1. These terms of delivery are applicable to all offers, quotations and agreements done by Philamunt and all contracts resulting therefrom.
2. Deviations from these terms of delivery can only occur in writing and are only applicable in regard to the specific agreements to which the deviations are related.

1. All Philamunt offers/quotations are without obligation and can be rescinded at any time, even if they include a time period for acceptance. Offers/ quotations can also be rescinded by Philamunt in writing within three working days after receipt of acceptance, in which case no agreement has come into being between parties.
2. Offers/quotations can only be accepted in writing; Philamunt nevertheless has the right to accept a verbal acceptance as if this was done in writing.
3. For offers & quotations for goods to be specially manufactured for Buyer, Philamunt reserves the right on delivery to increase or reduce the quantities ordered by Buyer with a maximum margin of 10% and at the same time to directly charge for this, if this is necessary for commercial or technical reasons.

1. All prices applied by Philamunt are based on the known price determining factors at the time of issuing of the offer/quotation.
2. Philamunt is always permitted to immediately change the prices if a legal price-determining factor gives cause for this.
3. For orders below an order amount of € 30.00, postal charges of € 2.50 are added to the invoice. For orders between € 30.00 and € 100.00 postal charges of € 7.00 are added to the invoice. For all orders above € 100.00 no postal charges are charged.

1. Philamunt is entitled at any time to request a guarantee from Buyer regarding the correct and timely observance of his payment commitments.
2. If the delivery takes place in parts, then each part can be invoiced separately by Philamunt, unless otherwise agreed to in writing with Buyer in question. All goods will only be delivered after the amount to be paid by the buyer is credited to our account, or is settled nett in cash.
3. Philamunt is always entitled to charge for the costs of agreed additional work as intended in section 2 of these terms of delivery and to produce invoices for them.
4. The payment terms are nett cash within fourteen days after the date of the invoice. If however ‘monthly invoicing’ is agreed to, the applicable payment terms are nett cash within eight days. Under ‘monthly invoicing’ is understood that during a calendar month the buyer can purchase objects from Philamunt, for which Philamunt invoices at the end of every calendar month.
5. If Buyer does not pay within this period of time, Philamunt has the right, without a proof of default being required, to charge Buyer the Dutch legal interest over the entire amount due from the expiry date without prejudice to Philamunt's further future rights. 
6. All legal costs, as well as the non-legal collection costs, which are made by Philamunt in order to bring about observance of Buyer's obligations, are at the expense of Buyer. When the collection is put into the hands of a lawyer, the expenses will be calculated according the current lawyer rates, which are determined and published by the General Council of the Law Society. 
7. All payments must be made to a bank or Giro account number in the Netherlands as indicated by Philamunt. 
8. Payments made by Buyer always serve in settlement of all owed interest and costs and subsequently of the claimable invoices that are outstanding the longest; even if Buyer states that the payment refers to a later invoice. 
9. Clearance by Buyer is not allowed, unless Philamunt has completely and unconditionally acknowledged the counterclaim in writing.

1. In all cases, the actual registered office of Buyer applies as the delivery location, unless agreed to otherwise in writing, or the location of the branch at which the contract made.
2. The specification of delivery times in offers/ quotations, confirmations and/or contracts are made to the best of our knowledge and these will be complied to as much as possible, but they are never to be considered as a final delivery date.

1. Buyer is obliged to enable Philamunt to execute the delivery.
2. Buyer guarantees at his own expense and risk that the ordered goods or services are received;

1. Under ‘consignment on approval’ is understood the delivery of goods for viewing, with the objective for Buyer to visualize and test the goods he an interest in.
2. The consignment on approval will be invoiced to Buyer, on the understanding that crediting takes place if, within thirty days after delivery of the consignment on approval, Buyer announces in writing that he does not wish to keep the consignment on approval and after the consignment on approval is returned free to Philamunt in good condition in its original packaging. Damaged and/or lost consignments on approval will not be credited.
3. Goods that do not belong to the standard assortment of Philamunt, which are specifically purchased for a Buyer (‘outside collection’ goods) can never be considered as consignment on approval.

1. Irrespective of whatever is agreed to between Philamunt and Buyer regarding transportation costs and insurance, the goods remain Philamunt's risk, until such time as power of disposal has actually been transferred to Buyer or third parties appointed by Buyer through the signing of dispatch notes, sign-off lists and/or packing lists. 
2. As soon as the actual power of disposal for the goods, in accordance with that defined under paragraph 1, is transferred to Buyer or to third parties appointed by Buyer, Buyer is obliged to adequately insure these goods against theft, damage, destruction and such like.

1. The ownership of the goods delivered by Philamunt to Buyer does not transfer to Buyer till Buyer has settled all that Philamunt may have or will have a claim to on account of all sales contracts with Buyer and services or activities carried out as part of them.
2. Notwithstanding that which is defined in paragraph 1, Buyer is authorized to use the goods that he has received from Philamunt within the framework of his normal business activities.
3. Buyer is never authorized, in any way, to encumber and/or to loan out and/or to part with goods delivered under reservation of title.

