Terms and Conditions

Article 1: Definitions and applicability

Capitalized words in the general terms and conditions of sale of Troy Companies B.V., and its legal successor(s) by universal title and all affiliated companies to it, shall have the following meaning:
Agreement(s): the agreement(s) concluded between the Buyer and Troy Companies;
Buyer: any natural or legal person acting in the course of its professional or business activities that is or comes to be in a contractual relationship of any nature whatsoever with Troy Companies;
DCC: Dutch Civil Code (Nederlands Burgerlijk Wetboek);
General Terms: the general terms and conditions of sale of Troy Companies;
Offer(s): all offers, orders, quotations, conditions, prices and/or requests provided by Troy Companies to the Buyer;
Parties: Troy Companies and the Buyer;
Troy Companies: Troy Companies B.V, with its registered office in Rosmalen, the Netherlands, and its principal place of business in (5246 JT) ‘s-Hertogenbosch, the Netherlands, at Stadionlaan 155-157, registered in the Commercial Register of the Dutch Chamber of Commerce under number 78457769 and its legal successor(s) by universal title and all affiliated companies to it.
These General Terms apply exclusively to and form an integral part of every Offer and every Agreement.
By placing an order, the Buyer confirms to have taken knowledge of these General Terms and to accept these in full without any reservation.
Should one or more provisions of the General Terms be in conflict with the Agreement, the provisions of the Agreement shall prevail.
Provisions deviating from these General Terms and/or amendments to the Agreement shall only apply if expressly approved in writing by Troy Companies. In that case, the other provisions of the General Terms and Agreement shall remain in full force.
The applicability of any general and/or other (purchase) conditions of the Buyer is explicitly excluded.
The Buyer with whom an Agreement has been concluded under these General Terms shall be deemed to have tacitly accepted the applicability of these General Terms for later Agreements and any subsequent orders.
All rights and claims, as stipulated in these General Terms and in any further agreements for the benefit of Troy Companies, are also stipulated for the benefit of agents and other third parties engaged in by Troy Companies.
If one or more provisions of the Agreement and/or of these General Terms is null, void or is nullified, the other provisions shall remain in full force. In that case, Parties shall enter into mutual consultation with a view to replacing the void provision by a provision that does justice to the purpose and meaning of the provision that it is to be replaced as much as possible.
Troy Companies shall not be deemed to have agreed to any terms and conditions used by the Buyer, whether implicitly or by means of an amendment to these General Terms and/or the Agreement that has not been laid down and expressly approved in writing by Troy Companies, regardless of any act, any communication or following a promise made by an employee or representative not authorised to do so.
If more than one natural person and/or legal entity acts or behaves as the Buyer, all are deemed to be jointly and severally liable towards Troy Companies.

Article 2: Offers, Agreements and performance

All Offers are revocable, without obligation and expire by lapse of thirty (30) days, unless agreed otherwise in writing. Agreements with or commitments accepted by Troy Companies’ representatives or employees are not binding for Troy Companies, unless duly confirmed by Troy Companies in writing.
Every Offer is based on the information provided by the Buyer. The Buyer guarantees the accuracy and completeness of this information provided on its behalf to Troy Companies. If any changes occur to the information on which Troy Companies relied when submitting the Offer, Troy Companies is entitled to amend the Offer, including the prices included in the Offer.
The Agreement is concluded after Troy Companies has sent confirmation of the Agreement in writing to the Buyer or if Troy Companies has started the actual execution of the Agreement. Agreements concluded by commercial agents and/or other agents are only binding for Troy Companies after those Agreements have been confirmed in writing by Troy Companies or if Troy Companies has started the actual execution of the Agreements.
Every Agreement is entered into under the suspensive condition of sufficient availability of the relevant goods.
An Agreement once concluded cannot be cancelled, unless the Buyer puts Troy Companies in the financial position in which it would be if the Agreement had been fulfilled in full and not cancelled.
Apparent mistakes or errors in the Offer do not bind Troy Companies.
If and insofar as the Agreement qualifies (in part) as an assignment agreement (overeenkomst van opdracht), Section 7:404, 7:407(2) and 7:408(1) DCC are explicitly excluded.
Troy Companies reserves the right, at all times, to engage third parties for the perfomance of the Agreement, including (but not limited to) the manufacturing and delivering of goods.
Troy Companies shall endeavour to perform its obligations under the Agreement diligently and to the best of its ability. All of Troy Companies’ commitments are best-effort commitments, except for results expressly promised by Troy Companies, provided that such results are sufficiently verifiably described.

