ARTICLE 1. | DEFINITIONS

In these general terms and conditions, the following terms are used in the following meaning, unless the nature or scope of the provisions dictates otherwise.

1. Pintail: Pintail International BV, the user of these terms and conditions, located at Twentepoort Oost 32, 7609RG Almelo (Netherlands), registered in the Trade Register under Chamber of Commerce number 06079859.
2. Counterparty: any natural or legal person with whom Pintail has entered into or intends to enter into an agreement.
3. Parties: Pintail and the other party jointly.
4. Agreement: any agreement concluded between the parties whereby Pintail has committed itself to the sale and delivery of goods and/or the performance of work, for a price to be agreed upon between the parties.
5. Goods: all items to be sold and delivered by Pintail under the agreement, including textiles and/or artificial leathers for various applications. In these general terms and conditions, "goods" also includes textiles and/or artificial leathers supplied by the other party for the performance of work as referred to in the following paragraph.
6. Activities: all activities to be carried out by Pintail within the framework of the agreement, such as laminating, applying to, and/or digitally printing textiles and/or artificial leathers to be sold by Pintail or to be supplied by or on behalf of the other party.
7. Written: in addition to traditional written communication, communication by e-mail or any other form of communication that can be considered equivalent in view of the state of the art and prevailing social views.

ARTICLE 2. | GENERAL PROVISIONS

1. These general terms and conditions apply to every offer from Pintail and every agreement concluded.
2. The applicability of the purchasing or other general terms and conditions of the other party is expressly rejected.
3. Deviations from the provisions of these general terms and conditions are only permitted expressly and in writing. If and to the extent that the parties' express written agreement deviates from the provisions of these general terms and conditions, the express written agreement of the parties shall prevail.
4. The annulment or nullity of one or more provisions of these general terms and conditions or the agreement as such shall not affect the validity of the remaining provisions. In such a case, the parties are obligated to consult with each other to reach a replacement arrangement regarding the affected provision. In doing so, the purpose and intent of the original provision shall be observed as much as possible.

ARTICLE 3. | OFFER AND CONCLUSION OF THE AGREEMENT

1. Every offer from Pintail is without obligation, even if a term of acceptance is stated therein.
2. Obvious errors or mistakes in an offer by Pintail do not bind him.
3. The other party cannot derive any rights from an offer from Pintail that is based on incorrect or incomplete information provided by the other party.
4. An offer from Pintail does not automatically apply to subsequent orders or assignments. However, unless amended, these terms and conditions do apply to subsequent orders and assignments, without Pintail being obligated to provide these terms and conditions to the other party each time.
5. Every agreement, without prejudice to the provisions of paragraph 1, is concluded by offer and acceptance. If the acceptance of one party deviates from the offer of the other party, the agreement will not be concluded in accordance with this differing acceptance, unless the offering party indicates otherwise. Pintail, however, reserves the right to enter into the agreement only on the condition that the order or assignment has been confirmed by Pintail by email or otherwise in writing.
6. A composite quotation never obliges Pintail to fulfil part of the offer for a corresponding part of the quoted price.
7. If the other party enters into the agreement on behalf of another natural or legal person, they declare by entering into the agreement that they are authorized to do so. The other party is jointly and severally liable, in addition to this (legal) person, for fulfilling the obligations under that agreement.

ARTICLE 4. | TERMS AND THIRD PARTIES

1. If Pintail is dependent on information or items to be provided by the other party for the performance of the agreement, the performance and delivery periods will not commence until Pintail has received these.
2. Pintail will endeavor to meet the agreed-upon execution and delivery deadlines, but these deadlines are never considered strict deadlines. Exceeding the delivery time and/or execution period does not, under any circumstances, entitle the other party to compensation or termination of the agreement.
3. Pintail is always entitled to entrust the execution of the agreement in whole or in part to third parties.

