Duijts Retail Group B.V.
Version: 30 June 2025
In these General Terms and Conditions of Purchase and Delivery, the following definitions apply:
DRG: Duijts Retail Group B.V., with its registered office in Ede and registered with the Chamber of Commerce under number 09102562, and/or its affiliated companies;
Consumer: a natural person who is not acting in the exercise of a profession or business;
Customer: any party to whom DRG supplies goods and/or services, or has agreed to supply goods and/or services, as well as any party that has given DRG any other type of assignment;
Agreement: all agreements between DRG and the Customer regarding the development, production, import and export, and trade in products, as well as the maintenance of product inventories for delivery, all in the broadest sense of the word, whether or not in the form of an offer accepted by the Customer from DRG, as well as all other assignments given to DRG by the Customer, and all acts or legal acts related to the foregoing.
These General Terms and Conditions apply to all offers and quotations made by DRG, to the Agreement, and to all (legal) acts performed in connection with the foregoing.
By placing an order, accepting an offer, or concluding an Agreement, the Customer unconditionally accepts these General Terms and Conditions.
The Customer’s own general terms and conditions are expressly excluded from applicability.
In the event that the content of the Agreement deviates from these General Terms and Conditions, the content of the Agreement shall prevail.
If one or more of the provisions in these General Terms and Conditions are not legally valid, the validity of the remaining provisions shall remain unaffected. In such a case, the parties shall replace the invalid provision in mutual consultation with a valid provision that, as far as possible, reflects the purpose of the invalid provision.
DRG is entitled to amend or supplement these General Terms and Conditions. The Customer hereby accepts any such amendments or supplements in advance. Amendments or supplements shall enter into force at a time to be announced by DRG or as soon as they have been communicated to the Customer. If the Customer is a Consumer, the Customer is entitled to terminate the Agreement in this case.
All offers and quotations from DRG are without obligation and may be revoked at any time, even if they contain an acceptance period.
Oral promises or offers made by representatives or other employees of DRG, and oral promises or offers made by third parties engaged by DRG, are binding on DRG only if and to the extent they have been confirmed in writing by DRG.
If the Customer is acting in the course of a profession or business, articles 6:227b(1) and 6:227c of the Dutch Civil Code do not apply.
Offers, quotations, and prices provided by DRG do not automatically apply to new or subsequent assignments from the Customer, unless the parties explicitly agree otherwise in the Agreement.
An Agreement between DRG and the Customer is concluded after written confirmation by the Customer of DRG’s written offer or after written acceptance by DRG of a written order or assignment from the Customer.
In the absence of a confirmation as referred to in Article 4.1, the invoice from DRG shall in any case be deemed to constitute order or assignment confirmation.
An acceptance by the Customer of an offer or (other) proposal sent by or on behalf of DRG, or a confirmation thereof, which deviates from DRG’s previous offer or proposal, shall be considered a rejection of that previous offer or proposal and as a new offer which does not bind DRG. Contrary to Article 6:225(2) of the Dutch Civil Code, this also applies if the acceptance deviates from DRG’s offer only on minor points.
Any amendment and/or partial or complete cancellation of an order by or at the request of the Customer may only take place with the prior written consent of DRG and under the condition that all costs already incurred by DRG are fully reimbursed by the Customer. In the event of amendment and/or (partial) cancellation at the request of the Customer, DRG is entitled to charge the associated (additional) costs to the Customer and to reschedule the delivery time.
Samples and/or descriptions of products provided in brochures, quotations, promotional materials and/or on DRG’s website are as accurate as possible but are for indication purposes only. No rights may be derived from them by the Customer.
Every price quotation by DRG is entirely without obligation, unless expressly agreed otherwise in writing.
Prices agreed between DRG and the Customer are exclusive of VAT.
Changes in factors that can affect the agreed prices, such as the purchase price of products or raw materials, exchange rates, taxes, import and export duties, transport costs, insurance premiums and other government levies, may be passed on by DRG to the Customer. The Customer is bound to the increased price and is not entitled to dissolve the Agreement, unless the Customer is a Consumer.
If DRG’s offer is based on data provided by the Customer and these data prove to be incorrect or incomplete, or if they change afterwards, DRG is entitled to adjust the prices and/or delivery terms specified in the offer accordingly.
All invoices from DRG must be paid within the agreed payment term, and if no payment term has been agreed, within 14 calendar days after the invoice date, without deduction or setoff by the Customer. To the extent the Customer is a Consumer, the Customer is entitled to pay DRG’s invoice wholly or partly by setoff.
