1. Acceptance/ Agreement
These Terms and Conditions supersede all other terms and conditions, oral or written, and all other communications between the parties suggesting additional or different terms. These Terms and Conditions represent the final and complete understanding of the parties and may be amended or cancelled only by written agreement signed by both parties. These Terms and Conditions expressly limit acceptance to these provisions. No order shall have any force or effect until acknowledged in writing by Horze International GmbH (hereinafter “Seller”). Any proposal for additional or different terms or any attempt by Buyer to vary in any degree any of the provisions of these Terms and Conditions is hereby deemed material and is objected to and rejected. No terms of any document or form submitted by Buyer shall be effective to alter or add to the provisions contained in these Terms and Conditions. Unless otherwise stated herein, Buyer’s receipt of any portion of the goods (“Goods”) shall constitute acceptance of these Terms and Conditions, unless Buyer immediately returns all such Goods.
2. Acceptance of trade
The seller can only give the Buyer permission to sell any goods from the Seller in the Buyers physical store. Only by agreement can the Buyer sell any goods from the Seller in the Buyer’s ecommerce store. All other sales channels must be approved by the Seller in advance of the trade.
Seller’s prices are subject to change without notice. Unless otherwise specified, all quotations are binding only for immediate acceptance. Seller has the right to cancel any order, for any reason; including mistakes in pricing made by Seller.
Freight cost will be added to orders whose tax-free total amount stated in the order confirmation does not exceed the free freight limits. Freight costs are determined by number of parcels and destination of the shipment. Free freight limits may vary by country.
Purchase prices on the online order portal do not include any sales, use, excise, privilege, or other taxes or assessments now or hereafter imposed or levied by or under the authority of any Federal, State, or local law, rule, or regulation concerning the Goods sold hereunder or the manufacture or sale thereof.
For all orders delivered to Netherlands, Finland or Norway the local value added tax is added to the prices. When shipped to another EU country than the Netherlands or Finland, reverse tax liability is applied and the sale is considered to be tax-free distance selling. The Buyer must send Seller a valid VAT tax number while opening an account. If the Buyer does not have a valid VAT tax number or it has not been delivered in advance to the Seller, the VAT of the source country will be added to the invoice. When shipped outside EU elsewhere than Norway, the Buyer is responsible for bringing the goods into the country and reporting VAT. The sale is considered to be tax-free export trade.
5. Terms of Payment
The valid payment terms are always stated on the invoice. All payments are due according to the due date on the invoice and all orders are subject to acceptance at Seller’s office. The full payment should be received on due date at the bank account stated on the invoice. The payment should always include Seller´s invoice number as reference.
If the Buyer orders on pre-payment terms, the order will only be shipped when the payment is registered on the Buyer´s bank account. If the pre- payment has not been registered within 10 days from the order confirmation date, the order will be cancelled.
By signing the credit application form the Buyer accepts the Seller´s payment terms as well as collection procedures. The Buyer has the right to apply for change in their credit conditions. The Seller has the right to change any customer's credit limit and terms of payment if necessary, as well as demand advance payment for any order regardless of the terms of payment.
6. Delayed Payments and Collection Procedures
The customer is obligated to pay a valid penal interest for all payments made after the due date. The penal interest rate is stated in the original invoice. The Seller has the right to leave the order unsent, if the Buyers credit limit has been exceeded and/or until all unpaid invoices are paid.
If Buyer accrues outstanding invoice(s) seven days after due date, the Buyer will send 1-2 requests for payment (depending on country). If the Buyer after one month still neglects to pay or agree to terms of payment, the account will be closed and Buyer will be sent to collection. The customer is obligated to compensate all costs caused by debt collecting. An account opening fee will be charged in order to open the account again. Seller will only sell to Buyer with prepayment until Buyer proves to be worthy of trust again.
7. Risk of Loss
All risk of loss or damage to Goods shall pass to Buyer upon delivery to Buyer, to its designated agent, or to a carrier for delivery to Buyer, whichever occurs first. In case of loss or damage, Seller will assist in the making of a claim against the carrier of the goods.
Due to a fast order and shipping process no changes can be made to orders confirmed by the Seller. Confirmed orders will normally be packed and shipped from the Seller´s central warehouse within 2 working days. The Seller reserve the right for delayed shipments during busy periods like campaigns or high seasons.
9. Warranties and Limitations of Warranties
Seller expressly warrants that, for a period of one year after shipment the Goods will be free from defect in material and workmanship. THESE ARE SELLER’S ONLY WARRANTIES. SELLER MAKES NO OTHER WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED. ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED BY SELLER AND EXCLUDED. Buyer must pass all written warranties, instructions, and warnings provided by Seller onto the end user of the Goods.
If Buyer notifies Seller in writing within the warranty period of a defect in any Goods or part thereof sold by Seller to Buyer, and if Seller determines, after appropriate tests and inspection by Seller, that such Goods or part thereof are not in conformity with the warranty given hereunder, Seller will repair or replace, at its sole option, F.O.B. point of distribution, the defective Goods or part thereof, provided Buyer returns such Goods or part thereof to Seller, freight prepaid. No Goods or part thereof shall be returned without Seller’s prior approval. This shall be Buyer’s exclusive remedy for Seller’s liability hereunder. Any claims not made within the warranty period are deemed waived by Buyer. In lieu of repairing or replacing the defective Goods or part thereof, Seller may, at its sole option, refund the purchase price therefore.
