1. These terms and conditions apply to all quotations by Straw by Straw and all agreements it concludes with other parties ("Customers"), unless Straw by Straw expressly agrees otherwise.
2. These terms and conditions prevail over terms and conditions provided by Customers. If the contents of an agreement or quotation deviates from these terms and conditions, the contents of the agreement or quotation prevail.
3. Straw by Straw may cancel or amend any quotation made, unless the quotation expressly provides that it is binding.
4. Orders made by Customers only bind Straw by Straw if it expressly accepts them.
5. Prices are exclusive of VAT and other taxes or levies.
6. Payments to Straw by Straw are made in euro (EUR) within 14 days of the invoice date. Statutory interest within the meaning of article 6:119(a) of the Dutch Civil Code is automatically added to late payments.
7. Straw by Straw may make partial deliveries and may issue partial invoices.
8. If Straw by Straw has supplied a good or rendered a service, the payment for this good or service may not be suspended.
9. Delivery periods and times quoted or agreed are not final deadlines, unless expressly agreed otherwise.
10. If delivery is impossible or delayed due to a circumstance attributable to the Customer, Straw by Straw may charge all additional costs it incurred.
11. Straw by Straw is not liable for any indirect, incidental, special, consequential or punitive damage or any loss of profits or revenues. In any case, Straw by Straw's aggregate liability is limited to the amount paid out under Straw by Straw's insurance policy or the value of the invoice, whichever is lower.
12. Clause 11 does not apply to damage incurred by Customers as a consequence of intent or wilful recklessness on the part of Straw by Straw.
13. Following delivery, any damage or loss must be reported to Straw by Straw within eight days after it became known to the injured party. All claims expire six months after the event that caused the damage occurred.
14. Customers indemnify Straw by Straw against all claims of third parties arising from circumstances that are attributable to Customers, including Customers' failure to comply with specifications and instructions provided by Straw by Straw, as well as misuse of the goods.
15. The products may be used, sold or distributed by Customers only under the brand, logo, trade name and specifications under which they were delivered, unless Straw by Straw agrees otherwise in writing.
16. Straw by Straw does not transfer any intellectual property rights to Customers. None of Straw by Straw's products may be reproduced, published or imitated in whole or in part. Quality, labelling and imprints may not be changed.
17. All information originating from Straw by Straw that can be reasonably assumed as confidential may not be shared, given access to, or made public in any way.
18. In the case of circumstances as set out in section 6:75 of the Dutch Civil Code (force majeure), the performance of an agreement will be fully or partly suspended for as long as the situation of force majeure continues, without either party being liable for payment of any compensation to the other party.
19. Customers may only suspend or dissolve an agreement on grounds of material breach.
20. Customers may not assign rights, obligations, or the performance of obligations, to third parties without Straw by Straw's prior written approval.
21. The invalidity of any provision or part of a provision of a quotation, agreement or these terms and conditions will not affect the validity of the other provisions of the agreement or these terms and conditions.
22. The legal relationship between Straw by Straw and the Customer is governed exclusively by Dutch law. The Vienna Sales Convention does not apply.
23. All disputes between Straw by Straw and the Customer arising out of or in connection with any quotation, any agreement or these terms and conditions will be resolved by the Amsterdam District Court