INTERNATIONAL TERMS AND CONDITIONS
OF SLINGOMAMA – THE NETHERLANDS
shall mean the agreement between the Customer and SlingoMama for the sale, purchase and delivery of Products.
shall mean any natural person or business entity with whom SlingoMama and its employees deal in the course of its business, including representative(s), agent(s), successor(s) and including visitors of the SlingoMama website.
shall mean any substantive defect of a Product in violation of any written specification by SlingoMama, as a result of which the Product is not fit for its intended use, at SlingoMama’s sole discretion.
- Party or Parties:
shall mean SlingoMama and Customer, individually or collectively.
shall mean the SlingoMama products provided pursuant to the Agreement, including but not limited to woven wraps and carriers for ergonomic, safe, comfortable and stylish carrying of small children, such as babies and toddlers.
shall mean these International Terms and Conditions.
- These Terms apply to all offers of SlingoMama and exclusively govern the relationship between SlingoMama and Customers, and any Agreement or other agreements between SlingoMama and Customers, and any subsequent amendment to any agreement or the Agreement. The Customer is deemed to have agreed to this. These Terms shall be applicable even if SlingoMama uses third parties to deliver Products.
- No other Terms shall be binding upon SlingoMama unless accepted by it in writing. SlingoMama expressly rejects any general terms used by Customer. Customer may issue a purchase order for administrative purposes only. Additional or different terms contained in any such purchase order will be null and void and do not bind SlingoMama.
- SlingoMama reserves the right to amend these Terms at any time. New or amended general Terms shall be applicable upon thirty (30) days notice to Customer.
- In case of inconsistencies between the terms of an Agreement and those contained in these Terms, those in the Agreement shall control.
- If SlingoMama departs from these Terms in one or more Agreements with the Customer, that does not mean that such departure also applies to earlier or subsequent Agreements between SlingoMama and the Customer.
3. Offers, Products, Prices and Taxes
- All offers of SlingoMama are non-binding and may be revoked at any time, also if the offer states a term for acceptance, unless SlingoMama stated otherwise in writing. Any amendments made by SlingoMama in writing shall entail a new offer, automatically revoking the previous offer. Any amendments by Customer of a SlingoMama offer will be deemed a new offer by Customer, which SlingoMama may accept or reject in its sole discretion. Offers will only be deemed accepted by SlingoMama if it does so in writing.
- Customer hereby understands and accepts that all samples, colors, drawings, models, figures, dimensions, weights or any other specifications for Products are estimates only, although SlingoMama will use best efforts to ensure their accuracy. Small deviations, especially in color tones, cannot be deemed a Defect of the Product.
- Product configurations and prices are subject to change at any time, and SlingoMama shall at all times be entitled to modify price lists, brochures, printed matter, quotations and other documents.
- All prices are exclusive of, and Customer shall pay, all taxes, duties, levies or fees, or other similar charges imposed on SlingoMama or Customer by any taxing authority (other than taxes imposed on SlingoMama’s income), related to Customer’s order, unless Customer has provided SlingoMama with an appropriate resale or exemption certificate for the delivery location. In case of changes in law such that a tax is levied that is or becomes irrecoverable with a consequent increase to the costs to SlingoMama of delivering the Products, whereby and to such an extent SlingoMama is entitled to increase its prices accordingly and retro-actively. If the Customer is under a periodical payment obligation, SlingoMama has the right to adjust the applicable prices and rates subject to a notice period of at least three months. If the changed prices differ more than 15% from the prices originally agreed, the Customer has the right to dissolve the Agreement.
- The prices or fees quoted are in Euro’s , or in another currency if stated by SlingoMama in writing.
- All Agreements for the delivery of Products shall be treated as separate agreements.
- The prices of the Products to be delivered by SlingoMama stated in an offer or Agreement are based on delivery Ex Works Almere. This factually means exclusive of costs related to any transport from SlingoMama’s warehouse to the Customer’s address.
- The relevant documents and data in SlingoMama accounting records or systems serve as full evidence of the performances provided by SlingoMama and the amounts payable by the Customer for those performances, without prejudice to the Customer’s right to provide evidence to the contrary.
- Where payment is not made within the terms agreed upon by the parties, the Customer is automatically in default without any notice of default being required. The customer owes contractual interest at a rate of 1.5% a month, unless the statutory interest or commercial interest is higher, in which case that statutory interest or commercial interest applies with effect from the first day following expiration of the payment term referred to in this article; part of a month shall be considered a full month.
