Terms and Conditions

General Terms and Conditions HB Sports B.V.

Private Company with Limited Liability HB Sports (hereinafter: HB Sports) is registered with the Chamber of Commerce under number 68346964 and is located at Stegemanweg 15 (7418HL) in Deventer.

Article 1 - Definitions

In these general terms and conditions, the following terms are used with the meaning stated below, unless expressly indicated otherwise:

Company: The natural or legal person acting in the exercise of a profession or business.
Customer: the Company that enters into an Agreement (at a distance) with the Seller.
Seller: the provider of Products to the Customer, hereinafter: HB Sports.
Offer: Any Offer to the Customer for the supply of Products by the Seller in the form of an agreement or contract, or a quotation.
Products: the products sold by HB Sports.
Agreement: the (purchase) Agreement aimed at the sale and delivery of Products purchased by the Customer from HB Sports.
Partner Agreement: The agreement being a (yearly) contract between the Customer, also referred to as exclusive partner, which includes the conditions such as prices, delivery dates, payment terms, and other arrangements.

Article 2 - Applicability

These general terms and conditions apply to every Offer from HB Sports and every Agreement between HB Sports and a Customer, and to every Product offered by HB Sports.
Before an Agreement (at a distance) is concluded, the Customer will be provided with these general terms and conditions. If this is reasonably not possible, HB Sports will indicate to the Customer how the Customer can inspect the general terms and conditions.
The applicability of any (other) general or (purchase) terms and conditions of the Customer is expressly rejected. Only the general terms and conditions of HB Sports apply.
Deviation from these general terms and conditions is in principle not possible. In exceptional situations, deviation from the general terms and conditions may be allowed if this has been explicitly agreed upon in writing with HB Sports.
These general terms and conditions also apply to additional, modified, and subsequent Agreements with the Customer.
If one or more provisions of these general terms and conditions are partially or wholly void or are annulled, the remaining provisions of these general terms and conditions will remain in effect, and the void/annulled provision(s) will be replaced by a provision with the same tenor as the original provision.
Ambiguities regarding the content, explanation, or situations not regulated in these general terms and conditions must be assessed and explained in the spirit of these general terms and conditions.

Article 3 - The Offer

All offers made by HB Sports are non-binding, unless expressly indicated otherwise in writing. If the Offer is limited or subject to specific conditions, this will be explicitly stated in the Offer. An Offer can be made both orally and in writing.
HB Sports is only bound by the quotation if the Customer confirms its acceptance in writing within thirty (30) days. Nevertheless, HB Sports has the right to refuse an Agreement with a potential Customer for a reason deemed valid by HB Sports.
The Offer contains a description of the Product offered. The description is sufficiently detailed to enable the Customer to make a proper assessment of the Offer. Apparent mistakes or errors in the Offer are not binding on HB Sports. The images and specific data in the Offer are only an indication and cannot be grounds for any compensation or dissolution of the Agreement (at a distance). HB Sports cannot guarantee that the colours in the image exactly match the actual colours of the Product.
Delivery times in quotations from HB Sports are indicative and do not entitle the Customer to dissolution or compensation in case of exceeding them, unless expressly agreed otherwise.
A composite price quotation does not oblige HB Sports to deliver a part of the goods included in the offer or quotation against a corresponding part of the stated price.
Offers or quotations do not automatically apply to repeat orders. Offers and quotations are only valid as long as stocks last, and according to the "first come, first served" principle.
HB Sports has the right to refuse placed orders or specified orders without stating reasons. Such refusal does not entitle the Customer to compensation or any other compensation for the refusal of the order.

Article 4 - Conclusion of the Agreement

The Agreement is concluded at the moment the Customer has accepted an Offer from HB Sports in writing (electronically).
If the Customer has accepted the Offer by concluding an Agreement with HB Sports, HB Sports will confirm the Agreement with the Customer in writing.
If the acceptance deviates (on subordinate points) from the Offer included in the quotation or invoice, HB Sports is not bound by it. The Customer must fully meet the quotation or invoice, unless the Customer can demonstrate that otherwise was agreed.
HB Sports is not bound by an Offer if the Customer could reasonably have expected or should have understood or ought to have understood that the Offer contains an obvious mistake or error. The Customer cannot derive any rights from this mistake or error.
Agreements or Contracts can only be entered into by authorized personnel, employees, or contracted persons of HB Sports who are authorized to represent and have a written power of attorney.
The right of withdrawal does not apply.
If the Customer cancels the placed order or the specified order entirely or partially, the Customer must compensate the full payment mentioned in the Agreement or the Offer.