Article 3: Delivery, retention of title and risk

Delivery times and dates by Troy Companies are estimates and can never be considered a hard deadline, unless otherwise specifically agreed in writing. Exceeding any delivery time does not entitle the Buyer to invoke suspension of payment and any compensation for damages of any kind from any party.
Unless specifically agreed otherwise in writing, Troy Companies’ warehouses (in [place], the Netherlands) are the place of delivery, in accordance with the Incoterms 2020 (Ex Works). The risk of the goods shall transfer according to the applicable Incoterm.
Troy Companies is entitled to deliver the goods in parts and to invoice goods separately.
In the event of late delivery, Troy Companies must be declared to be in default in writing by the Buyer. After that, Troy Companies will be granted a reasonable term of at least fourteen (14) working days as of the date of the receipt of notification to fulfil its obligations. If such extended term is exceeded, the Buyer shall be entitled to dissolve (ontbinden) the Agreement or part of the Agreement only with respect to the goods not delivered. Delay in delivery of the goods shall not relieve the Buyer of its obligation to accept delivery thereof and to pay the rate specified in the Agreement for the quantity of goods delivered by Troy Companies. Any delay in delivery shall never entitle the Buyer to compensation of damages.
The Buyer shall collect the goods within three (3) working days after Troy Companies has informed the Buyer of delivery, failing which the Buyer is in default.
If the Buyer is in default of accepting delivery of the goods, Troy Companies is entitled (i) to store the goods at the expense and risk of the Buyer until the Buyer collects the goods and/or (ii) to dissolve (ontbinden) the Agreement in whole or in part.
If the Buyer does not collect the goods within ninety (90) days after Troy Companies informed the Buyer in writing of the delivery, Troy Companies shall be entitled to sell the goods to another party. In that event the Buyer shall reimburse Troy Companies with the actual costs of storing. Furthermore, the Buyer shall in that event pay the purchase price of the goods including interests and costs and where appropriate reduced by the net price paid by the other party to Troy Companies.
Troy Companies is authorized to sell goods to third parties that the Buyer refused and/or did not accept (the delivery of). Troy Companies has no obligation to remove the Buyer’s marks or signs if the removal of such marks or signs will damage or depreciate the goods in question.
The following conditions apply if “paid delivery at home” (“franco aan huis”) has been agreed:
Troy Companies has met its obligation to deliver by presenting the goods once to the Buyer. The notice of delivery is deemed equivalent to delivery. In the event of refusal to accept delivery, Troy Companies cannot be obliged to deliver the goods until the Buyer has paid the agreed price, including the costs incurred by Troy Companies as a consequence of the refusal to accept;
Troy Companies is entitled to send the items cash on delivery without stating the reasons;
The Buyer shall provide the facilities necessary for access and transport and all relevant information at the delivery address;
Goods shall be delivered to the first door on the ground floor.
Troy Companies shall be entitled to suspend or discontinue the delivery of outstanding orders immediately or to demand security for those orders:
in the event of any change to the Buyer’s business circumstances (relocation, change of management, etc.) at the discretion of Troy Companies;
if unfavourable information about the Buyer reaches Troy Companies;
if previous deliver(y)/(ies) of which the invoices is/are due and payable including default interest have not been fully paid.
The title to the goods delivered by Troy Companies, whether or not located at or under the control of the Buyer or under its holder, shall not pass to the Buyer and full legal and beneficial ownership of the goods shall remain with Troy Companies unless the Buyer has paid all claims, including but not limited to the purchase price, claims Troy Companies has against the Buyer for failure to perform an Agreement as well as claims in respect of penalties, interests and costs.
Until the title to the goods has passed to the Buyer, the Buyer shall store the products separately so that they can be identified and made recognizable in a way that they can be identified towards third parties. The Buyer shall treat the goods with care and shall sufficiently insure the goods against fire, water damage and theft at its own expense. Upon request the Buyer shall provide Troy Companies with the insurance policy.
On entering the Agreement subject to these General Terms, Buyer grants Troy Companies and the natural persons to whom Troy Companies has granted the power of attorney to enter the Buyer’s premises to demand Troy Company’s property after invoking the retention of title described above. If the Buyer refuses to cooperate in retrieving the goods, the Buyer shall be in default and shall forfeit an immediately payable penalty of € 500,- (five hundred euros) for each day that it is/remains in default.
Troy Companies permits the Buyer to resell the goods via the usual commercial channels, but may revoke this permission at any time its sole discretion. The right to resell shall lapse if the payment term for delivered goods is exceeded or the Buyer otherwise fails to comply with its obligations under the Agreement and/or the General Terms. If such a situation arises, the Buyer shall transfer all claims with ancillary rights it has regarding reselling to Troy Companies. At Troy Companies’request, an instrument of assignment will be drawn up to execute that transfer. The transfer of those claims shall serve as security for all obligations the Buyer has towards Troy Companies. At Troy Companies’ request, the Buyer shall notify Troy Companies, irrevocably in writing, of the party to whom the Buyer has resold goods and which claim the Buyer has on its customer. The costs of drawing up an instrument of assignment will be borne by the Buyer. The Buyer is not permitted to make any use of goods that are subject to retention of title or partly Troy Companies’ property in other ways or of the claims that have been transferred to Troy Companies. The Buyer must immediately notify Troy Companies of any rights of pledge, prejudgment attachment and executory attachment or other limitations of rights to the goods belonging in whole or in part to Troy Companies and shall be liable for all direct and indirect damages if it fails to do so.
If Troy Companies has delivered, or has arranged third parties to deliver, pallets, packing cases, crates, containers, etc. - on the payment of a deposit or security or otherwise - the Buyer is obliged (unless the packaging is destined for single use) to return at its own expense such pallets, etc. to the address specified by Troy Companies; if the Buyer fails to do so, the Buyer must reimburse the costs incurred by Troy Companies.

