TERMS AND CONDITIONS ODED

ARTICLE 1. DEFINITIONS

Oded: The General Partnership Oded, legally domiciled and with offices at (1402AT) Torenlaan 5B, Bussum, registered with the Chamber of Commerce under number: 92514618.

Consumer: Any natural person acting for purposes outside their trade, business, or profession who has entered into an Agreement with Oded.

Non-Consumer: Any legal entity (e.g., a company, organization, or government agency) or a self-employed individual acting within the scope of their trade or profession and who has entered into an Agreement with Oded. If the Counterparty, as a non-consumer, is part of a group in any way, all entities within that group are also considered part of the Counterparty/non-consumer.

Third Party: An external party that is not a Counterparty.

Agreement: The agreement(s) under which Oded undertakes to supply goods and/or provide services to the Counterparty.

Parties: Oded and the Counterparty.

Counterparty: The party (whether acting as a consumer or non-consumer) with whom Oded has entered into an Agreement, as well as any party to whom Oded has issued a quote.

Terms: These general terms and conditions, filed with the Chamber of Commerce under number 92514618.

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ARTICLE 2. APPLICABILITY

1. The Terms apply to all offers, quotations, and Agreements concluded between Oded and its Counterparty(ies).
2. The Terms also apply to all Agreements that require the engagement of Third Parties for their execution.
3. In addition to these Terms, specific terms and conditions for products or services may apply if explicitly stated.
4. The general terms and conditions of the Counterparty (or Third Party) do not apply and are expressly rejected by Oded.
5. Rights and obligations under these Terms and/or Agreements between Oded and the Counterparty may not be transferred to Third Parties by the Counterparty without prior written permission from Oded.
6. If these Terms do not provide guidance for a particular situation, the provisions of the Agreement are binding. If no Agreement exists, written arrangements or commitments apply.
7. These Terms also apply to all Agreements arising subsequently between Oded and the Counterparty.
8. If any provision of these Terms is invalid, void, or annulled, the remaining provisions remain in effect.
9. Deviations from these Terms are only valid if explicitly accepted in writing by Oded. Such deviations apply solely to the Agreement for which they were made.
10. The Counterparty consents in advance to the automatic transfer of their Agreement with Oded to another contractual party/legal entity in the event of a business acquisition or legal restructuring of Oded, without requiring further permission.

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ARTICLE 3. OFFERS/QUOTATIONS AND FORMATION OF AGREEMENTS

1. All offers and quotations from Oded are non-binding and valid while supplies last. Oded may revoke its offer before acceptance unless the offer specifies a timeframe for acceptance, which has not yet expired. An offer also expires if the product it pertains to is no longer available, without Oded incurring any obligation for compensation.
2. Offers or quotations are not automatically valid for future orders.
3. Oded reserves the right to refuse future orders without providing reasons. A lasting relationship between the Counterparty and Oded is only established through a specific written agreement between the parties.
4. Amendments or additions to an offer are only valid after being confirmed in writing by Oded.
5. If the Counterparty is a Non-Consumer, Oded generally requires a minimum order of one (1) packaging unit containing six products for free delivery. Orders below this amount are only possible with Oded's written consent.
6. If the offer is based on information provided by the Counterparty and this information is incorrect, incomplete, or subsequently changed, Oded may adjust the quoted prices and/or delivery times.
7. The Counterparty is obligated to promptly report any inaccuracies in the provided (payment) information to Oded.
8. Oded is not bound by its offers/quotations if the Counterparty reasonably should have understood that the offer or any part of it contained an obvious mistake or typographical error.
9. An Agreement with Oded is only formed after Oded has explicitly (in writing or otherwise) accepted and confirmed the order to the Counterparty. Oded is only bound from the date it accepts the order. The confirmation is deemed to accurately and completely reflect the Agreement.
10. If the Counterparty’s acceptance deviates from the terms of the offer (even on minor points), Oded is not bound by the Agreement unless Oded explicitly agrees otherwise in writing.
11. If the Counterparty accepts the offer electronically, Oded will confirm receipt of the acceptance electronically. Until such confirmation is received, the Counterparty may dissolve the Agreement.
12. A composite price quote does not oblige Oded to deliver part of the order or service at a corresponding proportion of the quoted price.
13. Oral agreements only bind Oded once they have been confirmed in writing or once Oded, without objection from the Counterparty, begins to execute them.
14. Rights and obligations from Agreements between Oded and the Counterparty may not be transferred to Third Parties by the Counterparty without prior written consent from Oded.

