The following terms and conditions govern the services and the products of the private company with limited liability D-SPLICER, located in Amsterdam, The Netherlands and registered at the Chamber of Commerce under number 59785322:

1.    DEFINITIONS

The following words shall mean:

• Conditions: the terms and conditions set out in this document
• Contract: any (written) agreement between the Customer and D-SPLICER  for the sale and purchase of the Products .
• Customer: the party that enters into a Contract with D-SPLICER or informs about the services and Products of D-SLICER
• Products : the goods that the Customer agrees to purchase from D-SPLICER.
• Price: the price for the Products excluding VAT, carriage, packing, shipping costs and insurance
• Working Day: Monday to Friday excluding public holidays

2.    APPLICATION OF TERMS

a. The Contract shall be on these Conditions to the exclusion of any other terms and conditions.
b. Any order for Products from the Customer shall be deemed to be an offer to purchase the Products subject to these Conditions.
c. No terms or conditions endorsed upon, delivered with or contained in D-SPLICER’s purchase order, confirmation of order, specification or other document shall form part of the Contract. The Conditions shall not be varied unless any agreement to vary is recorded in writing and signed by D-SPLICER and Customer .
d. No order placed by the Customer will be accepted by D-SPLICER until D-SPLICER has sent to the Customer acknowledgement and acceptance of the order. Upon D-SPLICER sending the acknowledgement and acceptance of the order, D-SPLICER and the Customer will have a binding Contract between them.
e. The Customer warrants that all the details in the order are complete and accurate.

3.    THE PRODUCTS

a. The Customer acknowledges to have entered into the Contract as a result of inspection or knowledge of the Products and not in reliance upon any description given by D-SPLICER. The Products that D-SPLICER sells are rigging products and tools that should be used by experienced riggers in order to splice thin yachting ropes

b. All drawings, descriptive matter, specifications and advertising issued by D-SPLICER are issued or published for the sole purpose of giving an approximate idea of the Products described in them and shall not form part of the Contract.

4.    DELIVERY OF THE PRODUCTS

a. Unless otherwise agreed in writing by D-SPLICER, the Products shall be delivered to the Customer.

b. Any date and time for delivery specified by D-SPLICER for delivery of the Products is intended to be an estimate and is not and shall not be made of the essence of the contract and is not to be interpreted as a deadline.

c. The delivery time does not start until all required information is provided to D-SPLICER by the Customer.

d. If no date is so specified, delivery shall be within a reasonable time.

e. D-SPLICER shall not be liable for any loss (including any loss of profit), costs, damages, charges or expenses caused directly or indirectly by any delay in making the Products, even if caused by negligence on the part of D-SPLICER.

5.    TITLE AND RISK

a. Title and ownership to the Products shall not pass from D-SPLICER to the Customer until D-SPLICER has received the Price in full together with all other sums payable by the Customer to D-SPLICER.

b. Until title and ownership in the Products has passed, the Customer shall hold the Products and each of them as bailey on behalf of D-SPLICER and on a fiduciary basis retain the Products separate from its other merchandise and possessions; and keep the Products identifiably separate.

c. The Products shall be at the risk of D-SPLICER up until delivering the Products to the Customer an thereafter they shall be at the risk of the Customer.

6.    PAYMENT

a. All invoices are payable without discount of any kind in Euros within 14 days of the date of the invoice and in no circumstances may the Customer make any deduction or withhold payment for any reason at all.

b. If the Customer fails to pay the invoice by the due date and without prejudice to any rights of D-SPLICER, the Customer shall:
– forfeit any discount given in that invoice or in any other way agreed; and
– pay statutory interest on any overdue amount from the date on which payment was due to the date of actual payment (whether before or after judgment) and reimburse to D-SPLICER all costs and expenses (including legal costs) incurred in the collection of any overdue amount.

c. The Customer shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid.

d. Until D-SPLICER is in possession of cleared funds, the Customer shall not be deemed to have made a payment.

e. If the Customer does not make payments as required, D-SPLICER may terminate the Contract.

7.       QUALITY & WARRANTY

a. D-SPLICER warrants that the Products shall be:

– of satisfactory quality within the meaning of Dutch laws and legislation; and
– reasonably fit for their purpose.

b. When the Customer is acting as a national/local distributor for D-SPLICER, it is and will remain the responsibility of this Customer to ensure that the Products and all other aspects involved – such as for instance, but not solely its packaging – are in accordance with national laws and legislation.

c. The Customer is obliged to check the Products directly upon arrival. If there are Products missing or damages are detected, the Customer is required to report this in writing to D-SPLICER immediately. In consultation with D-SPLICER the Product(s) will be returned in the original state. If the Customer renounces this obligation, no warranty will be effective.

d. The warranty does not apply when the Customer or a third party modifies, changes, repairs or fixes the Products and/or when the Products are not used, treated or handled in conformity with their purpose and applicable instructions.

e. If any of the Products do not conform with the warranty in condition, D-SPLICER can:
– carry out repairs to the Products;
– replace the Products or any defective part; or
– refund the price of such Products.

