General terms and conditions

General terms and conditions of sale of Angro BV and Angro Retail BV


    • Angro: The private limited company Angro BV or its affiliated company as user of these terms and conditions.
    • Buyer: The company or the natural person that enters into a purchase agreement with Angro.



    • These terms and conditions apply to all offers of Angro and all agreements between Angro and the Buyer.
    • The content of the specific agreement takes precedence over the content of these terms and conditions.
    • Amendments to these terms and conditions shall only be valid if they have been laid down in writing, whereby recording by email is deemed to be in writing, and amendments shall only apply to the relevant agreement.
    • Giving an assignment to Angro by the Buyer or placing an order with Angro by the Buyer shall at all times be subject to acceptance of these general terms and conditions by the Buyer.



    • All prices are in euros and exclude transport, VAT and other levies imposed by the government.
    • Angro shall be entitled to pass on factors that increase the cost price, such as levies, taxes and surcharges imposed by the government, to the Buyer.



    • Deliveries shall take place ‘ex works’, unless agreed otherwise in writing between the Buyer and Angro.
    • The delivery periods stated by Angro shall merely be indicative. Delivery periods shall only be regarded as deadlines if they have been explicitly agreed upon. Delay in delivery – for whatever reason – shall not entitle the Buyer to suspend the performance of any obligation he has towards Angro.
    • The delivery period shall be extended by the period during which Angro is prevented from fulfilling its obligations due to force majeure.
    • Angro shall be entitled to have deliveries made by third parties at all times.
    • In any event, force majeure on the part of Angro shall apply, but not exclusively, if Angro after entering into the agreement is prevented from fulfilling its obligations under this agreement or from the preparation thereof as a result of war, war damage, civil war, riots, wilful damage, fire, water damage, flooding, strikes, sit-ins, lockouts, import and export restrictions, government measures, defects in machinery, disruptions in the supply of energy, late delivery of raw materials and/or auxiliary materials, everything both in the business of Angro and at third parties from whom Angro must acquire, entirely or partially, the necessary materials or raw materials, as well as during storage or transport, under its own management or otherwise, and furthermore due to all other matters arisen through no fault or risk of Angro.
    • If, after placing the order, it becomes apparent that (part of) the order exceeds production or stock, Angro shall be entitled to amend or dissolve the agreement. In that case, Angro shall not be liable to pay compensation to the Buyer. The Buyer shall then have the option to dissolve the agreement by means of a written notification to Angro, within five days after having been informed by Angro.
    • If, after conclusion of the agreement, it becomes apparent that (part of) the ordered goods are no longer available at all, for whatever reason, in the event of force majeure within the meaning of paragraphs 3 and 4 or otherwise, Angro shall be authorised to replace the relevant goods or to dissolve the agreement. The Buyer shall then have the option to dissolve the agreement by means of a written notification to Angro, within five days after having been informed by Angro.


Retention of title

    • Angro remains the owner of the goods it has delivered until such time as the Buyer has fulfilled all obligations towards Angro with respect to the relevant, previous and subsequent transactions. Until then, the Buyer shall be obliged to keep the goods delivered by the Seller separate from other goods and clearly identified as the property of Angro. In addition, the Buyer shall properly insure the said goods and keep them insured.
    • If the Buyer fails to comply with any obligation towards the Seller pursuant to paragraph 1 of this article, or if there is a well-founded fear that the Buyer will fail to comply with the aforementioned obligations, the Buyer shall be in default, so that Angro shall be entitled, without notice of default, to immediately take possession of the delivered goods, wherever they may be located. In that case, any costs of repossessing the goods shall always be at the expense of the Buyer.
    • As long as the above obligations have not been fulfilled, the Buyer shall not be entitled to alienate Angro’s property or to establish a pledge or non-possessory pledge on the relevant goods, unless the sale takes place within the scope of the Buyer’s normal business operations.
    • If Angro cannot rely on its retention of title because the delivered goods have been mixed, distorted or acquired by accession, the Buyer shall be obliged to pledge the newly formed goods to Angro at Angro’s first request and to perform the necessary acts within that context.