If the Customer fails to pay within the term specified in Article 6.1, the Customer shall be in default by operation of law, and DRG shall be entitled, without prior notice of default, to charge statutory (commercial) interest from the due date of the invoice as referred to in Article 6:119(a) of the Dutch Civil Code.
Any Customer who is not a Consumer must pay all judicial and extrajudicial costs incurred by DRG as a result of the Customer’s failure to fully and timely meet its obligations under the Agreement, for example, by failing to pay a DRG invoice on time. The extrajudicial costs (including reasonable compensation for time spent by DRG on collection) are set at 15% of the principal amount due, with a minimum of €500.
A Customer who is not a Consumer is not entitled to suspend its payment obligations towards DRG.
DRG is entitled to demand advance payment or security from the Customer in connection with the fulfillment of the Customer’s financial obligations under the Agreement before proceeding with (partial) deliveries. Pending this, DRG is entitled to suspend the performance of the Agreement in whole or in part.
Delivery times agreed between DRG and the Customer are indicative and are not strict deadlines. Exceeding the agreed delivery time does not constitute a breach of contract by DRG.
If DRG has explicitly agreed a strict deadline for certain activities and fails to meet its obligations in time, the Customer must give DRG written notice of default and allow a reasonable period of at least thirty (30) calendar days to fulfill its obligations.
If delivery is delayed due to changes in the Agreement or due to (late) delivery of items ordered by DRG from third parties, the agreed delivery period under the Agreement with the Customer shall be extended accordingly to the extent necessary.
The delivery time is also extended by the period during which the Customer is in default regarding the fulfillment of any obligation under the Agreement, including the obligation to pay (in advance) and/or to provide security, without prejudice to DRG’s right to dissolve the Agreement in accordance with Article 17.
DRG is entitled to deliver goods in (partial) installments. These installments may be invoiced separately to the Customer.
Unless otherwise agreed in writing, the risk for sold goods passes to the Customer from the moment they leave DRG’s warehouse.
If the parties have agreed in writing that DRG will arrange transport of the sold goods, the Customer must provide shipping instructions to DRG at least five working days before the agreed delivery date.
Loading and unloading, as well as transport of the sold goods, are – unless otherwise agreed in writing – for the account and risk of the Customer. DRG is not required to recover damages from third parties on behalf of the Customer.
If the Customer arranges transport, the Customer is obliged to collect (or have collected) the purchased goods immediately, but in any case within three working days, after DRG has notified the Customer that the goods are ready for collection. If the Customer is unable to collect the goods on time, DRG is entitled to store the sold goods at its own discretion and at the Customer’s expense and risk.
DRG shall perform the Agreement to the best of its ability, taking into account the legitimate interests of the Customer. DRG does not guarantee the achievement of any intended result or outcome. If the intended result or outcome is not achieved, this does not release the Customer from its obligations to DRG.
DRG shall not be required to commence delivery of goods or performance of work until all necessary data and items are in its possession and any agreed (advance) payment has been received. Any delays resulting from this shall result in a proportional adjustment of the agreed delivery terms.
If, for whatever reason, the Customer fails to accept (timely) delivery of the goods or services offered for delivery under the Agreement, all costs incurred in vain by DRG as well as additional costs for transport, custody, and storage, shall be borne by the Customer.
The Customer is required to cooperate with DRG in the delivery of the agreed products and to provide all relevant data necessary or potentially necessary for the execution of the Agreement in a timely manner.
The Customer guarantees to DRG the accuracy, completeness, and reliability of the data provided to DRG, even if these data are provided via a third party. DRG is entitled to rely on the data provided. The Customer indemnifies DRG for any consequences and/or damage resulting from incorrect and/or incomplete data.
DRG is entitled, at its discretion and without prior consent from the Customer, including for its own promotional purposes, to use images of all works designed and/or documents produced by DRG on behalf of the Customer.
DRG ensures that the agreed deliveries are carried out properly and in accordance with the standards applicable in its sector, but does not provide any further warranty regarding these deliveries than what has been expressly agreed in writing between the parties.
DRG warrants the usual normal quality and soundness of the delivered goods during the warranty period.
If a warranty has been issued by the manufacturer or supplier for the goods delivered by DRG, that warranty shall apply equally between the parties. DRG will inform the Customer about this.
No claim under warranty is possible as long as the Customer has not paid the agreed price for the goods.
In the event of a justified claim under the warranty, DRG shall, at its discretion, provide repair or replacement of the goods free of charge, or provide a refund or discount on the goods.
Packaging intended for multiple use remains the property of DRG. The Customer may not use such packaging for any purpose other than its intended use.
