Conditions générales

Article 1 – General information

1.     These Terms and Conditions are applicable to every offer, quotation, agreement and all other legal relationships or legal commitments between Olba and any purchaser acting in the exercise of an occupation or a business, including as a reseller, insofar as the parties have not deviated from these Terms and Conditions explicitly and in writing. For purchasers established in the United States, Canada, Australia and New Zealand, “Olba” is understood to mean the legal entity “Olba International B.V.”, and for other purchasers, “Olba” is understood to mean the legal entity “Olba B.V.”.

2.     The present Terms and Conditions also extend to the acts and omissions of third parties that are engaged by Olba for the execution of the agreement.

3       Applicability of any purchase and/or other conditions of the purchaser is explicitly rejected.

4.     In the event that Olba concludes agreements with the purchaser more than once, the present Terms and Conditions will apply to all subsequent agreements, whether or not these have been declared applicable explicitly or otherwise.

5.     If one ore more stipulations of these Terms and Conditions are or should become at any time entirely or partially void or nullified, the other stipulations of these Terms and Conditions will remain fully applicable. Olba and the purchaser will then consult to agree on new stipulations to replace the void or nullified stipulations, to the extent possible in accordance with the object and purport of the original stipulations.

6.     If there is a lack of clarity regarding the interpretation of a stipulation or if a situation occurs that has not been explicitly described, the stipulation shall be interpreted “in its spirit”.

7.     If Olba does not always require strict compliance with these Terms and Conditions, this does not mean that its stipulations do not apply, or that Olba would in any measure lose its rights to demand strict compliance with the stipulations in these Terms and Conditions in other cases.

8.     Stipulations of these Terms and Conditions that purport to continue after termination of the agreement between the parties, including the stipulations concerning intellectual property rights, confidentiality and non-competition, will also remain in force after termination.

 

Article 2 – Models/images

1.     The models, images, numbers, measures, weights or descriptions mentioned on the website, in the catalogues or offer or in advertisements or price lists are only indicative.

2.     If the purchaser has been shown a prototype, it is supposed to have been shown in an indicative manner only, unless it is explicitly agreed that the product to be delivered will fully correspond with it.

3.     The prototypes sent by Olba on the purchaser’s request cannot be returned. Olba charges the purchaser with the full costs related to the prototypes sent at the listed value, unless the parties have agreed otherwise.

4.     The following situations can never give rise to any claim:

1.      Deviations in colour and measure of less than 10%.

2.      Typesetting or printing errors in the catalogue/offer/price list.

 

Article 3 – Quotations, offers and orders

1.     All quotations and offers from Olba are without obligation, unless the quotation indicates a deadline for acceptance. A quotation or offer shall expire if the product to which the quotation or offer relates is in the meantime no longer available.

2.     The period for acceptance of a quotation is four (4) weeks, unless the parties have agreed otherwise in writing.

3.     Olba cannot be held to its quotations or offers if the purchaser can reasonably be expected to understand that the quotations or offers, or part thereof, contain an obvious mistake or clerical error.

4.     Unless expressly stated otherwise, prices stated in the quotation or price list are exclusive of VAT and other government levies, any costs to be incurred within the framework of the agreement, including travel and accommodation expenses and dispatch and administrative costs.

5.     If acceptance deviates from the offer included in the quotation or offer – whether on minor points or not –, Olba shall not be bound by it. In that case, the agreement will not be established in accordance with this deviating acceptance, unless Olba specifies otherwise.

6       A composite quotation shall not oblige Olba to perform part of the order at a corresponding part of the price quoted. Offers or quotations shall not automatically apply to future orders.

7.     Olba may refuse or impose conditions to an order without giving reasons.

8.     Olba may assume in good faith that every order is placed by employees of the purchaser who are fully authorised to do so. The purchaser shall bear the risk of orders being made from its organisation by any legally unauthorised representatives of the purchaser and shall, therefore, be held to abide by all orders made from its organisation.