Article 4: Intellectual property rights

All intellectual property rights vested in, related to or arising from the goods and/or services, including but not limited to designs, artwork, drafts, drawings, samples, schedules, software, models, forms, computer simulations, software, specifications, images, manuals, documentation and all other materials, such as packaging, which are developed and/or used in preparation or performance of the Agreement between Troy Companies and the Buyer, or which arise from it, are and remain the exclusive property of Troy Companies or its suppliers.
Unless agreed otherwise in writing, no assignment or license of any intellectual property right is granted to Buyer by implication or otherwise by the delivery of goods and/or services.
Except with Troy Companies’ prior written approval, the Buyer is not authorized to copy, use, reproduce, disclose or make public designs, artwork, drafts, drawings, samples, schedules, software, models, forms, computer simulations, software, specifications, images, manuals, documentation and any other works of which the intellectual property rights are vested in Troy Companies. In the event approval is granted, the materials provided by Troy Companies to the Buyer may only be used in the agreed form and may not be modified by the Buyer.
In the event that intellectual property rights arise, will arise, are created or will be created as a result of the sale and/or delivery of the goods, or otherwise in relation to the goods, such intellectual property rights shall vest in and belong exclusively to Troy Companies and are hereby irrevocably assigned and transferred to Troy Companies to the extent necessary by virtue of signing the Agreement or Offer, and Troy Companies hereby accepts, and the Buyer, to the extent permitted by law, waives all personality rights.
The Buyer shall not change or remove the indications supplied by Troy Companies or Troy Companies’ suppliers regarding copyrights, trademarks, trade names or other intellectual property rights.
Buyer guarantees that the information submitted to Troy Companies, including but not limited to images, logos, texts, labels, fabric models, samples, patterns, drawings and designs, may be used by Troy Companies in connection with the Agreement. Buyer indemnifies Troy Companies against any third-party claim based on a violation of (intellectual property) rights with regard to the information submitted by the Buyer.
To the best of Troy Companies’ knowledge, no third party intellectual property rights are infringed by the products. However, Troy Companies does not guarantee that no third party intellectual property (rights) or copy rights are infringed by the (sale and delivery of the) goods.

