Wholesale terms
1. Definitions and Applicability
These terms and conditions apply to all offers, quotations, orders, and deliveries made by Cloby B.V. (“Cloby”) to business customers (“Buyer”). Conflicting purchase terms of the Buyer shall not apply unless expressly accepted in writing by Cloby.
2. Offers and Orders
All offers and quotations are non-binding. Orders become binding only after written or electronic confirmation by Cloby. Cloby reserves the right to refuse or limit orders at its discretion, for example due to stock limitations, credit risk, or market restrictions.
3. Prices
All prices are stated in euros, excluding VAT, shipping costs, import duties, and other applicable taxes or charges. Cloby reserves the right to adjust prices in case of changes in raw material costs, transport, duties, or exchange rates. Unless otherwise agreed, deliveries are made Ex Works (Incoterms 2020).
4. Delivery and Transfer of Risk
Delivery dates are indicative and not binding. The risk of loss or damage passes to the Buyer upon handover to the carrier or at collection by the Buyer. Cloby is not liable for delays or failures in delivery caused by transport issues or force majeure.
5. Payment Terms
Unless otherwise agreed, payment is due within 14 days from the invoice date. In case of late payment, statutory commercial interest and collection costs shall apply. Cloby may suspend further deliveries until all outstanding payments are received.
6. Retention of Title
Delivered products remain the property of Cloby until full payment of all amounts owed by the Buyer has been received. The Buyer may resell products only in the ordinary course of its business and shall not pledge or encumber the goods before ownership has transferred.
7. Complaints and Warranty
Any complaints regarding visible defects must be reported to Cloby in writing within 5 working days after receipt of goods. In case of justified complaints, Cloby may, at its discretion, repair, replace, or credit the goods. Warranty is limited to manufacturing defects; Cloby is not liable for indirect or consequential damages.
8. Liability
Cloby’s liability is limited to the invoice value of the relevant delivery. Cloby shall not be liable for consequential damages, loss of profit, or any indirect losses.
9. Force Majeure
Cloby shall not be liable for any delay or failure to perform due to causes beyond its reasonable control, including natural disasters, pandemics, transport interruptions, export restrictions, or supplier failures.
10. Intellectual Property
All intellectual property rights, including trademarks, designs, images, and texts, remain the property of Cloby. The Buyer may use these materials only for the promotion of Cloby products, subject to Cloby’s approval.
11. Governing Law and Jurisdiction
These terms are governed by the laws of the Netherlands. Any disputes shall be submitted to the competent court in Amsterdam, the Netherlands.
12. Amendments
Cloby reserves the right to amend these terms and conditions or its pricing policy. The latest version published on the Cloby B2B platform shall apply to all new orders.
