Terms and Conditions
General Terms and Conditions of Sale and Delivery for distributors and resellers Little Dutch
Article 1. Definitions
1.1. In these General Terms and Conditions, the following capitalised terms have the following meaning, unless explicitly indicated otherwise or apparent from the context:
a. Little Dutch: the user of these General Terms and Conditions: Little Dutch Trading B.V. has its registered office at Industrieweg 74 (2651 BD) in Berkel en Rodenrijs, the Netherlands, and is registered with the Dutch Chamber of Commerce under number 75249618.
b. Customer: the legal entity that instructs and/or requests Little Dutch to deliver a performance of any kind whatsoever, or with which Little Dutch enters into an Agreement as defined below or with which Little Dutch is discussing or negotiating conclusion of an Agreement.
c. Agreement: every Agreement concluded between Little Dutch and the Customer, every amendment and/or supplement thereto, as well as all juristic and other acts in preparation and performance of such an Agreement.
d. Product: the product delivered or made available by Little Dutch to the Customer in performance of an Agreement.
e. Website: the collection of pages that can be accessed through the internet via domain names that have been or will be registered in the name of Little Dutch and/or domain names that Little Dutch uses pursuant to a license already granted or yet to be granted from the owner of those domain names;
f. Personal Data: any information relating to an identified or identifiable natural person.
g. Processing: any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
h. Data Subject: identified or identifiable natural person to whom the processed Personal Data relate.
i. Data Breach: a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or unauthorised access to, Personal Data transmitted, stored or otherwise processed.
j. Supervisory Authority: an independent government authority responsible for supervising compliance with the law on Processing of Personal Data. In the Netherlands, this is the Data Protection Authority.
Article 2. General
2.1. Except in so far as expressly agreed otherwise in writing by the Parties, these General Terms and Conditions apply to all Agreements and to all actions, performances, offers and other juristic acts between Little Dutch and the Customer.
2.2. Little Dutch reserves the right to amend or supplement these General Terms and Conditions and the content of its Website. Unilateral amendment by Little Dutch of these General Terms and Conditions will apply to all Agreements, acts, performances, offers and other juristic acts between Little Dutch and the Customer one months after written notice thereof.
2.3. Any provisions deviating from these General Terms and Conditions will only be valid if and in so far as parties have explicitly agreed them in writing or by email.
2.4. The applicability of the Customer's purchasing or other general terms and conditions are explicitly rejected.
2.5. If these General Terms and Conditions are nevertheless set aside by the Customer, by declaring their own general terms and conditions applicable, only those clauses in said general terms and conditions will apply that do not conflict with these General Terms and Conditions. In case of doubt as to whether such conflict exists, these General Terms and Conditions will take precedence.
2.6. In case of conflict between the Agreement and the General Terms and Conditions, the provisions of the Agreement will prevail.
2.7. If any provision of these General Terms and Conditions is invalid or is nullified at any time, the other provisions of these Terms and Conditions will remain in full force. Little Dutch will then replace the invalid or nullified provisions, taking into account to the extent possible the purpose and purport of the original provisions.
2.8. Additions, amendments, further agreements or arrangements, and stipulations deviating from the Agreement or the General Terms and Conditions under which Little Dutch enters into obligations are not considered agreed between the parties as long as they have not been confirmed in writing by Little Dutch and, moreover, only apply to the General Terms and Conditions/Agreement for which the deviating stipulations are made.
2.9. If Little Dutch does not always require strict compliance with these General Terms and Conditions, this does not mean that its stipulations do not apply or that Little Dutch would in any measure lose its rights to demand strict compliance with the stipulations in these General Terms and Conditions in other cases.
2.10. The General Terms and Conditions also apply to other Agreements, including follow-up or ancillary Agreements to which the Customer and Little Dutch or their legal successors are a party.
2.11. Little Dutch is at all times free to sell and deliver to consumers through the Website. Likewise, Little Dutch is free to sell its old collections through third parties (flash sales).
Article 3. Offers and proposals
3.1. All offers made and/or proposals issued by Little Dutch, including quotations, brochures and price lists, are entirely without obligation, unless explicitly indicated otherwise in the offer.
3.2. Little Dutch is not bound to its offer if there are printing, typesetting or programming errors in its catalogues, email messages, on the Website, in proposals or in the Agreement.
