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GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY
of the private company NL DIFFUSION B.V. hereinafter referred to as “Diffusion”

Download here the general conditions of sale and delivery for each language.

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Article 1 - Applicability

1.1. These Terms and Conditions apply, to the exclusion of all other Terms and Conditions, to all offers, all orders, all deliveries, all sight shipments, and all acts and agreements of any kind by, with or through Diffusion.

1.2. Any deviations from these Terms and Conditions and/or additional clauses are only binding if and when expressly agreed to in writing by Diffusion. Any deviations are valid only with respect to the offer, delivery, contract or action in which they are made.

1.3. General and specific terms and conditions of the other party do not bind Diffusion unless and until Diffusion has expressly accepted the applicability of such terms and conditions in writing.

1.4. If, in the case of contracts concluded through Diffusion, the seller has his own general terms and conditions, both general terms and conditions shall apply. In the event of any conflict between these Terms and Conditions and the seller's general terms and conditions, the provision of the seller's general terms and conditions shall prevail.

1.5. The term “Buyer” is used in these Terms and Conditions to refer to both the person buying from and the person buying through Diffusion. The word “Diffusion”, when Diffusion merely mediates the sale, refers to both Diffusion and the Seller.

1.6. The invalidity of individual provisions in these General Terms and Conditions shall not affect the legal content of these General Terms and Conditions.

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Article 2 - Offers and confirmations

2.1. All verbal and written offers made by Diffusion are non-binding unless a validity period is specified in the offer. This also applies to all price lists published by Diffusion.

2.2. If a written offer states a validity period, the offer is subject to written acceptance only for the period stated therein.

2.3. Any offer which is not accepted within the specified time frame, or which does not specify a time frame for acceptance, is non-binding in the sense that a contract can only be concluded if an order based on the offer is accepted in writing within 30 days by Diffusion or by persons authorized in writing by Diffusion, or if delivery and billing of the relevant products take place within 30 days.

2.4. Any verbal commitments or agreements made by Diffusion's employees and/or subordinates, including representatives, are not binding on Diffusion unless confirmed in writing by Diffusion.

2.5. If a buyer places an order by phone or verbally and then confirms the order in writing to Diffusion, the written order confirmation must clearly state that the order has already been placed by phone or verbally, failing which any resulting duplicate deliveries will be borne solely by the buyer.

2.6. Diffusion reserves the right to refuse an order without justification, or to reduce the quantities ordered without justification when confirming and/or executing the order.

2.7. All designs, drawings, sketches and the like as part of offers, quotations, etc. shall at all times remain the property of Diffusion.

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Article 3 - Cancellation or modification

3.1. The buyer may only invoke the modification or cancellation of a contract or order if and when Diffusion has agreed to such modification or cancellation in writing. In case of partial or total cancellation of a contract, Diffusion is entitled to charge the buyer for all costs incurred and, if applicable, for any part of the agreed upon price if Diffusion has already entered into obligations with respect to this contract.

3.2. If a contract is modified by mutual agreement, Diffusion is entitled to charge the additional costs caused by this modification. The original agreed upon delivery terms will no longer be in effect in the event of modification.

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Article 4 - Prices

4.1. Diffusion's prices are per item, free house, excluding sales tax, unless otherwise indicated or agreed upon in writing. For shipments with an invoice value of less than €375, freight charges will be borne by the buyer.

4.2. In the case of partial deliveries, which Diffusion is always authorized to make, Diffusion is entitled to invoice such partial deliveries separately.

4.3. Unless otherwise agreed upon in writing, Diffusion's deliveries are made without any rework and at the prices indicated in Diffusion's price list as in effect on the day of delivery. Rework will also be made at the prices indicated in Diffusion's price list as in effect on the day payment is due in accordance with these terms and conditions.

4.4. If Diffusion does not issue a price list for specific deliveries and workmanships, and if Diffusion's supplier does not issue a price list for such deliveries and workmanships, such deliveries and workmanships will be made at the prices indicated in the offer.

4.5. All prices are based on the circumstances prevailing at the time the contract is concluded. Should these conditions change after the conclusion of the contract, Diffusion is entitled to increase or decrease the agreed price by the amount of any resulting increase or decrease without prior notice and without specifying any resulting additional or lesser costs. Such circumstances include: freight rates, import and export duties or other duties, and/or taxes at home and abroad, costs resulting from the introduction of new such tariffs, duties, levies or taxes, wages, salaries and social charges, changes in exchange rates, prices of raw and auxiliary materials, and other prices charged to Diffusion by third parties.

4.6. If Diffusion increases or decreases the agreed upon prices as outlined in paragraph 5 of this article, the buyer shall not be entitled to rescind the contract because of such price increase or decrease.

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Article 5 - Delivery and processing times

5.1. The delivery and processing times communicated by Diffusion are based on the circumstances prevailing at the time the contract is concluded and, if they depend on services to be provided by third parties, on information communicated to Diffusion by these third parties.

5.2. Delivery and processing times shall be met to the best of Diffusion's ability, but any failure to meet them shall not constitute a default.

