Article 1 – Definitions
In this Agreement, the following definitions have the following meanings:
1. Offer : any offer or quotation to Buyer for the delivery of Products by Connect Saddles.
2. Company : the natural or legal person who acts in the exercise of a profession or business.
3. Connect Saddles : the supplier of Products.
4. Buyer : the company that has appointed Connect Saddles and to which Connect Saddles has made a proposal based on an Agreement.
5. Agreement : the purchase agreement (at a distance) which provides for the sale and delivery of Products purchased by the Buyer from Connect Saddles and other obligations between the Buyer and Connect Saddles with which these general terms and conditions form an inseparable whole.
6. Products : the Products offered by Connect Saddles are (second-hand) (custom-made) saddles and other accessories.
7. End Customer : customer of the Buyer, ultimate purchaser of the Buyer.
Article 2 – Applicability
1. These terms and conditions apply to every Offer from Connect Saddles, every Agreement between Connect Saddles and Buyer and to every Product offered by Connect Saddles.
2. Before concluding a (remote) Agreement, the Buyer will be provided with these terms and conditions. If this is not reasonably possible, Connect Saddles will inform the Buyer how they can access the terms and conditions.
3. Deviation from these terms and conditions is not possible. In exceptional circumstances, deviations from these terms and conditions are permitted provided this has been explicitly agreed upon in writing with Connect Saddles.
4. These general terms and conditions also apply to additional, amended and follow-up orders from Buyer.
5. The Buyer’s general terms and conditions are excluded.
6. If one or more provisions of these general terms and conditions are or become partially or completely null and void, the remaining provisions of these general terms and conditions will remain in force and the null and void/nullified provision(s) will be replaced by a provision with the same purport as the original provision.
7. Any ambiguities regarding the content, explanation or situations not covered by these terms and conditions should be assessed and interpreted in accordance with the spirit of these terms and conditions.
8. Where these terms and conditions refer to she/her, this should also be construed as a reference to he/him/his, if and to the extent applicable.
9. If Connect Saddles has not always required compliance with these general terms and conditions, it retains the right to demand full or partial compliance with these general terms and conditions.
Article 3 – The Offer
1. All offers made by Connect Saddles are non-binding, unless expressly stated otherwise in writing. If the Offer is limited or valid under specific conditions, this will be explicitly stated in the Offer. Connect Saddles is only bound by the Offer if the Buyer confirms acceptance in writing within 30 days, or if the Buyer has already paid the amount due. Nevertheless, Connect Saddles reserves the right to refuse an Agreement with a potential Buyer for a reason that Connect Saddles deems valid.
2. The Offer contains an accurate description of the Product and/or Service offered, including the associated prices. The description is sufficiently detailed to enable the Buyer to properly assess the Offer. Obvious errors or mistakes in the Offer are not binding on Connect Saddles. Any images and specific details in the Offer are for illustrative purposes only and cannot constitute grounds for any compensation or termination of the (remote) Agreement. Connect Saddles cannot guarantee that the colors in the image exactly match the actual colors of the Product.
3. Delivery times and terms stated in the Connect Saddles Offer are indicative and do not entitle the Buyer to cancellation or compensation if they are exceeded, unless expressly agreed otherwise.
4. A composite price quote does not oblige Connect Saddles to supply part of the items included in the offer or quotation for part of the quoted price.
5. The Buyer is aware that certain Products are second-hand and accepts them with all defects.
Article 4 – Conclusion of the agreement
1. The Agreement is concluded when Buyer accepts an Offer from Connect Saddles, Buyer subsequently places an order for a Product from Connect Saddles and this order is accepted by Connect Saddles.
2. Orders for saddles can be placed via the order form provided by Connect Saddles and emailed to you. Other products can also be ordered by email. All orders should be sent to info@connectsaddles.com , unless otherwise agreed. Once Connect Saddles accepts the order, the buyer will be confirmed by email within 5 business days.
3. Connect Saddles is not bound by an Offer if the Buyer could reasonably have expected or should have understood that the Offer contained an obvious error or typographical error. The Buyer cannot derive any rights from this error or typographical error.