ARTICLE 5. | SPECIAL PROVISIONS FOR ITEMS TO BE PROCESSED OR MANUFACTURED ACCORDING TO THE OTHER PARTY'S SPECIFICATIONS

1. Insofar as the agreement relates to the delivery of items to be created or processed according to the other party's specifications, or the performance of work, this article applies, without prejudice to the provisions in the remainder of these general terms and conditions.
2. If the agreement provides for the delivery or provision of items by or on behalf of the other party, on which work is to be performed, the delivery/provision will be at the expense and risk of the other party, unless expressly agreed otherwise. The other party is responsible for the timely delivery or provision of the items referred to here.
3. The other party is obligated to provide Pintail with all relevant information, such as the specifications of the items, including color and any design codes, as soon as possible and as required for the design and/or execution of the agreement. This information must be provided in the manner prescribed by Pintail. If Pintail provides delivery instructions for the other party to provide specifications, such as the use of a "technical spec sheet" provided by Pintail, these instructions must be strictly adhered to. Furthermore, the other party must always provide Pintail with all necessary cooperation for the execution of the agreement. The other party will take all reasonable measures to optimize the execution of the agreement.
4. If the other party fails to fulfil its obligations under the preceding clauses of this article, fails to fulfil them fully, fails to fulfil them on time or fails to fulfil them properly, Pintail is entitled, without prejudice to the provisions in the remainder of these general terms and conditions, to suspend the performance of the agreement and charge the other party for all resulting damages due to delay.

ARTICLE 6. | DEVIATIONS

1. The stated and/or agreed-upon properties of the goods may deviate in minor respects from what is actually delivered. Minor deviations in the properties of the goods that the other party should reasonably tolerate, such as minor deviations in color, size, texture, and weight, are considered minor deviations. The presence of minor deviations does not constitute grounds for the other party to suspend its obligations under the agreement, to terminate the agreement in whole or in part, or to claim damages.
2. Agreed quantities/amounts of goods sold and to be delivered by Pintail may deviate by up to 10% from the actual delivery. A deviation in quantities within this margin does not constitute grounds for the other party to suspend its obligations under the agreement, to terminate the agreement in whole or in part, or to claim damages.

ARTICLE 7. | (RETURN) DELIVERY

1. Unless expressly agreed otherwise, delivery (or return) of the goods will take place ex works, Pintail location, in accordance with the most recent version of the Incoterms.
2. The risk of loss and damage to the goods passes to the counterparty at the moment that Pintail makes the goods available to the counterparty.
3. Notwithstanding the provisions of the previous two paragraphs, the parties may agree that Pintail will arrange for the transport of the goods. In that case, the risk of storage, loading, transport, and unloading also rests with the other party. The other party may insure itself against these risks.
4. The other party is obligated to accept the goods when they are made available to them or delivered to them. If the other party refuses acceptance for any reason or fails to provide information or instructions necessary for delivery, the goods will be stored at the other party's expense and risk after Pintail has notified them of this. In that case, the other party owes a reasonable storage fee, in addition to the agreed price.
5. Pintail is permitted to deliver orders or assignments in parts. If orders or assignments are delivered in parts, Pintail is entitled to invoice each part separately.

ARTICLE 8. | INVESTIGATION AND COMPLAINTS

1. The other party must immediately inspect the nature and quantity of the goods upon delivery to determine whether they comply with the agreement. If the other party determines that the nature and/or quantity do not comply with the agreement, they must immediately notify Pintail of this upon delivery.
2. In the event of defects that were not reasonably visible at the time of delivery, the other party must notify Pintail thereof within seven days after it became aware of the defect, or should reasonably have become aware of it.
3. If the other party complains too late in accordance with the provisions of the previous two paragraphs, no obligation whatsoever arises for Pintail from such a complaint by the other party.
4. Any right of the other party to complain lapses regarding items processed or applied by or on behalf of the other party after delivery. By processing or applying the goods, the other party declares that the delivered goods conform to the agreement.
5. Complaints never suspend the payment obligation of the other party.

ARTICLE 9. | WARRANTY

1. The warranty only applies to the extent expressly agreed in writing or stated in writing by Pintail.
2. Without prejudice to any expressly stated warranty terms, any warranty will be void if a defect in the product is the result of an external cause or cannot otherwise be attributed to Pintail. This includes, but is not limited to, defects resulting from damage, improper or incompetent use, use contrary to the instructions for use and application, use contrary to other instructions from Pintail, and repairs or other modifications to the product that were not carried out with Pintail's prior consent.
3. If investigation costs are incurred to determine a defect that does not give rise to a warranty claim, these costs will be borne by the other party. Pintail will endeavor to notify the other party of this in advance. Failure to notify the other party will not affect the other party's obligation to pay these costs.
4. In order to validate any claim under any warranty, the counterparty must submit a complaint to Pintail in a timely manner in accordance with the provisions of Article 8.2.
5. The counterparty may only invoke any applicable warranty if it has fulfilled all its obligations towards Pintail.