ARTICLE 4. PRICES AND PAYMENT

1. All prices stated by Oded are exclusive of VAT and any other taxes, levies, or charges unless explicitly stated otherwise. Prices are denominated in euros (€), and the Counterparty must make all payments in euros unless otherwise agreed.
2. If a Counterparty is a Non-Consumer, prices exclude delivery and transport costs, unless explicitly agreed otherwise.
3. Oded reserves the right to adjust its prices at any time. Changes in prices do not affect ongoing Agreements unless explicitly agreed otherwise. If price adjustments result from legal regulations or provisions, the Counterparty cannot dissolve the Agreement on this ground.
4. Oded may require advance payment or security for payment before executing the Agreement.
5. Payments must be made within the period specified in the Agreement or invoice. If no payment period is specified, payment must be made within 14 calendar days after the invoice date.
6. If the Counterparty fails to make timely payment, they are in default without further notice of default being required. In such cases, the Counterparty owes Oded statutory (commercial) interest from the due date until the date of full payment.
7. All collection costs incurred by Oded as a result of late payment, both judicial and extrajudicial, are borne by the Counterparty. Extrajudicial collection costs amount to at least 15% of the principal sum due, with a minimum of €100.
8. If the Counterparty disputes an invoice, they must notify Oded in writing within seven (7) calendar days of the invoice date. After this period, the Counterparty is deemed to have accepted the invoice.
9. The Counterparty is not entitled to suspend payment obligations or set off amounts owed to Oded against claims.

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ARTICLE 5. DELIVERY AND TRANSFER OF RISK

1. Delivery times specified by Oded are indicative and not binding. Exceeding delivery times does not entitle the Counterparty to compensation or dissolution of the Agreement unless the delay is unreasonable.
2. The risk of loss, theft, or damage to the goods being delivered transfers to the Counterparty upon delivery. If the Counterparty is a Non-Consumer, this risk transfer occurs when the goods are handed over to the transport company.
3. Oded retains ownership of all delivered goods until the Counterparty has fulfilled all payment obligations. The Counterparty must handle goods under retention of title with care and not encumber, sell, or transfer them.
4. If the Counterparty fails to accept the goods on the agreed delivery date, Oded may store the goods at the Counterparty’s risk and expense.
5. The Counterparty must inspect the goods upon delivery for any defects or deviations. Any complaints must be reported to Oded in writing within seven (7) calendar days of delivery. After this period, the Counterparty is deemed to have accepted the goods.
6. The Counterparty must allow Oded an opportunity to investigate a complaint. If the complaint is justified, Oded may replace or repair the goods or refund the purchase price at its discretion.

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ARTICLE 6. CANCELLATION AND RETURNS

1. Consumers have the right to cancel the Agreement within fourteen (14) calendar days of receiving the goods, without providing any reason. This right does not apply to goods made to the Consumer’s specifications or clearly personalized.
2. To exercise the right of withdrawal, the Consumer must notify Oded in writing or via the specified return form within the withdrawal period.
3. Returned goods must be unused, undamaged, and in their original packaging. The Consumer bears the direct costs of returning the goods.
4. Upon withdrawal, Oded will refund the payment, including initial delivery costs, within fourteen (14) calendar days of receiving the returned goods.
5. Non-Consumers cannot cancel or return goods without prior written consent from Oded. Any returns by Non-Consumers are at their expense and risk unless agreed otherwise.

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ARTICLE 7. LIABILITY

1. Oded is only liable for direct damage resulting from intent or gross negligence on its part. Oded is not liable for indirect damage, including consequential damage, loss of profit, missed savings, or damage due to business interruption.
2. If Oded is liable for damages, its liability is limited to the invoice value of the Agreement or, if that is not possible, the amount covered by its insurance policy.
3. Oded is not liable for damages caused by:
• Improper use of the goods by the Counterparty.
• Incorrect or incomplete information provided by the Counterparty.
• Actions or omissions by Third Parties engaged by the Counterparty.
4. The Counterparty indemnifies Oded against claims by Third Parties related to the execution of the Agreement, unless caused by gross negligence or intent by Oded.
5. Any right to compensation lapses if the Counterparty fails to report the damage to Oded in writing within fourteen (14) calendar days of discovering the damage.

