Terms & Conditions

Article 1: General
1. All offers, quotations, assignments given, agreements and the performance thereof shall be governed exclusively by these terms and conditions. Any deviations or additions shall be explicitly agreed with Levo Produktenmaatschappij B.V. in writing.
2. In these terms and conditions, „Customer“ shall be taken to mean any (legal) person who has concluded or wishes to conclude an agreement with Levo Produktenmaatschappij B.V., hereinafter referred to as the „Vendor“, and in addition to such person, his representative(s) (which shall also be taken to mean shop staff), authorised representative(s), legal successor(s) and heir(s).
3. If and insofar as any provision of these general terms and conditions is declared void or is nullified, the other provisions of the general terms and conditions shall remain in full force. In such a case, the Vendor and the Customer shall consult each other in regard to a new provision to replace the void/nullified provision, taking into account the purport of the void/nullified provision to the greatest extent possible. 

Article 2: General terms and conditions of contracting parties and/or third parties
1. The Vendor only accepts the applicability of general terms and conditions of the Customer and/or third parties if they have been explicitly agreed in writing.
2. Any applicability of general terms and conditions as referred to above shall not, however, affect the applicability of the Vendor’s general terms and conditions, unless these are contrary to the Customer’s and/or third parties‘ general terms and conditions.
3. General terms and conditions of the Customer and/or third parties shall only be accepted by the Vendor under the conditions referred to above and shall only apply to the transaction concerned.
4. If the Vendor has deviated from these terms and conditions in any agreement with the Customer, the Customer can never invoke this in subsequent agreements. Deviations from these terms and conditions must each time be explicitly agreed upon. 

Article 3: Offers
1. All offers and quotations, whether in the form of price lists or otherwise, including verbal offers and quotations and other statements by the Vendor’s representatives and/or employees shall be without obligation.
2. The sending of offers and/or brochures, price lists, etc. shall not oblige the Vendor to deliver or accept the order.
3. The Vendor reserves the right to refuse orders without giving reasons, or to deliver cash on delivery.
4. If samples are shown or provided, they serve to give an impression of the product to be delivered. However, these samples are not decisive for the composition and/or quality. 

Article 4: Arrangements
Arrangements and/or agreements with the Vendor’s subordinates are not binding on the Vendor insofar as they have not been confirmed by the Vendor in writing or insofar as the Vendor has not fully or partly implemented them. In this context, the term subordinates is taken to mean all employees and staff who do not have power of attorney. 

Article 5: Agreement
1. Subject to the following provisions, an agreement is not concluded until the Vendor has accepted or confirmed an order in writing, or by the Vendor executing an order for delivery in full or in part.
2. The order confirmation is deemed to accurately and completely reflect the agreement. If the correctness of the contents of a written confirmation is not denied within eight days, the parties shall be bound by it.
3. Any supplementary agreements and/or undertakings made at a later date by the Vendor may only be made by persons who have power of attorney at the Vendor’s company and shall be binding on the Vendor only if they are confirmed by the Vendor in writing or by the Vendor implementing them in full or in part.
4. In the event of delivery in several parts, the agreement as a whole shall be deemed to have been concluded when the first partial delivery is made.
5. For work for which, due to its nature and scope, no offer or order confirmation is sent, the invoice and/or delivery note shall also be regarded as the order confirmation, which shall also be deemed to accurately and completely reflect the agreement.
6. Any and all agreements are entered into by the Vendor under the suspensive condition that the Customer – exclusively at the discretion of the Vendor – is sufficiently creditworthy in regard to the financial performance of the agreement. The Vendor shall inform the Customer if the Vendor makes use of this paragraph.
7. Upon or after entering into the agreement and prior to the performance thereof or prior to continuing its performance, the Vendor is entitled to demand security from the Customer for payment and the fulfilment of other obligations.
8. If it deems this necessary or desirable, the Vendor is authorised to engage the services of others for the proper performance of the agreement, the costs of which shall be passed on to the Customer in accordance with the quotations provided. The above shall take place in consultation, if necessary. The Customer is entitled to terminate the agreement for this reason, subject to payment of that which has already been delivered or performed.
9. Unless special requirements for the products have been defined in writing at the time when the order was placed and these have been explicitly accepted by the Vendor in writing, ordinary commercial quality will be delivered. 