Article 5: Duty of disclosure

At Troy Companies’ request, the Buyer is obliged to provide alle relevant information for the performance, including but not limited to its VAT-identification number, Chamber of Commerce number and the name by which the Buyer is registered with the Tax Authorities. The Buyer guarantees the accuracy and completeness of this information provided on its behalf to Troy Companies.
The address provided by the Buyer shall be the address to which all goods will be sent, unless the Buyer informs Troy Companies in writing of another address to which the goods are to be shipped.

Article 6: Prices

The prices for the goods and services are in Euros and do not include VAT or any taxes, levies and/or other duties, unless stated otherwise or otherwise agreed in writing.
Unless expressly agreed otherwise, the Buyer shall bear the costs of packaging and shipping, import and export duties and excise duties, as well as all other levies or taxes imposed or levied in respect of the goods and their transport.
Troy Companies reserves the right, at all times, to adjust the prices of their goods or services as a result of a currency adjustment, rise in raw material prices, purchase prices, wages, labour costs, social insurance contributions, shipping, insurance and other factors that increase the price, such as taxes, levies, or import duties.
The Buyer is only entitled dissolve (ontbinden) the Agreement – by means of a written notice sent by registered letter addressed to Troy Companies within fourteen (14) days of Troy Companies informing the Buyer of the price increase - if the price increase is more than 10% (ten percent) of the agreed price.

Article 7: Description, quality, inspection and complaints

Troy Companies shall endeavour to deliver the agreed goods to the Buyer in accordance with the specifications, quality and quantity as described in the Agreement, albeit that deviations in colour, quality, size, finish, weight, etc. are permissible insofar they do not impair the use value. These deviations shall not form a basis for complaints.
Troy Companies is entitled to make changes to the models and designs of the goods and, where appropriate, to deliver the model/design that has replaced any model/design that is no longer available.
An artwork/sample approved by the Buyer is binding for the Buyer.
Upon delivery of the goods, the Buyer shall immediately inspect, or arrange the inspection of, each product for quantity, quality, visible defects and other defects.
Complaints about packaging, deposit packaging, the external condition, the quantity and other visible defects should be noted on the delivery note/packing slip or the receipt and must be reported to Troy Companies in writing within five (5) days of delivery, accurately stating the defect, failing which the Buyer loses any right to claim performance of the Agreement or compensation.
The Buyer must report complaints about the quality of the delivered goods and defects not visible upon delivery in writing within five (5) days after the discovery of after the time that the Buyer could reasonably have discovered them, accurately stating the defect, failing which the Buyer loses any right to claim performance of the Agreement or compensation.
Complaints that are submitted later than the specified complaint period shall in principle not be considered and the Buyer loses any right to invoke any defect and any resulting claim, including warranty claims. All claims, from whatever nature, of the Buyer towards Troy Companies shall lapse in any event one (1) year after delivery of the goods.
As a part of the Buyer’s duty to inspect the goods, the Buyer must in any case extensively and thoroughly inspect the goods before (re)selling or processing them in order to ensure the conformity of the goods. Upon discovery of any defect, the Buyer may not further (re)sell or process the defective goods. A complaint about a defect that is only discovered at or after (re)selling or processing can only lead to a claim against Troy Companies if the Buyer proves that it was impossible to discover the defect prior to or at the time of (re)selling or processing.
In case The Buyer suspects or becomes aware of a defect, in a product delivered by Troy Companies, that could justify a product recall, the Buyer shall notify Troy Companies of this immediately and of their own accord, stating at least the following:
- the type of defect;
- the production details of the product that was delivered by Troy Companies and may be unsafe;
- the name(s) of the person(s) who purchased the possibly unsafe product from the Buyer, if and insofar as permitted under data protection laws;
- any other information that the Buyer deems relevant.
If, in Troy Companies’ opinion, more information is required for the investigation into a possibly unsafe product or to take the necessary precautions, the Buyer shall provide Troy Companies with all relevant information that it has or should reasonably have access to, at Troy Companies’ first request.
Troy Companies is entitled to require the Buyer to return to Troy Companies, the goods delivered to the Buyer – in respect of which the Buyer has complained properly and in a timely manner – or a representative part thereof to be determined by Troy Companies, in order for Troy Companies to be able to verify the accuracy of the complaint expressed. Troy Companies may choose to investigate the complaint at the place where the Buyer has stored the goods or the goods have been processed, respectively, in which case the Buyer most cooperate. Returns shall solely be accepted by Troy Companies if they are made at its request or after it has given its prior written consent. The costs of return and storage – if the return is due to a complaint – will be advanced by the Buyer. Troy Companies will refund these costs to the Buyer if it is established that there has been an attributable failure on the part of Troy Companies.
Any defects concerning a part of the delivered goods shall only entitle the Buyer to reject or refuse the defective goods.
Complaints about defects in goods that have arisen later as a result of transport, storage or other damage due to an external circumstance (including weather conditions, processing by the Buyer or (end)users, sun, temperature and light influences) will not be accepted by Troy Companies after the Buyer has received and kept these goods without complaints (whether or not for resale).
Upon discovery of a defect in a product, the Buyer shall do everything possible to prevent or limit (further) damage, including immediate discontinuation of use, processing and/or trading.
Any (complaints about) defects and damage(s) regarding the goods shall not affect the obligations of the Buyer arising from the Agreement and General Terms, including its obligation to pay. Therefore, the Buyer may not invoke suspension of its obligation of payment in case of a(n) (alleged) defect. Nor is the Buyer entitled to set-off.
If Troy Companies handles a unjustifiably lodged complaint by the Buyer, all the efforts of Troy Companies should be regarded as goodwill, without being liable in any way.
If the Buyer unjustifiably lodged any complaint about the goods and Troy Companies has carried out activities or delivered goods in this context, the Buyer shall have the right to charge the Buyer for these activities or delivered goods on the basis of the normal rate.