ARTICLE 10. | FORCE MAJEURE

1. Pintail is not obliged to fulfil any obligation under the agreement if it is prevented from doing so by a circumstance that cannot be attributed to it under the law, a legal act or according to prevailing social views.
2. During the period of force majeure, the contractual obligations of the parties shall be suspended.
3. If compliance with the agreement becomes permanently impossible due to force majeure, or if the force majeure situation lasts or will last longer than three months, the parties are entitled to terminate the agreement with immediate effect.
4. If, at the time the force majeure situation occurs, Pintail has already partially fulfilled its obligations or can only partially fulfil its obligations, it is entitled to invoice separately for the part of the agreement already performed or the part that can still be performed, as if it were an independent agreement.
5. Damage resulting from force majeure is never eligible for compensation, with the exception of reimbursement or waiver of the agreed price with regard to that part of the order or assignment that is not delivered as a result of the force majeure situation.

ARTICLE 11. | SUSPENSION AND TERMINATION

1. Pintail is entitled, if the circumstances of the case reasonably justify this, to suspend the performance of the agreement, without judicial intervention, or to dissolve the agreement in whole or in part with immediate effect, if and insofar as the other party fails to fulfil its obligations under the agreement, does not fulfil them on time, or does not fulfil them completely, or if circumstances that have come to Pintail's attention after the conclusion of the agreement give good reason to fear that the other party will not fulfil its obligations. If the fulfilment of the obligations of the other party in respect of which it is in default or is at risk of failing is not permanently impossible, the authority to dissolve only arises after Pintail has given the other party written notice of default, in which notice of default a reasonable period is stated within which the other party can (still) fulfil its obligations and fulfilment has still not occurred after the latter period has expired.
2. If the counterparty liquidates its business or transfers it to a third party, is declared bankrupt, has applied for (provisional) suspension of payments, any attachment is levied on its goods, or in the event that the counterparty is otherwise unable to freely dispose of its assets, Pintail is entitled to terminate the agreement with immediate effect and without judicial intervention.
3. The counterparty shall never be entitled to any form of compensation in connection with the right of suspension or termination exercised by Pintail on the basis of this article.
4. The counterparty is obliged to compensate Pintail for any damage suffered as a result of the suspension or termination of the agreement.
5. If Pintail terminates the agreement on the basis of this article, all claims that Pintail has on the other party will be immediately due and payable.

ARTICLE 12. | PRICES AND PAYMENTS

1. The prices stated in Pintail's offer are based on delivery ex works, Pintail's location, in accordance with the latest published version of the Incoterms.
2. Unless expressly stated otherwise, all prices stated by Pintail are exclusive of VAT and transport costs.
3. If, after the agreement has been concluded, VAT rates or other government levies change, Pintail is entitled to adjust prices accordingly. Furthermore, Pintail is entitled to pass on to the other party any price increases in cost-determining factors that arise after the agreement has been concluded but before delivery.
4. Notwithstanding the provisions of the previous paragraph, Pintail is entitled to change its prices at any time. However, these price changes do not affect existing agreements.
5. Pintail is always entitled to demand partial or full advance payment of the agreed price.
6. In the event of advance payment, the other party shall not be entitled to performance of the agreement until the advance payment has been made.
7. The right of the counterparty to offset or suspend any claims it may have against Pintail is excluded.
8. If the counterparty liquidates its business or transfers it to a third party, is declared bankrupt, has applied for (provisional) suspension of payments, if any attachment is levied on its goods, or if the counterparty is otherwise unable to freely dispose of its assets, all claims against the counterparty are immediately due and payable.
9. Payments must be made in the manner designated by Pintail, by bank transfer or in cash, within the period specified by Pintail.
10. If timely payment is not made, the other party is automatically in default. From the date the default occurs, the other party owes the then-current statutory commercial interest on the outstanding amount.
11. All reasonable costs, whether judicial, extrajudicial or enforcement costs, incurred to obtain amounts owed by the other party shall be borne by the other party.