1. Buyer should examine if the delivered goods or services provided comply with the agreement.
2. Buyer cannot make any claim that the delivered goods or services provided do not comply with the agreement, if he neglects to perform this examination or has not informed Philamunt in writing within the hereafter stated period of time.
3. Visible defects should be reported in writing to Philamunt within three working days after the delivery or the carrying out of the services in question. 
4. Hidden defects should be reported in writing immediately after Buyer has discovered them, but at the latest three months after delivery and/or service.
5. With the exception of consignments on approval as meant in section 7, goods under complaint may only be returned with the explicit prior agreement of Philamunt and should be provided with the original packing and return slip. Return shipments must be post-paid in all cases. Philamunt reserves the right to demand the goods in question be sent to an address provided by Philamunt.
6. With regard to ‘outside collection' goods, as intended in section 7 paragraph 3, Philamunt will only grant the above-mentioned permission if those ‘outside collection’ goods are damaged or otherwise defective or are unusable.
7. In the case that, in Philamunt's opinion, valid and properly submitted complaints are made Philamunt is obliged, as she sees fit and taking into account the interests of Buyer and the nature of the complaint, to either:
• replacement/ exchange of the delivered goods or carried out services, or;
• granting of a price discount.
8. The right to claim lapses if the delivered goods are no longer in the condition they were in when they were delivered.
9. Claims about invoices must be submitted in writing within eight working days after the date of posting of the invoices.

1. The liability of Philamunt towards Buyer for direct damage in the case of non-performance, non-timely performance or an unsound performance is limited to the nett invoice value of the goods or services in question, such however to a maximum amount of € 25,000.00.
2. The restriction stated in paragraph 1 also applies if Philamunt is held responsible by Buyer for direct damage for other reasons than the agreement entered into by them.
3. In the case of direct damage, however caused and in any form whatsoever, Philamunt is never liable.
4. The restriction of liability does not apply if it is a matter of wilful misconduct or gross negligence of the Philamunt's senior and lower management.
5. Philamunt is never liable with regard to materials put at the disposal of Philamunt by Buyer in relation to the agreement. Buyer is obliged to take out an adequate insurance with regard to the materials.

1. Buyer indemnifies Philamunt, insofar as the law allows this, with regard to liability towards one or more third parties, which arises from and/ or is related to the execution of the agreement, irrespective of whether the damage is caused by Philamunt or by her assistants(s) or delivered goods or services.
2. Likewise Buyer indemnifies Philamunt, insofar as the law allows this, with regard to the responsibility towards third parties in relation to any infringement of intellectual rights of ownership of these third parties, arising as a result of the order given to Philamunt by Buyer pursuant to the agreement.
3. Buyer takes responsibility for an adequate insurance with regards to the risks described in paragraphs 1 and 2 above.
4. Buyer is always obliged to do everything possible to limit the damage.

If there is a question of unforeseen circumstances that are of such a nature that Buyer may not expect compliance from Philamunt in reasonableness and fairness, the court can, at the request of one of the parties, entirely or partly dissolve the agreement.

Philamunt is permitted to keep all goods that Philamunt holds from Buyer, until Buyer has met all his obligations towards Philamunt, whereby the goods in question have a direct or sufficient adequate relationship. Should goods that fall under this right become outside Philamunt's control, than Philamunt is entitled to demand these goods, as if they are themselves the owner.

In case one of the parties does not fulfil his obligations towards the other party, be it applying for a moratorium or being in a state of bankruptcy, the other party has the right to annul, in writing, the agreement made by both parties without the requirement of further proof of default or legal intervention, or to suspend the fulfilment of the obligations, undiminished other legal rights accruing to him.

1. If nonetheless, Philamunt has to recognize or by a Dutch court in a lawsuit it is determined through a decision inadmissible for appeal, that some goods supplied by Philamunt do indeed infringe on the rights of third parties such as referred to here, Philamunt will replace the goods in question by goods that do not infringe on the right in question or obtain relevant license rights, or take back the goods in question against repayment of the price paid, less the depreciations, considered normal, without being bound to further compensation.
2. Buyer loses, however, the right to the performances, mentioned in paragraph 2, if he has not informed Philamunt as such in time and in full about the claims of third parties as referred to before in this section, as a consequence of which Philamunt was not able to defend her rights in question properly.

Buyer is not permitted to assign rights and obligations, resulting from the agreement, to third parties, without written permission from Philamunt.

1. Modifications in these Terms of Delivery or supplements thereof, are only valid insofar as these have been agreed in writing.
2. In case of nullity of one or more terms in these Terms of Delivery the remaining terms will still be valid.
3. Parties will confer on the invalid terms, in order to effect a substitute settlement, in such a fashion that the agreement is preserved.

1. All disputes, including those disputes that are considered as such by just one of the parties, which might exist between Philamunt and Buyer as a result of an agreement or further agreement made by Philamunt with Buyer, will be subject to the judgment of the ordinary judge in the place where Philamunt has its registered office, barring the competence of parties to provoke a decision from the Presiding Judge of the District Court, administering justice in summary proceedings. 
2. For legal claims by Philamunt the Cantonal Judge of the place of registered office or the district of Buyer is also competent.
3. If one of the parties considers a dispute to be existing and wants to bring it before a court, he will have to inform the other party in writing defining the dispute.

The Dutch law always applies to agreements made by Philamunt when adopting these Terms of Delivery.