General terms of supply

These are the general terms of supply (Terms) of SF Distributions (SF Distributions). SF Distributions is located at Winthontlaan 30A, 3526 KV Utrecht, the Netherlands registered with the Chamber of Commerce (Kamer van Koophandel) under number: 60992492. 

These Terms apply to every offer of SF Distributions. Moreover, these Terms apply to any agreement that SF Distributions enter into with a buyer who will purchase the products supplied by SF Distributions (the Customer). 

SF Distributions reserves the right to change these Terms. The most recent version of the Terms applies. The Customer and SF Distributions may solely deviate from these Terms in writing. 

SF Distributions and the Customer are further collectively referred to as the Parties. 

Article 1 - Definitions

  • offer: an offer, quotation or proposal of SF Distributions ;

  • day: a calendar day;

  • in writing: written or by e-mail;

  • agreement: every agreement, accepted in writing or a signed offer relating to the delivery of products by SF Distributions to the Customer;

  • website:the website of SF Distributions.

Article 2 - Product

SF Distributions supplies record players, audio equipment, furniture and vinyl related products (the Product or Products). SF Distributions shall send these Terms to the Customer, free of charge. They are also available on www.swordfishandfriend.com.

Article 3 - Offer

  1. Every offer of SF Distributions is non-binding and can be revoked by SF Distributions, unless a term of acceptance is included.

  2. Every offer contains the necessary information to inform the Customer about his rights and obligation, and shall include, where possible:

    • the prices, without taxes or levies of the authorities;

    • a list (with specification) of the Products;

    • the contemplated date of delivery;

    • the cost for delivery;

    • the method of payment;

    • the method and actions required for entering into the agreement.

  3. The offer is accepted by the Customer when he has agreed in writing.

  4. SF Distributions may revoke an accepted offer from the Customer within seven days after acceptance without giving reasons. In that event the Parties have not enter into an agreement.

Article 4 - orders

  1. The Customer may place order requests from time to time or in once.

  2. The Customer places his order requests at our website, by e-mail, by electronic data link or by phone.

  3. An order shall come into effect once SF Distributions has confirmed the order in writing, unless otherwise stated in the offer.

  4. If SF Distributions cannot (fully) accept an order request, it will provide an alternative offer. The alternative order will solely become definitive after written acceptance of the alternative offer by the Customer.

  5. SF Distributions reserves the right to refuse an order request without giving reasons.

Article 5 - periodic order

  1. For periodic orders, the quantities of the Product and the frequency of delivery shall be recorded in writing.

  2. In case of periodic orders, the quantity of Products to be delivered is deemed to be the same as the previous period, unless the Customer indicates otherwise one day before delivery. 

  3. Parties can agree to a minimum and maximum order obligation.

Article 6 - Delivery and transport

  1. SF Distributions and the Customer make an appointment for delivery. The costs for delivery are clearly indicated on the website.

  2. SF Distributions determine the method of transport, after consultation with the Customer. 

  3. If the Customer wishes a different method of transport than the one proposed by SF Distributions, the extra costs will be charged to the Customer. 

  4. The delivery of the Products will take place within seven days after payment, unless otherwise agreed in writing. 

  5. Delivery takes place when the order is received by the Customer or employees of the Customer at the designated place and the delivery note is signed for approval.

  6. The Customer shall accept the delivery. If the Customer refuses to accept the delivery of the Products, the costs of additional delivery and storage shall be borne by the Customer. 

  7. Damage caused during the transport is at the expense and risk of SF Distributions.

  8. Delivery terms that are communicated by SF Distributions are indicative and do not count as a strict deadline. 

  9. SF Distributions may deliver the Products in parts.

Article 7 - Duration

  1. The agreement of sale and supply between SF Distributions and the Customer is for an indefinite period of time, unless otherwise agreed in writing.

  2. Parties can terminate the agreement in writing. A notice period of five days applies.

  3. A party may terminate the agreement with immediate effect when the other party is bankrupt or is granted a suspension of payments arrangement.

Article 8 - Pricing

  1. The communicated prices are in EUROS, without VAT, and subject to the changes deriving from adjustments and errors.

  2. An offered price includes expenses for packaging, transport, dispatch and taxes or levies (except VAT) by the authorities, unless stated otherwise.

Article 9 - Payment and Collection Charges

  1. The Customer may pay in advance by Ideal, Creditcard, Paypal or bank transfer via our B2B-portal, unless Parties have agreed upon payment on invoice.

  2. If the Customer receives an invoice, he must always pay within fourteen days of the invoice date, unless otherwise agreed.

  3. If the payment by the Customer is due, he will automatically be in default, without a notice of default being required. In case of default, the Customer owes SF Distributions the statutory commercial interest. The interest on the payable amount is calculated from the moment that the payment is due, until the moment that the payable amount has been paid by the Customer in full. 

  4. If the Customer does not pay in time, he shall automatically be in default. He will then be due to the SF Distributions extrajudicial costs. In case of an invoice amount to € 267, these costs will be in € 40. In case of a higher invoice amount, the maximum collection fees are as follows:

    • 15% on the first € 2,500;

    • 10% on the part that remains thereafter, up to € 5,000;

    • 5% on the part that remains thereafter, up to € 10,000;

    • 1% on the part that remains thereafter, to € 200,000;

    • 0.5% on the remaining part.

  5. Any outstanding amounts by the Customer are immediately payable in the following cases:

  • the Customer exceeds a payment term;

  • the Customer is insolvent or files for a suspension of payment or any other insolvency procedure;

  • the Customer (company) is dissolved or liquidated;

  • the Customer (private individual) is made the subject of a guardianship or deceases;

  • there is another circumstance by with the Customer can no longer freely dispose of his asset.