Exceeding such deadlines does not entitle the buyer to claim any form of compensation, nor does it entitle the buyer to refuse delivery of the goods, nor to have the contract rescinded in whole or in part, nor to have any work done to fulfill the contract authorized or not.

5.3. If an item is ordered for immediate delivery, Diffusion may charge a surcharge of 5% of the net invoice value to cover loss of interest, inventory risk and handling costs.

5.4. The buyer is always obliged to accept the goods ordered, even if the goods are delivered by Diffusion prior to the agreed upon delivery date.

5.5. If a delay in delivery is attributable to the seller, the buyer shall be entitled to write to the seller to request delivery within a reasonable period of at least four weeks. If the goods have not been dispatched to the buyer within the reasonable compliance period, the buyer shall be entitled to cancel the order in writing no later than two weeks after the compliance period has expired. The buyer shall not be entitled to claim compensation for any damage suffered as a result.

5.6. If any delay in delivery cannot be attributed to the Seller, especially in cases of force majeure or circumstances which render delivery substantially more difficult or impossible, current delivery times will be suspended for the duration of the impediment. Diffusion expressly reserves the right to cancel all or part of the order. The Buyer may not claim compensation for any damages incurred.

5.7. If delivery is delayed at the request of the buyer, or due to circumstances affecting the buyer, Diffusion may charge a late payment interest of 2% per month on the net amount invoiced as a result of such delay. Diffusion may also charge storage and handling fees. These storage and handling charges as well as late payment interest will be calculated from the last day of the original delivery period. In case of a delay in delivery due to circumstances affecting the buyer, Diffusion has the choice between the provisions of this paragraph and cancellation of the order.

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Article 6 - Risk and Transport

6.1. At all times the risk for the goods is transferred to the buyer from the moment the goods leave the seller's premises.

6.2. If goods ready for shipment are not accepted for reasons beyond Diffusion's control, they will be at the buyer's risk and Diffusion has the right to store them at the buyer's expense and to request payment as if delivery had taken place.

6.3. The provisions of the first paragraph of this article apply to carriage-paid delivery. Free delivery means that Diffusion will arrange for transportation. Diffusion only ships to addresses in the Benelux which can be reached by ordinary means of transport on paved roads.

6.4. The first paragraph applies without prejudice to shipments on display and the rental of goods. The risk includes all direct or indirect damage caused to the goods or by the goods or their loss to the buyer, third parties or Diffusion.

third parties or Diffusion.

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Article 7 - Purchase

7.1. If the buyer fails to take delivery of the goods ordered, Diffusion has the right, without any notice or judicial intervention being required, to either dissolve the contract without prejudice to its other rights, or to store the goods at the buyer's expense and risk, without Diffusion being liable for any loss, damage or other consequences.

7.2. If the buyer gives incorrect, insufficient or late instructions or does not cooperate with the delivery of the goods, any additional costs incurred will be borne by the buyer.

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Article 8 - Payment

8.1. Unless otherwise agreed upon in writing, payment shall be made upon delivery of the goods, without any recourse to set-off or discount, unless a counterclaim is expressly recognized by Diffusion or is irrevocably established in court.

8.2. If a payment term is agreed upon and if, on the agreed upon day, Diffusion has not received full payment of the amount owed by the buyer, an interest rate of 1% per month or part thereof will be charged on the entire amount owed by the buyer as of that day.

8.3. Diffusion is entitled at any time - even after it has fulfilled all or part of an order - to demand full or partial prepayment of the agreed amount and/or to demand that the buyer provide security for the fulfillment of his (further) payment obligations within a period of time to be determined by Diffusion and in a manner to be specified by Diffusion. As long as the requested advance payment is not made or the requested security is not provided, Diffusion is not obliged to (further) fulfill the contract.

8.4. If the buyer is overdue with any payment for any reason whatsoever, all amounts owed by them to Diffusion shall become immediately due in full, regardless of the status of any orders, and Diffusion may demand immediate payment of these amounts. In such a case, Diffusion may suspend the execution of any accepted order for the buyer until payment has been made within a deadline set by Diffusion for the amount that has become due as per the previous sentence. If payment is not made within this period, Diffusion shall be entitled to cancel all orders from that buyer, without prejudice to its right to claim damages.

8.5. If the buyer defaults or fails to meet one or more of their payment obligations, they shall also be liable for extrajudicial collection costs, calculated at 15% of the invoice amount, with a minimum of €125, to be increased by any applicable sales tax on these costs.

8.6. If collection by means of legal proceedings is necessary, the buyer shall also be liable for the actual costs of these proceedings, minus the liquidated costs.

8.7. Any payment extension granted by Diffusion may be withdrawn by Diffusion at any time. A payment is only considered received by Diffusion once the amount has been credited to one of its bank or giro accounts, or handed over in cash.

8.8. Payments made by the buyer shall always first serve to settle all accrued interest and costs, and subsequently to pay off the oldest outstanding invoices, even if the buyer specifies that the payment is intended for a more recent invoice.

 

Article 9 - Retention of Title

9.1. Diffusion retains ownership of goods delivered to the buyer until the buyer has fulfilled all obligations from all purchase agreements made with Diffusion, insofar as these obligations concern:

- the payment(s) related to goods delivered or to be delivered;

- any claims due to the buyer’s failure to fulfill one or more purchase agreement(s).

