Benelly Import B.V., E-Audio Benelux B.V. and Electric Sound Benelux B.V. are part of the RRB GROUP and only use the following extract from the general conditions of the RRB GROUP within the framework of their conduct of business. Benelly Import B.V., E-Audio Benelux B.V. and Electric Sound Benelux B.V. will consequently be called RRB in the following.

1.   Applicability
These general conditions apply to all offers of RRB and also to all agreements between RRB and a contracting party, hereinafter called the other party. By giving an order any other party agrees to the applicability of these general conditions. Moreover it agrees to the rejection of the other party's conditions by RRB.

2.   Offers and price-lists
RRB's offers and price-lists are without engagement and exclusive of VAT. Counting from the issue date offers are valid for a maximum of thirty days. Offers, price-lists, annexes, explanations, and confirmations supplied by RRB to the other party are confidential and may therefore not be supplied to third parties (for inspection).

3.   (Technical) data supplied by RRB
All data supplied by RRB Group, including but not exclusively, technical specifications, measurements, weights, drawings and illustrations are entirely without engagement, only indicative and explicitly do not bind RRB. This may only be deviated from by means of an agreement entered into in writing. RRB is not liable in the case of inaccuracies and deviations of data supplied by it. This can also only be deviated from by agreements entered into in writing.

4.   Agreements
Agreements are concluded by written acceptance, in which connection the delivery/completion times stated by RRB are never considered deadlines. If delivery cannot be made at the time stated beforehand or within the period stated beforehand, RRB is entitled to make partial deliveries. This does not apply in the event that a partial delivery has no independent value. In the case of partial deliveries RRB is also entitled to invoice each partial delivery separately, in accordance with the applicable terms of payment.

5.   Delivery and transfer of risk
Delivery of goods by RRB and also the transfer of the risk related to the goods is made ex RRB's warehouse. The method of carriage, dispatch, packing etc. is determined by RRB, as a good merchant, if no further instructions have been supplied by the other party, without RRB accepting any liability for the purpose. In principle goods are always transported at the expense and risk of the other party, even if on the part of the carrier, the waybill, transport addresses and the like contain a clause indicating that any transport damage is at the expense and risk of the consignor (RRB).

6.   Payment / interest for delays / extrajudicial expenses / processing of payments
Unless something else has explicitly been agreed in writing, payment must be made by the other party prior to delivery, or in cash at the time of delivery. In the absence of payment the following applies:

A.   In the absence of payment the other party is in default immediately, without any notice of default by RRB being required. In such a case the other party owes an interest of 1% a month, to be increased by the extrajudicial collection charges.
B.   RRB claims compensation of extrajudicial (collection) charges, which charges are hereby fixed for such a future event, in deviation from section 6:96 (4) of the Civil Code and in deviation from the decision on compensation for extrajudicial collection charges, at an amount equal to 15% of the total principal amount outstanding, with a minimum of EUR 75.00 for every invoice that has remained partly or fully unpaid.
C.   Payments made by the other party will be used, in spite of any reference mentioned by the other party, to settle the oldest obligation first.

7.   Suspension / advance payment / security / cancellation
RRB is entitled to suspend the whole or partial performance of an agreement if and as long as the other party does not, not entirely, not properly or not in a timely manner fulfil any obligations resulting from an agreement between the other party and RRB.
RRB is also empowered, if the financial situation of/at the other party should give occasion for this in the reasonable opinion of RRB, to desire advance payment or security and, while awaiting such security, to suspend the performance of an agreement. RRB is also entitled to take receipt of payments differently than in money, for instance by granting the possession of goods. Cancellation of an agreement concluded with RRB by the other party can only be effected after RRB's prior written consent and if the other party compensates all damage that is caused as a result of this on the part of RRB.

