Terms of Sale

Article 1. General
1. These terms are to be applied on every offer, sale and agreement between seller, supplier, here after to be called: "GDS-Hoofcare", and a party on who GDS-Hoofcare has declared these conditions to be applicable, unless the terms have been granted differently by both parties expressively and in written statements.
2. The terms used are also appropriate for agreements with GDS-Hoofcare, for which a third party has been engaged to act on behalf of GDS-Hoofcare.
3. These terms of sale are also active for any of the employees of GDS-Hoofcare and its complete board of directors.
4. The applicability of any purchase terms or other terms from the other party are explicitly denied.
5. If one or more clauses in this agreement at any moment are declared partially or completely void, then the other clauses in this agreement are still completely applicable. GDS-Hoofcare and the other party will then negotiate with one another to replace the void clauses, hereby trying to aim at achieving the original purpose and tendency of the original clauses. 
6. If there is some doubt about the explanation of one or more clauses of this agreement, then the explanation should be made in 'the spirit' of these terms.
7. In the case that there is a situation between both parties which is not determined by this agreement, then this situation should be dealt with in the spirit of these terms.
8. In the case that GDS-Hoofcare doesn't require the strict rules of these terms, then that doesn't mean that the clauses of these terms are not applicable, or that GDS-Hoofcare in any way would loose the right to demand the strict execution of the terms in this agreement.

Article 2. Offers and tenders

1. All offers and tenders by GDS-Hoofcare are without engagement, unless a term for acceptance has been set in the offer. An offer or tender will lapse if the product on which the offer or tender is applicable is no longer available.
2. GDS-Hoofcare can not be kept to his offer or tender if it is reasonably clear to the other party that the offer or tender, or part of it, contains a clear mistake or slip of the pen.
3. The prices in the offer and tender are excluding VAT and other governmental taxes as are potential costs to be made in the light of this agreement, such as travel costs, hotel expenses, transport costs and administration costs, unless specified otherwise.
4. GDS-Hoofcare is not bound to commit itself to terms added to the acceptance (even if only partially) to the offer or tender that deviate from these terms.
The agreement is then not under the terms of the deviating acceptance, unless GDS-Hoofcare specifies otherwise.
5. A compound price offer does not require GDS-Hoofcare to transact a part of the offer for an equal part of the original price.
Offers or tenders do not automatically count for future orders.

Article 3. Term of contract, delivery terms, executation and change of agreement; price increments

1. The term of the agreement between GDS-Hoofcare and the other party is for an undetermined time, unless the nature of the agreement determines otherwise or when both parties explicitly determine otherwise in writing.
2. If for the completion of determined workmanship or delivery of determined products a term has been agreed or specified, then this is never a fatal term.
At the moment of exceeding a term, the other party should notify GDS-Hoofcare about failing the term in writing. At that time, GDS-Hoofcare should be offered a reasonable term to still execute the agreement.
3. GDS-Hoofcare reserves the right to have some of its activities being performed by third parties.
4. GDS-Hoofcare reserves the right to fullfill the agreement in multiple phases and to invoice the separate parts.
5. In the case that the agreement is performed in separate phases, GDS-hoofcare will be able to delay the next phase until the other party has approved the result of the previous phase in writing.
6. The engagement term does not start before the other party supplies the correct and complete information in the case that GDS-Hoofcare needs extra information from the other party for the execution of the agreement.
7. If it turns out that during the execution of the agreement, in order to get to the desired results of the agreement, it was required to change the rules or to supplement these, then both parties should consult in timely and mutual agreement to change the agreement. There might be consequences for the original agreement if the nature, scope or contents of the agreement, on request of the other party or for other reasons, of the approved agencies etcetera, is changed and the agreement hereby changes in either qualitative or quantitave nature. This may cause the originally agreed price to be either inflated or deflated. GDS-hoofcare will try to give an advance price estimate as much as possible. By a change to the agreement the originally supplied term of execution can be changed. The other party accepts the possibility of changes to the agreement, including change of price and term of execution.
8. When the agreement is changed, including a supplement, GDS-Hoofcare retains the right to first execute the agreement after an acknowledgement by the within GDS-Hoofcare responsible person and an acknowledgement from the other party with the for the execution supplied price and conditions, including the to be determined time of execution.
Not or not immediately executing the changed agreement does not lead to a malperformance from GDS-Hoofcare and cannot be grounds for the other party to cancel this agreement.
9. GDS-Hoofcare is allowed to deny a request to change of the agreement, without compromising the agreement, if this request has qualitative and/or quantitative effects for the for the agreement relavant work or deliverables.
10. If the other party fails to commit to the proper compliance of which he is held responsible on his part of the contract with GDS-Hoofcare, then the other party is liable for any damages (including costs) directly or indirectly in support of GDS-Hoofcare.
11. If GDS-Hoofcare in the contract agrees to a certain price, then GDS-Hoofcare under the following circumstances shall nevertheless be entitled to increase the price even if the price was not subject to specified limits.
- If the price increase is the result of an amendment to the agreement;
- If the price increase results from a GDS-Hoofcare accruing power or a for GDS-Hoofcare required obligation under the law;
- In other cases, provided that the other party not acting in the exercise of a profession or business, is entitled to discontinue the agreement by a written notice if the price exceeds 10% and occurs within three months after closing of the agreement, unless GDS-Hoofcare is then still willing to execute the agreement based on the originally agreed, or if stipulated that the delivery will take longer than three months after the sale.