3.3. Offers and/or proposals do not automatically apply to future Agreements.
3.4. Little Dutch is at all times entitled to stipulate that certain Products will only be delivered in certain minimum quantities.
3.5. All pictures, dimensions, colours, etc. of the Products included in proposals, brochures and/or on the Website are approximate only and cannot be a reason for compensation and/or dissolution of the Agreement.
3.6. Little Dutch is entitled to withdraw its offer regarding certain Products from the Little Dutch product range or one or more lines of Products from the Little Dutch product range within five days after ordering by the Customer and therefore not to deliver these certain Products to the Customer if there is a possible exclusivity of those Products. This applies to regular orders.
Article 4. Formation of the Agreement
4.1. An Agreement is only formed after acceptance by the Customer of the offer of Little Dutch by telephone, email or via the Website or after the explicit written acceptance by Little Dutch of an order made by the Customer or by full or partial performance of the Agreement.
4.2. Acceptance of the offer and/or proposal by the Customer concerns the entire offer or proposal as such.
4.3. If acceptance deviates (in matters of detail) from the special offer included in the offer or proposal, Little Dutch is not bound by this. In that case, the Agreement will not be established in accordance with this deviating acceptance, unless Little Dutch specifies otherwise.
4.4. Little Dutch is not obliged to abide by its offer and/or proposal or a part thereof if the Customer should have understood that the offer and/or proposal or a part thereof contained an apparent error or mistake.
Article 5. Prices and payments
5.1. Little Dutch is entitled to pass on price increases to the Customer if significant price changes have occurred between the time of the offer or proposal and the performance of the Agreement (for example with regard to exchange rates, wages, semi-finished products, packaging materials etc.). The prices of the Products are listed in Euros (excluding VAT, shipping and processing costs). If invoicing nevertheless takes place in a different currency and a price change has occurred between the time of conclusion of the Agreement and delivery of the Products, Little Dutch will be entitled to revise the original price.
5.2. Except in so far as expressly stated otherwise in writing, the amounts owed by the Customer must be paid within 14 (in words: fourteen) days after the invoice date stated on the invoice, without right to discount, set-off or suspension. The amount must be paid into the account number stated on the invoice, in the name of Little Dutch, stating the invoice and debtor numbers.
5.3. Any objections against invoices, specifications, descriptions and prices must be reported to Little Dutch in writing (i.e. by post or by email to email@example.com) within 5 (in words: five) days after the invoice date, failing which the invoices, specifications, descriptions and prices will be regarded as established information between the parties. Any objections made known to Little Dutch by the Customer in a timely manner do not suspend the Customer's payment obligation.
5.4. If the Customer fails to pay on time or in full, the Customer will be in default without prior notice of default. At such time, the Customer will owe the statutory commercial interest from the due date of the invoice until the moment of payment in full. All judicial and extrajudicial collection costs incurred by Little Dutch to collect the claim from the Customer will be for the Customer’s account. The extrajudicial collection costs will be set at 15% of the principal sum, with a minimum of €250.
5.5. In the event of liquidation, bankruptcy, attachment or a suspension of payments of the Customer, Little Dutch’s claims will be immediately due and payable.
5.6. In the event that the Customer’s default as referred to in paragraph 4 of this article has commenced, Little Dutch has the right to collect the goods delivered to the Customer from the Customer and put them into safekeeping until the Customer clears the default by payment of what is owed to Little Dutch, or until Little Dutch invokes the retention of title due to it under Article 15 of these General Terms and Conditions towards the Customer.
5.7. Irrespective of the description given by the Customer when paying the Customer, each payment by the Customer firstly serve to pay the interest owed, secondly to pay the costs related to the collections and thirdly to settle due invoices which are open the longest.
5.8. Little Dutch is at all times entitled to request full or partial payment in advance and/or to obtain any other form of security for payment of its choice in the form of a bank or group guarantee.
Article 6. Customer’s obligations
6.1. The Customer ensures that all information which Little Dutch indicates to be necessary or which should reasonably be understood by the Customer as being necessary for implementing the Agreement is provided to Little Dutch in a timely manner.
