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Terms and conditions of delivery for entrepreneurs and consumers

Table of Contents

Article 1 - Definitions
Articele 2 - Identity of the company
Articele 3 - Applicability
Articele 4 - The offer
Article 5 - The agreement
Article 6 - Right of withdrawal
Article 7 - Costs in case of withdrawal
Article 8 - Exclusion of the right of withdrawal
Article 9 - The price
Article 10 - Compliance and Warranty
Article 11 - Delivery and execution
Article 12 - Regulations and restrictions on (re)export
Article 13 - Continuing transactions
Article 14 - Payment
Article 15 - Complaints
Article 16 - Disputes
Article 17 - Additional or different provisions

Article 1 - Definitions

In these terms and conditions the following terms shall have the following meanings
1. Grace period: The period within which the consumer can make use of his right of withdrawal;
2. Consumer: the natural person who is not acting in the exercise of a profession or business and who enters into a distance contract with the entrepreneur;
3. Entrepreneur: the business customer who acts in the exercise of a profession or business and a distance contract with Benèl BV (from here referred to as: Benel)
4. Day: calendar day;
5. Duration transaction: a distance contract relating to a range of products and / or services, the supply and / or purchase is spread over time;
6. Durable data carrier: any means that enables the consumer or entrepreneur to store information that is addressed to him personally, in a way that allows future consultation and unaltered reproduction of the stored information.
7. Right of withdrawal: the possibility for the consumer to waive the distance contract within the cooling-off period;
8. Entrepreneur: the business customer of Benel or legal person who offers products and / or services to consumers from a distance;
9. Distance contract: an agreement whereby in the framework of a system organized by the entrepreneur for distance selling of products and/or services, up to and including the conclusion of the agreement, exclusive use is made of one or more techniques for distance communication;
10. Technique for distance communication: means that can be used for the conclusion of an agreement, without the consumer and entrepreneur being together in the same room at the same time.

Article 2 - Identity of the company

Benel B.V.
Visiting address: Buitenvaart 1127a, 7905SE, Hoogeveen
Postal address: Buitenvaart 1127a, 7905SE, Hoogeveen
Phone number: 0528-234828
Website: www.benel.nl
E-mail address: info@benel.nl
Chamber of Commerce number: 50035673
VAT number: 822507523B01
Reachability:
Monday to Friday from 8:00 am to 5:00 pm with the exception of (national) holidays

Benel was founded in 1990 as an importer and wholesaler of optical and photographic studio products. Benel supplies as a wholesaler to retailers, internet re-sellers and entrepreneurs who are professionally engaged in photography or optics.

Article 3 - Applicability

1. These general conditions apply to every offer from the entrepreneur and any agreement reached at a distance between entrepreneur and consumer.
2. Before the remote agreement is concluded, the text of these general conditions will be made available to the consumer. If this is not reasonably possible, before the remote agreement is concluded, it will be indicated that the general conditions are available for perusal at the entrepreneur's premises and that they will be sent to the consumer free of charge as soon as possible, at the consumer's request.
3. If the distance contract is concluded electronically, then, contrary to the previous paragraph, and before the distance contract is concluded, the text of these general conditions may be made available to the consumer electronically in such a way that the consumer can easily store them on a durable data carrier. If this is not reasonably possible, before the distance contract is concluded, it will be indicated where the general conditions can be consulted electronically and that they will be sent free of charge to the consumer, at his request, either electronically or in another way.
4. In the event that in addition to these general conditions also specific product or service conditions apply, the second and third paragraphs shall apply mutatis mutandis and the consumer in case of conflicting general conditions always rely on the applicable provision that is most favorable to him.