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ARTICLE 8. FORCE MAJEURE

1. Oded is not liable for any failure to perform its obligations under the Agreement due to force majeure.
2. Force majeure includes, but is not limited to, natural disasters, pandemics, strikes, supply chain disruptions, government restrictions, cyberattacks, and any circumstances beyond Oded’s control.
3. During a force majeure situation, Oded may suspend its obligations or dissolve the Agreement without being liable for damages.

4.     Ingeval de Wederpartij enige verplichting uit de Overeenkomst met betrekking tot de verkochte zaken en/of uit te voeren werk jegens Oded niet nakomt, is deze zonder ingebrekestelling gerechtigd de zaken, zowel de oorspronkelijk geleverde als de nieuwe gevormde zaken, terug te nemen. De Wederpartij machtigt Oded de plaats te betreden waar deze zaken zich bevinden. 

ARTICLE 9. TERMINATION OF AGREEMENT

1. Either party may terminate the Agreement in writing if the other party fails to fulfill its obligations under the Agreement and does not rectify the breach within a reasonable period after receiving written notice.
2. Oded may immediately terminate the Agreement, in whole or in part, without prior notice if:
• The Counterparty is declared bankrupt or applies for bankruptcy.
• The Counterparty applies for or is granted a suspension of payment.
• The Counterparty’s business is liquidated or ceases operations.
3. Upon termination, all amounts owed by the Counterparty to Oded become immediately due and payable.
4. Obligations intended to survive termination, including but not limited to confidentiality, liability, and intellectual property clauses, remain in effect after termination of the Agreement.

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ARTICLE 10. INTELLECTUAL PROPERTY

1. All intellectual property rights related to the goods, services, and any materials provided by Oded under the Agreement remain with Oded or its licensors.
2. The Counterparty may not copy, modify, distribute, or otherwise use the intellectual property without prior written consent from Oded.
3. Any materials, designs, or concepts created or provided by Oded during the execution of the Agreement are for the exclusive use of the Counterparty under the terms specified and may not be shared with Third Parties.
4. The Counterparty indemnifies Oded against claims by Third Parties alleging infringement of intellectual property rights resulting from materials or information provided by the Counterparty.

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ARTICLE 11. CONFIDENTIALITY

1. Both parties must treat all confidential information obtained from the other party during the Agreement as strictly confidential and must not disclose it to any Third Party without prior written consent.
2. Confidential information does not include information that:
• Was already known to the receiving party prior to disclosure.
• Is publicly available through no fault of the receiving party.
• Was lawfully obtained from a Third Party without any obligation of confidentiality.
3. The obligation of confidentiality remains in effect for five (5) years after the termination of the Agreement, unless otherwise agreed.
4. Breach of confidentiality entitles the disclosing party to seek damages and other remedies available under law.

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ARTICLE 12. GOVERNING LAW AND DISPUTES

1. The Agreement and any disputes arising from it are governed exclusively by the laws of [jurisdiction], excluding its conflict of law provisions.
2. Any disputes that cannot be resolved amicably will be submitted to the competent court in [specific location], unless otherwise required by mandatory law.
3. For Consumers, disputes may also be resolved through an alternative dispute resolution (ADR) procedure, provided it is agreed upon by both parties.
4. Before initiating legal proceedings, the parties will make every effort to resolve disputes through negotiation or mediation.

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ARTICLE 13. SUSPENSION AND TERMINATION

1. Oded is entitled to suspend the performance of its obligations or to terminate the Agreement if:

a. The other party fails to fulfill its obligations under the Agreement, either partially or entirely;
b. After the conclusion of the Agreement, circumstances come to Oded's attention that provide good reason to fear that the other party will not fulfill its obligations. If there are reasonable grounds to fear that the other party will only partially or improperly fulfill the obligations, suspension is only allowed insofar as the default justifies it;
c. The other party was requested at the time of concluding the Agreement to provide security for the fulfillment of its obligations under the Agreement, and this security is not provided or is insufficient.

