WHALE DISTRIBUTION B.V. – TERMS & CONDITIONS

Article 1 – DEFINITIONS

In this document, the following words shall have the following meanings:

1.1 “Buyer” means the organization or person who purchases products or services from the Supplier.
1.2 “Goods” means the articles, materials, or products supplied by the Supplier to the Buyer.
1.3 “Intellectual Property Rights” means all patents, registered and unregistered designs, copyrights, trademarks, know-how, and all other forms of intellectual property enforceable worldwide.
1.4 “List Price” means the list of prices of the Goods maintained by the Supplier, as amended from time to time.
1.5 “Supplier” means Whale Distribution B.V., a company registered in the Netherlands, whose registered office is located at Dr. Holtroplaan 19, 5652 XR Eindhoven, The Netherlands.

Article 2 – GENERAL

2.1 These Terms and Conditions apply to all contracts for the sale of Goods by the Supplier to the Buyer, excluding all other terms or conditions referred to, offered, or relied upon by the Buyer, unless otherwise agreed in writing by both parties.

2.2 These Terms and Conditions are available upon request by email or can be viewed on our website. The Supplier reserves the right to amend these Terms and Conditions at any time without prior notice to previous Buyers.

2.3 Acceptance of a sales order confirmation or pro forma invoice from the Supplier constitutes the Buyer’s acceptance of these Terms and Conditions.

Article 3 – PRODUCT INFORMATION

3.1 Any description of the Goods is for identification purposes only and does not constitute a sale by description. The Buyer affirms that it does not rely on such descriptions when entering into the contract.

3.2 Product specifications are accurate at the time of publication. The supplier reserves the right to amend specifications without notice. The buyer is advised to confirm specifications before purchase.

3.3 The Supplier may alter prices, discontinue, or modify products without prior notice. All product images and representations are as accurate as possible but may differ from the actual product.

Article 4 – PRICE AND PAYMENT

4.1 The price shall be as per the supplier’s current trade list or as otherwise agreed in writing. Prices are exclusive of VAT and other applicable charges.

4.2 Payment must be made prior to delivery (for pro forma accounts) or within the agreed payment period for approved credit accounts. The supplier reserves the right to withdraw credit terms at any time.

4.3 The Supplier reserves the right to charge interest on overdue payments from the due date until full settlement is received.

4.4 If payment is not received by the due date, the Supplier may:
4.4.1 Require full payment in advance for future deliveries;
4.4.2 Suspend or refuse delivery of any undelivered Goods;
4.4.3 Terminate the contract without liability.

Article 5 – SAMPLE

Where a sample is shown to and inspected by the Buyer, it is provided solely to enable the Buyer to judge the general quality of the Goods and shall not constitute a sale by sample.

Article 6 – DELIVERY SERVICE

6.1 Unless otherwise agreed in writing, delivery shall occur at the address specified by the Buyer within the timeframe communicated by the Supplier.

6.2 Standard delivery is carried out via the supplier’s selected courier or the buyer’s own vehicle. Delivery times vary depending on transportation arrangements.

6.3 The buyer must ensure that the delivery location is safely accessible by truck.

6.4 The delivery service includes delivery up to the vehicle tailgate only. The buyer is responsible for unloading the goods beyond that point. Additional delivery services (e.g., scheduled delivery, unloading assistance, or on-site placement) may incur additional costs.

6.5 Delivery dates are estimates only and are not guaranteed. The supplier is not liable for any loss or damage arising from delays in delivery.

6.6 If delivery cannot be completed due to circumstances beyond the Supplier’s control, the Goods may be stored at the Buyer’s cost until delivery can occur.

Article 7 – ORDER COLLECTION

7.1 Orders may be collected between 09:00 and 17:00, Monday to Friday (excluding public holidays).

7.2 The buyer will be notified when the order is ready for collection and must present a valid reference number.

7.3 If the Buyer fails to collect the order on the agreed date, the Supplier may store the Goods at the Buyer’s expense until collection or delivery can occur.

Article 8 – RISK

Risk in the goods passes to the buyer once the goods leave the supplier’s premises. If the buyer collects the goods, the risk passes upon collection.

Article 9 – TITLE

Title to the goods shall remain with the supplier until full payment has been received. The buyer may resell the goods before title passes, provided that the proceeds are used to discharge the amount owed to the supplier.

Article 10 – CANCELLATION AND RETURNS

10.1 The buyer must inspect the goods immediately upon delivery for visible signs of damage. Any visible damage must be noted on the delivery receipt before signing.

10.2 The Buyer must notify the Supplier within 24 hours of receipt if the Goods are damaged, defective, or incorrect. Claims made after this period may not be accepted.

Article 11 – WARRANTY

11.1 Goods to be repaired or replaced must be returned to the Supplier at the Buyer’s expense, unless otherwise agreed.

11.2 Where the goods are manufactured by third parties, any applicable warranties from the manufacturer will be passed on to the buyer.

11.3 The Supplier may, at its discretion, refund the purchase price of defective Goods.

Article 12 – LIABILITY

12.1 The Supplier accepts no liability for any representation regarding:
12.1.1 The description of the Goods; or
12.1.2 The quality or fitness of the Goods for any purpose.

12.2 All implied warranties or conditions relating to quality or fitness are excluded to the fullest extent permitted by law.

Article 13 – LIMITATION OF LIABILITY

13.1 If any provision of these Terms is found unenforceable, the Supplier’s total liability shall not exceed the contract price.

13.2 Nothing in these Terms limits liability for death or personal injury caused by the Supplier’s negligence.

Article 14 – FORCE MAJEURE

The Supplier shall not be liable for any delay or failure to perform obligations due to circumstances beyond its reasonable control, including but not limited to natural disasters, strikes, accidents, war, or material shortages.

Article 15 – RELATIONSHIP OF PARTIES

Nothing in these terms shall be construed as creating a partnership, joint venture, or agency relationship between the parties.

Article 16 – ASSIGNMENT AND SUB-CONTRACTING

The Buyer may not assign or transfer any rights or obligations under this contract without the Supplier’s prior written consent.

Article 17 – WAIVER

Failure by either party to enforce any provision shall not constitute a waiver of such provision or of any future right to enforce it.

Article 18 – SEVERABILITY

If any part of these terms is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Article 19 – INTELLECTUAL PROPERTY AND RIGHT TO USE IT

All intellectual property rights, including content, images, and materials on the supplier’s website and publications, remain the property of the supplier. The Buyer may not copy, reproduce, or distribute any such materials without written permission.

Article 20 – WEBSITE USE AND LINKS

20.1 Use of the supplier’s website is at the buyer’s own risk and subject to these terms.
20.2 The Buyer shall not attempt to interfere with or disrupt the functionality of the website.
20.3 Links to third-party websites are provided for convenience only, and Whale Distribution B.V. is not responsible for their content or availability.

Article 21 – GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the Netherlands, and both parties submit to the exclusive jurisdiction of the Dutch courts.

Last Updated – October 2025