Article 10 - Retention of title

  1. All the Products delivered by SF Distributions shall remain the property of SF Distributions until the Customer had fully complied with his payment obligations as agreed in article 9. 

  2. The Customer will reasonably do everything that can be expected of him to secure the Property of SF Distributions .

  3. If third parties seize the delivered Products subject to retention of title or wish to establish or assert rights to them, the Customer is obliged to inform the SF Distributions of this as soon as may reasonably be expected. 

  4. If SF Distributions want to exercise its property rights, the customer gives unconditional an irrevocable consent to SF Distributions.

Article 11 - Inspections and Complaints

  1. SF Distributions delivers the Products together with a delivery note. This delivery note will be signed by both Parties upon delivery. The delivery note establishes which Products have been delivered and is binding for both parties. 

  2. The Customer is obligated to inspect the Products upon arrival of the Products. The Customer shall examine whether the quantity and the quality of the Products are in accordance with and meet the requirements of the agreement. 

  3. The Customer shall notify SF Distributions of any visible defects or shortcomings in writing within two days after the delivery of the Products. The Customer shall notify SF Distributions in writing within two days after discovery of defects and shortcoming that are invisible at first sight. The notification must contain a detailed description of the defect/shortcoming. 

  4. A timely notified complaint does not suspend or cancel any payment obligation of the Customer.

  5. In case of a defect/shortcoming SF Distributions will at its sole discretion repair, replace or refund the Products, unless:

    • the Customer has not submit his complaint in time as described in this article;

    • the Products cannot be identified as Products of SF Distributions;

    • the defect is subject to normal wear and tear, or caused by injudicious or improper use;

    • the Customer has not stored the Products in the usual manner;

    • SF Distributions has not had the opportunity to research the Products;

    • the Customer does not comply to his obligations

  6. If it is established that a complaint is unfounded, the Customer shall compensate SF Distributions for all made expenses (such as research costs).

Article 12 - Return of Products

  1. The Customer may only return (part of) the order in consent with SF Distributions . After approval SF Distributions will inform the Customer of the return policy.

  2. The Customer will arrange the transport for his own risk and account.

  3. SF Distributions will check the conditions of the returned Products upon time of arrival in its warehouse and refund the purchase price within 5 days if the Products:

    • are not used;

    • not have been damaged;

    • are returned in the original packaging or which have been repackaged.

  4. By reselling, renting or otherwise using or giving the Products in use, the right to return lapses.

Article 13 - Guarantees

  1. SF Distributions issues for all the Products a guarantee of 2 years.

  2. No guarantee is given if there is any of the situations mentioned in section 5 of article 11. In addition, the guarantee lapses if the Customer does not invoke the guarantee in writing within five days after discovery of the defect. 

  3. SF Distributions has the right to fulfil its obligations under the guarantee by repairing, supplying a replacement product or by refunding the invoice value. Refund of the invoice value is only possible on the account number of which the invoice has been paid.

Article 14 - Liability and indemnification

  1. SF Distributions warrants that the Products comply with the relevant Dutch Law and regulations and usual requirements and standards.

  2. Minimum deviations in - for example but not limited to - measures, amounts, weight and colour cannot be referred as shortcoming of SF Distributions under the agreement.

  3. SF Distributions is not liable to the Customer for any indirect or consequential loss or damage, third party claims, loss of data, penalties of costs resulting from a contract or from the use of the Product.

  4. The liability of SF Distributions is always limited to the invoice value up to a maximum of € 1,250,000.

  5. In any case, the liability of SF Distributions shall never exceed the amount paid by its insurer.

  6. The limitations set out in this article do not apply if the damages are the result of an intentional act or gross negligence of SF Distributions.

Article 15 - Limitation Period

The limitation period for all claims and defenses against SF Distributions is one year.

Article 16 - Intellectual Property

  1. SF Distributions warrants that the Products does not breach Dutch intellectual property rights of third parties.

  2. Unless otherwise agreed in writing the intellectual property of the Products, including all plans, documents, pictures, drawings, programming, creations and related information belonging to the Products, remain property of SF Distributions. This provision also applies if related expenses are charged or when improvements have been on the Products.

Article 17 - Confidentially and privacy

  1. Unless there is a legal or professional duty to disclose, the Parties shall keep all information about each other confidential and shall not share the information with third parties.

  2. SF Distributions shall not use the information provided by the Customer for any purpose other than which it was provided, except where SF Distributions acts in a procedure which such information may be relevant.

  3. Parties shall not disclose the contents of agreements, order confirmations, quotations, reports, advice or other expressions of each other, whether or not in writing, and shall ensure that third parties do not see the contents thereof.

Article 18 - Termination

SF Distributions has the right to dissolve the agreement with the Customer, without further notice of default being required, as the Customer:

  1. is declared bankrupt;

  2. suspension of payment is granted;

  3. request another legal or informal debt restructuring;

  4. is affected by executory seizure;

  5. is affected by conservatory seizure and this is not lifted within 30 days; or

  6. is placed under guardianship or administration.

Article 19 - Force majeure

  1. SF Distributions may, during the period of force majeure, suspend the obligations under agreement. If this period exceeds two months, both Parties may terminate the contract without being liable to pay any compensation.

  2. If SF Distributions has partially fulfilled its obligations and if the fulfilled part has independent value, SF Distributions may invoice the fulfilled part.

Article 20 - Nullity

If any part of these conditions is void or voidable, this does not alter the validity of the remainder of these conditions. The invalid or unenforceable part shall be replaced by provision that most closely follows the content of the invalid provision.

Article 21 – Conflicting Clause

In the event that these Terms and an agreement between Parties contain conflicting conditions, the conditions in the agreement shall apply.

Article 22 – Applicable Law

Dutch Law.

Article 23 – Competent Court

The court of Amsterdam.