General Terms and Conditions of Sale and Delivery (B2B)
X-treme Smile® – Albert Einsteinweg 4, 8501 XE Joure (Nederland)
(July 2025 edition, legally optimised for wholesale and B2B)
Article 1 – Definitions and Scope
In these Terms, the following definitions apply:
- 1. In these Terms, the following definitions apply:
- X-treme Smile®: X-treme Smile®, having its registered office at Albert Einsteinweg 4, 8501 XE, Joure, The Netherlands;
- Customer: any natural or legal person acting in the course of business who concludes or negotiates an agreement with X-treme Smile®;
- Agreement: any arrangement between X-treme Smile® and the Customer regarding the supply of products or related services. - 2. These Terms apply to all offers, quotations, agreements and deliveries by X-treme Smile® to business customers.
- 3. Orders placed via the X-treme Smile® website are deemed to be placed for business purposes. In such cases the Customer cannot invoke consumer law or any withdrawal right.
- 4. Deviations or additions are valid only if confirmed in writing by X-treme Smile®.
- 5. The Customer’s terms and conditions do not apply unless expressly accepted in writing by X-treme Smile®.
- 6. These Terms are provided in advance and available on the X-treme Smile® website; a copy will be provided free of charge upon request.
- 7. The parties expressly confirm that the Customer acts in the course of business. Consequently, consumer protection laws of the European Union or of any Member State do not apply.
Article 2 – Offers and Formation of the Agreement
1. All offers and quotations by X-treme Smile® are binding unless expressly stated otherwise.
2. After acceptance, an offer cannot be revoked.
3. An Agreement is concluded only after written order confirmation by X-treme Smile®, or once X-treme Smile® has commenced performance.
4. Oral commitments bind X-treme Smile® only if confirmed in writing.
5. Data such as sizes, weights, images and descriptions are indicative and do not bind X-treme Smile®.
Article 3 – Prices
1. All prices are exclusive of VAT, shipping and packaging costs unless indicated otherwise.
2. X-treme Smile® may adjust prices if cost-determining factors change, such as raw materials, wages, taxes or exchange rates.
3. For agreements exceeding three months, X-treme Smile® may adjust prices during the term in case of demonstrable cost increases; the Customer has no right to terminate on that ground.
4. X-treme Smile® may adjust prices immediately if required by law or market circumstances.
Article 4 – Payment
1. Payment is due within 7 days from invoice date unless agreed otherwise in writing.
2. Delivery takes place only after full payment has been received.
3. In case of late payment, the Customer is in default by operation of law and owes 8% annual interest.
4. All judicial and extrajudicial collection costs are fully borne by the Customer in accordance with the Dutch “Rapport Voorwerk II”.
5. Payments first reduce costs and interest, then the oldest outstanding invoices.
6. X-treme Smile® may suspend deliveries or require security if the Customer’s creditworthiness is in doubt.
7. As long as the Customer has not paid in full, no warranty or compensation can be claimed.
8. Electronic payments are at the Customer’s risk.
Article 5 – Delivery
1. Delivery is made to the address specified by the Customer unless agreed otherwise.
Delivery periods are indicative and not of the essence.
2. X-treme Smile® may deliver in instalments and invoice each instalment separately.
3. Minor deviations in colour, weight, finish or packaging (up to 5%) are deemed to conform to the Agreement.
4. If the Customer postpones or refuses delivery, X-treme Smile® may store the goods at the Customer’s risk and expense and charge a storage fee of 1% of the invoice value per week.
5. If products are specially purchased or reserved for the Customer, the Customer is obliged to purchase these in full.
Article 6 – Customer’s Obligations and Transfer of Risk
1. The Customer must enable X-treme Smile® to perform delivery without hindrance.
2. If delivery cannot take place due to the Customer, delivery is deemed completed.
3. The risk of loss, damage or destruction transfers at the moment of handover to the carrier, irrespective of who pays the shipping costs.
4. If transport is performed by an external carrier, X-treme Smile® is not liable for damage or loss during transport. Claims must be submitted directly to the carrier.
5. Delivery receipts or digital delivery records provided by or on behalf of X-treme Smile® constitute full proof of delivery, subject to evidence to the contrary.
Article 7 – Retention of Title
1. All delivered goods remain the property of X-treme Smile® until the Customer has fully met all obligations, including interest and costs.
2. The Customer may not pledge, resell or encumber the goods as long as title has not passed.
3. In the event of payment default, X-treme Smile® may repossess the goods.
4. The Customer irrevocably authorises X-treme Smile® to access the premises for that purpose.
5. X-treme Smile® has a right of retention to any goods it holds until all obligations of the Customer are fulfilled.
Article 8 - Warranty
1. X-treme Smile® grants a warranty of three (3) months, unless agreed otherwise in writing or specified for particular products to which different warranty terms apply.