DRG decides whether the packaging must be returned by the Customer or whether DRG will collect it, and at whose expense this will occur.
DRG is entitled to charge the Customer a fee for this packaging. If the packaging is returned by the Customer within the agreed period, DRG shall take back the packaging and refund the fee or set it off against the fee the Customer must pay for packaging on a subsequent delivery. DRG always has the right to deduct 10% handling costs from the amount to be refunded or set off.
If the packaging is damaged, incomplete, or lost, the Customer is liable for such damage and forfeits the right to a refund of the fee.
If the damage as referred to above exceeds the charged fee, DRG is not obliged to take back the packaging. DRG is then entitled to charge the Customer the cost price of the packaging, less the fee already paid by the Customer.
DRG is not obliged to take back packaging intended for single use and may leave it with the Customer. Any disposal costs shall then be borne by the Customer.
DRG shall retain ownership of all goods it supplies until the Customer has paid all amounts owed to DRG under the Agreement and/or other Agreements, including interest and costs.
The Customer is obliged to store the goods delivered by DRG separately from other items at its own expense in such a way that the goods delivered by DRG can immediately be identified as DRG’s property.
Before ownership of all delivered goods has passed to the Customer, the Customer is not entitled to rent, dispose of, lend, pledge or otherwise encumber the goods to third parties. The Customer may only sell, deliver, or process the delivered goods if necessary in the ordinary course of its business. In the event of onward delivery of goods supplied by DRG in the ordinary course of the Customer’s business, a non-possessory pledge is established in favor of DRG on those goods in advance as security for the fulfillment of all DRG’s claims against the Customer at the time of the establishment of the pledge or in the future.
If the Customer fails to pay on time, DRG is entitled, at its discretion and regardless of where the goods are located, to retrieve the goods subject to retention of title at the Customer’s expense. The Customer is obliged to fully cooperate.
The Customer is required to check the quantity and type of goods delivered as well as the packaging for any shortages and/or defects immediately upon receipt.
Complaints regarding quantities, types, and packaging of delivered goods must be immediately noted by the Customer on the transport document or delivery note.
Complaints from the Customer regarding the incorrect or incomplete performance of the Agreement or regarding (in)visible defects must be submitted to DRG in writing within five (5) working days of the date the goods were received. If such complaints are from a Customer who is a Consumer, they must be submitted to DRG in writing within eight (8) calendar days of the date the services were (to be) delivered, and in the case of goods, within two (2) months after discovering that the goods allegedly do not conform to the Agreement. If the complaint is not received by DRG within this period, the Customer’s right to invoke incorrect or incomplete performance of the Agreement lapses.
The Customer must describe the complaint clearly and precisely. Submitting a complaint does not relieve the Customer of its payment obligations.
If DRG considers a complaint to be justified, DRG has the option to repair or replace the delivered goods or services, or, if repair or replacement is not possible, to offer the Customer a refund or a discount on the goods or services, after which DRG will take back the delivered goods.
If the Customer returns the delivered goods without permission as referred to in Article 14.5, shipment and storage of the goods are at the Customer’s expense and risk.
The use or resale of the goods constitutes acceptance by the Customer.
A complaint as referred to in this article does not entitle the Customer to suspend its (payment) obligations to DRG and/or to invoke setoff.
DRG is not liable for any damages suffered by the Customer, including but not limited to death or personal injury, consequential damages, business losses, loss of profit, and/or losses due to business interruption, regardless of whether such damages are caused by DRG itself and/or by entities acting on behalf of DRG, unless the damage is the result of intent or deliberate recklessness solely by DRG’s executive management.
DRG is not liable to a Customer for defects discovered after delivery.
DRG is not liable for any damage suffered by the Customer as a result of actions by or on behalf of the Customer contrary to the instructions received from or on behalf of DRG.
DRG is not liable for any damage suffered by the Customer as a result of a production defect in a good not manufactured by DRG itself but supplied to the Customer by third parties under the Agreement. In the event of damage caused by such a production defect, the Customer must address the original supplier.
DRG is not liable for any damage suffered by the Customer as a result of information or documents not prepared by DRG itself (including instruction manuals) but supplied by third parties for the benefit of the Customer under the Agreement. In the event of damage caused by such information or documents, the Customer must address the third party.
DRG is not liable for damage caused as a result of an instruction or direction from the Customer.