Article 4 - The offer

1. If an offer has a limited period of validity or is made subject to conditions, this will be explicitly stated in the offer.
2. The offer contains a complete and accurate description of the products and/or services offered. The description is sufficiently detailed to enable the consumer to make a proper assessment of the offer. If the entrepreneur uses images these are a true reflection of the products and / or services offered. Obvious mistakes or obvious errors in the offer will not bind the entrepreneur.
3. Each offer contains such information that it is clear to the consumer what rights and obligations are attached to accepting the offer. This concerns in particular:
- the price including taxes;
- the possible costs of delivery;
- the way in which the agreement will be concluded and which actions are required for this;
- whether or not the right of withdrawal is applicable;
- the method of payment, delivery and implementation of the agreement;
- The period for accepting the offer, or the period within which the entrepreneur guarantees the price;
- The level of the rate of distance communication if the cost of using the technology for distance communication is calculated on a basis other than the regular basic rate for the means of communication used;
- whether the agreement is archived after its conclusion and, if so, in what way it can be consulted by the consumer;
- the manner in which the consumer, before concluding the contract, can check the data provided by him in the context of the contract and, if desired, correct them;
- any other languages in which, besides Dutch, the contract can be concluded;
- the codes of conduct to which the trader is subject and the way in which the consumer can consult these codes of conduct electronically; and
- the minimum duration of the distance contract in the event of an extended transaction.

Article 5 - The agreement

1. The contract is concluded, subject to that which is stipulated in paragraph 4, at the moment at which the consumer accepts the
The agreement is concluded, subject to the provisions of paragraph 4, at the moment of acceptance by the consumer of the offer and the fulfilment of the conditions thereby stipulated.
2. If the consumer has accepted the offer electronically, the trader will immediately confirm receipt of the acceptance
If the consumer has accepted the offer electronically, the entrepreneur will immediately confirm receipt of electronic acceptance of the offer. As long as the receipt of this acceptance has not
the entrepreneur, the consumer can dissolve the contract.
3. If the agreement is created electronically, the entrepreneur shall take appropriate technical and organizational
3. If the agreement is created electronically, the entrepreneur will take appropriate technical and organizational measures to protect the electronic transfer of data and he will ensure a secure web environment. If the consumer is able to pay electronically, the entrepreneur will observe appropriate security measures.
4. The entrepreneur may - within legal limits - obtain information about the consumer's ability to fulfill his payment obligations, as well as about all those facts and factors which are important for a responsible conclusion of the distance contract. If, on the basis of this investigation, the entrepreneur has good reason not to enter into the agreement, he is entitled to refuse an order or request while giving reasons, or to attach special conditions to the implementation.
5. The entrepreneur will, together with the product or service, send the consumer the following information, in writing or in such a way that the consumer can store it in an accessible way on a durable data carrier:
- The visiting address of the establishment of the entrepreneur where the consumer can go with complaints;
- the conditions on which and the way in which the Consumer may exercise the right of withdrawal, or a clear statement concerning the exclusion of the right of withdrawal;
- the information on guarantees and existing service after purchase;
- the data included in article 4, paragraph 3 of these conditions, unless the trader has already provided the consumer with these prior to concluding the contract;
- The requirements for terminating the agreement if the agreement has a duration of more than one year or is indefinite.
- In case of a duration contract, the provision in the previous paragraph applies only to the first delivery.

Article 6 - Right of withdrawal

1. When purchasing products online, the consumer has the opportunity to dissolve the agreement without giving any reason for 14 calendar days. This cooling off period commences on the day after receipt of the product. Day of receipt is considered day 0.
a: Entrepreneurs / business customers are excluded from the right of return or exchange, without giving any reason. In consultation is in some exceptional cases return right possible, see Article 17. Only in case of a DOA (dead on arrival or defective product upon receipt), the shipping costs charged by us to the business customer will be credited. When returning products (also in case of DOA) always use the original packaging.
2. During the cooling-off period the consumer will handle the product and packaging with care. He will only unpack or use the product to the extent necessary to judge whether he wishes to keep the product. If he exercises his right of withdrawal, he will return the product with all accessories and - if reasonably possible - in the original condition and packaging to the entrepreneur, according to the entrepreneur provided reasonable and clear instructions.
3. When providing services, the consumer can terminate the contract without giving any reason to dissolve up to a maximum of fourteen calendar days, starting on the day of entering into the agreement. Day of agreement is considered day 0.
4. To make use of his right of withdrawal, the consumer will focus on the reasonable and clear instructions provided by the entrepreneur in the offer and / or at the latest on delivery.

Article 7 - Costs in case of withdrawal

1. If the consumer makes use of his right of withdrawal, he will be responsible for the maximum costs of return shipment.
2. If the consumer has paid an amount, the entrepreneur will refund this amount as soon as possible, but at the latest within 30 days after receipt of the return shipment or withdrawal.