Seller’s liability to Buyer, or anyone claiming through or on behalf of Buyer, with respect to any claim or loss arising out of any Goods sold by Seller to Buyer or alleged to have resulted from an act or omission of Seller, whether negligent or otherwise, and whether in tort, contract, or otherwise, including failure to deliver, delay in delivery, or breach of warranty, shall be limited to an amount equal to the purchase price of the Goods or part thereof with respect to which such liability is claimed or, where appropriate and at the option of Seller, to replacement of the Goods or part thereof. In no event shall Seller be liable for any bodily injury, death, or property damage resulting from or in any way arising out of the Goods or their sale, use, or manufacture. IN NO EVENT SHALL SELLER BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES, OR EXPENSES.
If Buyer, enduser, or any third party repairs or modifies all or part of the Goods without the prior written consent of Seller, or if the products are not used or maintained in compliance with Seller’s directions, instructions or warnings, this warranty shall be void. All products intended for wear on either horse or rider must be properly fitted by knowledgeable and qualified personnel. If such items are not properly fitted, this warranty shall be void.
Buyer shall inspect the Goods as soon as possible, but at least within seven days, after receipt, and Buyer shall immediately notify Seller in writing of any claims that the Goods do not conform to Seller’s warranty for such Goods.
11. Returns and reclamation
Goods may not be returned without prior written authorization by Seller.
The Buyer has a right to claim and return the goods if the goods are damaged, defected or insufficient. The product description available in the online store and the date of purchase define the possible compensation paid for the product. Giving sufficient information about the reasons of the return is important. If the product has been worn-out or broken because of faulty usage, it has been mishandled or its reasonable operating life is over, a claim will not be accepted by the Seller.
If the Seller and Buyer have agreed on a product return, the returned goods must be in good condition in their original packaging and able to be returned to stock. If not otherwise agreed to by the Seller, all Goods returned must be shipped to seller prepaid. Discontinued or customized products (carts, embroideries etc.) are not returnable for credit.
If the Goods are manufactured in accordance with specifications or other directions provided by Buyer, Buyer shall indemnify, defend, and hold harmless Seller against all claims, losses, liabilities, and expenses, which Seller may incur or become liable to pay with respect to such Goods, including product liability claims, claims relating to patent, trademark, copyright infringement, or unfair competition, claims of non-compliance with any Federal, State, or local law or regulation, and any other claim of any third party which relates to or in any way arises out of such specifications or other directions provided by Buyer.
Buyer shall indemnify, defend, and hold harmless Seller against all claims, losses, liabilities, and expenses which Seller may incur or become liable to pay which relate to or in any way arise out of Goods being subjected to, in whole or part: (i) improper storage; (ii) accident, damage, abuse or misuse; (iii) abnormal operating conditions or applications; (iv) operating conditions or applications above the rated capacity of the Goods; (v) any use or application other than or varying in any degree from that for which the goods were designed; (vi) the failure to comply with any warnings, instructions, or maintenance procedures provided by Seller; or (vii) any improper fitting of any Goods.
Except as provided in Section 11 with respect to Goods manufactured in accordance with specifications or directions provided by Buyer and except for Goods or components thereof manufactured by others and resold by Seller, and provided Buyer has made all payments due hereunder, Seller shall defend, at its expense, any suit or proceeding brought against Buyer based upon any claim that the Goods or any part thereof infringe a patent issued as of the date of Seller’s quotation and shall pay any damages and costs awarded therein against Buyer, provided that Seller is notified promptly in writing of such claim and is given full authority, information and assistance by Buyer to defend or settle the suit. If the Goods or any part thereof are deemed to infringe any such patent, Seller shall, at its expense and sole option either: procure for Buyer the right to continue using said Goods or part; replace them with non-infringing Goods or parts; modify them so they become non-infringing; or remove them and refund the purchase price for them.
14. Force Majeure
Seller shall not be liable for any delay in or failure of performance due to any contingency beyond its reasonable control.
Seller shall have the right to terminate this Agreement or to cease work hereunder, in whole or in part, at any time, if (i) Buyer is in default of or commits a breach of any of the provisions of these Terms and Conditions or any other agreement it has with Seller, (ii) a petition initiating a proceeding under any applicable law relating to bankruptcy, insolvency, or reorganization is filed by or against Buyer, (iii) Buyer executes an assignment for benefit or creditors, (iv) a receiver is appointed for Buyer or any substantial part of its assets, or (v) Seller shall have any reasonable ground for insecurity with respect to Buyer’s ability to perform and Buyer is unable to provide Seller with adequate assurance of its ability to perform within ten days after written request therefore by Seller. Seller’s right to terminate under this section is not an exclusive remedy. Seller shall be entitled to all other rights and remedies it may either at law or in equity. No termination hereunder shall affect any accrued rights or obligations of either party as of the effective date of such termination.
In absence of agreed shipping dates, Seller shall have the right to invoice Buyer and ship the Goods once they are ready for shipment. If Buyer is unwilling to accept shipment of the Goods on the agreed shipping date or as provided in the prior sentence, Seller may, at its option, place the Goods in storage and bill Buyer for the storage charges. In such case, risk of loss shall pass to Buyer when the Goods are placed in storage, and the date the Goods are placed in storage shall constitute the date of shipment for purposes of beginning the warranty period.
Failure of Seller at any time to require Buyer’s performance of any obligation hereunder shall not affect Seller’s right to require performance of that obligation or of any other obligation of Buyer hereunder. No delay, or omission in the exercise of any right, power, or remedy hereunder shall impair such right, power, or remedy or be considered to be a waiver of any default or acquiescence therein.
Buyer shall not assign any of its rights or obligations hereunder without Seller’s prior written consent. These Terms and Conditions shall be construed in accordance with the laws of the European Union without regard to any rules on conflicts of laws. The section headings contained herein are not part of these Terms and Conditions and are included solely for the convenience of the parties.