The Customer must report the damage suffered as soon as possible, but no later than five (5) calendar days after the damage occurred or became known, in writing to DRG. Damage not reported within this period is not eligible for compensation. All statutory claims of the Customer against DRG in connection with the provision of services shall in any case become time-barred after one (1) year from the date on which the relevant obligation became due under the Agreement or the damaging event occurred. In the case of the delivery of goods, all statutory claims of the Customer against DRG shall become time-barred after two (2) years from the date on which the Customer has complained to DRG as referred to in Article 14.
A Customer who is not a Consumer shall indemnify DRG against all third-party claims, regardless of the grounds, in connection with the goods or services supplied by DRG to the Customer, unless and insofar as the Customer proves that there is no connection between the third-party claim and the Agreement.
Notwithstanding the provisions of this Article, DRG’s liability, on any grounds whatsoever, is limited to the amount paid by the Customer under the Agreement, up to the amount paid or reimbursed in the relevant case by DRG’s liability insurer.
All intellectual property rights relating to the goods are vested in DRG. Without prior written consent from DRG, the Customer is not permitted to reproduce, publish, or copy the goods in whole or in part.
The Customer may only trade goods originating from DRG under the brand, logo, trade name, and according to the specifications under which the goods were supplied to the Customer. The Customer may not alter the quality of goods purchased from DRG, including labeling, printing, and instructions.
The Customer indemnifies DRG against claims from third parties based on any intellectual property right or rights equivalent thereto with regard to the delivery of goods manufactured by DRG at the request and/or instruction of the Customer.
The Agreement does not constitute a transfer of intellectual property rights as part of the delivery of goods or services to the Customer or the associated documents.
All information originating from DRG that can be considered confidential by DRG shall not be disclosed. The Customer is required to impose the obligation of confidentiality on its employees or third parties acting on behalf of the Customer in the performance of the Agreement.
The confidentiality obligation in Article 17.1 does not apply insofar as disclosure is required by law or a binding decision of a court or government agency.
In the event of force majeure (as referred to in Article 6:75 of the Dutch Civil Code) on the part of DRG, the performance of the Agreement shall be wholly or partially suspended for the duration of the force majeure situation, without DRG being obliged to pay the transaction price or any other compensation to the Customer or a third party.
If, during the performance of the Agreement, it appears that it has become impossible to perform, either as a result of circumstances unknown to DRG or due to force majeure (including fire, natural disasters, epidemics, war, and strikes), DRG shall not be obliged to pay the transaction price or any other compensation to the Customer or a third party. In such a case, DRG shall consult with the Customer regarding an amendment to the Agreement so that its performance is possible. DRG will inform the Customer of any consequences for the agreed prices and/or tariffs and/or the agreed (delivery) deadlines.
If it is reasonably expected that the force majeure situation will last longer than three (3) months, or has already lasted more than three (3) months, the Customer may terminate the Agreement with immediate effect and without judicial intervention by registered letter, without the Customer being entitled to compensation as a result of this termination.
Only DRG and the Customer who is a Consumer may suspend the performance of the Agreement in whole or in part or dissolve the Agreement in whole or in part by written notice without judicial intervention in the event that:
DRG or the Customer fails to fulfill any of its obligations under the Agreement and/or these General Terms and Conditions;
DRG or the Customer applies for or is granted suspension of payment, or the Customer is declared bankrupt;
DRG or the Customer is placed under guardianship or administration;
the business of DRG or the Customer is sold or dissolved;
permits required for the performance of the Agreement are revoked; or
a substantial part of the business assets of DRG or the Customer is seized.
All (future) claims of DRG against a Customer who is not a Consumer in the situations described in Article 19.1 shall become immediately due and payable in full.
Without the prior written consent of DRG, the Customer may not assign its rights and obligations under the Agreement or its performance to third parties.
DRG is entitled to engage persons other than those affiliated with DRG for the performance of the Agreement to the extent desirable for performance. The Customer is bound by the conditions agreed by DRG with such third parties. DRG is not liable to a Customer who is not a Consumer for damages resulting from acts or omissions by such third parties.
The invalidity of any provision of the Agreement and/or these General Terms and Conditions does not affect the validity of the other provisions of the Agreement and/or these General Terms and Conditions.
If and to the extent that any provision of the Agreement and/or these General Terms and Conditions is invalid or, according to the principles of reasonableness and fairness, unacceptable under the circumstances, a provision shall apply between the parties that is acceptable given all the circumstances.
The legal relationship between DRG and the Customer is governed exclusively by Dutch law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
All disputes between DRG and the Customer shall be settled by the District Court of Gelderland, Arnhem location, the Netherlands.
The Dutch text of these General Terms and Conditions is the only authentic text. In the event of any discrepancies between the text of these General Terms and Conditions and a translation thereof in the English language, the Dutch text shall prevail.