Article 4 Suspension, dissolution and termination of the contract

1. GDS-Hoofcare has the rights to suspend, delay the fulfillment of the obligations in the agreement, or stop the contract immediately, if:
- The other party does not fully or timely complies with the obligations under the agreement;
- After the closure of the agreement GDS-Hoofcare learns of circumstances giving good ground to fear that the other party will not fulfill its obligations;
- The other party at the closure of the agreement was requested to provide security for the fulfillment of his obligations under the agreement and this security is not provided or insufficient;
- If because of delays on the side of the other party, GDS-Hoofcare no longer can be expected that it shall fullfill the contract at the originally agreed conditions, then GDS-Hoofcare is entitled to terminate the agreement.
- If circumstances arise of such a nature that fulfillment of the contract becomes impossible or that unaltered continuance of the agreement not reasonably could be required from GDS-Hoofcare.
2. If termination of the contract is attributable to the other party then GDS-Hoofcare is entitled to compensation for damages, including costs, directly and indirectly caused.
3. If the agreement is terminated, then any claims of GDS-Hoofcare on the other party are immediately due and payable. If GDS-Hoofcare suspends direct fulfillment of the obligations, then he shall still retain his rights under the law and agreement.
4. If GDS-Hoofcare on the grounds mentioned in this article decides to suspend or terminate the contract, he is in that respect in no way liable for damages and costs as in any manner or damages, while the other party, by virtue of failure, is required to pay for damages or compensation.
5. If the agreement is prematurely terminated by GDS-Hoofcare, then GDS-Hoofcare will in consultation with the other party arrange for transfer of services still to be provided to third parties. This unless the termination is accountable to the other party. Unless the interim end is accountable to GDS-Hoofcare then the cost of transfer are charged to the other party. GDS-Hoofcare, will provide as much as possible advance information concerning the magnitude of these costs. The other party shall pay such costs within the period specified by GDS-Hoofcare, unless otherwise indicated by GDS-Hoofcare.
6. In the event of liquidation, (application of) receivership or bankruptcy of attachment - when and where the seizure has not been lifted within three months- at the expense of the other party, of debt or other circumstances that the other party no longer has the rights to make claims about his capital, it is GDS-Hoofcare free to end the agreement and with immediate effect to terminate or cancel the order or agreement, without any obligation to pay any damages or compensation. The claims of GDS-Hoofcare on the other party in that case are immediately due and payable.
7. If the other party wholly or partially cancels a placed order, then the ordered or ready-made parts, plus the potential supply and delivery costs and the cost of the time it takes to execute, be charged integrally to the other party.

Article 5 Act of God

1. GDS-Hoofcare is not obliged to perform any obligation to the other party if he is being hampered due to a circumstance that is not due to negligence, and by virtue of law, a legal action or generally accepted accounted for comes his account.
2. Force majeure is defined in these terms and conditions, apart from what the law and jurisprudence defines, all external causes, foreseen or unforeseen, which GDS-Hoofcare can not influence but which prevents GDS-Hoofcare to be to fullfill its obligations. GDS-Hoofcare also has the right to invoke force majeure if the circumstance rendering (further) performance of the contract occurs after GDS-Hoofcare should have honored its commitment.
3. GDS-Hoofcare can suspend obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, then each party is entitled to terminate the agreement without any obligation to pay damages to the other party.
4. If GDS-Hoofcare at the time of the force majeure has been partially fulfilled or will fulfill its obligations under the Agreement, and assigns an independent value to fulfill or partially fullfilled, then GDS-Hoofcare is entitled to write a separate bill for the performed or partially performed part. The other party shall pay such invoice as if it were a separate agreement.