2. Furthermore, Oded is entitled to (have) the Agreement terminated if circumstances arise that make performance of the Agreement impossible, or unreasonable under the principles of fairness and equity, or if other circumstances occur that make it unreasonable to expect the continued performance of the Agreement unchanged.
3. If the Agreement is terminated, Oded's claims against the other party become immediately due and payable. If Oded suspends the performance of its obligations, it retains its rights under the law and the Agreement.

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ARTICLE 14. PAYMENT

1. Payment must be made within fourteen (14) days after the invoice date, unless the Parties have agreed otherwise in writing.
2. All payment terms are considered to be strict deadlines, unless expressly agreed otherwise in writing.
3. Payment will be made in a manner specified by Oded, in the currency in which the invoice was issued.
4. If the Other Party fails to make payment within the period mentioned in paragraph 1, it will be deemed in default by law. The Other Party will then owe statutory (commercial) interest on the outstanding amount. The Other Party will also owe a contractual interest of 2% per month or part of a month on the outstanding amount. These amounts will be calculated from the moment the Other Party is in default until full payment of the invoice amount(s).
5. If the Other Party fails to fulfill its obligations (on time), all reasonable costs incurred to obtain satisfaction without legal intervention will be at the expense of the Other Party.
6. As a minimum, the extrajudicial costs will be calculated according to the scale set out in the Dutch Act on the Standardization of Extrajudicial Collection Costs and the related Decree on the Reimbursement of Extrajudicial Collection Costs.
7. Any legal and enforcement costs incurred will also be charged to the Other Party.
8. In case of late payment, Oded has the right to immediately suspend or terminate deliveries to the Other Party, demand immediate payment for future deliveries, and/or reclaim already delivered goods.
9. Any entitlement of the Other Party to set-off or suspend payment for any reason is expressly excluded.
10. Oded reserves the right not to execute orders if previous deliveries by the Other Party have not been paid within the agreed payment term. Oded is not liable for any damage incurred by the Other Party as a result of non-delivery.
11. Payments made by the Other Party will first be applied to:

a. First: any owed interest and costs;

b. Second: due invoices that have been open the longest, even if the Other Party specifies that payment relates to a later invoice.

12. Oded may set off any amounts due from the Other Party (whether or not due) against amounts owed to Oded or its affiliated companies.

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ARTICLE 15. ADVANCE PAYMENT | SECURITY

1. Oded is entitled to request an advance payment of up to 25% of the final amount for assignments over €500 if it provides sufficient financial security.
2. Oded can request security from the Other Party when entering into the Agreement if the Other Party is not a consumer.
3. After the Agreement is concluded, Oded can request security if it has good reason to fear that the Other Party, being a non-consumer, will not fulfill its payment obligations. If the Other Party refuses or is unable to provide security, Oded is entitled to suspend the performance of the work to the extent justified.

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ARTICLE 16. WARRANTIES

1. The goods to be delivered by Oded comply with the usual standards and requirements that can reasonably be expected at the time of delivery and are intended for normal use.
2. Warranties for goods purchased by Oded from third parties are only given if and to the extent that the relevant manufacturer/supplier provides the same warranty to Oded, unless otherwise agreed in writing between the Other Party and Oded.
3. Any warranty expires if a defect arises due to failure to follow (supplier) instructions or Oded's instructions, improper use, incorrect storage or maintenance by the Other Party or third parties, or if the Other Party or third parties make modifications to the goods without written consent from Oded, attach unauthorized items, or alter them in any way other than prescribed.
4. The Other Party is required to inspect the delivered goods immediately upon receipt or completion of the relevant work to check if the quality and/or quantity corresponds with what was agreed. Any visible defects must be reported to Oded in writing within fourteen (14) days after delivery. Any hidden defects must be reported to Oded immediately, but in any case, no later than fourteen (14) days after discovery.
5. If a defect is reported late, the Other Party will lose the right to repair, replacement, or compensation.
6. If it is established that an item is defective and the complaint is timely, Oded will replace or repair the defective item within a reasonable time after return, or, if return is not reasonably possible, after written notification of the defect by the Other Party.
7. If it is established that a complaint is unfounded, the costs incurred by Oded, including investigation costs, will be fully charged to the Other Party.
8. After the warranty period has expired, all costs for repair or replacement, including administrative, shipping, and Oded's costs, will be charged to the Other Party.