6.2. Only the Customer is responsible for compliance with all legal and otherwise applicable regulations in the country where the Customer has its registered office in connection with the possession, storage, use and transport of the Products, in any way whatsoever.
Article 7. Cancellation of the order
7.1. Cancellation costs may be charged if an order is cancelled by the Customer. These cancellation costs amount to 10% of the order amount of the cancelled order.
7.2. If the Customer cancels the order after Little Dutch has dispatched the Products, Article 13 of these General Terms and Conditions applies.
Article 8. Delivery and costs of delivery
8.1. Customers order their order via Little Dutch's B2B webshop. For deliveries by Little Dutch to Customers within the Netherlands, Belgium, Germany, Austria and Luxembourg, Franco home delivery is provided for orders above €150. For orders below this amount, shipping and handling costs will be charged.
8.2. The Customer itself is responsible for all import duties, customs formalities and taxes related to a Product or Products that do not have to be delivered in the Netherlands.
8.3. The Customer is obliged to take delivery of the goods at the moment that Little Dutch delivers them or has them delivered to it, or at the moment when they are made available to it in accordance with the Agreement.
8.4. In the event that the Customer refuses or fails to provide information or instructions that are required for delivery, Little Dutch is entitled to place the goods into storage at the Customer’s expense and risk.
8.5. Little Dutch is entitled to deliver the goods in parts, unless this has been deviated from in the Agreement or if partial delivery does not have an independent value.
8.6. Delivery by Little Dutch is made exclusively to the Customer’s delivery address. Little Dutch therefore does not deliver Products to the address of the Customer’s buyer. In other words: the Customer cannot use dropshipping.
Article 9. Delivery term
9.1. Little Dutch aims to offer the Products in stock to the transport company for transport within 1 (in words: one) week after receipt of the order. Article 10 of these General Terms and Conditions applies to Products that are not in stock.
9.2. A delivery term stated cannot be considered a deadline and is, therefore, only indicative. If a term is exceeded, Little Dutch will only be in default after the Customer has given Little Dutch written notice of default and granted Little Dutch a reasonable period to fulfil its obligations towards the Customer.
9.3. If a stated delivery period is exceeded as a result of an event that is in fact beyond the control of Little Dutch and cannot be attributed to its acts or omissions, as described in Article 122 of these General Terms and Conditions, this period will automatically be extended by the period by which it was exceeded as a result of such an event.
9.4. If, through the actions of Little Dutch, the order cannot be offered in whole or in part to the transport company within 1 (in words: one) week after receipt of the order, the Customer will be notified of this within 1 (in words: one) week.
9.5. Exceeding the specified delivery term never results in entitlement to compensation.
Article 10. Backorders
10.1. Little Dutch always keeps Products ordered by the Customer that are not in stock in backorder, unless indicated otherwise by the Customer.
10.2. Little Dutch invoices any backorders as soon as the Products in question have been shipped.
10.3. Sending backorders does not result in any costs for the Customer.
Article 11. Brochures / product information catalogue
11.1. The Customer can order promotional materials from Little Dutch, such as brochures and catalogues. This promotional material will be sent along with the next order delivered to the Customer.
11.2. If the promotional material is sent along with the order, no additional shipping cost will be charged. If the promotional material cannot be delivered with the order, the shipping costs for sending the promotional material will be charged to the Customer in full.
Article 12. Force majeure
12.1. Little Dutch is not required to perform any obligation towards the Customer if it is impeded in this due to a circumstance not attributable to a fault of Little Dutch and not otherwise attributable to it according to the law, a juristic act or generally accepted opinion. The Customer cannot hold Little Dutch liable in the event of force majeure.
12.2. In these General Terms and Conditions, force majeure at any rate includes, in addition to what it is understood to mean in the law and case law: all external causes, foreseen or unforeseen, over which Little Dutch has no control, including obstructions by third parties, including government authorities; transport obstructions; theft; weather influences; full or partial strikes; riots, wars or threats of war and epidemics and/or pandemics (including but not limited to the COVID19 virus) and all related measures taken by the government, both in the Netherlands and in the countries of origin of the Products; loss of or damage to Products due to their transport; non-delivery or late delivery to Little Dutch by its suppliers; export and import bans; fires, malfunctions and accidents in Little Dutch's business or that of its supplier; burning of means of transport of Little Dutch or the transport company engaged by it, disruptions in the same, involvement in accidents of the same; imposition of levies or implementation of measures by the authorities that result in changes in factual circumstances.