4. The right of withdrawal is excluded for Buyers who are Companies.
Article 5 – Execution of the purchase agreement
1. Connect Saddles will perform the Agreement to the best of its knowledge and ability.
2. If and to the extent that proper performance of the Agreement so requires, Connect Saddles has the right to have certain work carried out by third parties at its own discretion.
3. The Buyer shall ensure that all data that Connect Saddles indicates is necessary, or that the Buyer reasonably should understand is necessary, for the performance of the Agreement, are provided to Connect Saddles in a timely manner. If the data required for the performance of the Agreement are not provided to Connect Saddles in a timely manner, Connect Saddles shall have the right to suspend the performance of the Agreement.
4. When performing the Agreement, Connect Saddles is not obligated or required to follow the Buyer’s instructions if this changes the content or scope of the Agreement. If the instructions result in additional work for Connect Saddles, the Buyer is obligated to reimburse the additional costs accordingly.
5. Connect Saddles may request security from the Buyer or full advance payment before proceeding with the execution of the Agreement.
6. Connect Saddles is not liable for any damage of any nature whatsoever that has arisen because Connect Saddles has assumed incorrect and/or incomplete information provided by the Buyer, unless this incorrectness or incompleteness was known to Connect Saddles.
7. The Buyer shall indemnify Connect Saddles against any claims from third parties who suffer damage in connection with the performance of the Agreement and which are attributable to the Buyer.
Article 6 – Delivery
1. If the commencement, progress, or delivery of the Agreement is delayed because, for example, the Buyer has not provided all requested information or has not provided it in a timely manner, has not cooperated sufficiently, has not received the payment in time by Connect Saddles, or if any delay occurs due to other circumstances beyond the control of Connect Saddles, Connect Saddles is entitled to a reasonable extension of the delivery period. All agreed delivery periods are never final deadlines. The Buyer must notify Connect Saddles in writing within three business days and grant them a reasonable period in which to deliver. The Buyer is not entitled to any compensation for damages as a result of the delay.
2. The Buyer is obliged to take delivery of the goods at the time they are made available to the Buyer in accordance with the Agreement, even if they are offered to the Buyer earlier or later than agreed.
3. If the Buyer refuses to accept delivery or fails to provide information or instructions necessary for delivery, Connect Saddles is entitled to store the goods at the Buyer’s expense and risk.
4. Delivery will take place ex works. The risk of loss, theft, and damage to the Products to be delivered will pass to the Buyer upon departure from Connect Saddles’ warehouse. Connect Saddles can arrange transport. If the Buyer collects the Products, the parties will mutually agree on a date and time.
5. Connect Saddles is not bound by the desired delivery date stated on the order form. Connect Saddles will inform the Buyer of the actual delivery date once it has been determined by Connect Saddles. If Connect Saddles delivers the order in installments, Connect Saddles will inform the Buyer of the delivery date for each installment. Connect Saddles is entitled to invoice the delivered goods separately.
6. Deliveries will only be made if all invoices have been paid, unless expressly agreed otherwise. Connect Saddles reserves the right to refuse delivery if there is a reasonable fear of non-payment.
Article 7 – Inspection of Products
1. Within two weeks of receipt of the Products and prior to any resale thereof to an End Customer, Buyer shall inspect the Products and satisfy itself that the Products comply with the contractual requirements and are suitable for the purpose for which Buyer wishes to use them.
2. Any visible defects or shortages must be reported to Connect Saddles in writing after delivery at info@connectsaddles.com. The buyer has a period of 14 days after delivery to do so.
3. The Buyer will have a second inspection with the End Customer regarding the fit of the saddle as ordered. The Buyer must report this to Connect Saddles within four weeks of receiving the Products. If the fit of the saddle does not conform to the agreement, the Buyer must notify Connect Saddles within two business days of the inspection. The Buyer must take the Product home immediately and may not leave it with the End Customer.
4. If a complaint is made in a timely manner pursuant to paragraphs 1, 2, and 3 of this article, the Buyer remains obligated to pay for the purchased items. If the Buyer wishes to return defective items, this may only be done with the prior written consent of Connect Saddles and in the manner specified by Connect Saddles. The direct costs of return shipments are at the Buyer’s expense and risk.