Article 6: Changes in the order
1. Any changes in the original order, of whatever nature made in writing or orally by or on behalf of the Customer, resulting in higher costs than could have been foreseen at the time the quotation was submitted, will be charged to the Customer as additional costs.
2. Any changes in the execution of the order requested by the Customer after it has been placed shall be notified to the Vendor by the Customer in writing and in good time. If such changes are communicated verbally or by telephone, the risk of implementing the changes shall be borne by the Customer.
3. Any changes requested may result in the delivery time agreed prior to the change being exceeded by the Vendor, for which he shall not be responsible. 

Article 7: Prices
1. The prices of the Vendor are without obligation. They are stated excluding value added tax. The Vendor reserves the right to adjust prices if basic costs such as raw materials, energy, labour and suchlike change before the time of delivery. This shall not affect the Customer’s right to terminate the agreement for this reason, subject to payment for work already performed.
2. An agreed price shall be binding on the Vendor only on the explicit condition that the agreed quantity of goods to which the price relates is ordered from the Vendor in its entirety and in one order and is taken delivery of and paid for in accordance with the agreement. 

Article 8: Cancellation
In the event of non-payment of a due and payable debt, a petition for suspension of payments by the Customer, a request for the application of the WHOA (Court Approval of a Private Composition (Prevention of Insolvency) Act) by the Customer, bankruptcy of the Customer or liquidation of the Customer’s company, the Vendor will be entitled to cancel the purchase agreement or the part thereof which still has to be performed, without prejudice to its right to compensation. 

Article 9: Delivery
1. Unless agreed otherwise, the time of delivery shall be the time when the goods leave the Vendor’s warehouse.
2. The Vendor’s obligation to deliver shall be fulfilled by presenting the goods to the Customer once. The receipt signed by the Customer or the person representing him constitutes full proof of delivery.
3. The indication of the delivery time is always approximate, unless explicitly agreed otherwise in writing.
4. The Vendor shall observe the delivery time to the greatest extent possible, but shall only be liable for exceeding it after having been given a reasonable period in which to do so and after the Vendor has been declared to be in default in writing.
5. All freight costs, import and export duties, storage, security and clearance charges, taxes and other levies shall be borne by the Customer.
6. Goods, including those which are delivered carriage paid or which are transported in the name of the Vendor, are transported for the account and risk of the Customer, and the dispatch shall be regarded as delivery. Delivery carriage paid shall only take place if and insofar as this is indicated by the Vendor on the invoice or otherwise.
7. The choice of a means of transport is at the Vendor’s discretion. The Vendor is entitled to store goods which are ready for transport but which cannot be transported to their destination for reasons beyond its control for the account and risk of the Customer and to demand payment for such storage.
8. If part of an order is ready, the Vendor may, at its discretion, deliver that part or wait until the entire order is ready. In the former case, the invoices relating to the partial delivery shall be paid within the payment term specified in these general terms and conditions, unless agreed otherwise with the Customer in writing.
9. If the goods have not been taken delivery of by the Customer after the expiry of the delivery time, they shall be stored and available for the Customer for the Customer’s account and risk.
10. If the Vendor is unable to fulfil its obligations, it shall notify the Customer thereof forthwith, stating the expected period by which the indicated delivery time will be exceeded. 

Article 10: Transport/risk
1. The method of transport, shipment, packaging and suchlike is determined by the Vendor in accordance with commercial practice, unless the Customer has provided the Vendor with further instructions. Any specific wishes of the Customer regarding transport or shipment will only be implemented if the Customer has declared to pay the additional costs thereof.
2. Shipment of goods always takes place for the account and risk of the Customer, even if the carrier demands that a clause be inserted in the consignment notes, transport addresses and suchlike stating that all transport damage is for the account and risk of the sender.
3. Transport is only insured by the Vendor if the Customer has explicitly requested this, at his expense.}
 9. Unless special requirements for the products have been defined in writing at the time when the order was placed and these have been explicitly accepted by the Vendor in writing, ordinary commercial quality will be delivered. 