Article 5 – Obligations of the Customer

The Customer shall not make changes to the Products or the packaging of the Products without prior written permission from HB Sports.
The Customer is entitled to resell the Products to business customers and/or consumers in the country of establishment.
The Customer is entitled to sell the Products online in the country of establishment, unless the brands of HB Sports apply other conditions that limit this right.
The Customer shall ensure that the business customers of the Customer do not sell Products online or physically from a sales area across the national borders of the Customer without prior written permission from HB Sports.
The Customer is solely responsible for checking and complying with the laws of the country of establishment regarding the Products.

Article 6 - Long-term Transactions

A Customer may only terminate an Agreement of indefinite duration that aims at the regular delivery of Products with due observance of a notice period of 180 days and the cancellation rules agreed upon for this purpose.
The termination of the aforementioned Agreement can be terminated by the Customer in the same manner as it was entered into by the Customer.
An Agreement for a definite period for the regular delivery of Products automatically ends after the last delivery.
If an Agreement lasts longer than one year, the Agreement may be terminated by the Customer at any time after one year, with due observance of a notice period of a maximum of 90 days, unless termination before the end of the agreed term is not justifiable in reasonableness and fairness.

Article 7 - Orders

The Customer will place the orders for Products in writing, by e-mail, by telephone, via the portal, or via the website with HB Sports. Each order, unless there is a Partner Agreement, must at least state:
- the date of sending the order;
- the type of Products being ordered;
- the quantity of Products being ordered;
- the place of delivery;
- the desired delivery date of the Products;
- a reference number.
If HB Sports accepts the Customer's order, HB Sports will confirm this to the Customer by e-mail within five working days of receipt of the order. If HB Sports does not send a written confirmation of acceptance of the order to the Customer within the period mentioned above, the order is deemed to have been refused.
If the content of the written acceptance referred to in the previous paragraph deviates from the content of the order form, the Customer will be bound by the content of the written acceptance, unless the Customer points out the deviation by e-mail within two working days after the acceptance was sent by HB Sports.

Article 8 - Execution of the Agreement

HB Sports will execute the Agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
If and insofar as required for the proper execution of the Agreement, HB Sports has the right to have certain work performed by third parties at its own discretion.
The Customer ensures that all data, which HB Sports indicates are necessary or which the Customer should reasonably understand to be necessary for the execution of the Agreement, are provided to HB Sports in a timely manner. If the necessary data are not provided in time, HB Sports has the right to suspend the execution of the Agreement and/or to charge the additional costs resulting from the delay.
HB Sports may request security from the Customer, or full advance payment, before proceeding with the execution of the Agreement.
HB Sports is not liable for damage of any nature whatsoever caused by HB Sports relying on incorrect and/or incomplete data provided by the Customer, unless this inaccuracy or incompleteness was known to HB Sports.
The Customer indemnifies HB Sports against any claims from third parties who suffer damage in connection with the execution of the Agreement and which is attributable to the Customer.

Article 9 - Delivery

Delivery is generally made from the production facility or the warehouse of HB Sports, based on Ex works (HB Sports delivers the Products by making them available to the Customer in the warehouse) unless expressly agreed otherwise.
All agreed (completion) delivery terms are never fatal terms. The Customer must give HB Sports a written notice of default and grant it a reasonable period to still be able to (complete) deliver. The Customer is not entitled to any compensation due to the resulting delay.
The Customer is obliged to take delivery of the goods at the moment they are made available to him under the Agreement, even if they are offered to him earlier or later than agreed.
If the Customer refuses to take delivery or is negligent in providing information or instructions, HB Sports is entitled to store the goods at the expense and risk of the Customer.
HB Sports is entitled to charge any transport, insurance, packaging, and shipping costs, unless agreed otherwise in writing.
If it is agreed that delivery and placement must take place on the Customer's premises, this is entirely at the risk of the Customer.
If the Product is in stock and delivery is on schedule, HB Sports will deliver the Product to the address provided by the Customer within one week, subject to (extraordinary) circumstances.
HB Sports is entitled to deliver the goods in parts, unless this has been deviated from by Agreement. HB Sports is entitled to invoice the goods delivered in this way separately.
Deliveries are only executed if all invoices have been paid, unless otherwise expressly agreed.
HB Sports reserves the right to refuse delivery if there is a well-founded fear of non-payment.