Article 6 Payment and collection costs

1. Payment must always be made within 30 days after the invoice date, within the currency of the invoice and the payment method prescribed by GDS-Hoofcare, unless otherwise indicated by GDS-Hoofcare. GDS-Hoofcare is entitled to periodic billing.
2. If the other party fails in the timely payment of an invoice, then the other party is legally failing. The other party then ows an interest. In the case of a consumer the interest is at the statutory rate. In other cases, the other party ows an interest of 1% per month, unless the statutory interest rate is higher, in which case it will be the statutory interest. The interest on the amount due will be calculated from the time the other party is behind until the moment of payment of the full amount owed.
3. GDS-Hoofcare has the right to let the payments made by the other party to stretch in the first place to reduce the costs, then deducting the interest still due and finally to reduce the principal and accrued interest.
4. GDS-Hoofcare, has the right to refuse an offer of payment, without thereby failing contract terms, if the other party assigns another order for the allocation of his payment. GDS-Hoofcare may refuse full payment of principal, if it does not also resolves the cases of open and accrued interest and collection costs.
5. Objections to the amount of a bill do not suspend obligation to fullfill the payment.
6. If the other party fails or omission in the (timely) to fulfill his obligations, all reasonable costs incurred in obtaining settlement out of court are on behalf of the other party. The extra costs are calculated according to what is current in the Dutch collection practice and falls currently under the calculation method II report. If GDS-Hoofcare has made higher costs for collection as has been reasonably necessary, the actual costs will be recoverable. Any judicial and execution costs will also be recovered from the other party. The other party is required to pay interest over the debt collection costs.

Article 7 Ownership reservation

1. All by GDS-Hoofcare delivered goods as part of the agreement remain the property of GDS-Hoofcare until the other party has properly fulfilled all obligations as determined under the agreement(s) with GDS-Hoofcare.
2. Products provided by GDS-Hoofcare, as made pursuant under paragraph 1, may not be resold and must never be used as payment. The other party is not entitled to pledge or otherwise encumber products falling under paragraph 1.
3. The other party is always to do what was reasonably expected of him to keep the property of GDS-Hoofcare secure.
4. If third parties seize these goods delivered under retention of title or rights to establish or exercise, then the Other Party is obligated to immediately notify GDS-Hoofcare.
5. The Other Party is committed to insure and keep insured against fire, explosion and water damage and theft for the property to be delivered, and to show the contract of this insurance on first request to GDS-Hoofcare for inspection. GDS-Hoofcare is entitled to these tokens if there's any payment from insurance. Insofar as needed, the other party commits itself on behalf of GDS-Hoofcare to co-operate with all that in that context was necessary or desirable (turn over).
6. In the event GDS-Hoofcare wants to exercise property rights as is identified in this article, the other party unconditionally and irrevocably give access to enter to GDS-Hoofcare and by GDS-Hoofcare appointed third parties in advance to all the places where property of GDS-Hoofcare is located and allows them to take it back.

Article 8 guarantees, research and advertising

1. The products delivered by GDS-Hoofcare meet the usual requirements and standards that at the time of delivery could be reasonably expected for normal use within the Netherlands. The guarantee mentioned in this article is valid for use within the Netherlands. When outside the Netherlands, then the other party has to verify itself if its use is suitable for use there and whether they meet the conditions required. GDS-Hoofcare is allowed to apply other warranty and conditions in respect of the supplied products or work to be undertaken.
2. The guarantee as mentioned in paragraph 1 of this Article is valid for a period of one year after delivery, unless the nature of the delivered goods or service demamds otherwise or if both parties have agreed otherwise. If the by GDS-Hoofcare guarantee is on a product which was produced by a third party, then the guarantee is limited to those provided by the manufacturer of the product, unless otherwise indicated. If the warranty period has expired, all costs for repair or replacement, including administration, postage and transport costs, will be charged to the other party.
3. Any kind of guarantee will lapse if a defect is caused by or resulting from improper or inappropriate use or use after the expiry date, improper storage or maintenance by the other party and / or third party when, without the written permission of GDS-Hoofcare, if the other party or parties have made changes to the product or have tried to connect other products that should not be connected or if they were processed or modified differently as prescribed. The other party is not entitled to warranty if the defect is caused by or arising from circumstances where GDS-Hoofcare has no effect on, including weather conditions (such as but not limited to, extreme temperatures or rainfall), etcetera.
4. The Other Party is obliged to (have) investigate the delivered product or service immediately at the moment that it was made available and the relevant activities have been carried out. It is the responsibility of the other party to investigate whether the quality and / or quantity of delivered product(s) corresponds to what was agreed and meets the requirements of what the parties thereto have agreed. Any defects should be reported within two months after discovery in writing to GDS-Hoofcare. The report should contain a detailed description of the defect, so that GDS-Hoofcare is able to respond adequately. The other party should give GDS-Hoofcare the opportunity to research (have research) a complaint.
5. If the other party complains in a timely manner, it will not allow him to suspend its payment obligation. In that case, the other party remains also required to accept and pay for other products ordered, unless it has no independent value.
6. If a defect is reported later, then the other party is not entitled to repair, replacement or compensation, unless the nature of the case or other circumstances of the case results in a longer term.
If it is determined that a case is flawed and this claim has been lodged on time, then GDS-Hoofcare will the defective, within a reasonable time after the return receipt thereof, or, if return is not reasonably possible