9.     Olba is entitled to require that the purchaser uses a procedure, digital or otherwise, for placing product orders. Olba is at all times entitled to refuse orders from the purchaser if these orders have not been placed in accordance with the required procedure. Errors in the orders placed by the purchaser shall remain at the purchaser’s risk and expense.

 

Article 4 – Delivery and passing of risk

1.     Deliveries are made ex works at Olba, unless the parties expressly agree otherwise. If the purchaser exports the products outside the European Union, the purchaser must engage a competent forwarder for this and must at all times provide Olba with copies of the export and customs documents. If the parties agree, in derogation from the foregoing, that Olba takes over part of the export activities, Olba may charge the resulting additional expenses to the purchaser. The risk in relation to any product and the transportation thereof shall at all times pass to the purchaser at the time of delivery, that is from the moment that the products were handed over to the first carrier.

2.     Olba is entitled to charge an advance amount or to require advance payment of the full invoice amount. Delivery to the purchaser will take place after payment of the advance amount or the full invoice amount, unless the parties have agreed otherwise.

3.     The purchaser is obliged to take delivery of the products at the moment that the vendor delivers them or has them delivered to it, or at the moment when they are made available to it in accordance with the agreement.

4.     In the event that the purchaser refuses or fails to provide information or instructions that are required for delivery, Olba is entitled to place the products into storage at the purchaser’s expense and risk.

5.     In the event that delivery is effected COD, Olba shall at all times charge cash on delivery charges to the purchaser.

6.     Delivery shall at all times takes place at the last delivery address of purchaser known to Olba, which was indicated by the purchaser.

7.     In the event that Olba has specified a term of delivery, this is indicative. A specified delivery period is, therefore, never a final deadline. If a period is exceeded, the purchaser must put Olba in default in writing and must allow it a reasonable period.

8.     In the event that Olba needs data from the purchaser in the context of execution of the agreement, the delivery period commences after the purchaser has made them available to the vendor.

9.     Olba has the right to deliver the products in instalments and to invoice partial deliveries separately.

 

Article 5 – Payment, invoicing and collection costs

1.     Payment must be made within the payment term mentioned in the invoice or, in the absence thereof, within fourteen (14) days from the invoice date, in a manner specified by Olba and in the invoice currency, unless otherwise specified by Olba in writing. The issuance of a bill of lading is subject to receipt of payment by Olba. Olba is entitled to invoice periodically and/or to require, at its own discretion, that the purchaser make a full or partial advance payment.

2.     Invoicing will take place digitally. In the event that the purchaser wishes to receive invoices in a non-digital manner, administration costs will be charged. Where applicable, Olba reserves the right to issue invoices in a non-digital manner. Olba considers each email address mentioned in the correspondence with the purchaser as the address at which the invoice is received correctly by the purchaser, unless the purchaser has explicitly indicated a specific email address for this purpose in writing.

3.     Any banking costs charged in the country of the purchaser related to payment or transfers from countries outside the European Union shall be borne by the purchaser.

4.     In the event of liquidation, suspension of payment or bankruptcy or an application therefor, or attachment for the account of the purchaser, – if and insofar as the attachment has not been lifted within three months –, of debt rescheduling or any other circumstance as a result of which the purchaser can no longer freely dispose of its assets, the purchaser’s claims against the vendor shall be immediately claimable.

5.     In the event that the purchaser continues to fail to pay an invoice in a timely manner, the purchaser shall be legally in default. In such case, the purchaser shall owe statutory interest in accordance with Section 119a of Book 6 of the Dutch Civil Code. The interest rate over the amount payable will be calculated from the moment that the purchaser is in default until the moment that the full amount owed is paid.

6.     Olba is entitled to apply the payments made by the vendor firstly in settlement of the costs, then of the interest due and finally of the principal sum and the current interest.

7.     Olba may refuse an offer to pay without this leading it to be in default if the purchaser indicates a different order for the allocation of the payment. Olba may refuse full payment of the principal sum if said payment does not include the interest still due, the current interest and the collection costs.