Article 8: Remedies

In the event of a defect or default of Troy Companies, Troy Companies has the right to, at its own expense and discretion:
deliver the missing;
repair the delivered product(s);
replace the product(s) with the same product, or, at Troy Companies’ discretion, a product that is deemed equivalent;
set off the net invoice amount, whereby complaints relating to products that, in combination, make up less than 2% of the total number of products will not be handled by Troy Companies and will not entitle the Buyer to a discount.
The remedies included in Article 9.1 are the only remedies the Buyer can invoke in the event of a defect/default of Troy Companies. Troy Companies is not obliged to pay any (other) compensation (of loss or damages) to the Buyer, unless in the event of gross fault or malicious intent.
Any right to invoke the remedies set out in this Article shall lapse if the goods have been transported, handled, used, processed, or stored improperly or contrary to the instructions given by or on behalf of Troy Companies or if the usual measures/regulations have not been observed, as well as if the Buyer fails to perform its obligations under the Agreement in a prompt or proper manner.
The burden of proof of a justified claim under this Article lies with the Buyer. In this context, the Buyer must also prove that the defect discovered by the Buyer already existed at the time of delivery of the product(s).

Article 9: Liability

The liability of Troy Companies is limited to compensation of direct damages. Direct damages consists solely of damage to the product(s) as a direct consequence of the damaging event. Any other liability of Troy Companies for all damages and costs, including all forms of consequential damages, such as indirect damages, loss of profit, lost savings, reduced goodwill, damage due to business stagnation or interruption, personal injury, immaterial damage, loss of reputation, environmental damages, damage as a result of claims from customers of the Buyer, damage relating to the use of the products, materials or software of third parties prescribed by Troy Companies, is excluded.
In the event Troy Companies is liable for damages, its liability is limited to the actual amount paid out under its liability insurance in that specific case, plus the amount of the excess. If for some reason Troy Companies’ liability insurance does not provide cover in a specific matter, or if the loss concerned is not covered by any insurance, Troy Companies' liability is limited to a maximum of twice the net invoice value of the delivery of which the goods belonged, with a maximum of € 10.000,- (ten thousand euros).
The limitation of Troy Companies’ liability as provided in this Article does not apply in the event the damages are caused by malicious intent and/or gross negligence on the part of Troy Companies.
Troy Companies does not accept liability for any third parties it engages. The limitations and exclusions mentioned in this Article as well as all other limitations and exclusions of liability mentioned in the Agreement and these General Terms shall also apply by way of third-party clause in favor of all (legal) persons whose services are used by Troy Companies in the performance of the Agreement.
Troy Companies is not liable for damages suffered, and any claim in respect of any alleged shortcoming on the part of the Buyer lapses, in the event:
the damages arise from or after the Buyer has modified, changed, processed or delivered the goods to another party, or has caused to be modified, changed, processed or delivered to another party.
The damages to the goods are caused by damages and/or destruction to the packaging of the goods.
the goods are stored, applied, used and/or maintained in an improper or negligent manner;
