GENERAL TERMS AND CONDITIONS
ARTICLE 1: DEFINITIONS
1.1. In these General Terms and Conditions, the following terms shall have the meanings set out below, unless expressly stated otherwise:
Cardgamelife: the private limited liability company incorporated under Dutch law, Cardgamelife B.V., having its registered office and principal place of business in Leeuwarden, the Netherlands, and registered with the Dutch Trade Register under number 95845666.
Buyer: the contracting party of Cardgamelife acting in the course of its business or professional activities;
Agreement: the agreement between Cardgamelife and the Buyer.
ARTICLE 2: GENERAL
2.1. These General Terms and Conditions apply to every quotation and every agreement between Cardgamelife and the Buyer to which Cardgamelife has declared these conditions applicable, insofar as the parties have not expressly agreed otherwise in writing.
2.2. These General Terms and Conditions shall also apply to all agreements between the Buyer and Cardgamelife for the performance of which third parties must be engaged.
2.3. The Buyer’s terms and conditions shall NOT apply unless expressly accepted by Cardgamelife in writing.
2.4. The Buyer represents and warrants that it is acting in the course of its business or professional activities.
2.5. A Buyer who has once entered into an agreement with Cardgamelife subject to these General Terms and Conditions shall be deemed to have accepted their applicability to all subsequent agreements between Cardgamelife and the Buyer. Cardgamelife reserves the right to amend these General Terms and Conditions at any time. Cardgamelife shall notify the Buyer of any amendments with a notice period of at least thirty (30) days prior to the effective date of the amendment. If the Buyer does not object in writing within fourteen (14) days of notification, the amended terms shall be deemed accepted. In the event of a timely objection, the parties shall consult to reach agreement on the applicable terms.
ARTICLE 3: OFFERS AND QUOTATIONS
3.1. All quotations are non-binding and may be withdrawn by Cardgamelife at any time, unless the offer specifies a period for acceptance.
3.2. Prices quoted by Cardgamelife include packaging but exclude VAT and other government-imposed taxes or levies, unless expressly stated otherwise. Standard delivery costs are included in the price; costs for customized delivery options and any additional transport expenses are excluded and will be charged separately. The contents of brochures, catalogues, and similar materials shall not be binding upon Cardgamelife unless expressly provided otherwise in the Agreement.
3.3. Quotations do not apply to repeat orders unless expressly agreed otherwise in writing.
3.4. Buyers may place orders through the Cardgamelife website. The website displays current stock levels, enabling Buyers to identify which products are available for immediate delivery.
3.5. The display of products with available stock on the Cardgamelife website constitutes an offer by Cardgamelife. Upon placement of an order for products that are available for immediate delivery from stock and upon receipt of full payment by Cardgamelife, a binding and irrevocable agreement is formed between Cardgamelife and the Buyer with respect to that portion of the order. For any portion of the order that cannot be fulfilled from available stock, Cardgamelife shall submit a separate proposal to the Buyer. The Buyer shall be entitled to reject such proposal without any obligation.
ARTICLE 4: PERFORMANCE OF THE AGREEMENT
4.1. Cardgamelife shall perform the Agreement to the best of its knowledge and ability and in accordance with the standards of good professional practice, based on the state of knowledge available at the relevant time.
4.2. If and insofar as proper performance of the Agreement requires it, Cardgamelife shall be entitled to have certain activities performed by third parties.
4.3. Agreements entered into with employees of Cardgamelife who do not possess authority to represent Cardgamelife shall not be binding upon Cardgamelife.
4.4. Under no circumstances shall Cardgamelife be liable for any damage, nor be obliged to pay any compensation, where such damage results from incorrect and/or incomplete information provided by the Buyer.
4.5. The Buyer shall indemnify and hold harmless Cardgamelife against all claims by third parties who suffer damage in connection with the performance of the Agreement. This indemnity shall not apply insofar as the damage results from an attributable failure by Cardgamelife.
ARTICLE 5: DELIVERY
5.1. Cardgamelife is responsible for standard delivery of the goods to the Buyer. Any customized delivery options, express or expedited shipping, special handling, insurance, or other additional services requested by or on behalf of the Buyer shall be arranged at the Buyer's sole expense and charged separately.
5.2. The Buyer is obliged to take delivery of the goods once Cardgamelife has confirmed the order in writing, including by electronic means.
5.3. If the Buyer refuses to take delivery or fails to provide information or instructions necessary for delivery, Cardgamelife shall be entitled to store the goods at the Buyer’s risk and expense.
