Terms and Conditions

Recreatiegroothandel HABA B.V., with its registered office in Maasdland,

registered with the Chamber of Commerce under number 24195208,
hereinafter referred to as: “HABA”.

Article 1 – Applicability

1. These general terms and conditions apply to all offers, quotations, agreements and deliveries by HABA.
2. The other party is referred to as “the buyer”.
3. Deviations are only valid if agreed in writing.
4. The buyer’s general terms and conditions are expressly rejected.
5. Should any provision prove to be invalid, the remaining provisions shall remain in full force.

Article 2 – Quotations and agreements

1. All quotations are subject to change without notice, unless expressly stated otherwise.
2. HABA may revoke acceptance of an offer within 2 working days.
3. An agreement is concluded as soon as HABA confirms an order in writing or actually carries it out.
4. Quotations apply exclusively to the order in question and not to subsequent orders.
5. Obvious errors or mistakes are not binding on HABA.

Article 3 – Prices

1. Prices are fixed upon order confirmation.
2. All prices are:
• exclusive of VAT
• excluding transport, packaging, insurance and other costs
3. Prices are based on cost factors at the time of the agreement.
4. HABA is entitled to pass on price increases.
5. Unless otherwise stated, prices are in euros.

Article 4 – Delivery and delivery time

1. Delivery is Ex Works (EXW) from the HABA warehouse.
2. Delivery times are indicative and never binding deadlines.
3. Exceeding the delivery time does not entitle the customer to terminate the contract or claim compensation.
4. HABA is entitled to:
• make partial deliveries
• to suspend deliveries
• to supply replacement products
5. HABA may refuse delivery if the buyer fails to fulfil previous obligations.
6. If the buyer fails to take delivery of the goods on time:
• they will be stored at the buyer’s risk and expense
• the buyer remains liable for the purchase price
• HABA may sell the goods if necessary

Article 5 – Transport and risk

1. Risk passes to the buyer upon delivery in accordance with Article 4.
2. Transport, even if arranged by HABA, is entirely at the buyer’s risk.

Article 6 – Force majeure

1. HABA shall not be obliged to perform in the event of force majeure.
2. Force majeure is understood to mean all circumstances beyond HABA’s control, including:
• disruptions at suppliers
• transport problems
• strikes, pandemics, government measures
• weather conditions
3. HABA is entitled to suspend or terminate the agreement without being liable for damages.

Article 7 – Packaging

1. Packaging shall be carried out in accordance with standard commercial practice.
2. Disposable packaging will be charged.
3. Reusable materials remain the property of HABA and must be returned.
4. Failure to return such materials will result in the full costs and damages being charged.
5. Any deposit will be refunded upon correct return.

Article 8 – Claims and complaints

1. Visible defects must:
• be reported immediately upon delivery
• and be noted on the transport documents
2. Other complaints must be reported in writing within 8 days.
3. Complaints must be described fully and clearly.
4. Products must remain available for inspection in their original condition.
5. Complaints do not suspend payment obligations.
6. Once the deadline has passed, the delivery shall be deemed to have been accepted.

Article 9 – Liability

1. HABA is liable only in cases of wilful misconduct or gross negligence.
2. Liability is limited to a maximum of the invoice amount (excl. VAT) of the delivery in question.
3. HABA is never liable for:
• consequential damage
• loss of profit
• business interruption
• damage caused by delay
4. Damage caused by transport, use or third parties is excluded.

Article 10 – Payment

1. Payment must be made within 30 days of the invoice date.
2. The buyer shall be in default without notice of default upon expiry of the deadline.
3. From that moment, the following is payable:
• interest at 1.5% per month (or the statutory commercial interest rate if higher)
4. All collection costs shall be borne by the buyer, with a minimum of 15% of the outstanding amount.
5. Set-off or suspension by the buyer is not permitted.
6. HABA may suspend deliveries in the event of late payment.

Article 11 – Retention of title

1. All goods delivered remain the property of HABA until full payment has been made.
2. The buyer may not pledge or encumber the goods.
3. The buyer must store the goods in such a way that they are recognisable as the property of HABA.
4. HABA may reclaim goods in the event of non-payment.
5. The Buyer hereby assigns in advance any claims against third parties to HABA in the event that the goods are resold.

Article 12 – Termination

1. HABA is entitled to terminate the agreement if the buyer:
• fails to fulfil their obligations
• goes into liquidation or applies for a moratorium
2. All claims shall become immediately due and payable.

Article 13 – Warranty

1. HABA provides a warranty only to the extent that it is provided by the manufacturer.
2. The warranty shall lapse in the event of:
• incorrect use
• modification or alteration
• assembly by third parties
3. The warranty does not entitle the holder to compensation.

Article 14 – Applicable law and disputes

1. All agreements are governed exclusively by Dutch law.
2. The Vienna Sales Convention (CISG) is excluded.
3. Disputes shall be submitted to the competent court in the Netherlands, in the district where HABA is established.
4. HABA reserves the right to bring disputes before the court of the buyer’s place of business.

Article 15 – Final provisions

1. In all cases not covered by these terms and conditions, Dutch law shall apply.
2. In such cases, the parties shall act in accordance with the spirit of these terms and conditions.