    • Payment of the purchase price shall be made in a bank account designated by Angro.
    • Payment must be made within 14 days after the invoice date. (2.3 states in general terms that amendments may be agreed upon).
    • If the Buyer does not or not properly fulfil his payment obligations towards Angro, as set out in paragraph 2 of this article, he shall be in default without the need for any further demand or notice of default. At that time, all outstanding invoices from Angro, addressed to the Buyer, shall become immediately due and payable in full. Angro will then also be entitled to charge the Buyer an interest of 1.5% per month, payable on the entire outstanding invoice amount, and extrajudicial costs to be subsequently specified, from the due date of the invoice to the date of payment in full. In this context, part of a calendar month is considered to be a whole calendar month.
    • The Buyer shall not be entitled to deduct any amount from the purchase price on account of a counterclaim he has put forward.
    • If Angro is forced to relinquish its claim for collection due to default of the Buyer, all associated costs, such as administrative, judicial and extrajudicial costs, including the costs of a bankruptcy petition, shall be borne by the Buyer. The extrajudicial collection costs amount to at least 15% of the unpaid amount, with an absolute minimum of €250.00.
    • If the Buyer fails to fulfil any of his obligations towards Angro under the agreement, related agreement, or any agreements entered into before or after, or if Angro may reasonably suspect that the Buyer may not fulfil any of his obligations referred to above in the future, Angro shall be entitled:
    • To demand payment in advance or adequate (additional) security for payment or immediate payment upon delivery in respect of payment obligations under all current and future agreements;
    • to suspend deliveries (including the production or processing of goods to be delivered), without prejudice to the right of Angro to demand simultaneous or subsequent security for payment. After the Buyer has fulfilled his obligations, Angro’s delivery period shall be the time required for production or processing, taking into account possibilities existing in the company of Angro and/or in the company of Angro’s suppliers;
    • to dissolve the relevant purchase agreement in its entirety or to the extent that it has not been performed;
    • to dissolve one, more or all current purchase agreements in respect of which the Buyer is not in default, in whole or to the extent they have not been performed.



    • Illustrations in folders, catalogues, advertisements etc. only give an impression of the product and are not binding on Angro. The samples from the Angro collection shown to the Buyer by Angro are guiding with respect to the quality, colour, size, fit, weight, finish, design, etc. of the goods.
    • Complaints regarding delivered goods shall be made in writing within 4 working days after the goods have been delivered to the Buyer, or at least within 4 working days after the Buyer has reasonably been able to inspect the goods received.
    • Complaints regarding invoices shall be made in writing within 14 business days of the date of the relevant invoices, failing which the invoices will be regarded as correct and uncontested. The complaints will be examined on their merits by Angro as soon as possible. Minor variations in quality, colour, size, fit, weight, finish, design, etc. considered acceptable in the industry or technically unavoidable do not form a valid basis for complaints. If the complaint is valid, Angro may choose to either repair or replace the goods or to grant a price reduction.
    • Returns take place at the expense and risk of the Buyer and will only be accepted by Angro after Angro has given its prior written consent.



    • Except in the event of intent or gross negligence on the part of Angro’s managers, Angro’s liability with respect to the delivered goods shall be limited as follows:
      • If Angro is liable for direct damage, that liability will be capped at the amount paid by Angro’s insurer with an absolute maximum of 50% of the invoice amount.
      • Direct damage is understood to mean exclusively:
    • The reasonable costs incurred to determine the cause and the extent of the damage, insofar as ascertaining these is related to direct damage within the meaning of these terms and conditions.
    • Any reasonable costs incurred to have the defective performance of Angro conform to the agreement, insofar as these can be attributed to Angro.
    • Reasonable costs incurred to prevent or limit the damage, where the Buyer demonstrates that these costs have resulted in limitation of direct damage within the meaning of these terms and conditions.
      • Angro shall never be liable for indirect damage, including in any case, but not limited to consequential damage, lost profits, lost savings, and damage due to business interruption.
      • Angro shall not be liable for damage resulting from exceeding a specified delivery date, by whatever cause, including force majeure within the meaning of article 2, paragraphs 3 and 4.
    • Angro shall not be liable for damage resulting from an order placed by the Buyer after the expiry of an applicable deadline for placing an order.
    • If the Buyer in turn is taken to court by a subsequent Buyer for damage resulting from defects in said goods, and the Buyer wishes to recover said compensation from Angro, he shall inform Angro of the claim made against him, within 5 working days, with Angro reserving all defences. If Angro is not informed in good time – within 5 working days – any liability on the part of Angro shall lapse.


Competent court and applicable law

    • Unless the law prescribes otherwise, the Oost-Brabant District Court shall have exclusive jurisdiction to hear disputes. Nevertheless, Angro shall be entitled to submit the dispute to the court competent by law.
    • With respect to agreements concluded between Angro and the Buyer and with respect to the agreements resulting therefrom, the parties shall exclusively submit to Dutch law.
    • In the event of a difference in meaning between the different language versions of these terms and conditions, the Dutch text shall prevail at all times.


Binding force

    • If one of the above provisions loses its validity for any reason, all other provisions of this agreement shall remain in force.