5.4. Standard delivery costs are included in the price as set out in Article 5.1. Customized delivery options and any additional costs (including but not limited to express delivery, special handling, or delivery outside standard service areas) shall be charged separately to the Buyer.
5.5. Cardgamelife shall be entitled to make partial deliveries unless otherwise agreed.
5.6. Cardgamelife shall be entitled to invoice separately for each partial delivery.
5.7. Any delivery period displayed on the Cardgamelife website or otherwise specified by Cardgamelife is indicative only and represents the estimated transit time from the moment Cardgamelife has dispatched the products. Exceeding such period shall not place Cardgamelife in default.
ARTICLE 6: SAMPLES AND MODELS
6.1. If a sample or model has been shown or provided to the Buyer, it shall be presumed to have been provided solely for indicative purposes, without any obligation for the goods to conform thereto, unless the Agreement expressly provides otherwise.
ARTICLE 7: INSPECTION AND COMPLAINTS
7.1. The Buyer shall inspect, or arrange for the inspection of, the delivered goods immediately upon delivery and, in any event, within three (3) working days thereafter. The Buyer shall verify whether the quality and quantity of the goods correspond with the Agreement or otherwise meet the standards generally accepted in normal commercial practice. If the Buyer fails to notify Cardgamelife of any non-conformity in writing within this three (3) working day period, it shall be rebuttably presumed that the goods have been delivered in conformity with the Agreement. The burden of proof that the goods were not delivered in conformity shall rest entirely with the Buyer.
7.2. Any visible defects must be reported to Cardgamelife in writing within three (3) working days after delivery. Hidden defects must be reported within five working days of discovery and in any event no later than six months after delivery.
7.3. A timely complaint shall not release the Buyer from its obligation to accept and pay for the purchased goods. Defective goods may only be returned with Cardgamelife’s prior written consent and in accordance with Cardgamelife’s instructions, whereby the goods shall remain at the Buyer’s risk during return transport.
7.4. Failure to submit a complaint within the applicable time limits shall result in the forfeiture of all related claims.
ARTICLE 8: FEES, PRICE AND COSTS
8.1. Cardgamelife may pass on price increases if it can demonstrate that significant cost increases have occurred between the date of the quotation and the performance of the Agreement, including but not limited to changes in exchange rates, additional import duties, wages, raw materials, semi-finished products, or packaging materials. Such price adjustment shall not affect the Buyer’s obligation to accept delivery.
8.2. If delivery is made to a Buyer established outside the European Union, all applicable import duties, customs clearance costs, taxes, and other charges levied upon importation shall be borne exclusively by the Buyer. Cardgamelife shall not be liable for any delays or additional costs arising from customs procedures in the Buyer's country.
8.3. The Buyer is solely responsible for ensuring that the products ordered comply with all applicable laws and regulations in the country of destination, including but not limited to product safety requirements, CE-marking obligations, import licences, and labelling requirements. Cardgamelife accepts no liability for any failure to comply with such requirements in the Buyer's jurisdiction.
ARTICLE 9: PAYMENT
9.1. Unless otherwise agreed in writing, the Buyer shall pay in full in advance, using the payment method specified by Cardgamelife and in the invoiced currency. Cardgamelife shall not be obliged to proceed with delivery until full payment has been received. Objections to the invoice amount shall not suspend the payment obligation.
9.2. If the Buyer fails to pay within the agreed payment date, the Buyer shall be in default by operation of law, without any notice of default being required. The Buyer shall then owe interest at the rate of 2% per month on the outstanding amount, unless the statutory commercial interest rate is higher, in which case the statutory rate shall apply. Interest shall accrue from the date of default until full payment has been made. The Buyer shall also owe collection costs equal to 15% of the outstanding amount, with a minimum of EUR 250, without any prior demand being required. Any collection costs reasonably incurred by Cardgamelife in excess of the foregoing amount shall likewise be recoverable from the Buyer.
9.3. In the event of liquidation, bankruptcy, attachment, or suspension of payments of the Buyer, all claims of Cardgamelife against the Buyer shall become immediately due and payable.
9.4. Cardgamelife shall be entitled to apply payments made by the Buyer first towards costs, then towards accrued interest, and finally towards principal and current interest, irrespective of any instructions given by the Buyer.