Article 13. Exchange and returns policy
13.1. If a Product does not meet the expectations, the Product can only be exchanged or returned after the prior written approval of Little Dutch.
13.2. If the Customer wishes to exchange or return a Product, the Customer must inform Little Dutch within a period of 7 (in words: seven) days after the delivery by or on behalf of Little Dutch to the Customer, by sending the completed form for exchanging and/or returning Products to the email address: firstname.lastname@example.org.
13.3. After Little Dutch has agreed in writing to the exchange/return, the Customer must send a document to email@example.com stating the articles, article codes and quantities.
13.4. Within 3 (in words: three) working days after the Customer has sent the email referred to in 13.2 and 13.3, the Customer must return the Products in question to the address:
Little Dutch Trading B.V.
2641 KG Pijnacker, the Netherlands
13.5. The shipping costs of the returned goods will be borne by the Customer. Any return shipments without sufficient postage or without any postage will not be accepted or credited.
13.6. The returned Products must be in their original condition. This means: not damaged, with label attached, in the original packaging and without any price label or sticker affixed to the packaging by the Customer. Little Dutch reserves the right to credit only part of the amount if it suspects that the Products have already been used or have become damaged after receipt.
13.7. If the Customer exchanges or returns a Product, Little Dutch will charge the Customer 20% of the price agreed for the exchanged or returned Product, unless the Product/Products are exchanged or returned after a justified and timely complaint by the Customer. If the Product/Products is/are exchanged or returned by the Customer after a justified and timely complaint by the Customer, the Customer will, after receipt by Little Dutch of the Product/Products concerned, receive a credit invoice equal to the (purchase) prices of the Product/Products exchanged or returned.
Article 14. Product recall
14.1. The Customer must immediately inform Little Dutch if a product recall or sale stop is imposed by the government or if the Customer receives justified safety complaints.
14.2. If a product recall is imposed on the Parties or one of the Parties by the government, or if a product recall is deemed desirable by Little Dutch, the Customer must punctually, fully and immediately cooperate in accordance with the instructions, directions and orders from the relevant government authority or Little Dutch. The Customer must have an adequate procedure in place to be able to promptly and fully comply with all obligations mentioned in this article.
14.3. Without the prior written consent from Little Dutch, the Customer will not receive reimbursement of the costs incurred by the Customer in connection with a product recall.
Article 15. Retention of title
15.1. The title to Products delivered by Little Dutch to the Customer will not pass to the Customer until it has paid Little Dutch everything it owes Little Dutch with regard to the delivery of those Products (including not only the purchase price with any surcharges, increases and compensation owed pursuant to these General Terms and Conditions, but also any interest and costs). The retention of title contained herein also extends to new goods made with the above-mentioned goods.
15.2. As long as the Customer has not paid Little Dutch everything it owes Little Dutch, the Customer will not – outside its normal business operations - be authorised to dispose of or encumber the Products purchased under retention of title, to give actual control over these goods in whole or in part to one or more third parties, or to enter into a juristic act that requires transfer of actual control over the Products purchased in whole or in part to one or more third parties.
15.3. Little Dutch is entitled to transfer the title and the related rights to one or more third parties, to which the same rights and obligations then apply. However, whether the ownership of the Products delivered by Little Dutch under retention of title will fully transfer to the Customer remains dependent on whether the Customer has fully complied with the obligations towards Little Dutch, at least its legal successor under general or - in case of assignment - special title.
15.4. The Customer is required (i) to keep and/or make Products that are subject to a retention of title by Little Dutch identifiable, and (ii) to separate them from each other and from other goods held by the Customer, and (iii) to insure them properly against the usual risks, and (iv) to pledge all claims of the Customer against insurers with regard to the goods delivered subject to retention of title to Little Dutch at the first request of Little Dutch in accordance with Section 3:239 of the Dutch Civil Code.
