1. Interpretation

1.1 In these Conditions:

"Buyer" means the person who accepts a quotation of Seller for the sale of the Goods or whose order for the Goods is accepted by Seller.

"Goods" means the goods (including any instalment of the goods or any parts for them) which Seller is to supply in accordance with these Conditions.

"Seller" means Endless Ideas BV.

"Conditions" means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing.

"Contract" means the contract for the purchase and sale of the Goods.

"Writing" includes e-mail, facsimile transmission and comparable means of communication.

2. Basis of the sale

2.1 Seller shall sell and Buyer shall purchase the Goods subject in any case to these Conditions, which shall govern the Contract to the exclusion of any other terms and condition whatever.

2.2 Any typographical, clerical or other error or omission in any document or information issued by Seller shall be subject to correction without any liability on the part of Seller.

3. Orders and specifications

3.1 No order submitted by Buyer shall be deemed to be accepted by Seller unless and until confirmed in Writing by Seller's authorised representative.

3.2 All orders will be subject to a carriage and handling charge unless otherwise specified. Prices for larger export orders are quoted on request.

4. Price of the goods

4.1 The price of the Goods shall be Seller's quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in Seller's published price list current at the date of acceptance of the order. All prices quoted are valid for thirty (30) days only or until earlier acceptance by Buyer.

4.2 Seller reserves the right, by giving notice to Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to Seller which is due to any factor beyond the control of Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by Buyer, or any delay caused by any instructions of Buyer or failure of Buyer to give Seller adequate information or instructions.

4.3 The price is exclusive of any applicable value added tax, which Buyer shall be additionally liable to pay to Seller.

5. Terms of payment

5.1 Subject to any special terms agreed in Writing, Seller shall be entitled to invoice Buyer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by Buyer or Buyer wrongfully fails to take delivery of the Goods, in which event Seller shall be entitled to invoice Buyer for the price at any time after Seller has notified Buyer that the Goods are ready for collection or (as the case may be) Seller has tendered delivery of the Goods.

5.2 Subject to any special terms agreed in Writing Buyer shall pay the price of the Goods within thirty (30) days of the date of Seller's invoice, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to Buyer. The time of payment of the price shall be of the essence of the Contract. All payments shall be to Endless Ideas BV.

5.3 If Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to Seller, Seller shall be entitled to:

5.3.1 cancel the contract or suspend any further deliveries;

5.3.2 appropriate any payment made by Buyer to such of the Goods (or the goods supplied under contract between them) as Seller may think fit (notwithstanding any purported appropriation by Buyer); and

5.3.3 charge Buyer interest (both before and after any judgment) on the amount unpaid, on a daily basis at the rate of four per cent (4%) per annum above ABN Amro Bank base rate from time to time, until payment in full is made.

6. Delivery

6.1 Unless otherwise agreed orders are shipped by first class ordinary post or by private carrier service. If Seller agrees to any other method of delivery the additional cost shall be payable by Buyer.

6.2 Any dates quoted for delivery of the Goods are approximate only and Seller shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by Seller in writing.

6.3 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by Buyer in respect of any one or more instalments shall not entitle Buyer to treat the Contract as a whole as repudiated.

6.4 If Seller fails to deliver the Goods for any reason other than any cause beyond Seller's reasonable control or Buyer's fault, and Seller is accordingly liable to Buyer, Seller's liability shall be limited to the excess (if any) of the cost to Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.

6.5 In case of non-delivery or shortages, Buyer must notify Seller in writing within ten (10) working days. In case of receipt of damage goods the receipt should be signed DAMAGED and Seller notified in writing immediately BUYER SHOULD REFUSE PARCELS DELIVERED IN A DAMAGED CONDITION.

6.6 If Buyer fails to take delivery of the Goods or fails to give Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of Seller's fault) then, without prejudice to any other right or remedy available to Seller, Seller may:

6.6.1 store the Goods until actual delivery and charge Buyer for the reasonable costs (including insurance) of storage; or

6.6.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to Buyer for the excess over the price under the Contract or charge Buyer for any shortfall below the price under the Contract.