8.      LIMITATION OF LIABILITY

a. D-SPLICER shall not have any liability to the Customer for any loss or damage of any nature arising from any breach of any express or implied warranty or condition of the Contract or any negligence, breach of statutory or other duty on the part of D-SPLICER or in any other way out of or in connection with the performance or purported performance of or failure to perform the contract.

b. D-SLICER’s liability arising out of or related to this agreement will  never exceed the total cost of the Products of the applicable order. Liabilities limited by the preceding sentence include, without limitations, liability for negligence.

c. In no event will D-SLICER be liable for any consequential, indirect, special, incidental or punitive damages, regardless of the form of action, whether in an agreement, tort, strict product liability or otherwise, even if advised of the possibility of such damages and even if the damages were foreseeable.

d. D-SPLICER shall not be liable for any defect arising from any design or specification provided or made by D-SPLICER or if any adjustments, alterations or other work has been done to the Products by any person except D-SPLICER.

e. D-SPLICER shall not be liable where any Products are lost or damaged in transit. All claims by the Customer shall be made against the carrier.

9.      ASSIGNMENT

a. D-SPLICER may sub-contract the performance of any of its obligations under the Contract to any parent, subsidiary or associated Company but the sub-contracting shall not relieve it of any liability under the Contract.

b. D-SPLICER and the Customer shall not assign, delegate or otherwise deal with all or any of their rights and obligations under the Contract.

10.    FORCE MAJEURE

If the performance of the Contract or any obligation under it is prevented, restricted, or interfered with by reason of circumstances beyond the reasonable control of D-SPLICER and given prompt written notice to the Customer, D-SPLICER shall be excused from the performance to the extent of the prevention, restriction, or interference, but D-SPLICER shall use its best endeavors to avoid or remove the causes of non-performance and shall continue performance under the contract with the utmost dispatch whenever the causes are removed or diminished. If the period of force majeure continues for longer than 30 Working Days, both parties have the right to terminate the Contract, without the obligation to pay damages or other forms of compensation. If D-SPLICER has partially delivered in compliance with the Contract, the Customer is obliged to pay the Price for the part of the order that has been delivered.

11.    INTELLECTUAL PROPERTY

The names, website, images and logos identifying D-SPLICER and the Products are subject to copyright, design rights and trademarks of D-SPLICER. Nothing contained in these terms shall be construed as conferring by implication, estoppel or otherwise any licence or right to use any trademark, patent, design right or copyright of D-SPLICER.

12.    GENERAL

a. If there is any conflict between these terms and specific terms appearing elsewhere  – for instance in the Contract – then the latter shall prevail.

b. Each right or remedy that D-SPLICER has under the Contract is without prejudice to any other right or remedy that may exist.

c. In the event that any provision of the Contract is declared by any judicial or other competent authority to be void, void able, illegal, or otherwise unenforceable or if an indication to that effect is received by either the Customer or D-SPLICER from any competent authority, the Customer and D-SPLICER shall amend that provision in such reasonable manner as achieves the intention without illegality.

d. If D-SPLICER:
– fails or delays to exercise any right or remedy, it shall not operate as a waiver of it; and
– partially exercises any right or remedy, D-SPLICER shall not be precluded from further exercising the right, remedy or other power.

e. Any waiver of a breach of any provision of the Contract shall not:
– be deemed to be a waiver of any subsequent breach or default; and
– affect the other terms of the Contract.

f. If any of these terms are determined to be illegal, invalid or otherwise unenforceable by reason of the laws of any state or country in which these terms are intended to be effective, then to the extent and within the jurisdiction in which that term is illegal, invalid or unenforceable, it shall be severed and deleted from these terms and the remaining terms shall survive, remain in full force and effect and continue to be binding and enforceable.

g. These Conditions, may be changed from time to time by written agreement. Charges and payment terms and all other provisions may be changed by D-SPLICER immediately upon notice.

h. Except when otherwise provided, all notices and other communications shall be in writing.

13.    GOVERNING LAW AND JURISDICTION

a. These Conditions shall be governed by and interpreted in accordance with Dutch laws.

b. The parties submit all their disputes arising out of or in connection with their Contract or these Terms and Conditions to the exclusive jurisdiction of the Courts of Amsterdam, the Netherlands.

TERMS & CONDITIONS D-SPLICER B.V. (January 2014)