Article 8 - Exclusion of right of withdrawal

1. Benel can exclude the consumer's right of withdrawal as far as provided for in paragraphs 2 and 3. The exclusion of the right of withdrawal applies only if the entrepreneur has clearly stated this in the offer, at least in time for the conclusion of the contract.
2. Exclusion of the right of withdrawal is only possible for products
- that have been created by the entrepreneur in accordance with the specifications of the consumer;
- That are clearly personal in nature;
- that cannot be returned due to their nature;
- That spoil or age quickly;
- Whose price depends on fluctuations in the financial market on which the entrepreneur has no influence;
- For individual newspapers and magazines;
- for audio- and video-recordings and computer software of which the consumer has broken the seal.
3. Exclusion of the right of withdrawal is only possible for services:
- concerning accommodation, transport, restaurant business or leisure activities to be performed on a certain date or during a certain period;
- Of which the delivery has begun with the express consent of the consumer before the cooling-off period has expired;
- concerning betting and lotteries.

Article 9 - The price

1. During the validity period mentioned in the offer, the prices of the products and/or services offered will not be increased, except for price changes due to changes in VAT rates.
2. Notwithstanding the previous paragraph, the entrepreneur may offer products or services whose prices are subject to fluctuations in the financial market and over which the entrepreneur has no influence, with variable prices. This link to fluctuations and the fact that any prices mentioned are recommended prices will be mentioned with the offer.
3. Price increases within 3 months after the conclusion of the contract are only allowed if they are the result of statutory regulations or provisions.
4. Price increases from 3 months after the conclusion of the contract are only allowed if the entrepreneur has stipulated it and:
- they are the result of statutory regulations or stipulations; or
- the consumer is authorized to terminate the contract on the day on which the price increase takes effect.
5. The prices mentioned in the offer of products or services on our website are recommended retail prices including 21% VAT. After logging in to our dealer portal, your purchase prices will be shown excluding VAT.

Article 10 - Compliance and Warranty

1. The entrepreneur guarantees that the products and / or services meet the contract, the specifications stated in the offer, the reasonable requirements of reliability and / or usability and on the date of the conclusion of the agreement existing legal provisions and / or government regulations. If agreed, the entrepreneur also ensures that the product is suitable for other than normal use.
2. A guarantee provided by the entrepreneur, manufacturer or importer does not affect the legal rights and claims that the consumer under the agreement can assert against the entrepreneur.
3. Exception: batteries and (spare) lamps are excluded from warranty, unless the product is defective at delivery. You will receive from Benel 6 months warranty on these products.
4. When an article, which falls outside the legal warranty period, is offered to Benel for repair, Benel offers 3 months warranty on the repaired article.

Article 11 - Delivery and execution

1. The entrepreneur will take the utmost care in receiving and carrying out orders of products and in assessing applications for the provision of services.
2. The place of delivery is the address that the consumer has made known to the company.
3. Subject to what is stated in Article 4 of these general conditions, the company will execute accepted orders expeditiously but not later than 30 days unless a longer delivery period has been agreed. If the delivery has been delayed, or if an order cannot be filled or can be filled only partially, the consumer will be informed about this within 30 days after he has placed the order. The consumer in that case has the right to terminate the contract without penalty and the right to any compensation.
4. In case of dissolution in accordance with the preceding paragraph, the operator the amount that consumers paid as soon as possible but no later than 30 days after termination, repay.
5. If delivery of an ordered product turns out to be impossible, the entrepreneur will make an effort to provide a replacement article. At the latest upon delivery, it will be clearly and comprehensibly reported that a replacement article is being delivered. With replacement items, the right of withdrawal cannot be excluded. The cost of any return shipment shall be borne by the entrepreneur.
6. The risk of damage and/or loss of products rests with the entrepreneur up to the moment of delivery to the consumer or a previously designated and announced to the entrepreneur representative, unless otherwise expressly agreed.
7. If the order of the client implies that an installation and / or assembly should take place, Benel or its employee is not liable for any damage caused by / during the installation or assembly.