Article 10 - Packaging and Transport

HB Sports undertakes to properly package and secure the goods to be delivered.
Unless agreed otherwise in writing, all deliveries are made exclusive of value-added tax (VAT), including packaging and packaging material (with the exception of returnable packaging for which a deposit is charged).
Accepting goods without any remarks or objections on the consignment note or receipt serves as proof that the packaging/emballage was in good condition at the time of delivery.
Every Customer is deemed to be in possession of any required import and/or payment permits. The absence or withdrawal of these permits does not release the Customer from the obligation to take delivery of the goods.
The risk of 'molest' (damage caused by war violence or insurrection) is always borne by the Customer.
If delivery is to be made via direct supply from abroad, the risk of (not proper, timely, and/or no) delivery is entirely and fully borne by the Customer.

Article 11 - Import and Export Restrictions

The Customer understands that the Products may be subject to the import and export control of the country where the delivery address is located. The Customer must comply with all applicable laws and regulations regarding import and export control.
The Customer indemnifies HB Sports upon first request against any damage and/or loss that HB Sports suffers as a result of the Customer's non-compliance with the laws and regulations concerning import and export control.

Article 12 - Advice

The advice, plans, reports, etc., drawn up by HB Sports are not binding and are only advisory in nature. The Client decides for himself and on his own responsibility whether to follow the advice.
The advice provided by HB Sports, in whatever form, can never be regarded as binding advice.
The quality of the service provision depends on external factors, such as the quality, accuracy, and timely provision of necessary information and data by the Client. The Client is responsible for the quality and the timely and correct provision of the necessary data and information.

Article 13 - Inspection, Complaints

The Customer must examine whether the quality and quantity of the delivered goods comply with the Agreement.
The Customer is obliged to investigate how the Product should be used. HB Sports accepts no liability for the incorrect use of the Product by the Customer, nor for incorrect advice given by the Customer to his clients.
Any visible defects or shortages must be reported to HB Sports in writing within 10 days of delivery. In case of damage to the Product due to careless handling by the Customer, the Customer is liable himself.
If there is a defect, the Customer will receive a replacement Product or a credit note after HB Sports has established and approved the defect.
Returns are only accepted if they have been approved by HB Sports and are provided with a return number.
If the Customer exercises his right to complain, he is not entitled to suspend his payment obligation nor to set off outstanding invoices.
Complaints are not possible if the Customer had wrong or different expectations of the Product in question.

Article 14 - Prices

The prices of the Products offered will not be increased, except in the event of changes in VAT rates, price changes at third parties/suppliers, or changes in raw material prices or currency fluctuations. In these cases, HB Sports is entitled to increase the agreed price accordingly.
The prices stated in the Offer are exclusive of VAT. Shipping and any transport and packaging costs and administration costs are not included in the price, unless otherwise agreed.
Price increases are possible after the conclusion of the Agreement, but not before three months have passed, unless they are increases pursuant to law and regulations.
Price increases resulting from additions and/or changes to the Agreement are at the expense of the Customer.

Article 15 - Payment and Collection Policy

Payment must be made within 30 days of delivery unless otherwise agreed. Objections to the amount of the invoices do not suspend the payment obligation.
If the Customer does not meet his/her payment obligation within the set payment term of a maximum of thirty (30) days, the Customer is in default.
From the date the Customer is in default, HB Sports will claim the statutory (commercial) interest and compensation for extrajudicial costs.
If the Customer provides an incorrect or invalid VAT number, HB Sports has the right to subsequently charge the VAT to the Customer and to report fraud.

Article 16 - Retention of Title

All Products delivered by HB Sports remain the property of HB Sports until the Customer has fulfilled all following obligations from all concluded Agreements.
The Customer is not authorized to pledge or encumber the Products subject to the retention of title in any other way.
If HB Sports wishes to exercise its ownership rights, the Customer already gives unconditional and irrevocable permission to HB Sports to enter all places where HB Sports's properties are located and to take those goods back.
HB Sports has the right to keep the purchased Product(s) under its control if the Customer has not yet (fully) fulfilled his payment obligations.