15.5. Customer is not permitted to make changes to Products subject to retention of title by Little Dutch.
15.6. In the event of non-fulfilment and/or shortcoming in the fulfilment by the Customer of its payment or other obligations towards Little Dutch, Little Dutch is entitled, without any form of notice of default or legal intervention being required, to take back the Products that are still the Property of Little Dutch subject to the retention of title or in any other way. The Customer is held to show Little Dutch the location where the Products are kept and grants Little Dutch permission, now for then, to access or instruct a third party to access the relevant sites to take back the Products.
Article 16. Organisation of the distribution chain
16.1. It is very important for Little Dutch to properly monitor and control the "Little Dutch" brand. The safety of consumers, adherence to the values of the brand and protection of the brand image "Little Dutch" contribute to its national and international recognition. To protect all of this, Little Dutch is required to exclude certain sales channels.
16.2. Except with the prior written consent of Little Dutch, the Customer is not allowed to sell or promote Products outside the specified own website/web shop (URL), via a third-party website that bears the name or logo of a third party, such as market places ( including, for example: Marktplaats, V&D, Kleertjes.com, eBay, Bol.com, Fruugo, Amazon, etc.) and social media (Facebook, Instagram, etc.). Except with the prior written consent of Little Dutch, the Customer is therefore not allowed to enter into cooperation with third parties if that cooperation is aimed at operation of that website and is recognisable as such to the public.
16.3. Except with the prior written consent of Little Dutch, the Customer is not allowed to appoint sub-distributors or commercial or other agents for the sale of Products.
16.4. With a view to maintaining Little Dutch’s brand image, the Customer is not allowed to offer the Products for sale or sell and/or supply them without the prior written consent of Little Dutch:
- To resellers, including online providers, who distinguish themselves by or pride themselves on price competition, such as -– but not exclusively – discount channels or to street or market vendors.
- To market places (Amazon, eBay, etc.).
- To social media channels, with the exception of its own web shop and the Instagram/Facebook account of the Customer.
- To third parties that use their distribution and/or sales channels for promotion and/or tying purposes, tie-in sales, premiums, free items or similar trading methods.
- In such a (different) way that it impairs or may impair Little Dutch’s brand image.
16.5. The Customer must sell via shops and web shops fitted out with due observance of the following terms and conditions:
- The shop/web shop must have a professional and luxurious appearance and must not detract from the image of the brand “Little Dutch”, which means, for example, that terms such as "budget" and "bargain corner" may not be used.
- The shop/web shop must have sufficient stock so that usual purchases can be processed.
- The web shop must have the web shop quality mark applicable in the country in question and meet all legal requirements.
- The web shop may only have a URL of the country where the Customer is located according to the registration at the Chamber of Commerce.
16.6. The web shop (and/or the shop) may only target consumers from the country where the Customer is located according to the registration at the Chamber of Commerce, through (online) marketing. The Customer is not permitted to present itself to third parties as brand owner of the Products. Likewise, the Customer is not permitted to use the name Little Dutch as part of the name and/or internet address (URL) under which it operates its business and/or an affiliated business and/or as part of other types of communication channels (including but not limited to the email address) under which it sells Products, or in any other way. The URL (domain) may only be linked to the country/market where the Customer is located according to the registration at the Chamber of Commerce. This also applies to the name of a physical store and advertising.
16.7. The Customer is not permitted:
- To pose as representative or agent of Little Dutch or to otherwise act in such a way that third parties could infer that it is authorised to take on obligations on behalf of Little Dutch.
- To damage Little Dutch’s reputation.
16.8. In the context of performance of this Agreement, the Customer ensures that the luxury image of the Products is guaranteed at all times.
16.9. The Customer is required to impose the prohibitions and obligations referred to in Articles 16.2 to 16.8 on all its buyers of Products, under the obligation to impose the prohibitions and obligations referred to in Articles 16.2 to 16.8 on their customers, etc. In this way, the Customer guarantees that the prohibitions and obligations referred to in Articles 16.2 to 16.8 will apply to all contracts in the entire distribution chain, with the exception of sales to the end customer-consumer.
16.10. If the Customer violates one or more of the obligations set out in Article 16, the Customer forfeits to Little Dutch an immediately due and payable penalty of €25,000 for each violation as well as an immediately due and payable penalty of €2,500 for each day or part of a day that the violation continues. All this is without prejudice to Little Dutch’s legal rights to claim fulfilment and/or compensation.