Article 9 Liability

1. In the case that GDS-Hoofcare can be hold liable, then this liability is limited to what is arranged in these terms.
2. GDS-Hoofcare is not liable for damage of whatever nature created by GDS-Hoofcare because of incorrect or incomplete data supplied by the other party.
3. GDS-Hoofcare is only liable for direct damage.
4. Direct damage is limited to:
- The reasonable costs of determining the cause and extent of the damage, where the establishment of the damage relates to damage under these conditions;
- Any reasonable costs incurred for poor performance of GDS-Hoofcare to conform to the Agreement, as far as GDS-Hoofcare is attributal to these costs;
- Reasonable costs incurred to prevent or minimize damage, if the other party can show that these costs have led to the limitation of direct damage as referred to in these conditions.
5. GDS-Hoofcare is never liable for indirect damages, including consequential damages, lost profits, lost savings and damage due to termination of business or other similar stagnation. In the case of a consumer this restriction extends does not go beyond those permitted under paragraph 2 of Article 7:24 BW.
6. If GDS-Hoofcare should be liable for any damage, then the liability of GDS-Hoofcare is limited to a maximum of three times the invoice value of the order, at least for that part of the order which the liability relates.
7. The liability of GDS-Hoofcare is always limited to the amount of the benefit of its insurance company, as appropriate.
8. The limitations of liabililty in this article do not apply if the damage is due to intent or gross negligence of GDS Hoofcare or its senior subordinates.

Article 10 Limitation period

1. Notwithstanding the statutory limitation periods, all claims and defenses against GDS-Hoofcare and by GDS-Hoofcare contracted third parties are limited by one year maximum.
2. Paragraph 1 shall not apply to legal claims and defenses which are based on facts which would justify the assertion that the goods delivered to the agreement would not answer. Such claims and defenses barred from running for two years after the Other GDS-Hoofcare of such non-compliance has informed.

Article 11 Transfer of Risk

1. The risk of loss, damage or loss of value is transferred to the other party at the moment when the product or products involved are in the possession of the other party.

Article 12 Indemnification

1. The other party indemnifies GDS-Hoofcare for any claims made by third parties in connection with the implementation of the agreement for damages suffered and whose cause are attributable to others as GDS Hoofcare.

2. If GDS-Hoofcare is addressed accordingly by third parties, then the other party is expected to assist GDS Hoofcare 
and immediately do for that party in that case of what can be expected both outside and in law. 
If the other party fails to take adequate measures, then GDS-Hoofcare, without notice, is entitled to do so themselves. All costs and damages created on the part of GDS Hoofcare and third parties, are for the account and risk of the other party.

Article 13 Intellectual property

1. GDS-Hoofcare reserves the rights and powers for which he is entitled under the Copyright and other intellectual laws and regulations. GDS Hoofcare has the right to use at his side increased knowledge for other purposes by the execution of the agreement where this is not strictly confidential information of the other party to the notice of third parties.

Article 14 Applicable law and disputes

1. Only Dutch laws apply for all legal relationships with GDS-Hoofcare being one party, even if a contract wholly or partly is implemented abroad or if the legal relationship concerned for the other party is domiciled abroad. The applicability of the CISG is excluded.
2. The parties will only appeal to the courts after they've tried to the utmost to solve a dispute by mutual consultations.

Article 15 Location and change of policy

1. These conditions are registered with the Chamber of Commerce in Tilburg
2. At all times, the last registered version is what applies or the version valid at the time of committing into the legal relationship with GDS-Hoofcare.
3. The Dutch text of the general conditions always determine its interpretation. The english translation of this text should only be used as a guideline. We have tried to translate this text as accurate as possible.