General Terms and Conditions of Sale and Delivery of Willems Winkels B.V., also trading under the names: Asha International, Beppy, and Condommessage (hereinafter referred to as: Asha International)

Article 1 – Applicability

1.1 These general terms and conditions apply to all quotations, offers, agreements, and deliveries by Asha International.
1.2 Any terms and conditions of the buyer are expressly rejected unless otherwise agreed in writing.
1.3 If any provision of these terms is null or voidable, it will be replaced by a provision that most closely reflects the original intent. The remaining provisions shall remain fully valid.
1.4 In the event of differences in interpretation, the Dutch version of these terms shall prevail.

Article 2 – Quotations and Agreements

2.1 Quotations and offers from Asha International are non-binding unless a validity period is specified.
2.2 An agreement is concluded once Asha International confirms it in writing (by post, email, or fax), or once Asha International begins execution of the order.
2.3 Agreements or promises made by representatives are only binding after written confirmation by Asha International.
2.4 Images, samples, catalogs, and online content provide indicative representations. Technical data, colors (CMYK), and dimensions are approximations, unless explicitly guaranteed in writing.
2.5 All prices are exclusive of VAT and other levies and are Ex Works (Incoterms 2020), unless stated otherwise.
2.6 A composite price quotation does not obligate Asha International to perform part of the order for a proportionate price.
2.7 Setup costs amount to €55 per ordered item (excl. VAT), unless agreed otherwise in writing.
2.8 Order-specific requirements (such as ISO standards or CE markings) are deemed accepted and form part of the agreement.
2.9 In case of cancellation, incurred costs will be charged, with a minimum of €90 for orders placed with Condommessage.
2.10 Asha International reserves the right to refuse an order without stating a reason.

Article 3 – Delivery

3.1 Delivery times are indicative and not strict deadlines. Exceeding them does not entitle the buyer to compensation, cancellation, or refusal.
3.2 For custom design orders, delivery time begins only after approval by the buyer.
3.3 Failure to timely provide required information or to meet payment obligations will suspend the delivery period.
3.4 In case of default in payment, Asha International may halt further delivery and dissolve the agreement, without prejudice to its right to compensation.
3.5 Asha International may deliver up to 10% more or less than ordered, if reasonable.
3.6 The method of transport is determined by Asha International unless agreed otherwise.
3.7 Transport is at the buyer’s risk, including unloading.
3.8 Increases in transport costs after the agreement is concluded may be passed on.
3.9 Delivery takes place at the buyer’s address unless otherwise agreed in writing.

Article 4 – Buyer’s Information and Liability

4.1 Product descriptions in Asha International’s publications are for general information only.
4.2 The buyer guarantees that provided data is accurate, complete, and free of third-party rights. The buyer indemnifies Asha International against claims arising from intellectual property rights violations.

Article 5 – Retention of Title

5.1 Delivered products remain the property of Asha International until full payment has been received.
5.2 The buyer may not resell, pledge, or otherwise encumber the products outside the ordinary course of business.
5.3 In the event of attachment or third-party claims, the buyer must inform Asha International immediately.
5.4 Asha International may reclaim its property. The buyer irrevocably grants access to the location of the goods.

Article 6 – Payment

6.1 Payment must be made within the agreed term, without discount or set-off. In case of late payment, the buyer is in default:

• All claims become immediately due;

• 1% interest per month is charged;

• Extrajudicial collection costs of 15% of the outstanding amount (minimum €50) apply.

6.2 Payments are first applied to costs and interest, then to the principal sum.
6.3 Offsetting and suspension by the buyer are excluded.

Article 7 – Intellectual Property

7.1 All intellectual property rights to the delivered products, except those based on elements supplied by the buyer, remain with Asha International or its licensors.
7.2 Infringements or third-party claims must be reported immediately. The buyer must cooperate in enforcement efforts.
7.3 Asha International is not obliged to verify whether materials provided by the buyer infringe third-party rights. The buyer fully indemnifies Asha International in the event of claims.

Article 8 – Complaints

8.1 The buyer must inspect the goods immediately upon delivery. Complaints must be reported in writing within 7 days.
8.2 After this period, the right to repair or compensation lapses. Damage claims expire after 12 months.
8.3 In case of justified complaints, Asha International may choose to replace, repair, or refund the goods.
8.4 Warranty is void if:

• There is improper use;

• Products are exposed to extreme conditions;

• Instructions are not followed;

• Changes are made without permission.

8.5 Complaints regarding part of a delivery do not suspend the payment obligation.

Article 9 – Liability

9.1 Asha International is only liable for direct damages.
9.2 No liability exists for damages resulting from incorrect or incomplete information provided by the buyer.
9.3 Liability is limited to:

• The insurance payout, plus deductible;

• If not covered: the invoice value of the relevant part;

• Excludes consequential damage, loss of profit, or business interruption.

9.4 Claims expire if not reported in writing within 6 months of arising.
9.5 The buyer indemnifies Asha International from third-party claims unless due to intent or gross negligence by Asha International.

Article 10 – Miscellaneous Provisions

10.1 Asha International may name the buyer as a reference without sharing specific results.
10.2 An ongoing contract only exists if agreed in writing. Termination is possible with two months’ notice.
10.3 In the event of a recall, the buyer must fully cooperate with Asha International’s instructions. Demonstrable external costs will be reimbursed.

Article 11 – Governing Law and Jurisdiction

11.1 All agreements are governed exclusively by Dutch law. The CISG (Vienna Sales Convention) is excluded.
11.2 Disputes will be submitted to the competent court in Rotterdam, except in intellectual property cases, which fall under the exclusive jurisdiction of The Hague. Asha International retains the right to initiate proceedings elsewhere.

If you have any questions, please feel free to contact us, we’re happy to help!