Article 17. Complaints and warranty
17.1. The Customer is obliged to inspect the Products delivered and the packaging immediately upon receipt. In particular, the Customer must check:
a. Whether the correct Products have been delivered.
b. Whether the right quantity of Products has been delivered.
c. Whether the Products meet the quality requirements or the requirements for normal use.
17.2. Visible defects to Products delivered must be reported to Little Dutch immediately after delivery. Complaints in relation to the Products delivered must at any rate be reported to Little Dutch within 10 (in words: ten) days after delivery via the Website or via firstname.lastname@example.org. Complaints that are submitted too late will not be handled.
17.3. If, pursuant to the previous paragraph, the Customer complains to Little Dutch in time, Little Dutch will respond to the complaint by telephone or email as soon as possible, but no later than 7 (in words: seven) days after receipt of the complaint. If a Product is returned because of a complaint and is exchanged, Little Dutch will deploy the Pick & Return service in consultation with the Customer. In that case, the costs of collecting the faulty Product will be for Little Dutch’s account. If Little Dutch requests the Customer to return the relevant Products itself, Little Dutch will refund the (shipping) costs incurred by the Customer for the return shipment by means of a credit note.
17.4. The Customer must send a photo of the Product, the article code, the quantity and - if applicable - the production code using the appropriate form.
17.5. The Customer is obliged to give Little Dutch the opportunity to check the complaints. The fact that Little Dutch investigates a complaint does not imply that Little Dutch acknowledges any liability.
17.6. A defect in a Product does not entitle the Customer to refuse the entire order of which the Product is a part.
17.7. Complaints do not suspend the Customer’s payment obligation.
17.8. Little Dutch guarantees that the Products to be delivered meet the usual requirements and standards that can be imposed on them and are free from any defects whatsoever.
17.9. The warranty referred to in paragraph 8 of this article applies for a period of 6 (in words: six) months after delivery, counting from the time that the Customer has resold the Product to an end user, unless stated otherwise.
17.10. If a Product shows a defect upon delivery and the Customer has complained in time or if the Product shows a material or manufacturing defect during the warranty period referred to in paragraph 9 of this article, Little Dutch will, at its discretion, repair the Product, send or replace a missing or defective part, supply a replacement Product or credit the price for the relevant Product.
17.11. The warranty lapses and complaints about the delivered Product will not be processed if:
a. The warranty is not invoked within 10 (in words: ten) days after a defect in the delivered Product has been established by reporting the defect to Little Dutch.
b. The Product is damaged by an act and/or omission of the Customer or its buyer.
c. Work and/or changes and/or repairs to the Product have been carried out by the Customer and/or third parties and/or the Customer’s buyer.
d. The instructions for use that were provided have not been followed.
e. There is wear, discolouration and aging as a result of normal use and normal storage.
f. Defects are the result of improper use, poor maintenance or omission on the part of the Customer or its buyer.
g. Defects are the result of external circumstances such as: fire, weather conditions, cleaning agents, dirt accumulation, water, incorrect application, neglect or abuse.
h. Defects are the result of any government regulation with respect to the nature or quality of the materials used.
i. There is a slight deviation that is customary in the trade and/or technically unavoidable.
j. Defects are the result of use outside the technically permissible specifications.
17.12. The warranty can only be invoked if the Customer’s buyer provides Little Dutch with the purchase receipt of the product to which the warranty claim relates.
17.13. Little Dutch must be given the opportunity to investigate the warranty claim.
Article 18. Liability
18.1. If the Products delivered by Little Dutch are defective, Little Dutch's liability is limited to what is arranged in this article of these General Terms and Conditions and Article 17, paragraph 10 and Article 17, paragraph 11.
18.2. Little Dutch’s liability for damage or loss resulting from an attributable failure to comply with the Agreement or from an unlawful act or otherwise is limited per incident (a series of consecutive incidents will be considered a single incident) to the amount paid out under the liability insurance taken out by Little Dutch in a particular case. If the insurance does not cover the damage or loss, Little Dutch’s liability is limited to a maximum of €25,000.
18.3. Direct damage is limited to any and all damage comprising:
a) Direct damage to material objects.
b) Reasonable and demonstrable costs incurred to request Little Dutch to properly comply with the Agreement.
c) Reasonable costs incurred to determine the costs and scope of the damage or loss in so far as related to direct damage as referred to in paragraph 2 of this article.
d) Reasonable and demonstrable costs incurred by the Customer to prevent or limit direct damage as referred to in paragraph 2 of this article.