5. Connect Saddles accepts no liability for the Buyer’s misuse of the Product. In the event of damage to the Product due to careless handling by the Buyer, the Buyer is liable for any diminished value of the Product.
6. Any damage suffered by the Buyer as a result of the (deviating) delivery cannot be recovered from Connect Saddles.
Article 8 – Prices and payment
1. Connect Saddles will sell the Products to the Buyer at the price stated on the general price list used by Connect Saddles, which may be updated from time to time. Connect Saddles will notify the Buyer in writing of any price change to one or more of the Products at least 30 days prior to such change. During the validity period of the Offer, the prices of the Products offered will not be increased, except in the event of changes in VAT rates.
2. The prices stated in the Offer are exclusive of VAT, unless expressly stated otherwise.
3. The prices stated in the Offer are based on the cost factors applicable at the time the Agreement is concluded, such as: import and export duties, freight and unloading costs, insurance and any levies and taxes.
4. If the Products or raw materials are subject to price fluctuations on the financial market over which Connect Saddles has no control, Connect Saddles may offer these Products at variable prices. The Offer will state that the prices are target prices and may fluctuate.
5. Connect Saddles will send the Buyer an itemized invoice for the delivery of Products. The Buyer will pay the invoice before the Products are shipped. The Buyer will make any payment under this agreement exclusively by transfer to bank account number NL95INGB0398058083 in the name of Connect Saddles, or to another bank account in the Netherlands notified to the Buyer in writing by Connect Saddles in a timely manner. The Buyer will always state the invoice number of the relevant invoice when making the payment. The parties may only agree to a different payment term with the explicit written consent of Connect Saddles.
6. If payment is not received by the 7th day after the invoice date, the Buyer will be in default without notice and will owe Connect Saddles statutory interest on the outstanding amount. Interest accrues from the date the default commences until the date it ends. To calculate the interest, the outstanding amount is increased each month by the interest due for that period.
7. If Buyer does not pay an invoice within 7 days after invoice date, Connect Saddles is entitled to refuse any further delivery of Products until payment has been made in full.
8. In the event of liquidation, bankruptcy, seizure or suspension of payments of the Buyer, Connect Saddles’ claims on the Buyer shall become immediately due and payable.
9. If Connect Saddles has incurred additional or higher costs that are reasonably necessary, these costs are eligible for reimbursement. Legal and enforcement costs incurred are also the responsibility of the Buyer.
Article 9 – Retention of title
1. To the extent that the Buyer has not made an advance payment for the entire order, all items delivered by Connect Saddles shall remain the property of Connect Saddles until the Buyer has fulfilled all subsequent obligations arising from all Agreements concluded with Connect Saddles.
2. The buyer is not authorised to pledge or otherwise encumber the items subject to the retention of title if ownership has not yet been fully transferred.
3. If third parties seize the goods delivered under retention of title or wish to establish or assert rights thereto, the Buyer is obliged to inform Connect Saddles thereof as soon as may reasonably be expected.
4. In the event that Connect Saddles wishes to exercise its ownership rights as referred to in this article, the Buyer hereby grants unconditional and irrevocable consent and authorization to Connect Saddles or any third party designated by it to enter all places where Connect Saddles’ property is located and to take back such items.
5. Connect Saddles reserves the right to retain the Products purchased by the Buyer if the Buyer has not yet (fully) met their payment obligations, despite any obligation to transfer or surrender them to Connect Saddles. After the Buyer has fulfilled their obligations, Connect Saddles will endeavor to deliver the purchased Products to the Buyer as soon as possible, but no later than within 20 business days.
6. Costs and other (consequential) damages resulting from retaining the purchased Products are at the expense and risk of the Buyer and will be reimbursed to Connect Saddles by the Buyer upon first request.
Article 10 – Warranty
1. Connect Saddles guarantees that the Products contain no major defects at the time of delivery. Connect Saddles provides no other warranties, implicit or explicit, regarding the Products. Connect Saddles expressly does not provide any warranty on pre-owned products.
