STANDARD TERMS AND CONDITIONS OF SALE, DELIVERY, AND PAYMENT for the private company with limited liability SCANDIA GEAR EUROPE B.V. whose registered office and place of business is located in Spijkenisse filed with the Rotterdam Chamber of Commerce on 26 July 2016.

  1. Clause 1 - Definitions
    1. the “Standard Terms”: the Standard Terms and Conditions of Sale, Delivery, and Payment as set out below.
    2. “Scandia”: the users of these Standard Terms, the private company with limited liability Scandia Gear Europe B.V., whose registered office is located in Spijkenisse and whose place of business is established at no. 31 Lorentzweg in Spijkenisse, which is entered in the trade register of the Rotterdam Chamber of Commerce under file number 58622969.
    3. the “Buyer”: any natural or legal person who receives from Scandia an offer for the sale and delivery of goods and/or services and/or places an order for these with Scandia and/or concludes a contract with Scandia for the sale and delivery of goods and/or services.
    4. the “offer”: the offer made by Scandia to the Buyer exclusively in writing, under which Scandia declares itself willing in a given instance or on a given occasion to sell and to deliver any good and/or any service subject to certain conditions.
    5. the “order”: the written order placed by the Buyer for the delivery of goods and/or services.
    6. the “order confirmation”: the written confirmation from Scandia to the Buyer for the delivery of goods and/or services, as a result of which a contract is formed between Scandia and the Buyer.
  2. Clause 2 – Scope
    1. These Standard Terms govern all offers made by Scandia, all orders placed by the Buyer with Scandia, and all contracts formed between Scandia and the Buyer, as well as all commitments, of any nature whatsoever, further to or arising from these.
    2. Additions and/or amendments to and/or departures from these Standard Terms will only take effect if and to the extent that Scandia and the Buyer have agreed to them in writing.
    3. An addition and/or amendment to and/or departure from any provision(s) of these Standard Terms as referred to in subclause 2.2 will in no way affect the applicability of the other provision(s) of these Standard Terms.
    4. The applicability of these Standard Terms rules out that of any other terms and conditions, whatever they may be called, in particular those of the Buyer.
    5. Provided they do not conflict with these Standard Terms, any of the Buyer’s terms and conditions will apply only after Scandia has given notice of its acceptance of them in writing to the Buyer. Scandia’s Standard Terms will supersede the Buyer’s at all times, even if the Buyer’s terms and conditions contain a similar provision.
  3. Clause 3 – Offers and product information
    1. All offers and price quotes made by Scandia are without engagement, unless explicitly stated otherwise in writing.
    2. All price lists, brochures, and other details accompanying an offer are without engagement, unless Scandia actually states prices in its offer or declares prices applicable to the offer.
    3. The price quotes apply to delivery ex Scandia warehouse in Spijkenisse, exclusive of value added tax and other taxes and/or levies (government-imposed or other).
    4. While Scandia makes every effort to ensure that details and information, given in both its print and online publications, are accurate at the time of issue, full technical specifications are not necessarily included. Furthermore, because of Scandia’s commitment to continuous improvement in product design and development, the right is reserved by Scandia to alter design details and product information as the need arises. Accordingly the Buyer should check any details and information they wish to rely on with Scandia at the time of purchase. Scandia does not accept any liability with respect to errors or omissions contained herein, for any loss, damage, malfunction, or consequential loss arising from reliance upon the company’s publications.
    5. The colour reproductions featured in Scandia’s print and online publications are as accurate as the printing and electronic processes will allow.
  4. Clause 4 – Formation of contract
    1. A contract is formed only when Scandia accepts an order from the Buyer in writing, whether or not preceded by an offer from Scandia.
    2. If a contract is not concluded in writing, Scandia’s invoice will constitute the order confirmation.
    3. If the Buyer introduces any amendments and/or reservations to the order compared with the offer, the contract will not be formed until after Scandia has explicitly agreed to these amendments and/or reservations in writing.