- All costs, both in and out of court, incurred by SlingoMama in enforcing its rights are payable by the Customer. Contrary to the relevant statutory regulations, the out-of-court costs are set at 15% of the amount in question, subject to a minimum of €200, excluding VAT. The Customer furthermore owes interest on the collection costs due.
- Payments made by Customer shall always be used first to meet all the interest and costs owed and subsequently for the settlement of claims under the Agreement which have remained outstanding for the longest period of time, even when Customer specifies that the payment relates to another claim.
- Customer shall not be entitled to refuse to discharge or to suspend the discharge of its payment obligations on account of an alleged Defect in the Products, or on any other account whatsoever.
- If SlingoMama believes that Customer’s financial position and/or payment performance justifies such action, SlingoMama has the right to demand that Customer immediately furnish security in a form to be determined by SlingoMama and/or make an advance payment. If Customer fails to furnish the desired security, SlingoMama has the right without prejudice to its other rights, to immediately suspend the further execution of the Agreement, and that which Customer owes to SlingoMama for whatever reason will become immediately due and payable.
- Customer shall be liable for any loss as a result of the Customer’s refusal to pay, such as amounts which SlingoMama incurs to collect payment, including without limitation, collection agency fees, reasonable attorneys’ fees and arbitration or court costs.
5. Orders, Shipping, and Delivery
- All orders are subject to Product availability and SlingoMama is entitled to make partial deliveries. Customer is aware that Products are shipped through third party carriers and that delivery times and dates are merely estimates. SLINGOMAMA CANNOT BE HELD LIABLE FOR ANY DAMAGES AS A RESULT OF DELAY IN DELIVERY OF PRODUCTS.
- Unless agreed in writing differently, delivery of Products shall be made Ex Works Almere, Netherlands, as this term is specified in the Incoterms 2010. Customer must accept delivery of Products during normal business hours, failing which all costs arising thereof (including storage charges and freight charges) shall be charged in conformity with SlingoMama’s rates or local charges.
6. Inspection, Acceptance of Products, Returns
- Claims in connection to shortages or errors in shipments, or obvious defects in Products, must be reported in writing to SlingoMama within three (3) business days of receipt of such shipment. If Customer fails to report timely, SlingoMama will have no obligation to correct such shortages or errors unless Customer bears all the expenses thereof.
- If the Products delivered are in conformity with the Agreement but prove to be unsuitable for the purpose for which the Customer wishes to use them, that is at the Customer’s risk and does not constitute breach on the part of SlingoMama.
- In the case of any alleged shortage or Defects, Customer shall allow SlingoMama to inspect the Products subject to the alleged defect.
- Notwithstanding the above, SlingoMama will have no obligation to replace or repair any Products if the Products have been, washed or chemically cleaned, handled, processed or stored improperly by the Customer, or if the Products have already been processed and or if the Customer has not fully met its obligations under these Terms.
- The risk of loss or damage of Products shall pass to Customer at the moment of delivery Ex Works, or when the Customer, or an agent or subcontractor acting on its behalf, has effectively assumed control of the Products, whichever is sooner, even if SlingoMama has not yet transferred ownership thereof. Any damage to the Products, or any loss related thereto, shall be for the account of the Customer.
- SlingoMama will use its best endeavors within 14 days after receiving a complaint to assess whether the complaint is valid.
- If a complaint is declared valid, by SlingoMama or otherwise, THE REMEDY FOR ALLEGEDLY DEFECTIVE PRODUCTS IS THE REPLACEMENT OF SUCH PRODUCTS OR PARTS OF SUCH PRODUCTS, AT NO COSTS FOR CUSTOMER, HOWEVER SHIPPING COSTS WILL BE FOR THE ACCOUNT OF CUSTOMER, UNLESS OTHERWISE AGREED UPON BY BOTH PARTIES. ALTERNATIVELY, CUSTOMER MAY CHOOSE TO RECEIVE A CREDIT UP THE PAID LIST PRICE OF THE DEFECTIVE PRODUCT(S) TOWARDS FUTURE PURCHASES. If a complaint is declared valid, the Customer is not entitled to any damages or compensation other than that referred to in the preceding sentence and does not have the right to cancel or terminate the Agreement.