2. The Buyer must inspect the Product immediately upon delivery to determine whether it complies with the Agreement. The Buyer cannot derive any rights from a defective Product whose defects are listed in the Offer.
3. Buyer shall report to Connect Saddles in writing any claims regarding defects, damage or non-conformity of the Products which can reasonably be determined upon inspection of the Products, within the agreed period in accordance with Article 7 after receipt of the
Products on Buyer’s premises. Buyer shall notify Connect Saddles in writing of all other claims within two months of the date of delivery. Buyer shall, at Connect Saddles’ request but at its own expense, promptly return any Products claimed to be non-conforming or damaged to Connect Saddles for inspection. Connect Saddles shall not accept claims that are not submitted in accordance with the requirements and within the timeframes set forth in this section. If Connect Saddles is responsible for the non-conformity or damage to the Product, it shall, at its option, repair the Products, replace them with new Products, or refund the purchase price for the Products to Buyer. Connect Saddles shall have no obligation or liability to Buyer with respect to non-conforming or damaged Products other than as set forth in the preceding sentence.
4. The aforementioned warranty extends only to the manufacturer’s warranty and is valid for a period corresponding to the manufacturer’s warranty. Connect Saddles is not responsible for the suitability of the Products for each individual application by the Buyer.
5. If the delivered items do not meet these warranties, Connect Saddles will, at its discretion, replace or repair the item within a reasonable period after receipt. In the event of replacement, the Buyer hereby agrees to return the replaced item to Connect Saddles and transfer ownership to Connect Saddles.
6. The warranty mentioned herein does not apply if the defect has arisen as a result of improper or inappropriate use or if, without the written permission of Connect Saddles, the Buyer or third parties have made or attempted to make changes to the item or have used it for purposes for which it is not intended or have used it under abnormal circumstances.
7. The Buyer is responsible and liable for the sale of products to its End Customer. If and to the extent an End Customer suffers damage as a result of a purchase from the Buyer, the Buyer will be liable for this. Only in the event of a manufacturing defect does Article 10.3 apply, whereby Connect Saddles’ liability is limited to one time the (purchase) value of the product in question.
Article 11 – Privacy, data processing and security
1. Connect Saddles handles the Buyer’s (personal) data with care and will only use it in accordance with applicable standards. If requested, Connect Saddles will inform the data subject of this.
2. The Buyer is responsible for the processing of data processed using a Connect Saddles service. The Buyer also warrants that the content of the data is not unlawful and does not infringe any third-party rights. In this regard, the Buyer indemnifies Connect Saddles against any (legal) claim related to this data or the performance of the Agreement.
3. If Connect Saddles is required to provide information security under the Agreement, this security will comply with the agreed specifications and a security level that is not unreasonable, given the state of the art, the sensitivity of the data, and the associated costs.
Article 12 – Suspension and termination
1. Connect Saddles has the right to retain the data, data files, and other information received or created by it if the Buyer has not yet (fully) met their payment obligations. This right remains in full force if a valid reason arises for Connect Saddles that justifies suspension.
2. Connect Saddles is authorized to suspend the fulfillment of its obligations if the Buyer is in default of any obligation arising from the Agreement, including late payment of its invoices. The suspension will be confirmed to the Buyer immediately in writing.
3. In that case, Connect Saddles will not be liable for any damage, of any nature whatsoever, as a result of the suspension of its activities.
4. Furthermore, Connect Saddles is entitled to terminate the Agreement without prior notice of default if circumstances arise that are of such a nature that compliance with the Agreement is impossible or can no longer be reasonably expected, or if other circumstances arise that are of such a nature that continued existence of the Agreement in unaltered form cannot reasonably be expected.
5. In that case, Connect Saddles will not be liable for any damage, of any nature whatsoever, as a result of the suspension of its activities.
6. If the Agreement is terminated, Connect Saddles’ claims against the Buyer are immediately due and payable. If Connect Saddles suspends performance of its obligations, it retains its rights under the law and the Agreement.