ARTICLE 13. | LIABILITY AND INDEMNIFICATION

1. Unless there is intent or deliberate recklessness on the part of Pintail and without prejudice to the provisions of Articles 8 and 9, Pintail shall no longer be liable for defects in the delivered goods after delivery.
2. Pintail accepts no liability for any damage caused by the goods being used for an incorrect purpose by the other party, end user, or other third parties.
3. Pintail reserves the right at all times to repair any damage for which Pintail may be liable despite the provisions of the remainder of these general terms and conditions. The other party must provide Pintail with the opportunity to do so. If the other party fails to do so, Pintail shall cease all liability in this regard.
4. Pintail shall never be liable for damage arising from its use of incorrect or incomplete information provided by or on behalf of the other party.
5. Unless there is intent or deliberate recklessness on the part of Pintail, it is not liable for damage to the property under its care. Damage to the property under its care includes, among other things, damage caused by or during the execution of the work to the other party's property being worked on. The other party can, if desired, insure itself against this damage.
6. Pintail is furthermore in no event liable for consequential damages, including lost profits, losses incurred, and damages resulting from business interruption. Without prejudice to the provisions of the remainder of these general terms and conditions, and in particular paragraph 7, Pintail can only be held liable to the other party for direct damages. Direct damages are defined exclusively as:

• • the reasonable costs of determining the cause and extent of the damage, insofar as the determination relates to damage that qualifies for compensation within the meaning of these general terms and conditions;
  • any reasonable costs incurred to ensure that Pintail's defective performance complies with the agreement, to the extent that these can be attributed to Pintail;
  • reasonable costs incurred to prevent or limit damage, to the extent that the other party demonstrates that these costs have led to a limitation of direct damage within the meaning of these general terms and conditions.

7. Pintail's liability is limited to the invoice value of the agreement, or at least to that portion of the agreement to which Pintail's liability relates. Furthermore, Pintail's liability will never exceed the amount actually paid out in the relevant claim under Pintail's liability insurance, plus any applicable deductible under that insurance.
8. The limitation period for all claims and defenses against Pintail is one year.
9. Unless there is intent or deliberate recklessness on the part of Pintail, the other party will indemnify Pintail against all claims from third parties, on whatever grounds, concerning compensation for damages, costs or interest, related to the performance of the agreement by Pintail, as well as the use of the goods supplied by Pintail.

ARTICLE 14. | RIGHT OF PLEDGE, RIGHT OF RETENTION AND RESERVATION OF OWNERSHIP

1. Pintail has a right of pledge and retention on all items that it has or will have in its possession for any reason whatsoever, and for all claims that it has or may have against the other party, with respect to anyone who requests delivery thereof.
2. All items sold and delivered by Pintail remain its property until the other party has properly fulfilled all its obligations under the agreement.
3. Except to the extent deemed permissible in the context of its normal business operations, the other party is prohibited from selling, pledging or otherwise encumbering the items sold by Pintail to which the retention of title applies.
4. If third parties seize the goods to which the retention of title applies, or wish to establish or assert rights thereto, the other party is obliged to inform Pintail thereof as soon as possible.
5. The counterparty grants unconditional permission to Pintail or third parties designated by Pintail to enter all locations where the items subject to the retention of title are located. In the event of default by the counterparty, Pintail is entitled to repossess the aforementioned items. All reasonable costs associated with this shall be borne by the counterparty.
6. If the other party has fulfilled its obligations after the sold goods have been delivered to it by Pintail, the retention of title with respect to these goods will revive if the other party fails to fulfil its obligations under a subsequently concluded agreement.

ARTICLE 15. | FINAL PROVISIONS

1. Dutch law exclusively applies to every agreement and all legal relationships arising from it between the parties.
2. Parties will not appeal to the court until they have made every effort to settle the dispute by mutual agreement.
3. Only the competent court within the district where Pintail is established will be appointed to hear any legal disputes.
4. If these general terms and conditions are available in multiple languages, the Dutch version shall always be decisive for the interpretation of the provisions contained therein.