Article 12 - Export and re-export regulations and restrictions

1. For all products supplied by Benel it applies that export and/or re-export to EU/OFAC sanctioned countries and EU/OFAC sanctioned parties is forbidden at all times.
1.1. On every invoice of Benel these countries and territories will be explicitly mentioned.
1.2. Because sanctioned countries or parties are subject to change, the most recent legislation is always applicable, even if this does not correspond with what is explicitly mentioned on each invoice.
2. For all products supplied by Benel it is applicable that export and/or re-export for military end-use/end-user is forbidden, unless an (export) license has been obtained.
3. Based on product classification, additional legislation and regulations apply to a number of products or product groups.
3.1 For the export, re-export or transfer of goods that fall under the dual-use regulation to countries outside the EU you need a license.
3.2. For the export, re-export or transfer of goods falling under the ML regulation to countries other than the Netherlands, Belgium and Luxembourg, a licence is required.
3.3. Where additional restrictions or regulations apply based on the laws and regulations of the country of origin of the product in question, the buyer must comply with both the DU/ML Regulation and the additional legislation.
3.4. For those products where the above is applicable, this will be explicitly indicated in Benel's product texts in order to inform the buyer prior to purchase and delivery.
4. Every business and private customer of Benel must comply with the above laws and regulations.
5. Despite the fact that Benel as much as possible in its information duties and responsibilities regarding compliance provides, Benel is not responsible for the correct compliance of laws and regulations by its customers.

Article 13 - Transactions of long duration

1. The consumer may terminate a contract entered into for an indefinite period at all times, subject to the agreed termination rules and a notice of up to one month.
2. An agreement entered into for a definite period of time has a maximum duration of two years. If it has been agreed that in case of silence of the consumer the agreement at a distance will be extended, the agreement will be continued as an agreement for an indefinite period of time and the notice period after continuation of the agreement will be at most one month.

Article 14 - Payment

1. As far as no other date has been agreed, sums payable by the consumer should be paid within 14 days after the start of the reflection period as referred to in article 6 paragraph 1. In case of an agreement for the provision of a service, this period shall start after the consumer has received the confirmation of the agreement.
2. When selling products to consumers, general conditions may never stipulate an advance payment of more than 50%. If an advance payment is stipulated, the consumer may not assert any rights regarding the execution of the relevant order or service(s) before the stipulated advance payment has been made.
3. The consumer has the duty to immediately report inaccuracies in payment data provided or mentioned to the entrepreneur.
4. In case of non-payment on the part of the consumer, and subject to legal restrictions, the entrepreneur has the right to charge the reasonable costs previously announced to the consumer.

Article 15 - Complaints

1. The entrepreneur has a sufficiently publicized complaints procedure and handles the complaint in accordance with this complaints procedure.
2. Complaints about the implementation of the agreement must be submitted to the entrepreneur within reasonable time, fully and clearly described, after the consumer has found the defects.
3. Complaints submitted to the entrepreneur shall be answered within a period of 14 days, calculated from the date of receipt. If a complaint requires a foreseeable longer processing time, the entrepreneur will respond within the period of 14 days with a message of receipt and an indication when the consumer can expect a more detailed answer.
4. If the complaint cannot be solved in mutual consultation, a dispute arises that is subject to the dispute resolution procedure.

Article 16 - Disputes

1. Contracts between Benel and the entrepreneur or the consumer, to which these general conditions relate, are exclusively governed by Dutch law.

Article 17 Additional or different provisions

1. Entrepreneurs or business customers are excluded from the right of return/withdrawal. If one wants to exercise the right of return, then this customer must report to Benel in advance. If Benel gives permission to return a product, an RMA is issued. This means "Returned Merchandise Authorization" and means that the entrepreneur has permission to use the right of return. The entrepreneur who provides a completed RMA form to Benel.
2. Benel charges a minimum of € 10,- handling fee per product. Benel never credits the invoiced shipping or drop shipping costs if applicable.
3. Additional provisions or provisions that deviate from these general conditions may not be to the detriment of the consumer and should be recorded in writing or in such a way that the consumer in an accessible manner can be stored on a durable medium.

 

DELIVERY TERMS

1: APPLICABILITY

1.1 On all B to B agreements concluded with our company (hereinafter called: Benel) the following General Conditions apply, as well as on all offers and quotations. In individual cases further agreed written terms shall prevail over these General Conditions in so far as they deviate from or supplement them. The General Terms and Conditions shall otherwise remain in full force.
1.2 We do not accept the applicability of the General Terms and Conditions of the contracting parties, unless explicitly stated otherwise in writing.