8.     The purchaser shall never be entitled to setting off the amount it owes to Olba.

9.     Objections against the amount of an invoice shall not suspend the payment obligation. The purchaser is also not entitled to suspend payment of an invoice for any other reason.

10.   In the event that the purchaser is in breach or in default in the compliance or timely compliance with its obligations, all reasonable costs incurred to obtain an out-of-court settlement, including the costs to collect payment and those of legal assistance, must be borne by the purchaser. Any incurred legal and execution costs will also be recovered from the purchaser. The purchaser also owes interest over the collection costs owed.

 

Article 6 - Suspension or dissolution

1.     Olba is authorised to suspend fulfilment of the obligations or to dissolve the agreement without written notice of default being required for this, in the event that:

1.      The purchaser fails to fulfil the obligations under the agreement or fails to fulfil them fully or in a timely manner.

2.      Olba has, after conclusion of the agreement, learnt about circumstances that give cause to fear that the purchaser will not fulfil its obligations.

3.      The purchaser has been requested, when the agreement was concluded, to furnish security for the fulfilment of its obligations under the agreement, and that security has not been provided or is insufficient.

2.     In the event that Olba, due to the delay on the part of the purchaser, can no longer be expected to comply with the agreement in accordance with the originally agreed conditions, Olba has the right to terminate the agreement.

3       Olba is also authorised to dissolve the agreement if circumstances arise of such a nature that fulfilment of the agreement is impossible or if other circumstances arise that are of such a nature that the unaltered continuation of the agreement cannot reasonably be required of Olba.

4.     In the event that the agreement is dissolved, the claims of Olba against the vendor will immediately fall due and payable. In the event that Olba suspends fulfilment of the obligations, it shall retain its entitlements under the law and under the terms of the agreement.

5       If Olba proceeds to suspension or dissolution, it is in no way obliged to pay damages or compensate costs incurred in any way.

6.     If the dissolution is attributable to the purchaser, Olba is entitled to compensation of the losses, including any costs which are caused directly or indirectly as a result.

7.     In the event that the purchaser fails to fulfil its obligations under the agreement, and this non-fulfilment justifies dissolution, then Olba is entitled to dissolve the agreement with immediate effect, without any obligation on its part to pay any damages or compensation, while the purchaser, being in default, will be obliged to pay damages or compensation.

8.     In the event that Olba agrees a fixed price with the purchaser, Olba will nevertheless at all times be entitled to increase this price without the purchaser being, in such case, entitled to dissolve the agreement for this reason, in the event that the price increase results from a power or obligation in accordance with the law or regulations, or is caused by an increase of the price of raw materials, wages et cetera, or for any other reasons that were reasonably unforeseeable at the time of concluding the agreement.

9.     Where reference is made in this article to “dissolution”, it denotes the form of terminating the agreement referred to in Section 265 of Book 6 of the Dutch Civil Code.

 

Article 7 - Early termination or cancellation

1.     In the event that the term of the agreement between the parties has not been explicitly determined in writing, the agreement shall be considered to have been concluded, as from the complete signature, for the fixed term of one (1) year, and is renewed tacitly for successive fixed terms of one (1) year, unless one of the parties has terminated the agreement in writing with due observance of a notice period of three (3) months from the end of the term. Insofar as the aforementioned tacit renewal have taken place, an agreement between the parties terminates automatically after it has been in force for five (5) years.

2.     In the event that Olba terminates the agreement early, Olba will, in consultation with the purchaser, take care of the delivery of orders placed by the purchaser that have already been accepted, unless the termination is attributable to the purchaser. Also after termination, the purchaser is obliged to pay the costs related to orders accepted by Olba, unless Olba specifies otherwise.