8.   Report of / complaint in respect of defects
If an agreement obliges RRB to deliver goods, visible defects must be recorded by the other party on the transport document immediately upon arrival. Moreover such defects must be reported to RRB within 24 hours. Other defects must be reported by the other party in writing to RRB within one month after such defects have been discovered or should have been discovered in reason. If no complaint has been made by the other party within the periods mentioned in this article, the other party's right to complain will lapse. The submission of a complaint does not remove the other party's obligation of payment. Furthermore the following applies to complaints:

A.   If goods have been assembled or processed by the other party, any complaint, irrespective of the reason, also including incorrect delivery, will not be permitted anymore, even if the complaint is submitted within the set period; in such cases RRB will not be obliged to make any kind of compensation.
B.   Oral complaints and complaints that are submitted after expiry of the above-mentioned periods will not be accepted.
C.   Complaints in connection with defective goods that are collected by the other party must be made known to RRB immediately at the time of delivery.
D.   If goods that have been delivered under a factory warranty are returned to assess the warranty by the relevant manufacturer or importer, any costs that arise for RRB in that connection may be charged to the other party.
E.   If goods are returned to RRB for repair without any question of a complaint, these goods will be considered delivered to the other party with all corresponding consequences, while (any) costs of repair and transport will be charged to the other party.

9.   Force majeure
In force majeure situations RRB is entitled to suspend its obligations, for the duration of the force majeure situation. Any form of liability for damage to the other party as a result of force majeure is explicitly ruled out by RRB. Besides, both the other party and RRB will have the possibility of dissolving the agreement, without the right to compensation if a force majeure situation lasts for more than three months.

10.   Liability
RRB is only liable to the other party for damage that has arisen as a result of willfulness or gross negligence on the part of RRB, this with observance of the following: indirect damage, including among other things consequential loss, loss of profit and damage as a result of business interruption, arisen through any cause whatsoever, does not qualify for compensation. RRB's liability is furthermore limited to the invoice amount with regard to the relevant order. If RRB is insured for a relevant damage, the extent of its liability is limited to the amount to be paid by the insurer on the basis of the insurance. In this last-mentioned connection the relevant policy will be available for inspection by the other party, at the office of RRB.

11.   Indemnity
The other party indemnifies RRB against all claims of third parties for compensation of damage or otherwise that is directly or indirectly related to any agreement(s) concluded between the other party and RRB and goods and/or services supplied in that connection by RRB, as a result of claims of third parties. Furthermore the other party indemnifies RRB against all claims of third parties for compensation of damage or otherwise that are related directly or indirectly to processing and/or (electronic) dispatch of the information supplied by RRB. The indemnity in this article does not apply in the event of willfulness or deliberate recklessness of RRB.

12.   Warranty
RRB warrants that goods, work and/or services supplied by it are suitable for the application intended by RRB. More extensive warranties are only given by RRB in so far as this has explicitly been agreed in writing. If it is a question of factory warranty, RRB's obligation is limited to acting as an intermediary.

13.   Retention of title and right of retention
RRB has a retention of title in connection with all goods supplied by it with regard to the claims concerning the consideration for goods supplied by RRB to the other party by virtue of any agreement(s), or for work done or to be done for the benefit of the other party by virtue of any agreement(s), and also with regard to claims for failure in the performance of such agreements. If transactions are brought about between RRB and the other party consecutively and/or regularly, the retention of title will only end after the other party has paid all of RRB's claims. The other party is obliged to refrain from any act that affects the said retention of title, such as the creation of a pledge, transfer to a third party, sale, assembly or turning a particular good delivered to the other party into a new good. Moreover RRB has a right of retention to goods offered to it for treatment, repair or custody. In the event that RRB relies on this, this right will not be extinguished by the other party providing security.

14.   Transfer of rights and obligations
Without RRB's prior written approval the other party is not permitted to assign, pledge or transfer under any title whatsoever (the ownership of) any rights and obligations following from an agreement concluded with RRB to a third party. RRB, on the other hand, is empowered to transfer the agreement or any rights and/or obligations following therefrom to a group company (on the strength of section 2:24b of the Civil Code). In so far as required the other party grants its permission to this on the strength of section 6:159 of the Civil Code.

15.   Applicable law
All agreements are exclusively governed by Dutch law, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG). Exclusive jurisdiction with regard to disputes between RRB and the other party is due to the District Court of Amsterdam (the Netherlands).

Please note:
These conditions were originally drawn up in the Dutch language. Translations into other languages are also available. The above means that the (legal) tenor of the Dutch language version prevails in the event of differences of (legal) interpretation.