2: OFFERS

2.1 Price quotations and offers are without obligation: an offer is based on daily prices. If these prices are increased, we are entitled to pass these on to the Customer until the time of invoicing. At the time of invoicing, the exchange rate for foreign currencies applicable at that time shall apply. In the event of price increases as referred to in this article, Benel will immediately inform the client in writing and the client will be entitled to dissolve the agreement within one week after he has been informed of the price increase, while simultaneously returning all materials already made available to him, which must be in undamaged packaging and condition.
2.2 Purchase agreements or other agreements concluded by our representatives or intermediaries shall only be binding after our written confirmation or, in the absence of such confirmation, by a lapse of one week before we have apparently accepted the agreement within that period by silence or actual action, such as delivery of materials and/or products. All verbal and written offers made by Benel will only apply as an invitation to the client to place an order.

3: DELIVERY TIMES / DELIVERY

3.1 Stated delivery times shall never be regarded as deadlines, unless expressly agreed otherwise. In case of late delivery, Benel should therefore be declared in default in writing, whereby a period of at least six weeks is given to perform as yet.
3.2 Deliveries above € 75, - excluding VAT net invoice value are free of charge within the Netherlands; below this amount Benel is entitled to charge € 5,- excluding VAT. There is an exception for long packages where separate surcharges are calculated.
3.3 Benel is never liable for any damages, including consequential damages, which may arise from delay in delivery.
3.4 If the entrepreneur does not take delivery of the products, all resulting costs are for his account. Such refusal also gives Benel the right to terminate the contract in whole or in part and/or claim damages.
3.5 Delivery is deemed to have taken place:
a. If the product is collected by or on behalf of the Client: by the receipt of the product.
b. If the product is shipped, whether or not through the intervention of a professional carrier: by the transfer of the products to that carrier.
c. When the client takes delivery of the product from a carrier and signs for this, the client also signs for the fact that the package has no visible damage on the outside.
3.6 If the delivery is taken receipt of, this shall in any case count as agreement to these terms and conditions and as an order confirmation.
3.7 If the product cannot be delivered as a result of circumstances for which Benel is not liable, it shall be deemed to have fulfilled its obligation to deliver by keeping the product at the disposal of the client, provided that it has notified the client thereof within 3 working days after the product has become ready for shipment.
3.8 If Benel, on the basis of a legal obligation, including an obligation arising from European laws and regulations, has to remove the delivered or to be delivered products from the market ("recall"), then the client is obliged to fully cooperate with this without any claim to compensation. The agreement will in that case be regarded as dissolved.

4: PAYMENTS

4.1 Unless otherwise indicated, all prices are ex warehouse, exclusive of VAT. All our invoices must be paid within thirty days of dispatch or otherwise if this has been agreed in writing. If the term of payment is exceeded, the client shall be in default immediately and shall be required to pay default interest at the statutory commercial interest rate plus 2%, without prejudice to the consequences attached to default by the law. Furthermore, all costs related to the collection of the overdue amount, including the extrajudicial costs calculated according to the Voorwerk II report, as well as the total judicial costs, even if any litigation costs are lower than the actual costs incurred, shall be borne by the client.
4.2 The client is not entitled to suspend payment or to set off (part of) the purchase price, not even if Benel is entitled to suspend its obligations, including its guarantee obligations.
4.3 Payments made by our clients shall always serve to settle all interest and costs due and subsequently those invoices that have been outstanding the longest, even if the client states that the payment relates to a later invoice.