- Customer may return products with a minimum value of €100 within seven (7) days of receipt after giving advance written notice to SlingoMama, if:
- it is in new condition, without Customer’s price tags, suitable for resale in its undamaged original packaging and with all its original parts and
- it has not been used, installed, modified, rebuilt, reconditioned, repaired, altered or damaged.
- cost of putting items in saleable condition;
- transportation charges, if not prepaid; and
- handling and restocking charges.
7. Intellectual Property Ownership and Right of Use
- All intellectual property rights, e.g., patents, copyrights, trademarks, designs, models, know-how and all proprietary and/or commercial rights and trade secret rights, tools, documentations, etc., in relation to the Products, are owned by SlingoMama or its licensor(s). No transfer or other grant of rights is given to Customer, unless explicitly stated in writing. This applies even if Products have been specifically designed, developed or complied for Customer.
- Unless otherwise agreed in writing, Customer may not make repairs or modifications to the Products, nor allow or enable any third parties to do so. Customer may not, nor may enable and/or allow third parties to copy, display or distribute any Products, without SlingoMama’s prior approval.
- Customer shall not be permitted to affix any other trademark to the Products, or to remove any copyright, trademark or other proprietary rights notices on same, or to use the relevant mark in any other way, or to register it in Customer’s own name.
- If a third party threatens to infringe any of the intellectual property rights of SlingoMama and Customer has knowledge of it, Customer is obliged to notify SlingoMama in writing immediately.
8. Confidential Information
- Confidential Information means
- the existence and terms of any agreement between the Parties and
- any non-public, confidential or proprietary information relating to a disclosing Party, including any that is designated by the disclosing Party as Confidential Information at the time of its disclosure, either by a written or visual confidentiality designation, or otherwise if such information would, under the circumstances, appear to a reasonable person to be confidential or proprietary.
- is in the public domain at the time of disclosure or becomes available thereafter to the public without restriction, and in either case not as a result of the act or omission of the receiving Party;
- is rightfully obtained by the receiving Party from a third party without restriction as to disclosure;
- is lawfully in the possession of the receiving Party at the time of disclosure by the disclosing Party and not otherwise subject to restriction on disclosure;
- is approved for disclosure by prior written authorization of the disclosing Party; or
- is developed independently and separately by either Party without use of the disclosing Party’s Confidential Information.
- Each Party agrees that it will safeguard the confidentiality of the Confidential Information supplied by the other Party and that it will observe the same due care with respect to such information as it would observe with respect to its own Confidential Information. The other Party shall not sell, copy and/or distribute in any way Confidential Information to third parties, without disclosing Party’s prior written consent, which consent may be granted or withheld in such Party’s sole and absolute discretion.
- Each Party agrees that it will restrict the circle of employees or third parties it retains who have access to the other Party’s Confidential Information as much as possible and provide such access only on a need to know basis and after binding such employees and third parties to the same level of confidentiality as set forth in these Terms.
- Immediately following the receipt of a written request to this effect by the disclosing Party the receiving Party will return any and all Confidential Information received from the disclosing Party or destroy such Confidential Information, if the disclosing Party so requests.
9. Cancellation, Termination and Suspension of Performance
- Customer may cancel any order at no costs until notice of shipment of the Products have been sent.
- If Customer believes that SlingoMama has failed to perform under the Agreement, it must notify SlingoMama in writing and allow two (2) weeks for SlingoMama to cure if it has failed to perform.
- If Customer fails to make payment of any amount due on the due date or Customer otherwise fails to perform its obligations under the Agreement or these Terms, or if SlingoMama reasonably expects that Customer will not fulfill its obligations, SlingoMama may in its sole and absolute discretion suspend performance under its Agreement with Customer and/or terminate the Agreement (in whole or part), with immediate effect, without being liable for any damages to Customer.
- Notwithstanding the above and without any obligation to return any prepaid sums, SlingoMama may terminate its relationship with Customer, or may terminate or suspend SlingoMama’s delivery of Products at any time:
- if Customer is in breach of these Terms and/or the Agreement;
- if SlingoMama reasonably suspects that Customer is using Products to breach the law or infringe third party rights;
- if SlingoMama reasonably suspects that Customer is trying to unfairly exploit or misuse the complaint policy, or any of SlingoMama’s policies;
- if SlingoMama reasonably suspects that Customer is using Products fraudulently, or that Products provided to Customer are being used by a third party fraudulently;
- for a force majeure event that continues for more than ten (10) days upon notice;
- if Customer fails to pay any amounts due to SlingoMama;
- if required due to change in laws/regulation by a regulator or authority with a lawful mandate, or by any of SlingoMama’s partners;
- in respect to a particular SlingoMama Product, upon thirty (30) days’ notice if SlingoMama decides to cease offering that Product;
- the bankruptcy of the Customer has been applied for;
- an attachment is levied on the goods of Customer;
- Customer is liquidated or discontinued; and/or
- Customer is in violation of any applicable laws or regulations.