Article 11: Receipt/Return of goods
1. If the Customer refuses to take delivery of the purchased goods or returns them to the Vendor without the written consent of the Vendor, the Vendor may store the refused or returned goods for the account and risk of the Customer and keep them available for the Customer. No acknowledgement of the correctness of any claims can be derived from this.
2. Returned shipments, which have not been accepted by the Vendor, shall not in any way release the Customer from his payment obligation.
3. With regard to the actual costs arising from and/or in connection with return shipments and the measures taken by the Vendor as a result thereof, the itemised statement of the Vendor shall be binding on the Customer.
4. Return shipments shall be for the account of the Customer, except in the event that they occur as a result of an error of the Vendor. 

Article 12: Retention of title
1. All goods delivered and to be delivered shall remain the exclusive property of the Vendor until all the claims which the Vendor has or acquires against the Customer, including at any rate the claims referred to in Article 3:92(1) of the Dutch Civil Code, have been paid in full.
2. As long as the ownership of the goods has not been transferred to the Customer, the Customer may not pledge the goods or grant third parties any other right thereto. At the Vendor’s request, the Customer undertakes to immediately cooperate with the establishment of a pledge on the claims which the Customer acquires or will acquire on its customers by virtue of the resale of the goods.
3. The Customer shall store the goods delivered under retention of title with the necessary care and as the Vendor’s recognisable property.
4. In the event of non-payment of an amount due, non-compliance or improper/late compliance with any obligation under the agreement, a petition for suspension of payments, bankruptcy, receivership, death or liquidation of the Customer’s business, the Vendor will be entitled, without any notice of default or judicial intervention being required, to cancel the order or the part thereof which has yet to be delivered and to reclaim as its property any goods delivered but not paid in full, taking into account any goods already paid for but without prejudice to its rights to claim compensation for interest, loss of profit or damage. In those cases, any claim which the Vendor has against the Customer shall become immediately due and payable. The costs of retrieving or reclaiming the goods shall be borne by the Customer.
5. The Customer shall immediately inform the Vendor in writing of the fact that third parties are enforcing rights on the goods delivered by the Vendor, insofar as these are not (yet) the Customer’s property, as well as in the event of administration, receivership, liquidation or death.
6. At the Vendor’s request, the Customer shall immediately cooperate with the retrieval of goods delivered subject to retention of title. The Customer shall at all times grant the Vendor free access to its premises to inspect the goods and/or to exercise the Vendor’s rights. 

Article 13: Liability
1. The Vendor shall only be liable for damage in respect of the goods delivered if such damage is the result of an attributable shortcoming or negligence on the part of the Vendor and/or his staff. This liability may, with due observance of the provisions of this article, not exceed the amount paid out in the case concerned under the liability insurance policy taken out by the Vendor. If and insofar as no payment is made under such insurance for whatever reason, the liability shall be limited to the invoice amount charged by the Vendor.
2. The damage referred to in Article 13.1 for which the Vendor is liable up to the maximum amount as referred to above, shall be limited to direct material damage. The Vendor shall never be liable for financial loss and consequential loss.
3. Furthermore, the Vendor shall not be liable for any damage to delivered goods during transport, unless a return shipment is concerned, following an error on the part of the Vendor as referred to in Article 11, Paragraph 4.
4. The Vendor shall not be liable for damage and defects occurring as a result of injudicious, incorrect use of the goods delivered.
5. Any legal claim of the Customer against the Vendor shall become time-barred by the mere lapse of one year after the event giving rise to the claim. 

Article 14: Non-attributable shortcoming
1. A non-attributable shortcoming is taken to mean: a shortcoming which cannot be attributed to the Vendor’s fault and for which it should not be held accountable by virtue of law, legal action or generally accepted practice. Shortcomings as a result of inter alia industrial action, excessive sickness absence of the Vendor’s staff, transport difficulties, extreme weather conditions, fire, government measures, a pandemic, including at any rate import and export bans, quota restrictions and operational failures at the Vendor’s or at its suppliers‘, as well as breach of contract by its suppliers as a result of which Vendor cannot (or can no longer) fulfil its obligations vis-à-vis the Customer, shall be deemed not to be attributable to the Vendor.
2. If, in the opinion of the Vendor, the cause of the non-attributable failure is of a temporary nature, the Vendor will be entitled to suspend performance of the agreement until the circumstance causing the failure no longer exists.
3. If the situation of the non-attributable failure to perform is of a permanent nature, the parties may agree upon an arrangement regarding the dissolution of the agreement and the consequences thereof. 