the goods are being used or applied or have been used or applied for different purposes than the designated purpose, amongst others the situation in which the goods are used in combination with another product that has not been delivered by Troy Companies;
the goods are being or have been used in a way Troy Companies could not reasonably expect, and this usage has had influence on the occurrence of the damages.
Except in case of Troy Companies’ malicious intent and/or gross negligence, the Buyer hereby indemnifies Troy Companies against any and all third-party claims, on any ground, regarding compensation for damages, costs, or interest related to delivered goods or provided services, resulting from the use of the delivered or provided goods and/or services or caused by or resulting from any legal relationship between Troy Companies and the Buyer.
At the risk of forfeiting all rights, the Buyer has to report every breach of the Agreement in writing and stating reasons, within seven (7) days after the Buyer discovered or ought to have discovered the breach. This Article constitutes a specification of the statutory complaint duty(s) included in Sections 6:89 and 7:23 DCC in respect of the term upon discovery.
Unless fulfilment of the Agreement by Troy Companies is permanently impossible, the liability due to an attributable failure to perform shall only incur after the Buyer declared Troy Companies in default, in writing immediately upon discovery thereof. After that, Troy Companies will be granted a reasonable term of at least fourteen (14) working days as of the date of the receipt of notification to fulfil its obligations. If such extended term is exceeded, the Buyer shall be entitled to dissolve (ontbinden) the Agreement or part of the Agreement only with respect to the breach.
Without prejudice to shorter statutory or contractual expiry terms, any claim of the Buyer against Troy Companies shall in any event lapse twelve (12) months after delivery of the goods or the services.

Article 10: Force Majeure

Troy Companies shall not be liable in any way for any damage, loss, costs or expense arising out of or in connection with any delay, restriction, interference or failure in performing any obligation towards the Buyer caused by any circumstance beyond Troy Companies’ reasonable control, including but not limited to, laws and regulations, administrative measures, orders or decrees of any court, earthquakes, flood, water damage, fire, explosion, (the threat of) war, terrorism, riot, sabotage, accidents, epidemics, strikes, lockout, slowdown, labor disturbances, difficulty in obtaining necessary labor or raw materials, lack of or failure of transportation, breakdown of plant or essential machinery, emergency repair or maintenance, breakdown or shortage of utilities, delay in delivery or defects in products supplied by suppliers or subcontractors (“Force Majeure”).
In the event of Force Majeure, Troy Companies is entitled to suspend fulfilment of the obligations ensuing from the Agreement, without any obligation to pay damages that may arise as a result thereof. If the event of Force Majeure exceeds a total period of thirty (30) days, Troy Companies and the Buyer shall be entitled to dissolve (ontbinden) the Agreement in whole or in part, without any obligation to pay damages that may arise as a result thereof.
In the event that Troy Companies has partially fulfilled its obligations upon the occurrence of an event of Force Majeure, or if Troy Companies is only able to fulfil its obligations in part, Troy Companies will be entitled to separately invoice the part already supplied or the part that can still be supplied and the Buyer will obliged to pay that invoice as if it pertained to a separate agreement.
Troy Companies is also entitled to invoke Force Majeure if the circumstance preventing (further) fulfilment of the Agreement occurs after the Force Majeure should have fulfilled one of its commitments and/or obligations.

