarok Sports EU's supplying companies; as well as such a shortage – whether or not as a result of price increases – of the goods that Amarok Sports EU cannot be required to supply, even not at a higher price.
14.3 Amarok Sports EU has the right to appeal to force majeure if the circumstance prevents (further) fulfilment, even after Amarok Sports EU should have fulfilled its obligations.
14.4 The parties may suspend the obligations ensuing from the Agreement during the period that the force majeure continues. If the suspension exceeds the duration of one month, Amarok Sports EU will be entitled to terminate the Agreement without being obliged to pay compensation.
14.5 If, at the time of the occurrence of force majeure, Amarok Sports EU has delivered a part or will be able to deliver a part of the Agreement, and this partial delivery has a stand-alone value, Amarok Sports EU will be entitled to send a relevant partial invoice. Buyer will be obliged to pay these partial invoices.
Article 15 Intellectual property and copyrights
15.1 Without prejudice to the provisions of these general sales conditions, Amarok Sports EU reserves the rights and authorizations to which Amarok Sports EU is entitled under intellectual property law and the Dutch Copyright Act.
15.2 All items, samples, calculations and brochures supplied or provided by Amarok Sports EU are intended for Buyer's direct sales support only, and may not be multiplied, processed, changed, copied, reproduced, made public or disclosed to third parties by Buyer without the prior permission of Amarok Sports EU, unless the nature of the items sold or the documents issued dictate otherwise.
Article 16 Applicable Law and Choice of Forum
16.1 All Agreements between Amarok Sports EU and Buyer are exclusively governed by Dutch law, with the Vienna Sales Convention, however, being entirely disregarded and/or not being applicable.
16.2 The text in this Agreement between square brackets refers to the applicable Dutch (legal) terms or Dutch Civil Code (BW). These are leading for the interpretation of the agreement.
16.3 Any disputes arising in the execution of or in connection with the Agreement concluded between Buyer and Amarok Sports EU will be submitted to the competent court in the district where 20|20 Supplies B.V. has its registered office. Only Amarok Sports EU may opt for submitting the dispute to the competent court in the Buyer's place of residence or business place or another competent court.
Changes in colour and design as well as technical improvements, misprints and errors reserved. These conditions are based on the General Sales Conditions of 20|20 Supplies B.V., version 1 of 2020.