- Upon suspension and/or termination, all invoiced sums will become immediately due and payable. In the event of suspension of performance by SlingoMama, SlingoMama may at its sole discretion resell any Products ordered by Customer, at a public or private sale without notice to Customer and without affecting SlingoMama’s rights to hold the Customer liable for any loss or damage caused by breach of contract by Customer.
- If the Customer is to blame for termination on the grounds of Article 14.1, SlingoMama is entitled to reimbursement of the loss, including the costs, consequently incurred by it.
- Statements made by or on behalf of that regarding the quality, composition, applications, properties in the broadest sense etc. of the Products delivered are regarded as warranties only if expressly confirmed in writing by that in the form of a warranty.
- SlingoMama warrants its Products against errors and defects in materials and workmanship for one (1) year from the date of sale by Customer to the end-user/end-customer, or for two (2) years from the date of delivery to Customer, whichever comes first. During the aforementioned warranty period SlingoMama will use its best efforts to repair any Defects as may be found during such period. However, any such problems or malfunctioning encountered in the use of the Products, as arise out of user errors or inexpert use on the part of Customer or third party users, and any problems involving any such Defects as could have been brought to light in the context of the initial inspection as set forth in Section 6.1, or out of any other causes that are not attributable to SlingoMama, shall be for Customer’s risk and account.
- Any Products not manufactured by or on behalf of SlingoMama, and/or supplied by third parties, but delivered by SlingoMama to Customer, is only covered by the warranty provided by the manufacturer and/or supplier, if any, and is not covered by the SlingoMama warranty set forth in Section 10.1.
- THE REMEDY FOR ALLEGEDLY DEFECTIVE PRODUCTS HEREUNDER, IS THE REPLACEMENT OF SUCH PRODUCTS OR PARTS OF SUCH PRODUCTS, AT NO COSTS FOR CUSTOMER, HOWEVER SHIPPING COSTS WILL BE FOR THE ACCOUNT OF CUSTOMER, UNLESS OTHERWISE AGREED UPON BY BOTH PARTIES. ALTERNATIVELY, CUSTOMER MAY CHOOSE TO RECEIVE A CREDIT UP THE PAID LIST PRICE OF THE DEFECTIVE PRODUCT(S) TOWARDS FUTURE PURCHASES.
- The warranties hereunder do not cover faults or damages arising from washing or dry cleaning, faulty, careless, or improper treatment, improper storage, unauthorized use or misuse of Products, and improper or defective environmental circumstances, or a failure caused by a product for which SlingoMama is not responsible.
- TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SLINGOMAMA, ITS LICENSORS, THIRD PARTY SUPPLIERS, AND AFFILIATES HEREBY DISCLAIM ALL WARRANTIES, CONDITIONS, CLAIMS OR REPRESENTATIONS WITH RESPECT TO THE SLINGOMAMA PRODUCTS, WHETHER EXPRESS, IMPLIED OR STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, QUALITY, NON-INFRINGEMENT, COMPATIBILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SLINGOMAMA OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THESE TERMS.
11. Liability, Limitation of Damages and Indemnification
- If it is established in court or otherwise that SlingoMama may be liable towards the Customer for loss incurred in regard of the Agreement, on the grounds of a wrongful act or on any other ground, that total liability, including any payment obligation based on Sections 6:230 and/or 6:271 of the Dutch Civil Code, is in any event limited by the following provisions:
- SlingoMama is in no event liable for any loss incurred because SlingoMama based its actions on incorrect information/files provided by the Customer;
- SlingoMama is in no event liable for any loss of profit, lost income, lost turnover, lost savings, or loss caused by business interruption or other interruption;
- SlingoMama’s liability, including any payment obligation on the grounds of Sections 6:230 and/or 6:271 of the Dutch Civil Code towards the Customer is in any event limited to the amount paid in the case in question by SlingoMama’s liability insurance;
- if for any reason whatsoever SlingoMama’s liability insurance does not make payment, SlingoMama’s liability, including any payment obligation on the grounds of Section 6:230 and/or Section 6:271 of the Dutch Civil Code is limited to:
- the net amount of the invoice for the Products to which the harmful event relates or, if several invoices relate to the harmful event, the net amount of the last of that series of invoices that SlingoMama sent to the Customer before the date of the harmful event; or
- if the harmful event is not related to the delivery of Products or if no invoice has been sent in that regard, the net amount of the most recent invoice that SlingoMama sent to the Customer before the date of the harmful event; an
- the maximum total liability – despite the number of harmful events - will in no event exceed € 5.000,-
- These limitations do not apply in the event of intent or gross recklessness on the part of SlingoMama and/or managing directors of SlingoMama.