9.5. Any reasonable legal and enforcement costs incurred shall also be borne by the Buyer.
9.6. Cardgamelife retains title to all delivered products until the Buyer has fulfilled all payment obligations towards Cardgamelife in full, including any outstanding invoices, interest, and costs. Until full payment has been received, the Buyer shall not be entitled to pledge, transfer ownership of, or otherwise encumber the products. In the event of default, Cardgamelife shall be entitled to reclaim the products without prior notice or judicial intervention.
ARTICLE 10: SUSPENSION AND TERMINATION
10.1. Cardgamelife shall be entitled to suspend performance of its obligations or terminate the Agreement if:
10.1.1. The Buyer fails to perform its obligations under the Agreement, or fails to do so in full;
10.1.2. Circumstances arising after conclusion of the Agreement give Cardgamelife good reason to fear that the Buyer will not fulfil its obligations. Where such fear only concerns partial or improper performance, suspension shall be permitted only insofar as justified by the anticipated breach;
10.1.3. The Buyer has been requested to provide security for the performance of its obligations and such security is not provided or is insufficient.
10.2. The Buyer shall not be entitled to terminate the Agreement, in whole or in part, nor suspend its obligations if the Buyer is already in default of its own obligations.
10.3. Upon termination, all claims of Cardgamelife shall become immediately due and payable. If Cardgamelife suspends performance, it shall retain all rights and remedies available under the Agreement and applicable law.
10.4. Cardgamelife always reserves the right to claim damages.
10.5. In addition to Article 10.1, Cardgamelife may suspend its obligations where performance is prevented by force majeure, including, without limitation, strikes, defective or late deliveries by suppliers, transport disruptions, fire, water damage, computer and/or power failures, accidents, and other circumstances beyond Cardgamelife’s reasonable control.
10.6. If a force majeure event as referred to in Article 10.5 continues for three months or longer, either party may terminate the relevant Agreement.
ARTICLE 11: RETURN OF GOODS MADE AVAILABLE
11.1. If Cardgamelife makes goods available to the Buyer for inspection or evaluation purposes, the Buyer shall return such goods within fourteen (14) days in their original condition, complete and free from defects. Failure to comply shall render the Buyer liable for all resulting costs.
11.2. If, following a written demand, the Buyer remains in default of its obligation referred to above, Cardgamelife shall be entitled to recover from the Buyer all resulting losses and costs, including replacement costs and/or, at Cardgamelife’s discretion, the customary sales price of the goods concerned.
ARTICLE 12: TRANSFER OF RISK AND LIABILITY
12.1. The risk of loss of or damage to the products forming the subject of the Agreement shall pass to the Buyer upon delivery (as referred to in Article 5.1) or, if earlier, when the goods come into the possession or control of the Buyer or a third party designated by the Buyer.
12.2. In the event of a timely complaint under Article 7, Cardgamelife shall be entitled, at its sole discretion, to: (i) provide replacement goods, (ii) repair the relevant goods, or (iii) credit the purchase price of the relevant goods to the Buyer. The Buyer shall have no other or further remedy against Cardgamelife.
12.3. To the extent that Cardgamelife is liable for claims beyond those referred to in Article 12.2, Cardgamelife’s liability shall in all cases be limited to the invoice value of the goods that caused, or are otherwise connected with, the damage.
12.4. Under no circumstances shall Cardgamelife be liable for indirect or consequential damages, including but not limited to loss of profit, costs, penalties, third-party claims, or other losses.
12.5. Cardgamelife does not warrant that the goods are free from intellectual property rights of third parties. In the event of a claim by a third party based on intellectual property rights in relation to the goods supplied, the Buyer shall promptly notify Cardgamelife in writing. Cardgamelife's liability for such claims shall be limited to the invoice value of the goods concerned. The Buyer shall indemnify Cardgamelife against any claims by third parties arising from the Buyer's own use, modification, or resale of the goods.
ARTICLE 13: GOVERNING LAW AND JURISDICTION
13.1. All Agreements shall be governed exclusively by Dutch law. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
13.2. All disputes arising out of or relating to quotations and agreements between Cardgamelife and the Buyer shall be submitted exclusively to the competent court in the place of establishment of Cardgamelife.
The most recently filed version, or the version applicable at the time the Agreement was concluded, shall always apply.
13.3. If any provision of these General Terms and Conditions is found to be void, voidable, or unenforceable, the remaining provisions shall remain in full force and effect. The parties shall replace the invalid provision with a valid provision that, to the extent possible, reflects the original intent.
13.4. These General Terms and Conditions, together with any individual agreement concluded between the parties, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior negotiations, representations, warranties, and understandings, whether oral or written.