7. The suspension (and/or termination) does not affect the Buyer’s payment obligations for work already performed. Furthermore, the Buyer is obligated to compensate Connect Saddles for any financial loss Connect Saddles suffers as a result of the Buyer’s default.
8. Connect Saddles always reserves the right to claim damages.
Article 13 – Force Majeure
1. Connect Saddles shall not be liable if, as a result of a force majeure situation, it is unable to fulfil its obligations under the Agreement, nor can it be held to fulfil any obligation if it is prevented from doing so as a result of a circumstance that is not its fault and for which it is not responsible under the law, legal act or prevailing views in society.
2. Force majeure shall in any case be understood to mean, but is not limited to what is understood in law and case law, (i) force majeure of suppliers of Connect Saddles, (ii) failure to properly fulfil obligations by suppliers prescribed or recommended to Connect Saddles by the Buyer, (iii) defects of goods, equipment, software or materials of third parties, (iv) government measures, (v) power failure, (vi) failure of the internet, data network and telecommunications facilities (for example due to cybercrime and hacking), (vii) natural disasters, (viii) war and terrorist attacks, (ix) general transport problems, (x) strikes in the company of Connect Saddles, (xi) fire and (xii) other situations that in the opinion of Connect Saddles fall outside its sphere of influence and that temporarily or permanently prevent the fulfilment of its obligations.
3. Connect Saddles has the right to invoke force majeure if the circumstance that prevents (further) compliance occurs after Connect Saddles should have fulfilled its obligation.
4. The parties may suspend their obligations under the Agreement during the period of force majeure. If this period lasts longer than two months, either party is entitled to terminate the Agreement without any obligation to compensate the other party for damages.
5. If, at the time the force majeure occurs, Connect Saddles has already partially fulfilled its obligations under the Agreement or will be able to fulfill them, and the part fulfilled or yet to be fulfilled has independent value, Connect Saddles is entitled to invoice the part already fulfilled or yet to be fulfilled separately. The Buyer is obliged to pay this invoice as if it were a separate Agreement.
Article 14 – Limitation of liability
1. If the performance of the Agreement by Connect Saddles leads to liability of Connect Saddles towards the Buyer or third parties (such as End Customers), that liability is limited to the costs charged by Connect Saddles in connection with the Agreement, unless the damage is caused by intent or gross negligence.
2. Connect Saddles is not liable for consequential damage, indirect damage, loss of profit and/or loss incurred, lost savings and damage resulting from the use of the delivered Products.
3. Connect Saddles is not liable for and/or obligated to repair damage caused by the use of the Product by the Buyer or End Customer. Connect Saddles provides maintenance and usage instructions that must be followed by the Buyer and End Customer. All damage to Products resulting from wear and use is expressly excluded from liability (this includes wear and tear, wear and tear, damage from falls, light and water damage, theft, loss, etc.).
4. Connect Saddles is not liable for damage that is or may be the result of any action or omission based on (incomplete and/or incorrect) information on the website(s) or linked websites.
5. Connect Saddles is not responsible for errors and/or irregularities in the functionality of the website and is not liable for malfunctions or the unavailability of the website for any reason whatsoever.
6. Connect Saddles does not guarantee the correct and complete transmission of the contents of e-mail sent by/on behalf of Connect Saddles, nor its timely receipt.
Article 15 – Confidentiality
1. Connect Saddles and the Buyer agree to maintain the confidentiality of all confidential information obtained in connection with an assignment. Confidentiality arises from the assignment and must also be assumed if one could reasonably expect the information to be confidential. Confidentiality does not apply if the information in question is already public/generally known, the information is not confidential, and/or the information was not disclosed to Connect Saddles by the Buyer during the Agreement and/or was otherwise obtained by Connect Saddles.
2. If Connect Saddles is obliged by law or a court order to provide confidential information to a third party designated by law or a competent court or (also) and Connect Saddles cannot invoke a right to refuse to give evidence, Connect Saddles will not be liable for any damages and the Buyer will not be given grounds for terminating the Agreement.
