General Terms and Conditions of Sale

1.    Scope

1.    The following General Terms and Conditions (hereinafter the General Conditions) apply to all offers, accepted orders, contracts of sale and other agreements (hereinafter Agreement) relating to deliveries of goods and ancillary services by TotalToys VOF, in Eygelshoven, the Netherlands (hereinafter TotalToys) to its counterparty (hereinafter the Principal), unless both parties have expressly provided otherwise in writing. These General Terms also apply to all orders received by TotalToys via the internet. These General Terms and Conditions also apply to all orders that TotalToys receives via the internet.

2.    All deliveries and services, as well as all sales and offers, are based on these Terms and Conditions, even if TotalToys does not specifically refer to them. The validity of the General Terms and Conditions can only be excluded in whole or in part by express, written agreement for an individual transaction.

3.    Any general terms and conditions of the Client, if they have not been expressly accepted in writing by TotalToys, are not binding on TotalToys, even if they are not expressly rejected by TotalToys.

4.    If any provision of these General Terms and Conditions is declared invalid in whole or in part, the validity of the remaining provisions of these General Terms and Conditions and the General Terms and Conditions as such will remain unaltered.

2.    Orders

1.    An offer made by TotalToys is without obligation, unless it has been expressly indicated in writing to the Client that it is binding.

2.    Information published by TotalToys in (online) price lists, websites or other documents is also not binding, unless expressly agreed between the parties. Figures, dimensions, drawings, images, weights, information, specifications and other descriptions of goods provided by TotalToys have been prepared with care, but TotalToys does not guarantee the correctness, completeness or absence of any irregularity and TotalToys does not accept any liability in that regard. .

3.    Realization of the agreement

1.    The conclusion of an Agreement is considered completed on the day that the order is confirmed in writing by TotalToys (not with the automatic order confirmation) or with the delivery of the ordered goods. The minimum order value is €200 net. 

2.    Oral promises, agreements or other legal acts are only binding on TotalToys if they are made or performed by persons authorized to legally represent TotalToys.

3.    No modification or alleged modification of any term of these Terms and Conditions or any Agreement shall be binding on TotalToys unless agreed in writing.

4.    The General Terms and Conditions also apply to all future transactions without the need for a new express agreement.

4.    Prices, payment terms and security

1.    Unless otherwise stated, the prices of the goods are based on delivery FCA in accordance with the most recent version of the Incoterms. All prices are exclusive of VAT and any other costs, expenses, levies, such as taxes or import duties, unless expressly agreed otherwise.

2.    Increases in prices or (cost) price-determining factors that occur after the offer can be passed on to the Client, even if the Agreement has already been concluded and even if the increases are the result of foreseeable circumstances.

3.    The full sales price must be received by TotalToys before the goods are delivered by TotalToys to the Client.

4.    Payments must be made without set-off or any other reduction or deduction. Unless otherwise agreed, TotalToys’s invoices are payable 21 days after the invoice date. Deductions or discounts require a specific written agreement. Payments are deemed to have been made at the time of receipt on TotalToys’s bank account.

5.    If the Client fails to fulfill its (payment) obligations, TotalToys is entitled, at its own discretion, to terminate the Agreement(s) immediately in writing or to suspend delivery, even if a fixed delivery time has been agreed.

6.    If TotalToys has agreed with the Client in writing on a payment term other than full payment in advance, TotalToys can demand proper security for the fulfillment of the Client’s payment obligations, for example by means of a bank guarantee. The Client’s refusal to provide the required security entitles TotalToys to terminate the Agreement(s) by means of a written notice, without prejudice to its right to claim compensation for (all) damage, costs and interest.

7.    If the Client does not pay an amount due within the agreed term, the Client will be in default by operation of law and TotalToys will in that case be entitled to charge interest of 8% on an annual basis from the due date of the unpaid invoice, without prejudice to any other legal remedies available to you. TotalToys disposes of, such as compensation for damage and costs incurred by it.

8.    The full price for the goods is in any case immediately due and payable if the Client:

1.    is declared bankrupt;

2.    liquidate his business or find himself in similar circumstances;

3.    applies for a moratorium;

4.    guardianship is requested or he otherwise loses free disposal of his assets;

5.    if the goods or claims of the client are seized; and

6.    in the event of the death or dissolution of the Client.

9.    Warranty claims are no reason for postponement of payment.

5.    Delivery, delivery times, shipping costs, transfer of risk and ownership

1.    Deliveries are sent from TotalToys warehouse to the delivery address specified by the Client. Delivery is always at the expense and risk of the customer (FCA warehouse in Eygelshoven). Transport and insurance are therefore for the account and risk of the Client from the moment the goods are loaded on the first means of transport, unless expressly agreed otherwise in writing.

2.    Delivery times are estimated delivery times and are not binding, unless expressly confirmed otherwise by TotalToys in writing. Exceeding agreed delivery times, for whatever reason, does not entitle the Client – even after notice of default – to dissolution, compensation and/or suspension. The expiry of a delivery term does not constitute default. In any case, the delivery time will not commence until the parties have reached agreement on all details and all data necessary for the proper execution of the Agreement.

3.    The shipping costs are €80 for every €500 of goods ordered.

4.    The transfer of risk and the transfer of ownership of the goods takes place at the time of transfer to the carrier.