18.4. Little Dutch’s liability for indirect damage is hereby explicitly excluded. Indirect damage is all damage that is not direct damage, including but not limited to trading loss, consequential loss or damages due to business stagnation, loss of income and profits, loss of customers, damage to name and/or goodwill.
18.5. The exclusions and limitations set out in this article will not apply if and in so far as the damage is the result of intention or deliberate recklessness of Little Dutch or its management.
18.6. Unless compliance by Little Dutch is permanently impossible, Little Dutch will only be liable for attributable failure to comply with the Agreement if the Customer gives Little Dutch notice of default in writing without delay, stating a reasonable term for curing the failure, and Little Dutch continues to fail to comply with its obligations after that term. The notice of default must comprise as complete and detailed a description of the failure as possible to allow Little Dutch to respond appropriately.
18.7. The Customer will inform Little Dutch in writing of any damage that has occurred within 10 (in words: ten) working days after the Customer has discovered or could reasonably have discovered such damage. If Little Dutch is not notified within this period, Little Dutch will be released from any liability related to such damage.
18.8. The Customer indemnifies Little Dutch against all claims by third parties with regard to damage in connection with the Agreements performed by Little Dutch, unless it has been established by law that these claims are the result of intent or equivalent gross negligence of Little Dutch and, in addition, the Customer can demonstrate that it is not in any way to blame for this.
18.9. If and in so far as, despite what is stated in this article, Little Dutch is liable to the Customer or a third party in whatever capacity and/or for whatever reason, this liability is limited to the amount for which the liability insurance of Little Dutch offers coverage.
Article 19. Dissolution and suspension
19.1. If the Customer's goods are seized, the Customer applies for a suspension of payments, is declared bankrupt or otherwise loses free disposal of its assets, or if the Customer’s business is shut down or liquidated, Little Dutch has the right to suspend (further) performance of all Agreements concluded with the Customer, or to dissolve such Agreements in whole or in part, without prejudice to Little Dutch's right to compensation.
19.2. If the Customer does not, not timely and/or not properly fulfil one of its obligations towards Little Dutch, or if Little Dutch fears that the Customer will not meet its obligations and the Customer is unable to provide adequate security at Little Dutch's first request thereto, Little Dutch has the right to suspend its obligations under the Agreement or to dissolve the Agreement or Agreements in whole or in part, without prejudice to Little Dutch's right to compensation.
19.3. Little Dutch is not obliged to pay any compensation as a result of the implementation of paragraphs 1 and 2 of this article.
19.4. If an event as referred to in paragraph 1 and/or 2 of this article occurs, all claims of Little Dutch towards the Customer will be immediately due and payable in full.
19.5. In the event of termination of the Agreement, the parties will in constructive mutual consultation proceed to a clearance sale of the stocks present at the Customer’s within a period of 6 (in words: six) months or to sale of such stocks by the Customer to Little Dutch. All this without prejudice to Little Dutch's right to any legally valid appeal to Article 15 of these General Terms and Conditions.
Article 20. Processing of Personal Data
20.1. If Little Dutch processes Personal Data during performance of the Agreement, Little Dutch will process the Personal Data in a proper and careful manner and comply with the statutory provisions ensuing from the General Data Protection Regulation and the Dutch Implementation Act of the General Data Protection Regulation.
20.2. Little Dutch will inform the Customer within four working days about any request and/or complaint from the Supervisory Authority in respect of the Personal Data that are processed during performance of the Agreement.
20.3. Little Dutch will cooperate with a request from the Customer to exercise its rights, including but not limited to, the right of access, rectification and removal, the right to object to processing of the personal data, and the right to request portability of its own Personal Data.
20.4. Insofar as Little Dutch is obliged to do so pursuant to the General Data Protection Regulation or is obliged to do so by the Dutch Data Protection Authority, Little Dutch will inform the Customer about discovery of a potential Data Breach within 24 (in words: twenty-four) hours after this discovery. Little Dutch will subsequently keep the Customer informed of any new developments regarding the Data Breach.