- THE LIMITATIONS ON SLINGOMAMA’S LIABILITY ABOVE SHALL APPLY WHETHER OR NOT SLINGOMAMA, ITS EMPLOYEES, LICENSORS OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES ARISING.
- Any loss for which SlingoMama can be held liable must be reported to SlingoMama as soon as possible but no later than 15 days after the loss occurs, on pain of forfeiture of the right to claim damages. This term does not apply if the customer can prove that the loss could not be reported earlier for a valid reason.
- Any liability claim against SlingoMama lapses 12 months after the customer became or could reasonably have become aware of the harmful event.
- The Customer is liable for any and all damage, loss, costs and expenses incurred by SlingoMama, the companies affiliated with it or third parties as a result of or related to any breach in the performance of an Agreement by the Customer, irrespective of whether the loss was caused by the Customer, its employees, any other natural person or legal entity, or any goods for which the Customer is liable by law.
- The Customer fully indemnifies SlingoMama and its affiliated companies and hold them harmless from and against all third-party claims regarding damage, loss, costs and expenses of third parties arising from or related to any breach in the performance of an Agreement by the Customer or other third parties as a result of a claim filed, proceedings instituted or imminent proceedings, including but expressly not limited to claims within the meaning of Section 6:185 in conjunction with Section 190 of the Dutch Civil Code, and the deductible referred to in those Sections, as well as claims based on infringement of any intellectual property rights related to Products delivered.
- If SlingoMama is held liable on that ground by third parties, the Customer must assist SlingoMama both in and out of court and must immediately do any and all things that may be expected of it in that case.
- The Customer must always make every effort to limit the loss.
- If the Customer fails to take adequate measures, SlingoMama has the right, without any notice of default, to do so itself. All resulting costs and loss on the part of SlingoMama and third parties are entirely for the Customer’s account and risk.
13. Retention of title
- Title to the Products that SlingoMama delivers to the Customer does not pass to the Customer until the Customer has paid all current or future amounts payable to SlingoMama on the grounds of all the Agreements with the Customer and all the Products delivered in that regard, within the limits of Section 3:92 of the Dutch Civil Code.
- SlingoMama does not lose its title or reserved title if and/or because the Customer processes or treats the Products received from SlingoMama. In that case the Customer automatically holds the Products on behalf of SlingoMama.
- The Customer must
- insure the Products delivered but not or not yet paid for or paid for in full;
- at SlingoMama’s request immediately transfer to SlingoMama by means of assignment all rights of action that the Customer may have against third parties with regard to the Products delivered by SlingoMama;
- inform third parties that the Products that SlingoMama has delivered to the Customer have been delivered by SlingoMama to the Customer subject to retention of title if the Customer has not or not yet paid for all or part of those Products.
- If the Customer fails to perform its obligations or if there is valid reason to fear that it will not perform its obligations, SlingoMama has the right to remove or cause the removal of the Products delivered that are subject to the retention of title referred to in paragraph 1 at the Customer or at third parties that are holding those Products for the Customer. The Customer is required to fully cooperate on pain of a penalty payable immediately of 10% per day or part of a day on which the Customer fails to perform this obligation of all the amounts that the Customer owes SlingoMama, without prejudice to SlingoMama’s right to demand performance of the obligations referred to in the preceding sentence and/or damages.
- The market value of the Products taken back on the date on which they are taken back on the grounds of this Article will be credited to the Customer.
- Moreover, the Customer delivers all Products subject to an undisclosed pledge on the Products for SlingoMama’s benefit. After the retention of title lapses, title to the Products is therefore transferred to the Customer subject to an undisclosed pledge for the benefit of SlingoMama. Those rights of pledge serve as additional security for the payment of any and all claims that SlingoMama has or acquires against the Customer on any ground whatsoever. At SlingoMama’s first request the Customer will sign a deed of pledge and will register that deed with the tax authorities.
