General Terms and Conditions (GTC)

for business-to-business transactions

PindaPinda Import Export BV
Torenstraat 37
9671 ED Winschoten
Netherlands

§1 Scope

1. These General Terms and Conditions (GTC) apply to all offers, deliveries, and services provided by PindaPinda Import Export BV (hereinafter “Seller”) to entrepreneurs as defined in §14 BGB (hereinafter “Buyer”).
2. Conflicting or deviating terms of the Buyer shall not apply unless the Seller has expressly agreed to them in writing.
3. These GTC also apply to all future business relationships without the need for a renewed agreement.

§2 Conclusion of Contract

1. All offers of the Seller are non-binding and without obligation.
2. A contract is concluded only through the Seller’s written order confirmation or by delivery of the goods.

§3 Prices and Payment

1. All prices are net, plus applicable VAT, shipping, and packaging costs unless otherwise agreed.
2. Invoices are payable within 14 days from the invoice date without deduction.
3. In case of default, the Buyer shall pay:
   • statutory interest on arrears, and
   • a flat-rate collection fee of EUR 40 in accordance with EU regulations
4. The Seller reserves the right to claim further demonstrable collection and legal costs.

§4 Delivery

1. Delivery is ex-warehouse in the Netherlands unless otherwise agreed.
2. Delivery dates are non-binding unless explicitly agreed as binding.
3. Partial deliveries are permissible if reasonable for the Buyer.

§5 Transfer of Risk

The risk passes to the Buyer once the goods are handed over to the carrier or leave the Seller’s warehouse.

§6 Retention of Title

1. All goods delivered remain the property of the Seller until all claims arising from the business relationship have been fully paid.
2. The Buyer may resell the goods in the ordinary course of business. All claims arising from resale are hereby assigned to the Seller.
3. The Seller is entitled to reclaim the goods in case of default of payment.

§7 Defects and Complaints

1. The Buyer must inspect the goods immediately upon receipt.
2. Apparent defects must be reported in writing within 7 days, hidden defects within 7 days of discovery.
3. For justified complaints, the Seller will at its discretion:
   • replace the goods, or
   • remedy the defect

§8 Liability

1. The Seller is liable only for intent and gross negligence.
2. Liability is limited to the foreseeable, typical damage.
3. Liability for indirect or consequential damages, including loss of profit, is excluded.

§9 Force Majeure

Events of force majeure entitle the Seller to postpone delivery for the duration of the disruption or to withdraw from the contract.

§10 Governing Law and Jurisdiction

1. All contracts are governed exclusively by the law of the Netherlands.
2. The court of the Seller’s registered office in the Netherlands shall have exclusive jurisdiction for all disputes.
3. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

§11 Final Provisions

Should any provision of these GTC be invalid, the remaining provisions shall remain in full force and effect.