General Terms and Conditions

Article 1. Definitions

In these General Terms and Conditions, the following terms shall have the following meanings:

• Affiliate(s): means the legal entity/ies that is/are under the direct or indirect control of Circum Navi Holding B.V.
• ASN (Aqua Star Network): the legal entity Circum Navi Holding B.V. registered at the Chamber of Commerce under number 74115553 having its registered place of business in Haarlem on the Palletweg 31 (2031 DD) and its Affiliates.
• The Contract: a contract concluded between ASN and the Reseller
• Consumers: the natural person who does not act for purposes related to his/her commercial, trade, craft or professional activities;
• Day: calendar day;
• Force Majeure: shall mean any event beyond the control of a Party which delays, interrupts or prevents the performance, in whole or in part, by that Party, of its obligations hereunder.
• Products: all products offered and/or sold by ASN.
• Reseller: the person or legal entity that is purchasing Products in the normal course of business with the purpose to sell the Products to Consumers;

Article 2. Applicability

1. These General Terms and Conditions (GTC) apply to all Contracts concluded between ASN and the Reseller. Where ASN acts as an Agent only Article 3 of these GTC will be applicable.
2. ASN shall provide the Reseller with these GTC together with the order confirmation.
3. ASN shall be entitled to change these GTC from time to time as it deems necessary.

Article 3. ASN as an agent

1. For some brands ASN will function as an agent. Orders for these brands placed by Reseller will be forwarded to the appropriate brand holder. The contract will be concluded between the brand holder and the Reseller.
2. Orders can be placed by e-mail or through the ASN portal.
3. The general terms and conditions of the appropriate brand holder will be applicable on these orders.
4. Order confirmation, delivery and payment will be directly from brand holder to Reseller.

Article 4. ASN as stock holding distributor

1. For some brands ASN will be stock holding distributor. Orders placed for these brands placed by Reseller will be handled by ASN.
2. Reseller places his order with ASN either directly by e-mail or through the ASN portal.
3. The Contract between the Reseller and ASN will be effective as of the moment ASN has accepted the order and Reseller has received the order confirmation.
4. Delivery will be done by ASN to the address provided by the Reseller. Transport fees will be applicable and will be included in the order confirmation in accordance with the Transport Fees Policy, which forms an integral part of these GTC.
5. ASN may, within statutory framework, obtain information about the Reseller’s ability to fulfil his payment obligations, and all facts and factors relevant to responsible conclusion of the Contract. If, acting on the results of this investigation, ASN has proper grounds for not concluding the Contract, it has the right to reject an order or request, supported by reasons, or to attach special terms to the execution of the Contract.

Article 5. ASN as non-stock holding distributor

1. For some brands ASN will be non-stock holding distributor. Orders placed for these brands placed by Reseller will be handled by ASN.
2. Reseller places his order with ASN either directly by e-mail or through the ASN portal.
3. The Contract between the Reseller and ASN will be effective as of the moment the ASN has accepted the order.
4. Delivery will be done by brand holder to the address provided to ASN by the Reseller (drop shipment). Transport fees will be applicable and will be included in the order confirmation.

Article 6. The price

1. Prices will be as subject to changes in prices due to changes in VAT rates.
2. All prices mentioned in the offer are excluding VAT.

Article 7. Payment

1. 1The amounts to be paid by the Reseller must be settled within 14 days after receipt of the invoice. Products will be delivered after receipt of the full amount of the invoice unless expressly agreed otherwise.
2. The Reseller has the duty to promptly inform ASN of possible inaccuracies in the payment details that were given or specified.

Article 8. Delivery, general

1. ASN shall execute accepted and paid orders as soon as possible but at least within 7 business days of payment of the invoice, unless another delivery period has been agreed upon.
2. If delivery has been delayed, or if an order cannot be executed or can be executed only partially, the Reseller shall be informed about this within 7 business days after payment.

Article 9. Transfer of ownership, retention of title

1. The ownership of the Products transfers from ASN to the Reseller at delivery, unless expressly agreed otherwise.
2. Notwithstanding Article 8.1 hereinabove, ASN reserves ownership of the Products until the relevant invoices have been paid.
3. When Reseller fails to meet its payment obligations or if ASN has good reasons to believe Reseller will fail in doing so, ASN reserves the right to retrieve the Products under retention of title. Reseller hereby authorises ASN to enter the premises where the Products are located, in order for ASN to retrieve such Products. Any and all costs associated with retention of the products or collection of the debt will be for the Reseller.

Article 10. Defects and complaints

1. Reseller is obliged to thoroughly inspect the Products upon receipt.
2. Reseller shall inform ASN of any and all defects in the delivery or of the Products within 24 hours after receipt of the Products.
3. Reseller shall return any defected Products to ASN and ASN shall provide Reseller with replacement Products as soon as possible.

Article 11. Sale of Products

1. Reseller warrants to ASN that the Products will be sold in the course of Resellers’ business and undertakes to offer the Products for sale only through its own established retails outlets, or website, unless expressly agreed otherwise. For the sake of certainty, if Reseller wishes to sell the Products through marketplaces, such as but not limited to Bol.com. Amazon.com, Reseller will need express prior approval of ASN. Breach of this provision shall be deemed a default
2. Reseller acknowledges that unless otherwise agreed, it shall have no exclusivity to offer any of the Products for sale in a particular area and that ASN is free to sell any Product to any other Reseller or customer in the area where the Reseller carries on trade and elsewhere.

Article 12. Intellectual Property

1. Reseller acknowledges and agrees that the brand holders and or ASN are the sole owners or licence holders of all intellectual property rights on the Products, designs, trademarks, drawings, images etc.
2. Nothing in these GTC shall give Reseller any right in brand holders or ASN’s Intellectual Property, trademarks of tradename and Reseller acknowledges that all such rights will remain vested in applicable brand holder.
3. Reseller receives a sublicense to use brand holders’ trademarks and images solely for the purpose of marketing and selling Products in the course of its business.

Article 13. Confidentiality

1. For the purposes hereof, the expression "Confidential Information" shall mean any party’s intellectual property rights, artistic, creative, technical, commercial or financial information, not generally known in the industry nor in the public domain, which is known to either party as a result of either party’s discussions with the other party with respect to the sale and purchase of the Products.
2. Either party hereby acknowledges that the Confidential Information is a valuable trade secret of the other party, and either party hereby agrees to maintain and protect same in the strictest confidence, not to disclose same to any third party without the other party’s prior written consent or otherwise obliged by statutory law, court decisions or orders by the relevant official authorities and not to use same other than for the purposes of performing its services hereunder.

Article 14. Force majeure

1. In the event either Party cannot meet its obligations due to Force Majeure, such obligations shall be suspended for the duration of the Force Majeure.
2. In the event that the event of Force Majeure last for a period over one month, Parties shall be entitled to terminate the agreement. Parties shall not be entitled to any damages because of termination as a result of Force Majeure.

Article 15. Severability

1. Any section, subsection or other division of these GTC, or any other provision hereof, that is or becomes illegal, invalid or unenforceable in any jurisdiction shall be severed here from, shall be ineffective to the extent of such illegality, invalidity or unenforceability and shall not affect the remaining provisions hereof or the enforceability thereof in such jurisdiction or the validity or enforceability of any provision hereof in any other jurisdiction.

Article 16. Disputes

1. Any and all disputes between the Reseller and ASN shall be governed by Dutch law. Disputes will be brought before the authorised courts of the district of Noord-Holland. Location Haarlem, the Netherlands.