Article 15: Complaints
1. Complaints shall be reported to the Vendor in writing not later than eight days after receipt of the goods by the Customer or eight days after the Customer could reasonably have become aware of any defects, on pain of forfeiture of all claims. Complaints due to facts noticeable at the time of receipt shall be recorded on the receipt by the Customer.
2. Complaints concerning invoices must be received by the Vendor in writing by registered letter within days14 of receipt by the Customer, on pain of forfeiture of all claims.
3. For the purpose of these provisions, each partial delivery shall be regarded as a separate delivery.
4. The Customer shall not be entitled to return goods for which he has submitted a complaint, without the written consent of the Vendor.
5. The Customer’s right to submit a complaint shall lapse if he does not enable the Vendor to inspect the goods to which the complaint relates in their original state. If the complaint is well-founded, the Vendor shall, at its discretion, either pay a fair amount in compensation up to a maximum of the invoiced value of the delivered goods to which the invoice relates, or replace the delivered goods free of charge in exchange for the return of the originally delivered goods. 

Article 16: Payment/Settlement
1. Unless agreed otherwise in writing, payment shall be made within 14 days of the invoice date, without any deduction or set-off.
2. Every payment made by the Customer shall primarily serve to settle the interest owed by him as well as the collection costs and/or administration costs incurred by the Vendor and shall subsequently be deducted from the oldest outstanding claim. Payments shall first be applied to reduce the costs owed and subsequently to reduce the principal sum.
3. If the Customer remains in default of payment for a partial delivery, the Vendor will be entitled to suspend the other delivery orders still to be performed for the period during which the Customer has failed to pay a due (partial) invoice, without prejudice to the Vendor’s right, after giving notice of default, to terminate the deliveries definitively and to demand payment of everything which is due at such time, without prejudice to the Vendor’s right to compensation.
4. If the Customer:
a) is declared bankrupt, assigns its assets, applies for suspension of payments, requests the application of the WHOA or has all or part of its property attached,
b) dies or is placed under guardianship,
c) fails to comply with any of its obligations under the law or these terms and conditions,
d) fails to pay an invoice amount or part thereof within the stipulated period, or
e) ceases or transfers his business or a significant part thereof, including the contribution of his company to a company to be founded or already existing, or changes the objective of his business, the mere occurrence of one of the circumstances listed above shall entitle the Vendor to either regard the agreement as dissolved without any notice of default or judicial intervention being required, or to demand immediate and full payment of any amount owed by the Customer by virtue of the deliveries made by the Vendor without any warning or notice of default being required, all this without prejudice to the Vendor’s right to compensation for costs, losses and interest. 

Article 17: Interest and costs
1. If payment has not been made within the period specified in the previous article, the Customer shall be in default by operation of law and shall owe 1.5% interest per (part of a) month on the amount still outstanding from the invoice date.
2. All judicial and extrajudicial costs shall be borne by the Customer. The extrajudicial collection costs shall amount to at least 15% of the amount owed by the Customer including the interest referred to above, with a minimum of € 150.-. 

Article 18: Applicable law
Dutch law shall apply to all offers and agreements, including those entered into with Customers residing or established abroad. Applicability of the Vienna Sales Convention is explicitly excluded. 

Article 19: Disputes
1. Any disputes, including those which are only regarded as such by one party, arising from or related to the agreement governed by these terms and conditions, both of a factual and legal nature, shall be decided by the competent court in the jurisdiction where the Vendor is established, to the extent permitted by law.
The provisions of the previous paragraph shall not affect the Vendor’s right to settle the dispute by arbitration or binding advice. Arbitration will take place in accordance with the arbitration rules of NOFOTA in Rotterdam applicable at that time.