  5. Clause 5 – Prices
    1. Any prices quoted by Scandia (including those in catalogues) are without engagement, unless agreed otherwise in writing.
    2. If manufacturing or other costs increase after an offer has been made, Scandia has the right to adjust pricing accordingly and in compliance with any legal provisions that may apply in this respect. If the authority to increase prices is not conferred by any statutory regulation, the Buyer will, in this case, be entitled to cancel the order placed and to limit itself to paying for any good or service already delivered on the basis of the daily rates applicable before the increase, provided it does so immediately after receiving notice of the price increase.
    3. Unless stated otherwise, the prices quoted in the offer are: - based on the cost prices applicable on the date of the offer or order confirmation (e.g. purchase prices, wages, wage costs, social security contributions and government-imposed charges, and any other costs); - based on delivery ex Scandia warehouse in Spijkenisse or other storage facility; - exclusive of value added tax and other taxes, levies, and duties; - exclusive of the costs of loading and unloading, transport, and insurance.
    4. Scandia may also retroactively correct any manifest mistakes in price quotes and/or invoicing that can be proved on the basis of a valid price list.
  6. Clause 6 – Transport
    1. Scandia will decide the method of transport and packaging, unless the Buyer has issued written instructions concerning this that Scandia has accepted and confirmed in writing.
    2. Goods will, at all times, be shipped at the Buyer’s expense and risk, even if deliveries are carriage paid and even if the carrier requires that waybills, etc., contain a clause stating that any transportation damage is at the sender’s expense and risk.
  7. Clause 7 – Delivery
    1. Delivery will be made ex Scandia warehouse in Spijkenisse, unless agreed otherwise in writing.
    2. Unless a deadline delivery date has been explicitly agreed to in writing, the delivery date will be considered an approximation. If the delivery date is not met, the Buyer must set in writing another reasonable period within which Scandia can make the delivery. As established in Clause 12, this provision excludes circumstances beyond Scandia’s control.
    3. If circumstances beyond Scandia's control, as referred to in Clause 12, arise and Scandia can demonstrate that it is impossible to make the delivery on time, the delivery period will be extended by the duration of the delay caused by these circumstances.
    4. Late delivery will at no time entitle the Buyer to compensation.
  8. Clause 8 – Inspection upon delivery
    1. The Buyer has a duty to inspect the goods carefully and immediately upon receipt. Any complaints about the delivered goods must be submitted to Scandia in writing within eight days of the delivery’s receipt.
    2. Failure by the Buyer to submit any complaint to Scandia in writing within eight days will constitute the Buyer’s unconditional acceptance.
    3. In the instance of a complaint, the Buyer will afford Scandia a reasonable opportunity to inspect the relevant goods.
    4. Certification marks, labels, and other specifications related to quality and performance standards that are affixed to or appear on products carried and/or delivered by Scandia generate no rights whatsoever for the Buyer. Clauses 11.1 and 11.2 remain explicitly in force.
    5. Scandia is under no condition liable for any alleged defects in the goods when: (a) the defect has arisen as a result of willful damage, negligence, abnormal storage conditions, or failure to follow Scandia’s or the manufacturers instructions, whichever is appropriate; (b) the total price for the goods has not been paid by the due date of payment; (c) the defect or damage is specifically excluded by Scandia by notice in writing; (d) the Buyer makes any further use of the goods after giving notice of the defect in accordance with article 8.1.
  9. Clause 9 – Transfer of ownership and risk
    1. Although risk in the use of goods supplied passes to the Buyer on delivery, ownership of the delivered goods does not pass to the Buyer until the Buyer has paid in full all amounts receivable by Scandia in connection with the delivery, other deliveries made by Scandia, and/or all other claims from Scandia, including interest and costs. Until ownership passes, the Buyer shall hold the goods for Scandia and shall keep them properly protected, insured, and stored separately from other goods.