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ARTICLE 17. FORCE MAJEURE

1. Oded is not obligated to fulfill any obligation towards the Other Party if it is hindered by a circumstance not attributable to fault, and which does not fall under its responsibility according to the law, a legal act, or prevailing commercial customs.
2. In the case of temporary force majeure, Oded is entitled to extend the term for performance of the Agreement by the period during which the temporary hindrance applies. If the hindrance lasts longer than two months, the Other Party may demand (partial) dissolution of the Agreement, without the right to compensation, without prejudice to the (payment) obligations of the Other Party for the part of the Agreement already performed by Oded.
3. In the case of permanent force majeure, Oded is entitled to terminate the Agreement with the Other Party by means of a written declaration without judicial intervention. Oded is not liable for any damage suffered by the Other Party.
4. Force majeure includes, but is not limited to, war and similar situations, government measures, strikes, staff illness, third-party obstructions, transport difficulties, transport bans, import/export bans, unforeseen technical complications, frost damage, fire, explosion, riots, and other serious disturbances in Oded's operations.
5. If Oded has partially fulfilled its obligations at the time of force majeure or can only partially fulfill them, Oded is entitled to invoice the already performed part or the part to be performed separately.

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ARTICLE 18. LIABILITY

1. Oded is not liable for any damage suffered or to be suffered by the Other Party, of any nature and/or extent, related to or arising from the execution of the Agreement, including damage to property owned by the Other Party (or third parties), as well as indirect damage, such as business damage, consequential damage, lost profit, missed savings, and damage due to business interruption.
2. Oded is never liable for damage or costs arising from actions, omissions, mistakes, or the quality of the work delivered by third parties engaged by Oded in the execution of the Agreement.
3. If the Other Party is a consumer, Oded's liability for personal injury caused by the execution of the Agreement is limited to the amount paid out by its liability insurance, plus any excess according to the policy, unless otherwise prescribed by mandatory law.
4. The liability limitations in sections 1, 2, and 3 do not apply in the case of intentional or gross negligence by Oded.
5. If Oded is liable for direct or indirect damage to the Other Party contrary to the provisions in sections 1 and 2, the liability is limited to the amount paid out under its liability insurance, plus any excess according to the policy.
6. In the case of a recall, Oded will only compensate direct or indirect damage to the Other Party if the recall is carried out in accordance with Oded's (recall) conditions.
7. Direct damage is defined as:

a. The reasonable costs for determining the cause and extent of the damage;

b. Any reasonable costs incurred to bring Oded's defective performance in line with the Agreement;

c. Reasonable costs to prevent or reduce damage, provided the Other Party shows that these costs have led to a reduction of direct damage.

8. If the Other Party has not yet been invoiced, the "invoice amount" referred to in this article is replaced by the 'agreed fixed price' or 'standard rate' that would have been charged to the Other Party for the performed work that caused the damage.
9. The Other Party indemnifies Oded against any claims from third parties related to damage concerning the agreements executed by Oded, unless it is legally established that such claims arise from intentional or gross negligence by Oded and the Other Party shows that no fault lies with them.

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ARTICLE 19. RISK TRANSFER

The risk of loss, damage, or depreciation passes to the Other Party when the goods are handed over to the Other Party.

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ARTICLE 20. INTELLECTUAL PROPERTY

1. Oded reserves all rights and powers under applicable intellectual property laws.
2. Oded is entitled to use its accumulated knowledge to perform other agreements than the one with the Other Party, while respecting confidentiality.
3. Oded is entitled to request its intellectual property at any time from the Other Party.
4. The Other Party may not disclose works under Oded's intellectual property without prior permission.
5. The Other Party may not employ Oded's personnel unless it has prior written consent from Oded.

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ARTICLE 21. COMPLAINTS PROCEDURE

1. Complaints about the execution of the Agreement must be submitted to Oded in full and in detail within a reasonable time after the Other Party has discovered the defects.
2. If the Other Party is not a consumer, complaints about the quality or quantity must be reported within twenty-four (24) hours of delivery.
3. After timely notification of a defect, the Other Party may not further use or dispose of the item without Oded’s written consent.
4. Oded is not obligated to replace items or compensate invoices if the Other Party has made it impossible to investigate