Article 11: Suspension and dissolution

Troy Companies is – with immediate effect - entitled to (i) demand return and take repossession of any delivered goods which have not been paid for and all costs relating to the recovery of the goods shall be for the account of the Buyer; (ii) suspend its performance until the Buyer has paid all due claims and/or has provided sufficient security for those claims; and/or (ii) dissolve (ontbinden) the Agreement in whole or in part for pending delivery of goods as well as any Agreements directly related thereto, without prejudice to Troy Companies’ other rights and without Troy Companies being obligation to pay any compensation or damages, in the event:
the Buyer fails to comply with its obligations under the Agreement and/or General Terms;
Troy Companies has good reasons to believe the Buyer is or will be unable to comply with its obligations;
a change of management, share transfer or other change of control within the company of the Buyer;
the Buyer ceases or disposes of all or part of its business in any way;
the Buyer or a third party files an application for bankruptcy, suspension of payments or other insolvency proceedings (including WHOA and pre-pack) in respect of the Buyer;
any seizure or attachment is levied on (part of) the Buyer’s assets;
a guardianship is imposed on (part of) the assets of the Buyer or it otherwise loses the management and/or disposal of all or part of its assets.
When suspending a delivery, Troy Companies cannot guarantee that the goods to be delivered will remain in stock. In the event that Troy Companies can no longer deliver any goods after suspension of a delivery, the Buyer is obliged to accept replacement goods from Troy Companies.
Contrary to the provisions of Section 6:271 DCC, no obligations to undo shall arise because of a dissolution of the Agreement. Dissolution shall solely release the Parties from future obligations arising from the Agreement.
The Buyer hereby irrevocably waives the right to rescind or annul the Agreement in whole or in part or to claim full or partial dissolution or annulment and/or amendment of this Agreement by virtue of Sections 6:265 et seq., 6:258 et seq. and/or 6:228 in conjunction with 6:230 DCC, unless the situations as described in Articles 3.4, 6.4, 9.8 and/or 10.2 of these General Terms arises.

Article 12: Payment and interest

Payment shall take place within fourteen (14) days following the date of the invoice, unless agreed otherwise. All payments shall be made without any discounts and without suspension, set-off or other counterclaims.
Any complaint related to an invoice must be lodged within seven (7) days after the invoice date, after which period any such complaints shall be regarded as invalid and the invoice as accepted. Objections against an invoice do not suspend the payment obligation of the Buyer.
With regard to the amounts owed by the Buyer, the data from Troy Companies’ records constitute full evidence, without prejudice to the Buyer’s right to provide evidence to the contrary.
Troy Companies reserves the right to offset any amount owed to the Buyer at any time against any amount owed by the Buyer to Troy Companies or any of Troy Companies’ group entities and/or affiliates under any Agreement with the Buyer, without prejudice to all other rights available to Troy Companies. The Buyer is never entitled to offset any amount owed by it to Troy Companies.
With regard to payment terms, time is of the essence. In the event of failure to pay within the payment term, the Buyer shall be in default by operation of law and therefore without further notice of default, and shall owe Troy Companies an interest at the rate of 1.5% (one and a half percent) per calendar month, with part of a calendar month counting as a whole calendar month, or the statutory commercial interest rate if higher.
All judicial and extrajudicial costs and expenses incurred by Troy Companies with respect to the collection of overdue payments (including but not limited to reasonable attorney’s fees, expert fees, court costs and costs that cannot be liquidated through a court ruling and other expenses of litigation) shall be for the Buyer’s account. The extrajudicial costs are set at at least 15% (fifteen percent) and 20% (twenty percent) in case of collection abroad of the principal sum, with a minimum of € 125,- (hundred twenty five euros) exclusive of VAT. At Troy Companies’ discretion, the Buyer may also be charged with the actual expense. The judicial costs are set at the costs effectively incurred by Troy Companies.
Every payment by the Buyer shall in the first place serve to pay the judicial and extra-judicial costs, followed by the accrued interest and shall then be deducted from the oldest outstanding claim regardless of any advice to the contrary from the Buyer.
Troy Companies is entitled to only deliver the goods on condition of securities pledged by the Buyer, such as total or partial advance payment.