6.7 Buyer shall in no circumstances be entitled to return any Goods without consent of Seller. Upon approval Seller's return authorisation number will be given which must be quoted.

6.8 Goods returned by agreement for credit must be in first class saleable condition complete with all manuals and undamaged original packaging.

6.9 If Goods are returned through Buyer's mistake, Seller if it accepts the returned Goods, may make a ten (10%) deduction from the value of the credit note, by way of handling charge.

7. Risk and Property

7.1 Risk of damage to or loss of the goods shall pass to Buyer:

7.1.1 in the case of Goods to be delivered at Seller's premises, at the time when Seller notifies Buyer that the Goods are available for collection; or

7.1.2 in the case of Goods to be delivered otherwise than at Seller's premises, at the the time of delivery or, if Buyer wrongfully fails to take delivery of the Goods, the time when Seller has tendered delivery of the Goods.

7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions the property in the Goods shall not pass to Buyer until Seller has received in cash or cleared funds payment in full of the price of the Goods agreed to be sold by Seller to Buyer for which payment is then due.

7.3 Until such time as the property in the Goods passes to Buyer, Buyer shall hold the Goods as Seller's fiduciary agent and bailee, and keep the Goods separate from those of Buyer and third parties and properly stored, protected and insured and identified as Seller's property. Until that time Buyer shall be entitled to resell or use the Goods in the ordinary course of its business , but shall account to Seller for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.

7.4 Until such time as the property in the Goods passes to Buyer (and provided the Goods are still in existence and have not been resold), Seller shall be entitled at any time to require Buyer to deliver up the Goods to Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of Buyer or any third party where the Goods are stored and repossess the Goods.

7.5 Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of Seller, but if Buyer does so all money owing by the Buyer to Seller shall (without prejudice to any other right or remedy of Seller) forthwith become due and payable.

8. Warranties and liability

8.1 Subject to the conditions set out below Seller warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in materials and workmanship for a period of twelve (12) months from delivery. Seller reserves the right, without prior notice, to discontinue any product or to change the design of a product as part of its Product Improvement Programme

8.2 The above warranty is given by Seller subject to the following condition:

8.2.1 Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment;

8.3 Where the Goods are sold under a consumer transaction the statutory rights of Buyer are not affected by these Conditions.

8.4 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to Seller in accordance with Conditions, Seller shall be entitled to replace the Goods (or the part in question) free of charge or, at Seller's sole discretion, refund to Buyer the price of the Goods (or a proportionate part of the price), but Seller shall have no further liability to Buyer.

8.5 Except in respect of death or personal injury caused by Seller's negligence, Seller shall not be liable to Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by Buyer, except as expressly provided in these Conditions.

8.6 Seller's obligations for any defect in the Goods shall not arise if Buyer shall have attempted to rectify, alter or dismantle the Goods in any way.

8.7 Seller shall not be liable to Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of Seller's obligations in relation to the Goods, if the delay or failure was due to any cause beyond Seller's reasonable control.

9. Data Protection Act

9.1 Seller makes its mailing list available to companies whose product or services might interest you. If you would prefer to have your name withheld, please write to the Database Administrator, at the office registered address.

10. Insolvency of buyer

10.1 This clause applies if:

10.1.1 Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual of firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or

10.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of Buyer; or

10.1.3 Buyer ceases, or threatens to cease, to carry on business; or

10.1.4 Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to Buyer and notifies Buyer accordingly.

10.2 If this clause applies then, without prejudice to any other right or remedy available to Seller, Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

11. Export terms

11.1 Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and the payment of any duties thereon.

12. GENERAL

12.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time been notified pursuant to this provision to the party giving notice.

12.2 No waiver by Seller of any breach of the Contract by Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.

12.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforcable in whole or part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.

12.4 The Contract shall be governed by the Dutch laws and the parties submit to the exclusive jurisdiction of the Dutch courts.