    2. The Buyer has a duty to inform its client in writing, at Scandia’s first request, that Scandia retains ownership of the delivered goods. The Buyer must also provide Scandia with a copy of this notice.
    3. Failure to fulfil the contract terms attributable to the Buyer – or reasonable fear thereof – will entitle Scandia to repossess and retain the goods in which it has ownership, without court intervention and with the right to sell them itself. In this case, these goods will allow Scandia to recover the amounts owed to it by the Buyer, without prejudice to the Buyer’s duty to make good all it owes or will owe to Scandia now and in the future in the matter of its failure to fulfil the contract’s terms, including compensation for the loss of value of the goods. The Buyer declares that if this situation arises it will give Scandia free access to all facilities where the aforementioned goods will be stored and where the aforementioned goods are located.
    4. The Buyer may dispose of the delivered goods in the normal course of its business, unless a bankruptcy petition, an application for protection from its creditors (temporary or otherwise), an application for implementation of the debt rescheduling scheme has been filed, or when any sum owed to Scandia by the Buyer is not paid when due. The Buyer is required to inform Scandia immediately in writing if a petition of this kind is filed.
    5. The Buyer may not, however, pledge the delivered goods to third parties or offer them as security unless it has Scandia’s prior written consent.
  10. Clause 10 - Payment
    1. Net payment in cash must be made on delivery or within 30 days of the invoice date to a bank account designated by Scandia. In the latter case, the date on which this account is credited will be considered the date of payment. Payment must be made in euro unless payment in another currency has been agreed to in writing.
    2. Failure to pay on time will render the Buyer in default by operation of law, without notice of default being required. The Buyer will then be liable for default interest at a rate of 1.5% per month, including a part of any month, on the outstanding amount. No prior notice of default will be required for this.
    3. If the Buyer defaults, the Buyer will also be liable for the damages and costs associated with collection, both in and out of court, seven days after written notice of default is served by Scandia. The out-of-court collection costs will amount to 15% of the amount due, with a minimum of €500. The court costs include the costs of legal counsel as well as any other legal costs Scandia incurs.
    4. In the event of the Buyer’s default, Scandia is entitled, without further notice, to terminate any outstanding orders, void price quotes, and withhold and/or suspend supplies.
    5. The Buyer shall make all payments due to Scandia without any deduction whether by way of set-off, counterclaim, discount, abatement, or otherwise, unless the Buyer has a valid court order requiring Scandia to pay to the Buyer an amount equal to such a deduction.
    6. Scandia has the right to demand, at any time, payment from the Buyer in advance or the provision of adequate security for the performance of its obligations. If the Buyer fails to comply directly with a request to this effect from Scandia, Scandia will be entitled to immediately suspend or discontinue the delivery of goods and/or services and the Buyer will be in default, without any notice of default being required.
    7. Comments concerning invoices must be made to Scandia in writing within fourteen days of the invoice date. Failure by the Buyer to do so will constitute acceptance of the invoice.
  11. Clause 11 - Liability
    1. Scandia is not liable for loss of profit or other economic loss (direct or indirect), indirect or consequential loss or damage, costs, expenses, or other claims for consequential compensation whatsoever (howsoever caused), or loss or damage (contractual, tortuous, breach of statutory duty, or otherwise) that arises out of or in connection to the offers made by Scandia, the goods supplied, and/or services provided.
    2. Scandia is not liable for injuries or damages, in any form, that result from use or misuse of Scandia products.
    3. The Buyer shall comply at all times with guidelines given by Scandia concerning the storage and use of Scandia products. The Buyer is obligated to inform its employees and customers of these instructions and guidelines.
    4. The Buyer acknowledges that Scandia shall not be held responsible nor liable for any third-party claims, any costs incurred by Scandia in relation to these and to those related inter alia to goods supplied and to services provided by Scandia to the Buyer, and any losses, as referred to in Clause 11.1 of these Standard Terms.