Article 13: Data protection

If Troy Companies processes personal data of the Buyer, the processing shall be in accordance with the applicable data protection laws and regulation, including the General Data Protection Regulation (EU) 2016/679.
The Buyer guarantees that the personal data it provides to Troy Companies have been properly processed in line with applicable data protection laws and regulations, including the General Data Protection Regulation (EU) 2016/679, and do not infringe any rights of a third party. The Buyer shall indemnify Troy Companies against any claims, damages and/or costs of any kind in this regard.

Article 14: Confidentiality

Parties shall not disclose any confidential information about the other to any third party or use such information for any other purpose than the Agreement between them or the execution thereof at any moment, except (i) insofar as such disclosure is required by or pursuant to the law or an authorised public body, or (ii) insofar as such information is disclosed to a professional advisor who is bound by the same confidentiality obligations as provided in this Article and, even in that case, only insofar as such information is used for legitimate purposes, or (iii) insofar as such information has become or is made generally known through nobody's wrongful act or if the person in question could not reasonably have known that such disclosure was illegal.

Article 15: Varia

Troy Companies is entitled to amend the General Terms. The amended terms enter into force fourteen (14) days after Troy Companies has informed the Buyer in writing of the amendments. The amended terms do also apply to existing Agreements. Up until the coming into force of the amended terms, the Buyer is entitled to refuse the applicability of the amended terms by sending a registered letter to Troy Companies. In the event the Buyer does not refuse the applicability of the amended general terms, the Buyer is deemed to have accepted the applicability thereof. The period of fourteen (14) days does not apply if Troy Companies amends the General Terms on the basis of a legal obligation or to deal with an unforeseen imminent danger in connection with protection against, for example, fraud, malware, spam, data protection or data breaches or risks related to cybersecurity.
The Buyer cannot transfer its rights and obligations under the Agreement and the General Terms to third parties unless Troy Companies has give its prior written consent.
Troy Companies can transfer all rights and obligations under the Agreement and the General Terms to a third party without prior (written) notice to the Buyer.
If deviations from these General Terms are permitted by Troy Companies for a short or longer period, tacitly or otherwise, this does not affect Troy Companies’ right to demand direct and strict compliance with these General Terms. The Buyer is never entitled to exercise any right on the grounds that Troy Companies has been lenient in the application of these General Terms.
Communication ‘in writing’ shall also include communication via e-mail.

Article 16: Applicable law and disputes

All Offers, Agreements and agreements resulting therefrom shall be exclusively governed by the laws of the Netherlands. The applicability of the United Nations Convention on Contracts for the International Sale of Goods dated 11 April 1980 (CISG) is excluded.
All disputes resulting from Offers, Agreements, other legal relationships and any suits, actions or proceedings that may be instituted by any Party shall be settled exclusively:
in case the Buyer has its registered office in any country which is a Member State of the European Union or in the countries Swiss, Norway or Iceland: by the competent District court Oost-Brabant, location ‘s-Hertogenbosch (the Netherlands), without restricting any rights of appeal and without prejudice to Troy Companies’ right to submit the dispute to any other competent court;
in case the Buyer has its registered office in any other country than the countries included under section a): in accordance with the Arbitration Rules of the Netherlands Arbitration Institute (NAI). The place of arbitration shall be Amsterdam (the Netherlands). The proceedings shall be conducted in English. Any court proceedings in the Netherlands before, during or after the arbitration will - to the extent allowed by law - exclusively be dealt with by the Amsterdam District Court or the Amsterdam Court of Appeal, whichever has jurisdiction, following proceedings in English before the Chambers for International Commercial Matters (Netherlands Commercial Court, which consists of the NCC District Court, the NCC Court in Summary Proceedings and the NCC Court of Appeal). The NCC Rules of Procedure (see www.ncc.gov.nl) apply to these proceedings. This clause is not intended to exclude Supreme Court appeal.