3.     In the event of liquidation, suspension of payment or bankruptcy or the application therefor, or attachment for the account of the purchaser – if and insofar as the attachment has not been lifted within three (3) months –, of debt rescheduling or any other circumstance as a result of which the purchaser can no longer freely dispose of its assets or failure for over one (1) year to meet the minimum purchase obligation, Olba shall be free to terminate the agreement with immediate effect and/or to cancel any pending orders, without any obligation on its part to pay any damages or compensation.

4.     In the event that the purchaser wishes to terminate an agreement after said agreement has been established with the vendor and before the vendor has effected delivery to the purchaser, a cancellation charge of 10% of the agreed order price exclusive of VAT will be charged to the purchaser, without prejudice to the right to full compensation, including lost profit.

5.     In the event that products are not available from stock at the time of ordering and will not be in stock within seven (7) days and the purchaser wishes to cancel the order because of this, the purchaser must communicate this within seven (7) days after the date of the order confirmation. If no cancellation notice was received within seven (7) days, the products will be included in a back order/later delivery.

6.     Cancellation must be submitted in writing.

7.     Dispatch costs of later deliveries shall be at the purchaser’s expense. To save costs, later deliveries will be delivered, as much as possible, along with a subsequent order.

8.     In the event that the purchaser cancels an already placed order in whole or in part, the products ordered or prepared for this purpose, plus any related supply, disposal and delivery costs and the working time reserved for the execution of the agreement, will be charged in its entirety to the purchaser.

 

Article 8 - Force majeure

1.     Olba is not required to perform any obligation towards the purchaser if Olba is impeded in this due to a circumstance not attributable to a fault of Olba and not otherwise attributable to it according to the law, a juristic act or generally accepted opinion.

2.     In addition to the relevant definitions in the law and jurisprudence, force majeure in these Terms and Conditions refers to all external causes, foreseen or unforeseen, which Olba cannot control, but which are the reason Olba is unable to meet its obligations, including strikes in the company of Olba or of third parties. Olba is also entitled to invoke force majeure in the event that the circumstance that prevents the fulfilment or ongoing fulfilment does not occur until after Olba ought to have fulfilled its commitment.

3.     Olba may suspend the obligations under the agreement for the duration of the force majeure. If this period exceeds two (2) months, either party shall be entitled to dissolve the agreement, without any obligation to compensate the other party for any damage or losses incurred.

4.     Insofar as, at the time a situation of force majeure arises, Olba has already fulfilled or will be able to fulfil its obligations under the agreement in part, and the part of its obligations already fulfilled or to be fulfilled has been assigned a separate value, Olba shall be entitled to issue a separate invoice in respect of the part already performed or to be performed. The purchaser is held to pay this invoice as if it were a separate agreement.

 

Article 9 - Retention of title

1.     All products delivered by Olba under the agreement remain the property of Olba until the purchaser has fulfilled all obligations under the agreement(s) with Olba properly.

2.     Products delivered by Olba that fall under the retention of title in accordance with the previous paragraph may not be resold and may never be used as a means of payment. The purchaser is not authorised to pledge or encumber in any other manner the products that fall under the retention of title.

3.     The purchaser must at all times do whatever may be reasonably expected of it to safeguard the ownership rights of Olba.

4.     In the event that third parties levy an attachment to the products delivered under retention of title or wish to establish or enforce rights thereto, the purchaser must immediately inform Olba of this.

5.     The purchaser undertakes to store the products delivered under retention of title separately and clearly labelled as originating from Olba and to insure said products and to keep them insured against fire, explosion and water damage as well as against theft, and to make the policy of this insurance available for inspection by Olba immediately on request. In case of any payment of the insurance, Olba is entitled to this money. Insofar as necessary, the purchaser undertakes in advance to Olba to collaborate with all that may or appear to be necessary or desirable in that context.

6.     Insofar as Olba wants to exercise its ownership rights as referred to in this article, the purchaser grants in advance Olba as well as third parties to be indicated by Olba unconditional and irrevocable permission to access all those locations where the property of Olba is located and to take those products back.