Article 17 - Warranty

HB Sports guarantees that the Products comply with the Agreement and the specifications stated in the offer, usability, and/or soundness.
Any warranty must be explicitly agreed upon in writing. Product warranties never extend beyond what is provided by the manufacturer.
The Customer can only rely on the warranty given by HB Sports if the Customer has fully fulfilled his payment obligations.
If the Customer rightfully invokes an agreed warranty, HB Sports is obliged to repair or replace the delivered item free of charge.

Article 18 - Suspension and Dissolution

HB Sports is authorized to suspend the fulfillment of the obligations or to dissolve the Agreement if the Customer does not or does not fully comply with the (payment) obligations from the Agreement.
HB Sports is authorized to dissolve the Agreement(s) without judicial intervention in the event of bankruptcy, suspension of payment, shutdown, or liquidation of the Customer's Company.
If the Agreement is dissolved, the claims of HB Sports on the Customer are immediately due and payable.

Article 19 - Limitation of Liability

The liability of HB Sports is limited to the costs charged in connection with the Agreement up to a maximum of the order value once. The liability is in any case limited to the damage amount that the insurance company pays out a maximum per event per year.
HB Sports is not liable for consequential damage, indirect damage, business damage, loss of profit, and/or suffered loss.
HB Sports is not liable for damage resulting from (physical) injury sustained by the Customers and third parties due to the use of the Products. The Products should only be used in accordance with the manufacturer's terms of use.
All claims by the Customer due to shortcomings by HB Sports lapse if they are not reported in writing and with reasons to HB Sports within six months after the Customer was aware or reasonably could have been aware of the facts.

Article 20 - Transfer of Risk

The risk of loss or damage to the Products transfers to the Customer at the moment the goods leave HB Sports's production factory or warehouse. Even if the goods are brought into the power of the Customer and/or third parties, the risk has transferred to the Customer.

Article 21 - Force Majeure

HB Sports is not liable if it cannot fulfill its obligations due to a force majeure situation.
Force majeure includes: force majeure of suppliers, defective equipment, government measures, power and internet outages, natural disasters, war and terrorist attacks, general transport problems, and strikes in the Company of HB Sports.
The parties can suspend the obligations. If this period lasts longer than two months, each of the parties is entitled to dissolve the Agreement, without the obligation to compensate for damages.

Article 22 – Intellectual Property Rights (IP Rights)

All IP rights and copyrights of HB Sports rest exclusively with HB Sports and are not transferred to the Customer unless otherwise agreed.
The Customer is prohibited from disclosing, reproducing, modifying, or making available to third parties all documents to which HB Sports's IP rights apply without express prior written permission from HB Sports.
The Customer is prohibited from using the Products to which HB Sports's intellectual property rights apply differently than agreed in the Agreement.

Article 23 – Product Usage Regulations

Customers of Products must follow the regulations and instructions of HB Sports.
HB Sports explicitly rejects all liabilities and claims from the Customer and/or third parties who have sustained (physical) injury due to the use of the Products. The Products must only be used in accordance with the instructions for use.

Article 24 – Confidentiality

HB Sports and the Client commit to confidentiality of all confidential information obtained in the context of an assignment. They also impose the obligation of confidentiality on the third parties they engage.

Article 25 – Privacy, Data Processing, and Security

HB Sports handles the Customer's (personal) data with care and will only use it in accordance with the privacy statement. Information security complies with agreed specifications and a level that is not unreasonable given the state of the art.

Article 26 – Complaints

Complaints about the service or Products must be reported in writing as soon as possible, but no later than 10 days after the relevant occasion, with the subject line “complaint”.
HB Sports will respond substantively as soon as possible, but no later than 21 working days after receiving the complaint.
The parties will try to reach a solution jointly.

Article 27 – Applicable Law

Dutch law applies to every Agreement between HB Sports and the Customer. The applicability of the Vienna Sales Convention is expressly excluded.
In case of interpretation, the Dutch text of these general terms and conditions is decisive. HB Sports has the right to unilaterally amend these general terms and conditions.
All disputes will be settled by the competent court of the Overijssel District Court, unless mandatory law leads to the jurisdiction of another court.

Deventer, October 30, 2024