    5. If a commitment arises from a contract between Scandia and the Buyer that consists of rendering services (e.g. consultancy services), this will constitute Scandia’s commitment to perform to the best of the company’s ability but does not constitute a guarantee concerning a specific result. Clauses 11.1 and 11.2 apply mutatis mutandis.
  12. Clause 12 – Force majeure
    1. If circumstances beyond its control (force majeure) prevent Scandia temporarily or permanently from fulfilling or continuing to fulfil the contract’s terms, Scandia reserves the right to defer the date of delivery and/or reduce the volume of goods. Circumstances include – but are not limited to – acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riots, civil commotion, fire, explosions, flooding, epidemics, lockouts, strikes, or other labour disputes (whether or not relating to either party’s workforce), restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, and all other force majeure. Scandia may, in such an event, at its discretion, and without incurring liability for compensation or having recourse to the courts, rescind all or part of the agreement or suspend performance of the agreement, continued or otherwise.
    2. Force majeure includes any circumstance Scandia could not reasonably be expected to take into account when fulfilling the contract and as a result of which normal fulfillment of the contract cannot reasonably be required of Scandia. It includes, but is not limited to, default on the part of its suppliers, default on the part of carriers employed in the fulfillment of the contract, labour strikes and disasters (e.g. war, the threat of war, mobilisation, riots, natural disasters, storms, and incidents such as fire or theft at Scandia), as well as accidents or illnesses suffered by Scandia’s workforce or any other disruption of Scandia’s operations.
  13. Clause 13 - Rescission
    1. Without prejudice to the other provisions of these Standard Terms, Scandia may rescind the agreement without being required to give written notice or having recourse to the courts, without liability, and without any notice of default being required should the Buyer: - be declared bankrupt; - apply for temporary protection from its creditors; - be granted protection from its creditors; - apply for implementation of a debt rescheduling scheme; - lose the power of control of some or all of its assets due to seizure, the assets being placed in receivership, or otherwise; - cease to carry on its business for any reason whatsoever; - fail to pay an invoice or part of an invoice within the timeline agreed to; - contravene or fail to comply with any provision of these Standard Terms or the contract.
    2. If the Buyer rescinds a contract, the Buyer will be liable to Scandia for an amount of not less than 25% of the purchase price for costs incurred and loss of profits. If the costs actually incurred and the loss of profits amount to more than the aforementioned percentage, the Buyer will be liable to Scandia for the costs actually incurred and the loss of profits.
    3. If Scandia has purchased, manufactured, and/or processed (including but is not limited to embroidering and covering) goods ordered by the Buyer especially for the Buyer, then contrary to Clause 13.2 the Buyer will be liable for the full purchase price if it rescinds the contract.
  14. Clause 14 – Governing law
    1. All contracts, offers and negotiations, and the formation, existence, construction, performance, validity, and all aspects regarding these contracts and offers are subject to these Standard Terms and governed exclusively by the Vienna Convention of 1980 (CISG) and the laws of the Netherlands.
  15. Clause 15 – Competent court
    1. Any dispute pertaining to the formation, interpretation or performance of a contract, contracts that may arise from it, as well as any other dispute in matters of or related to a contract, an offer, and/or an order, whether legal or factual and without exception, will, in first instance, be settled by the District Court in Rotterdam or – at Scandia’s discretion – by the Court that has jurisdiction pursuant to the applicable convention and/or statutory provisions.
    2. A dispute will exist if one of the parties gives the other party notice to this effect in writing.
  16. Clause 16 – Final clause
    1. If pursuant to any statutory provision, court ruling, or for any other reason one of more of these Standard Terms fails to remain in force, this term or these terms will be replaced by a provision that approximates as closely as possible the term or terms no longer in force and in accordance with statutory provisions, usage, or custom. In this case, the other provisions of the Standard Terms will remain in force.

You can download a PDF copy of our Terms and Conditions here.