14. Product recall
- In urgent cases, in any event including a case in which the Products delivered or to be delivered do not meet the statutory requirements, whereby SlingoMama will assess whether or not a case is urgent, the Customer is required at SlingoMama’s first request to return the Products already delivered to SlingoMama and, if the Customer has already delivered the Products to third parties, to recall them from the third parties in question. If SlingoMama performs a product recall as described above, the Customer must take all the measures in that regard that SlingoMama considers necessary and must comply with all the instructions given by SlingoMama regarding the products recall. The Customer in its turn must also take measures to limit the loss to the extent possible and must use its best endeavors in that regard. If SlingoMama decides to perform a product recall, it is required only to either replace the Product or to send the Customer a credit note for the Product recalled. In the event of a product recall SlingoMama is not liable for any loss incurred by the Customer.
- Customer shall maintain sufficient insurance policies in connection to possible claims relating to the Products sold by Customer.
- If any provision of these Terms, the Agreement or any other agreement between the Parties, is held to be null, void or otherwise ineffective or invalid by a court of competent jurisdiction,
- such provision shall be deemed to be restated to reflect as nearly as possible the original meaning of the terms or agreement in accordance with applicable law, and
- the remaining terms, provisions, covenants and restrictions shall remain in full force and effect.
17. Force Majeure
- SlingoMama will not be liable for any delay in performing or failure to perform any of its obligations under these Terms or the Agreement caused by events beyond its reasonable control. SlingoMama will notify Customer promptly in writing of the reasons for the delay or stoppage (and the likely duration) and will take all reasonable steps to overcome the delay or stoppage.
- Customer is not permitted to assign, delegate or otherwise transfer the Agreement or any rights hereunder. Any such attempted assignment, delegation or transfer will be null and void. SlingoMama is permitted at its sole discretion to assign the Agreement or any rights or obligations hereunder to any third party, without giving prior notice.
19. Entire Agreement
- The Agreement and these Terms contain the entire agreement between SlingoMama and Customer regarding Customer’s purchase of the Products, and supersedes and replaces any previous communications, representations or agreements, or Customer’s additional or inconsistent terms, whether oral or written.
20. No Waiver
- The failure to exercise, or delay in exercising, a right, power or remedy provided by the Agreement or these Terms or by law shall not constitute a waiver of that right, power or remedy. If SlingoMama waives a breach of any provision of these Terms or the Agreement, this shall not operate as a waiver of a subsequent breach or that provision or as a waiver of a breach of any other provision.
21. No Beneficiaries
- Any agreement between the Parties is for the sole benefit of the Parties thereto and, except as otherwise contemplated therein, nothing therein expressed or implied shall give or be construed to give any person, other than the Parties thereto, any legal or equitable rights thereunder.
22. No Partnership
- Nothing contained in any agreement between the Parties shall be read or construed so as to constitute the relationship of principal and agent or of partnership between the Parties. Neither of the Parties may pledge or purport to pledge the credit of the other Party or make or purport to make any representations, warranties, or undertakings for the other Party.
23. Injunctive Relief
- Customer acknowledges that SlingoMama shall suffer irreparable injury in case of breach of the obligations under Articles 7 and 8.Accordingly, in the event of such breach, Customer acknowledges that SlingoMama will be entitled to injunctive relief in any state or federal court of competent jurisdiction within the State of New York and in the state or jurisdiction in which Customer is located. Customer further submits to the personal jurisdiction of such courts for the purposes of any such action.
24. Governing Law and Arbitration
- Unless stated otherwise in writing, any and all agreements between the Parties shall be governed by and construed in accordance with Dutch law, also if all or part of an obligation is performed abroad or if the party involved in the legal relationship is domiciled there and without giving effect to the United Nations Convention on the Contracts for the International Sale of Goods.
- Any disputes arising in relation to an Agreement (including disputes regarding the existence and validity of an Agreement) will be settled exclusively by the competent court in the district of Noord-Holland, the Netherlands, Haarlem location, unless mandatory rules of law provide otherwise. SlingoMama nevertheless has the right to present the dispute to the court that has jurisdiction by law.
- ANY CAUSE OF ACTION AGAINST SLINGOMAMA, REGARDLESS WHETHER IN CONTRACT, TORT OR OTHERWISE, MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.