 

Article 10 - Warranties

1.     The products to be delivered by Olba shall comply with the usual requirements and standards that they may reasonably be expected to meet at the time of delivery and for which they are intended when used normally in the Netherlands. The warranty referred to in this article applies to products intended for use in the Netherlands. In the event of use outside the Netherlands, the purchaser itself must verify whether the products are suitable to use there and whether they meet the conditions imposed on them. In such case, Olba may set different warranty and other conditions in respect of the products to be delivered. Where necessary, the parties will make written agreements about this.

2.     The warranty referred to in paragraph 1 of this article applies for a period of no more than one (1) year after delivery, unless the nature of the goods delivered entails otherwise or the parties have agreed otherwise. In the event that the warranty provided by Olba concerns a product manufactured by a third party, the warranty is limited to the warranty provided for it by the manufacturer of the product, unless stated otherwise.

3.     Every form of warranty shall be voided if a defect is caused by or ensues from injudicious or inappropriate use, including incorrect storage or maintenance by the purchaser and/or by third parties, or if, without written permission from Olba, the purchaser or third parties have applied or attempted to apply changes to the product or have attached other goods to the product that should not be or should not have been attached to it or if the product is treated or processed in a manner other than that prescribed. No warranty is given to the purchaser if the defect is caused by or arising from circumstances that fall outside the sphere of influence of Olba, including weather conditions (for example but not limited to, extreme rainfall or temperatures) et cetera.

4.     During the time that the purchaser is in default, Olba can suspend its warranty obligations.

 

Article 11 – Examination and complaints

1.     The purchaser is bound to examine the goods delivered or cause them to be examined immediately at the moment that the products are made available to it or respective activities have been carried out, respectively. In doing so, the purchaser should investigate whether the quality and/or quantity of the goods delivered are as agreed and correspond to the agreements made by the parties in this respect. Olba cannot be held liable for any damage caused by transportation, or any damage arisen after resale.

2.     Any visible defects must be reported in writing to Olba within five (5) workdays after receipt. Any hidden defects must be reported in writing to Olba immediately, or at least within five (5) workdays after discovery. The report must comprise as detailed a description of the defect as possible in order to allow Olba to respond adequately. The report shall at all times be accompanied by the sales receipt and/or invoice. The purchaser must provide the vendor with the opportunity to examine a complaint or cause it to be examined.

3.     In the event that the purchaser files a complaint in a timely manner, this will not suspend its payment obligation. The purchaser will, in that case, also be bound to accept and pay for the other goods ordered.

4.     If a defect is not reported within the terms referred to in paragraph 2 of this article, the purchaser will no longer be entitled to any repairs, replacements or reimbursements.

5.     If it has been established that a product is defective and that a complaint has been submitted in due time in that respect, upon written notification in respect of the defect by the purchaser, Olba will replace the defective product within a reasonable period of return or, if returning is not reasonably possible, at the Olba's discretion, take care of repair thereof or pay the purchaser alternative compensation. In the event of replacement, the purchaser is bound to return the replaced product to Olba and to allow ownership thereof to revert to Olba, unless Olba specifies otherwise.

6.     The replacement products are shipped by Olba to the purchaser with a regular delivery. If the purchaser wishes to receive the products earlier, the related shipping costs will be charged to the purchaser.

7.     Returning products subject to complaint is at the purchaser’s risk and expense, must at all times be announced beforehand and must take place in consultation with Olba. Any return shipments without any postage or without sufficient postage will not be accepted. The purchaser must at all times include a copy of the sales receipt and/or of the invoice in the complaint.

8.     If it is established that a complaint is unjustified, the costs in relation thereto, including the investigation costs made on the side of Olba, are integrally at the purchaser’s expense.

9.     On expiry of the warranty period, the purchaser shall be charged for all costs of repair or replacement, including administration, dispatch and call-out charges.

10.   Notwithstanding the statutory limitation period, the limitation period for all claims and defences towards Olba and the third parties involved by Olba during the execution of an agreement, amounts to one (1) year.