3. The written permission of Connect Saddles is required for the transfer or distribution of information to third parties and/or the publication of productions provided by Connect Saddles to third parties, unless such permission has been expressly agreed upon in advance. The Buyer shall indemnify Connect Saddles against all claims from such third parties arising from reliance on such information distributed without the written permission of Connect Saddles.
4. Connect Saddles and the Buyer also impose the confidentiality obligation on any third parties they engage.
Article 16 – Intellectual Property Rights
1. All IP rights and copyrights of Connect Saddles, including but not limited to all designs, models, reports and advice, remain the exclusive property of Connect Saddles and are not transferred to the Buyer unless expressly agreed otherwise.
2. If it has been agreed that one or more of the aforementioned items or works of Connect Saddles will be transferred to the Buyer, Connect Saddles is entitled to enter into a separate Agreement for this purpose and to demand appropriate compensation from the Buyer. Such compensation must be paid by the Buyer before acquiring the relevant items or works and the associated IP rights.
3. The Buyer is prohibited from disclosing and/or reproducing, modifying, or making available to third parties (including commercial use) any documents and software subject to Connect Saddles’ IP rights and copyrights without the express prior written consent of Connect Saddles. If the Buyer wishes to make changes to items delivered by Connect Saddles, Connect Saddles must explicitly approve the proposed changes.
4. The Buyer is prohibited from using the items and documents to which Connect Saddles’ intellectual property rights apply in any way other than as agreed in the Agreement. In the event of a violation, the Buyer will owe an immediately payable penalty of €10,000, plus €500 per day for each day the violation continues.
5. The Parties shall inform each other and take joint measures if an infringement of IP rights occurs.
Article 17 – Disclaimer and accuracy of information
1. The Buyer is responsible for the accuracy, reliability and completeness of all data, information, documents and/or records, in whatever form, that it provides to Connect Saddles in the context of an Agreement, as well as for the data it has obtained from third parties and that has been provided to Connect Saddles for the purpose of performing the Service.
2. The Buyer indemnifies Connect Saddles against any liability arising from the failure or untimely fulfillment of the obligations relating to the timely provision of all correct, reliable and complete data, information, documents and/or records.
3. Buyer shall indemnify Connect Saddles against all claims from Buyer and third parties engaged by or working under Buyer, as well as from Buyer’s End Customers, based on the failure (in a timely manner) to obtain any permissions required in the context of the performance of the Agreement.
4. The Buyer shall indemnify Connect Saddles against any claims from third parties who suffer damage in connection with the performance of the Agreement and which are attributable to the Buyer.
5. The Buyer shall indemnify Connect Saddles against all claims from third parties arising from the work performed for the Buyer, including but not limited to intellectual property rights to the data and information provided by the Buyer that may be used in the performance of the Agreement and/or the actions or omissions of the Buyer towards third parties.
6. If Buyer provides electronic files, software or information carriers to Connect Saddles, Buyer guarantees that these are free of viruses and defects.
Article 18 – Complaints
1. If the Buyer is dissatisfied with Connect Saddles’ service or has any other complaints about the execution of their order, the Buyer is obligated to report these complaints as soon as possible, but no later than 7 calendar days after the relevant reason that led to the complaint. Complaints can be submitted orally or in writing via info@connectsaddles.com with the subject line “Complaint.”
2. The complaint must be sufficiently substantiated and/or explained by the Buyer if Connect Saddles is to be able to consider the complaint.
3. Connect Saddles will respond to the complaint as soon as possible, but no later than 7 calendar days after receipt of the complaint.
4. The parties will attempt to reach a solution together.
Article 19 – Applicable law
1. Dutch law applies to every Agreement between Connect Saddles and the Buyer. The applicability of the Vienna Sales Convention (CISG) is expressly excluded.
2. In the event of any dispute regarding the interpretation of the content and scope of this agreement, the Dutch text shall always prevail. Connect Saddles reserves the right to unilaterally amend these terms and conditions.
3. All disputes arising from or in connection with the Agreement between Connect Saddles and the Buyer shall be settled by the competent court in North Netherlands Assen, unless mandatory provisions of law lead to the jurisdiction of another court.
Hoogeveen, September 2022