2. The warranty lapses in the event of:
- improper use;
- damage due to external causes or transport;
- repairs or modifications by third parties;
- payment default;
- assembly or storage contrary to instructions.
3. Within the warranty period, X-treme Smile® will, at its discretion, repair, replace or credit the product.
4. Shipping costs relating to warranty handling are borne by the Customer.
5. To the extent the manufacturer or importer stipulates additional exclusions in the manufacturer’s warranty certificate, such limitations are adopted by X-treme Smile®.
6. The warranty lapses in case of damage during transport not performed by X-treme Smile® or in case of improper use.
7. The warranty applies only to the original Customer and lapses upon resale.
8. X-treme Smile® is not liable for consequential damages arising from defects, unless caused by intent or wilful recklessness by its management.
Article 9 – Complaints and Returns
1. The Customer must inspect deliveries immediately.
2. Visible defects must be notified in writing within five (5) working days; afterwards, claims will no longer be processed.
3. Hidden defects must be notified in writing within three (3) months after delivery; afterwards, claims will no longer be processed.
4. Returns are only permitted with prior written consent of X-treme Smile®, in original packaging and at the Customer’s risk.
5. No return right applies in B2B; if X-treme Smile® accepts a return out of goodwill, a 15% restocking fee applies.
6. Opened, used or damaged products will not be credited or taken back.
Article 10 – Liability and Indemnity
1. X-treme Smile®’s liability is limited to the amount paid out under its liability insurance or, if not insured, to 50% of the invoice value.
2. X-treme Smile® is not liable for indirect or consequential loss, loss of profit or business interruption.
3. X-treme Smile® is not liable for damage related to transport, installation, use or combination with other products.
4. Advice, manuals or digital information are provided to the best of knowledge but at the Customer’s risk.
5. X-treme Smile® is not liable for errors or failures in electronic communications.
6. Any legal action against X-treme Smile® expires after one (1) year.
7. The Customer indemnifies X-treme Smile® against third-party claims relating to use, resale, processing or incorporation of delivered products.
8. The liability limitation does not apply in case of intent or wilful recklessness by X-treme Smile®’s management.
Article 11 – Force Majeure
1. X-treme Smile® is not liable in case of force majeure, including but not limited to:
- failures at suppliers or carriers; strikes;
- war; terrorism;
- natural disasters; fire; flooding;
- or governmental measures.
2. If force majeure persists for more than one month, either party may terminate the Agreement without liability.
Article 12 – Intellectual Property and Confidentiality
1. All intellectual property rights to products, designs, documentation and materials remain with X-treme Smile®.
2. The Customer may not use, copy or distribute these without X-treme Smile®’s prior written consent.
3. The Customer shall treat all business information, prices and technical data of X-treme Smile® as confidential.
4. Use of the X-treme Smile® brand, logo or imagery must not harm X-treme Smile®’s reputation or distinctiveness.
Article 13 – Product Changes and Recalls
1. X-treme Smile® may change products provided they meet agreed functionality and quality.
2. In case of a product recall, X-treme Smile®’s obligation is limited to informing the Customer.
3. X-treme Smile® is not obliged to pay damages related to a recall unless expressly agreed in writing.
Article 14 – Export and Customs
1. For deliveries outside the Netherlands, the Customer is responsible for import formalities, duties and regulatory compliance.
2. X-treme Smile® is not liable for delays or costs due to foreign customs procedures.
3. Unless agreed otherwise, international deliveries are subject to the Incoterms® 2020, with default delivery EXW (Ex Works) Joure.
Article 15 – Privacy
X-treme Smile® processes personal data in accordance with the GDPR. The privacy policy is available on the X-treme Smile® website.
Article 16 – Termination
1. X-treme Smile® may terminate the Agreement extrajudicially in the event of bankruptcy, suspension of payments, liquidation or attachment against the Customer, or in case of breach.
2. In such cases, all claims of X-treme Smile® become immediately due and payable.
Article 17 – Governing Law and Jurisdiction
1. These Terms and any Agreement are governed exclusively by Dutch law.
2. Disputes shall be submitted to the District Court of Northern Netherlands, location Leeuwarden, unless mandatory law provides otherwise.
End of Terms
© 2025 X-treme Smile® – All rights reserved
Applicable law: Dutch law only.
Competent court: District Court of Northern Netherlands, location Leeuwarden.