11.   Products already sold and dispatched are never taken back by Olba, unless Olba and the purchaser have explicitly agreed otherwise or agree an exception in writing in a particular case. The purchaser shall bear the risk of claims submitted after resale.

 

Article 12 - Liability and exclusion thereof

1.     In the event that Olba is liable, this liability will be limited to the provisions laid down in this article.

2.     Olba is exclusively liable for direct damage.

3.     Olba’s liability is limited to a free of charge repair of a defective product or to replacement of that product or a part thereof, all this at Olba’s discretion.

4       Olba is not liable for damage of whatever nature that results from Olba’s reliance on incorrect and/or incomplete data provided by or on behalf of the purchaser.

5.     In the event that Olba is liable for any damage, the liability of Olba is limited to a maximum of twice the invoice value of the order, specifically that part of the order to which the liability applies.

6.     Olba’s liability is in any case limited to the sum paid by its insurer, less any excess of Olba, at all times.

7.     Olba can never be held liable for indirect damage or loss, including consequential damage, lost profits, lost savings, loss due to business interruption, reputational damage and damage due to death of or injury to animals.

8.     The limitation of liability included in these Terms and Conditions do not apply if the damage is due to intent or gross negligence by Olba or its managing subordinates.

 

Article 13 - Indemnification

1.     The purchaser indemnifies Olba against any claims by third parties that incur damage attributable to others than to Olba in connection with execution of the agreement.

2.     In the event that Olba is held legally accountable by third parties with regard to this, the purchaser is bound to represent Olba both at law and otherwise and to promptly do everything that may be expected from it in such case. In the event that the purchaser continues to fail to take adequate measures, then Olba is entitled to do so without notice of default. All costs incurred and damage suffered by Olba and third parties in relation to this, are integrally at the risk and expense of the purchaser.

 

Article 14 - Intellectual property

1.     Olba reserves the rights and powers to which it is entitled under its intellectual property rights, including its copyrights and trademark rights. Olba is entitled to use the knowledge gained by execution of the agreement for other purposes as well, as far as this does not involve communicating strictly confidential information of the purchaser to third parties.

2.     The purchaser may use the materials made available to Olba, including product descriptions, drawings and pictures, trademarks and product names, under the following conditions:

1.  The use of the material is solely intended for the promotion of the relevant products of Olba.

         2.  The names and logos of Olba may not be removed from the material.

3.  It is not allowed to use of the materials, names and/or trademarks in a manner that can, in any way, be harmful to their distinctive capacity, reputation, validity or the goodwill of Olba therein, or for the company or tradename of Olba, and

4.  The materials may not be processed so that they may create a wrong impression of the product features or the origin.

3.     The purchaser is not allowed to register any product names, tradenames, brands or logos used by Olba as a trademark or to have them registered as a domain name.

4.     The purchaser will inform Olba of any infringement or imminent infringement on the intellectual property rights of Olba by a third party of which the purchaser learns, as well as any third-party allegation or claim that the sale or import of the products in the sale territory violates any third-party rights.

 

Article 15 - Confidentiality

1.     Neither party will disclose, in any shape or form, this agreement nor any information it obtains as a result of entering into or performing this agreement and which confidential nature it understands or should reasonably suspect to a third party, except insofar disclosure is necessary for the exercise or enforcement of the rights of the disclosing party arising from this agreement. Each party will only disclose the information referred to in the previous sentence to a third party if the third party is burdened with the obligation to use or disclose this information exclusively in accordance with this article.

 

Article 16 – Resale obligations

1.     If the purchaser is appointed by Olba as a reseller of the products, this will only apply to the designated sales territory and will, in principle, be non-exclusive. The purchaser will act as an independent vendor of the products and is in no way a representative or agent of Olba.