5: LIABILITY / WARRANTY

5.1 If the quality of the products does not meet the expectations that our client may have under the agreement and this can be attributed to Benel, the client is only entitled to exchange or repair of materials - as far as we are reasonably able to do so - or refund of the purchase price, all this at the discretion of Benel. All this for those clients who have fulfilled their notification obligation under article 5.6.
5.2 Without prejudice to the warranty given in article 5.1, Benel explicitly excludes any liability towards the client for all damages, on any grounds whatsoever, including all direct damages, such as consequential loss or trading loss, and all indirect damages, except for liability for damages caused by willful misconduct or gross negligence of Benel. If and insofar as Benel is subject to any liability, on any grounds whatsoever, its liability shall at all times be limited to the invoice value of the performance, on the understanding that Benel shall never be liable for more than the maximum amount for which it is insured.
5.3 The client indemnifies Benel against all claims under product liability legislation, or liability under similar foreign legislation whether or not based on the EC Directive on product liability for defective products, unless it is decided by final and conclusive judgment that the matter concerns gross negligence or intent of Benel, in which case the recourse of Article 6:102 BW applies.
5.4 The client indemnifies Benel against all claims as a result of infringement of intellectual and or industrial property rights, unless a final and binding judgment establishes that there has been gross negligence or wilful misconduct by Benel, in which case the recourse provision of Article 6:102 of the Dutch Civil Code applies. The client undertakes to report any possible infringement of third party rights to Benel within 5 working days of becoming aware of this.
5.5 The warranty referred to in paragraph 1 applies, counting from the date of delivery, only upon presentation of the relevant invoice from Benel for a period of 24 months this with the exception of batteries, lamps, chemical products and light sensitive and magnetic materials excluded from warranty.
5.6 The client is obliged to treat the delivered products in a correct manner and not to expose them to conditions that could possibly cause damage. Furthermore, the client is obliged to inspect the products for visible defects within eight days after delivery and to report these to us immediately. Damage occurring afterwards is presumed to be caused by the client.
5.7 Ordered goods will be delivered in the (wholesale) packaging available at Benel. Minor deviations accepted in the industry regarding specified sizes, weights, numbers, colors, etc. do not constitute a shortcoming on the part of Benel. In this case no appeal to the guarantee is possible.
5.8 Complaints do not suspend the payment obligation of the other party.
5.9 We shall never be liable for damage caused by third parties engaged by us or caused by intent or equivalent gross negligence of non-managerial staff.

6: FORCE MAJEURE

6.1 Force majeure means any non-attributable cause which makes the execution of the agreement wholly or partly impossible or prevents it. Such causes include, but are not limited to, strikes and lockouts, fire, supply bottlenecks, breakage of machinery, unavailability of transport and any other cause that is not due to our fault or that according to traffic standards is not at our risk.
6.2 In case of force majeure Benel is not obliged to pay any compensation. Both Benel and the client have in such a situation the right to terminate the agreement, if the situation lasts longer than 1 month. In the event that the agreement is still performed within that period, the right to dissolve on the basis of force majeure lapses.
6.3 In case of dissolution by Benel as referred to in paragraph 2, the client is obliged to take the products available under the agreement and pay the purchase price proportionately.

7: RETENTION OF TITLE

7.1 Ownership of the goods shall not be transferred to the client until the client has paid to us all amounts due in respect of all deliveries of goods, including any interest and costs. Such deliveries also include deliveries of products pursuant to an older or earlier agreement than the one relating to the items for which ownership is reserved.
7.2 The Customer shall return unpaid products on the first demand. In case of non-payment by the Customer, we shall be entitled to unhindered access to the Customer's premises and to the goods made available to the Customer - for which we are then irrevocably authorised by the Customer pursuant to these Terms and Conditions - in order to repossess them.
7.3 If the client fails to perform its obligations towards Benel, Benel has the right to create a lien on all claims, present and future, of the client against third parties. In this connection, the client is obliged to cooperate in the legal enforcement of the said pledge(s) at the expense of the client. In cases where the items are already under the control of a third party, the Customer shall create the pledge.

8: REPAIRS

8.1 Defective products can be presented to Benel or a third party authorized by Benel for repair at the expense of the client. Benel will, if requested at the time of presentation of the product, as soon as possible after examination of the defect, provide the client with an indication of the repair price and the period within which repair can reasonably take place.
8.2 Storage by Benel in connection with repair orders shall be at the client's risk.
8.3 The client is obliged to collect repaired products after one month of the notification made by Benel and to pay the repair price. Optionally, the product in question can also be sent by Benel to the client after payment of the repair costs. If the client does not collect repaired goods, Benel shall be entitled, after the expiry of a period of 12 months, to offer the products for sale to third parties and to set off the costs incurred by Benel for the case against the sales price to be paid to the client.
8.4 Payments in respect of repairs must be made in the same way as mentioned above under 4.1.
8.5 No rights can be derived from turnaround times for repairs.

9: APPLICABLE LAW AND DISPUTES

9.1 All agreements entered into with us and agreements resulting from them shall be exclusively governed by Dutch law. The provision of the Vienna Sales Convention is excluded.