5.    If the goods have not been paid in full at the time of delivery, the ownership of the goods will only pass to the Client after TotalToys has received the full sale price of the goods. In the event that the Client does not (timely) fulfill any of its obligations under the Agreement – for example because the Client has been declared bankrupt or ceases its business or is in similar circumstances, such as suspension of payment – TotalToys is entitled, without prior notice of default , to retrieve the goods. TotalToys and its representatives have the right of access to all business and other buildings of the Client or third parties who hold the goods for the Client, the latter giving TotalToys an irrevocable power of attorney for this. The Client is obliged to provide all reasonable cooperation for this

6.    If the Client refuses to take delivery of the goods at the agreed time or in accordance with these General Terms and Conditions, all resulting costs (including freight, handling and storage costs) will be borne by the Client. In addition, the Client forfeits to TotalToys an immediately due and payable fine, which is not subject to mitigation, of 10% of the agreed sales price for the goods ordered under the Agreement, without prejudice to TotalToys’s right to dissolve the Agreement and full compensation to the Client for to demand the damage suffered as a result of such a shortcoming.

6.    Force of the majority

1.    In the event that TotalToys or its suppliers are hindered by a case of force majeure, TotalToys has the right to extend the delivery date by an appropriate period, not shorter than the duration of the force majeure. Force majeure is understood to mean a case of government intervention, war, threat of war, civil war, riot, pandemic, industrial action, lockout, transport difficulties, fire, scarcity of energy or raw materials, delay in delivery of parts supplied by or on behalf of the Client, strikes and other serious disruptions or unforeseen problems in TotalToys’s business or that of its suppliers, and any other event beyond TotalToys control. TotalToys will inform the Client without delay in the event of force majeure and ensure that any inconvenience to the Client is kept to a minimum. If the situation causing the force majeure continues for longer than three months or as soon as it appears that it will continue for longer than three months, TotalToys has the right to dissolve the Agreement in whole or in part insofar as it has not been performed, and to claim payment for the parts performed, without any obligation to compensate the Client for damage.

7.    Damage to the shipment / complaints

1.    Before receiving the delivery, the Client is obliged to check whether the contents are correct, the number is complete and the packaging is undamaged. Visible transport damage must be confirmed immediately on the delivery documentation of the carrier. Claims for transport damage must be submitted by the Client to the carrier (parcel service, forwarder, post office).

8.    Warranty and Complaints

1.    All goods supplied by TotalToys are sold on an ‘as is, where is’ basis. This means that TotalToys makes no warranty of any kind with regard to the absence of defects, workmanship, merchantability, fitness for a particular purpose or any other warranty, express or implied.

2.    Any complaints regarding the quantity of the goods or damage to the shipment must be reported in writing immediately, but no later than 7 days after receipt of the goods.

3.    No goods may be returned to TotalToys unless TotalToys has expressly agreed to this in writing.

4.    In the event of an incorrect quantity of goods delivered, TotalToys will make the missing goods available free of charge.

5.    In the event that TotalToys is legally obliged to repair defects, TotalToys is only obliged to repair or replace the goods, at its sole discretion. The Client is not entitled to dissolve the Agreement or to claim a reduction of the sales price. As long as the Client has not fully complied with its obligation under the Agreement, TotalToys is not obliged to provide any additional performance.

9.    Limitation of Liability

1.    The Client indemnifies TotalToys and holds it harmless for all costs and damage arising from claims by third parties for compensation for damage caused by the goods or as a result of the execution of the Agreement or the failure thereof.

2.    TotalToys liability under or in connection with an Agreement, and the goods sold hereunder, is limited to the order value of the relevant Agreement or the amount covered and actually paid out under any insurance taken out by TotalToys for that purpose, regardless of whether such claim arises in contract, tort or otherwise.

3.    To the extent permitted by law and unless covered and indemnified under the insurance policy taken out by TotalToys, TotalToys shall not be liable under any Agreement for any direct or indirect damages, such as loss or damage of profits, income, use, production, contracts or any other direct, indirect, consequential or damages of any kind.

4.    Nothing in these Terms and Conditions or the Agreement limits or excludes TotalToys liability for fraud or intent.

10. Privacy and data protection

1.    In fulfilling its obligations under the Agreement, TotalToys will comply with the General Data Protection Regulation that applies from time to time within the EU.

2.    TotalToys will only process personal data relating to the Client if this is necessary for the fulfillment of its obligations under the Agreement.

3.    TotalToys will take appropriate technical and organizational measures to protect the Client’s personal data against unauthorized or unlawful processing.

4.    TotalToys requires the Client to comply with the General Data Protection Regulation and all other relevant laws regarding privacy and the protection of personal data that apply in the Client’s jurisdiction and furthermore requires the Client to implement appropriate technical and organizational measures to protect TotalToys personal data. protect against unauthorized or unlawful processing.

5.    The parties will fully cooperate to enable the other party to comply with its obligations under the applicable laws and regulations regarding the protection of personal data.

11. Expiration of rights

1.    Insofar as not provided otherwise in these General Terms and Conditions, any right of action and other powers of the Client for whatever reason vis-à-vis TotalToys in connection with the sale and delivery of the goods will in any case lapse 3 months after the time at which the goods are delivered.

12. Disputes and Applicable Law

1.    All disputes arising as a result of an Agreement to which these General Terms and Conditions apply will be submitted to the Court in the Netherlands.

2.    Dutch law applies to all Agreements to which these General Terms and Conditions apply in whole or in part, unless the parties have expressly agreed otherwise in writing.