2.     The purchaser is required to cooperate with and take part in sales promotion measures concerning Olba upon resale, in respect of which it shall at all times inform the purchaser in a timely manner. These sales promotion measures may include advertising, special offers, premiums and competitions, maintenance of certain consumer prices, a certain display in sales spaces of the purchaser, trade-in promotions, et cetera.

3.     The purchaser shall never modify products, their packaging or labelling without the prior written consent of Olba. The purchaser is, in principle, authorised to apply its own trademark and/or tradename on the packaging, but it is not allowed to do so in such a way that the industrial trademark of Olba is no longer visible.

4.     The purchaser will use the product information to be provided by Olba to the purchaser when informing its customers or potential customers of the products. The purchaser will ensure that it does not provide inaccurate or misleading information on the products to third parties. The purchaser will have the documentation regarding the products translated into the language or languages of its customers at its own expense. The purchaser will provide Olba with copies of all translated materials as referred to in the previous sentence beforehand. Olba is entitled to use the translated material at its own discretion.

5.     The purchaser will inspect whether the products and product information comply with all requirements under the applicable laws and regulations within the sales territory and will inform Olba immediately in the event that any product or product information does not comply therewith. In the event that the purchaser fails to provide information referred to in the previous sentence to Olba or in the event that it provides inaccurate information to the end user, the purchaser will indemnify Olba against all third-party claims – including from government bodies – relating to the non-compliance of the products with the local laws and regulations and for all damages and costs related to such a claim incurred or suffered by Olba, including reputational damage and lost turnover.

6.     The purchaser will exclusively distribute the products within the designated sales territory and will perform its marketing efforts in favour of the products exclusively within that territory. The purchaser is only allowed to respond to unsolicited requests from territories outside the designated sales territory insofar the purchaser, for this delivery, complies with all obligations under this agreement, and in particular those referred to in the paragraphs 3, 4 and 5 of this article. The purchaser will never offer the products for sale on online marketplaces, such as Amazon, bol.com or eBay, without the prior written consent of Olba.

7.     The purchaser will not develop, manufacture, promote, distribute or sell any products that compete with the products of Olba within the sales territory, unless Olba has explicitly given written permission to do so.

8.     The purchaser will share with Olba all market information that is relevant for the sale or resale of the products, including specifically the market information concerning the designated sales territory and the relevant findings and needs of the purchaser’s customers.

9.     The purchaser must meet any minimum purchase obligations laid down in writing by the parties, which obligation is measured on the basis of an amount exclusive of costs – for packaging, transportation, insurance and the like – and exclusive of VAT or other applicable taxes. No more than sixty (60) days prior to the end of the period referred to in the previous paragraph, the purchaser will provide Olba with a forecast for the sales volume for the following year. The parties will, within thirty (30) days after the purchaser has provided this forecast, determine the minimum purchase obligation for the following year. In the absence of agreement, the minimum purchase obligation applicable at that time will be increased by 20%. Olba is at all times free to deprive the purchaser of any granted exclusivity when the purchaser fails to meet the minimum purchase obligation.

 

Article 17 - Applicable law and disputes

1.     All legal relationships to which Olba is a party shall be exclusively governed by the laws of the Netherlands, also if an obligation is entirely or partially implemented abroad or if the party involved in the legal relation has place of residence there. Applicability of the Vienna Convention is excluded.

2.     The court in Olba's place of establishment has exclusive competent jurisdiction to take cognisance of disputes, unless the law compellingly decides otherwise. Nevertheless, Olba is entitled to bring disputes before the legally competent court.

3.     Parties will first appeal to court only after making every effort to solve a dispute by mutual agreement.

 

Article 18 – Source and amendment of conditions

1.     The most recent version of these Terms and Conditions is published online on Olba’s website (www.olba.com).

2.     Olba is allowed to adjust these Terms and Conditions from time to time. The most recently published version or, in the absence thereof, the version in force at the time the legal relationship with Olba was established will apply at all times.

3.     The Dutch text of the Terms and Conditions shall at all times prevail at the interpretation thereof.