20.5. In case Little Dutch is obliged to report the Data Breach to the Customer, it will provide the Customer with the following information regarding the Data Breach:
- A detailed description of the Data Breach.
- Type/category of Personal Data involved in the Data Breach.
- Number of persons whose Personal Data are involved in the Data Breach.
- The measures taken to minimise the negative consequences for the Data Subjects and remedy the Data Breach.
- The cause of the Data Breach.
- The duration of the Data Breach and the time at which it first occurred.
20.6. Any costs incurred to resolve the Data Breach will be at the expense of the party incurring them, unless the Data Breach was caused by non-compliance with the Agreement by Little Dutch; in that case, the costs will be at Little Dutch's expense. In addition, the Customer retains the right to use other legal remedies.
20.7. Communication about the Data Breach will always take place in mutual consultation. When the Agreement between the parties is terminated, Little Dutch will retain the Personal Data processed by it in performance of the Agreement for the period stated in the Privacy Statement of Little Dutch as presented on the website of Little Dutch.
Article 21. Intellectual property rights
21.1. All industrial and intellectual property rights that rest on any documents provided by Little Dutch to the Customer, such as texts, photos, images, logos, trade and domain names, designs, sketches, drawings, films, software and other data, belong to Little Dutch B.V. or to a company affiliated with Little Dutch B.V. Without prejudice to the other stipulations in these General Terms and Conditions, Little Dutch B.V. or its affiliates that owns the industrial and/or intellectual property rights, at all times reserves the rights and authorisations it is due based on the Copyright Act, unless agreed otherwise in writing. This means, among other things, that all any documents provided by the Customer by Little Dutch, as already mentioned in this article exclusively intended for use by the Customer and may not be reproduced, published or brought to the attention of third parties without Little Dutch's prior permission, unless the nature of the documents provided dictates otherwise.
21.2. The Customer must fully and unconditionally respect all industrial and intellectual property rights that are vested in the Products delivered by Little Dutch.
21.3. The Customer may use the photos made available to it by Little Dutch on websites and social media, but only if the brand name Little Dutch is always clearly stated. The Customer is not allowed to edit these photos itself.
Article 22. Use of visual material
22.1. The visual material from Little Dutch is made available to the Customer to support:
- The sale of Little Dutch products.
- Press releases about Little Dutch.
22.2. The Customer is only permitted to publish the visual material made available to the Customer by Little Dutch via the Customer’s website and/or via the Customer's social media channels after written notification from Little Dutch that the visual material is released definitively after launch of the relevant collection by Little Dutch.
22.3. Little Dutch is not responsible towards the Customer and/or cannot be held liable by the Customer for any damage to hardware or software of the Customer and/or a third party engaged by the Customer (including but not limited to the Customer’s ICT administrator) after download of the visual material.
Article 23. Confidentiality
23.1. Parties are obliged to observe secrecy with regard to all confidential information that they have obtained from each other or from another source under the Agreement. Information is considered confidential if this has been communicated by a Party or if this ensues from the nature of the information.
23.2. If, on the basis of a statutory provision or a court decision, Little Dutch is obliged to provide confidential information to third parties designated by law or the competent court, and Little Dutch cannot invoke a right to refuse to give evidence, be it statutory or recognised or permitted by the competent court, Little Dutch is not obliged to pay compensation or damages and the Customer is not entitled to dissolve the Agreement on the basis of any damage resulting from this.
23.3. If the Customer violates one or more of the obligations set out in paragraph 1 of this article, it forfeits to Little Dutch an immediately due and payable penalty of €25,000 for each violation as well as an immediately due and payable penalty of €2,500 for each day or part of a day that the violation continues. All this is without prejudice to Little Dutch’s legal rights to claim fulfilment and/or compensation.
Article 24. Governing law, disputes and competent court
24.1. All legal relationships to which Little Dutch is a party are governed exclusively by Dutch law. Applicability of the Vienna Convention is excluded.
24.2. All disputes between the Customer and Little Dutch ensuing from or related to agreements between the Customer and Little Dutch will be exclusively brought before the competent court in The Hague.
Article 25. Final provisions
Little Dutch is entitled to amend or supplement these General Terms and Conditions. Little Dutch will inform the Customer in writing of any such amendment or supplement.
1 June, 2022