Intimate Distribution supplies to customers only to the following agreements, which the customer acknowledges as a basis for every delivery of Intimate Distribution as such. If the customer requires the delivery to differing agreements, Intimate Distribution is entitled to reject the requested delivery. Deviating agreements must always be confirmed by Intimate Distribution in order to be effective.
All Intimate Distribution offers are subject to approval and are subject to interim sales. Deliveries shall be made in accordance with the operational conditions of Intimate Distribution; Partial deliveries are permitted. Agreed delivery and collection times are only approximate; Exceeding dates do not entitle customers to reject the delivery. Unforeseen delivery impediments, such as, Eg copyright-related bans on delivery, manufacturing or delivery problems with Intimate Distribution or its suppliers, Eg due to force majeure, traffic disturbances, strike, lockout, Intimate Distribution also entitle to delivery after the absence of the supply impediments. Claims for damages on the part of the customer due to default or non-fulfillment can only be asserted if Intimate Distribution can be proven gross negligence or intent.
Intimate Distribution is entitled, in the case of delivery impediments, to supply the customer in whole or in part later or to withdraw from the contract with the customer in whole or in part. If INTIMATE DISTRIBUTION is not able to supply Intimate Distribution within 3 months after expiry of the agreed delivery period, Intimate Distribution shall be entitled to assert any price increases that have occurred. If the customer declares in writing before the delivery in writing, Intimate Distribution can withdraw from the contract in whole or in part. Compensation claims of the customer are excluded.
The deliveries are made at the respective daily rates of Intimate Distribution, based on the day of delivery, subject to the following discounts:
Net price value
The daily prices are ex-warehouse Netherlands excluding packaging, postage, transport insurance and costs for special shipping and payment methods plus VAT in the amount applicable on the day of delivery.
Invoices are payable net immediately upon receipt.
The customer can only claim cash discount if this is specifically agreed and no other invoices from Intimate Distribution are unpaid. See point 11.
If the Customer is in default of payment, Intimate Distribution shall be entitled to interest on arrears from the 31st calendar day following the date of the invoice, amounting to 3% above the respective discount rate of the ING Bank, but at least 15% pa Intimate Distribution shall also be in the event of default shall be entitled to make further deliveries to the customer subject to a prior cash payment or to terminate all or part of the deliveries. Checks are only accepted by Intimate Distribution subject to the crediting of the check amount. In this case, all expenses and costs the Intimate Distribution are to be replaced by the customer. If checks are not accepted, all invoices from Intimate Distribution are due for immediate payment. This also applies to non-executed or revoked direct debit orders. If the court’s settlement or bankruptcy proceedings are opened over the customer’s assets or if a substantial deterioration occurs in the customer’s financial situation which jeopardizes the payment claims of Intimate Distribution, all invoices are immediately due and the customer loses the right to resell them and is obliged to immediately return the non-paid deliveries to Intimate Distribution. The receipt of payments to Intimate Distribution with a liberating effect is only allowed with staff who are signed by the Managing Director of Intimate Distribution
All deliveries are made unfree in professional and commercial packaging, the customers are charged at cost price. Intimate Distribution is entitled to conclude a transport insurance at the expense of the customer in the case of deliveries with a value of more than 1500, – €, even without an express order from the customer. The dispatch is always at the risk of the customer. Any deliveries which have not been delivered must be indicated by the customer within 14 days of receipt of invoice from Intimate Distribution.
If the delivery of the order is damaged by the customer, he / she is obliged to return the damaged delivery to the Intimate Distribution in the original packaging; otherwise, he / she loses all claims to Intimate Distribution regarding defect removal, replacement delivery or rescission.
The customer has to check all deliveries upon receipt for their regularity. Minor or incorrect deliveries as well as possible defects can only be submitted in writing to Intimate Distribution within 5 days after receipt of the goods. Unrecognized defects must be submitted to Intimate Distribution within 6 months after receipt of the goods. Delayed complaints are not considered. In the case of DVDs, medicinal products and aids, the warranty of Intimate Distribution is limited to recognizable defects only. Exchange and return are only permitted with prior written agreement.
Intimate Distribution reserves the title to all delivered goods until the payment of all future claims arising from the business relationship with the customer. The customer may sell the conditional goods in the normal business operation, in return for cash payment or under retention of title, in favor of Intimate Distribution; he is not entitled to other dispositions, in particular to surrender and pledge.
The customer already assigns his claims from the resale of the reserved goods with all additional rights to Intimate Distribution, which accepts this assignment. In the event that the reserved goods are sold by the customer together with other goods not belonging to Intimate Distribution at a total price, the assignment shall be made only to the amount that Intimate Distribution has charged the customer for the reserved goods sold.
In the event that the customer’s receivables from the resale are included in a current account, the customer herewith also assigns his receivables from the current account to his customer as well as to Intimate Distribution, which also accepts this assignment. The assignment shall be made in the amount of the amount which Intimate Distribution has calculated for the reserved goods which have been sold. In the event of a default of payment by the Customer against Intimate Distribution or in the event of a material deterioration of its assets (negative information, etc.), Intimate Distribution shall be entitled to demand the immediate release of the reserved goods. The customer shall grant Intimate Distribution access to the reserved goods still in possession. The customer has to store the reserved goods separately from other goods, to label them as Intimate Distribution delivery under retention of title, to submit to each order and to provide a list of the reserved goods. Intimate Distribution shall be entitled to sell or auction the goods without prior notice. The reserved goods were credited to the proceeds, minus the costs incurred. If the value of the hedge exceeds the amount of the claims of Intimate Distribution by more than 20%, Intimate Distribution will, in this respect, release the hedging at its option at the customer’s request.
The customer shall notify Intimate Distribution immediately of the access of third parties to the conditional goods or claims assigned to the Intimate Distribution in writing and to support Intimate Distribution in any way during the intervention. The costs are borne by the customer.
Any disposition of supplies and any other marking which may be regarded as a mark of origin of the customer or a third party or which might appear to be special products is prohibited without the prior written permission of Intimate Distribution.
Intimate Distribution shall be entitled to store or process data of the customer – whether they originate from the customer or third parties – within the meaning of the Data Protection Act.
Place of performance and jurisdiction for all disputes is Alkmaar – Netherlands.
Should individual provisions of this contract be or become ineffective, or should gaps prove to be necessary, the parties are obligated to agree on an effective settlement which is closest to the intended economic purpose instead of the ineffective provision or the filling of the gap. This shall not affect the effectiveness of the other agreements.
Payment domestic: Bank collection- transaction- Abroad: In advance or special agreement.