9.2. As long as ownership of the goods has not been transferred to the buyer, the buyer is not permitted to pledge, transfer ownership of, or grant any other right on the goods to third parties. However, the buyer is entitled to use and sell the goods in the normal course of business. The buyer is required to store the goods delivered under retention of title with due care and as clearly recognizable property of Diffusion.

9.3. Without prejudice to Diffusion’s other rights, Diffusion is entitled to reclaim the goods delivered under retention of title and still in the buyer’s possession if the buyer, or any natural or legal person affiliated with the buyer within a corporate structure, fails to fulfill its payment obligations, encounters financial difficulties, or in the event of seizure, bankruptcy, or suspension of payments. In such cases, Diffusion is entitled to determine the value of the reclaimed goods, for which the buyer will be credited.

9.4. The buyer is obligated to promptly notify Diffusion of any seizure or third-party claims on goods that are Diffusion’s property.

9.5. Furthermore, the buyer is obligated to inform the seizing party or third parties in writing that the goods in question are the property of Diffusion.

 

Article 10 - Pledging of Claims by the Buyer

10.1. The buyer is required to pledge to Diffusion any claims they may have against third parties concerning goods delivered by Diffusion, if and when requested by Diffusion.

 

Article 11 - Complaints

11.1. Complaints regarding externally visible defects must be submitted in writing within eight business days following the delivery of the goods. After this period, any claim in this regard shall expire.

11.2. Complaints regarding defects not externally visible at the time of delivery, which manifest within the warranty period, must be submitted in writing within eight business days after the defect arises. After this period, any claim in this regard shall expire.

11.3. Discrepancies between the goods delivered and the related invoice must be reported in writing within eight days of receipt of the invoice. After this period, any claim in this regard shall expire.

11.4. In the absence of timely written notification as specified in paragraphs 1, 2, and 3 of this article, any claims against Diffusion shall be void. Diffusion’s consideration of a complaint does not imply that it regards the complaint as timely or valid.

11.5. Goods may not be returned without prior written consent from Diffusion. With written consent, the goods shall be sent to Diffusion, postage paid, to a location specified by Diffusion in the written consent.

11.6. Defects in the quality or execution of an individual item within a delivery consisting of multiple items do not provide grounds for the cancellation of the remainder of the order or the entire contract to which the item belongs.

11.7. Complaints regarding quantity, quality, execution, etc., that Diffusion cannot (or can no longer) verify due to the goods being wholly or partially processed or altered, for any reason, will not be accepted.

11.8. If the complaint is deemed valid, the resulting obligations shall be limited to crediting the buyer up to the maximum of the purchase price of the relevant goods, or replacing the relevant goods. Further liability is excluded.

11.9. Minor variations in color, material, or dimensions shall not be accepted as defects within the meaning of this article.

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Article 12 - Warranty

12.1. In the event of a defect upon or after delivery, no modifications or treatments may be made to the goods in question without our prior written consent.

12.2. Diffusion does not guarantee the colorfastness or durability of the materials it uses in treatments or modifications.

12.3. Diffusion is not obligated to provide any warranty on components not manufactured or only partially manufactured by Diffusion. However, where possible, Diffusion will extend to the buyer any warranty benefits it receives from the original manufacturer.

 

Article 13 - Liability

13.1. Diffusion’s liability for defects in the delivered goods, or for any loss, injury, or damage attributable to defects or malfunctions in the goods, is in all cases limited to the free replacement or repair, or to refund or credit as described in Article 12.

13.2. Diffusion’s liability for defects arising from treatments or modifications is, under all circumstances, limited to the amount agreed upon for such treatments or modifications.

13.3. To the extent that Diffusion may be held liable under these terms or by mandatory legal provisions, this liability will not exceed the compensation for damages covered by Diffusion’s insurance, provided such coverage is in effect.

 

Article 14 - Indemnification / Industrial and Intellectual Property Rights

14.1. The buyer is obligated to indemnify and hold Diffusion harmless for all costs, damages, and interest that may arise as a result of third-party claims against Diffusion due to violations of rights—including patent and copyright rights—resulting from the use of data or models provided by or on behalf of the buyer for the execution of any orders by Diffusion.

14.2. In the event of a claim for rights infringement, Diffusion reserves the right to immediately cease any modification or production and/or halt delivery. Diffusion will inform the buyer of such actions.

14.3. Goods purchased from or through Diffusion may only be marketed under the brand name under which Diffusion or its affiliates have introduced them to the market.

14.4. The buyer is not permitted to use the brands referred to in the previous clause of this article for advertising or other promotional purposes without the express written consent of Diffusion.

14.5. Diffusion retains all rights to the design, model, manufacturing method, and brand under which goods purchased from or through Diffusion have been introduced to the market. It is prohibited to imitate or replicate goods purchased from or through Diffusion, or to reproduce or disclose the manufacturing process to third parties.

14.6. The buyer is liable for any third-party claims arising from the use of Diffusion’s goods and must notify Diffusion in writing as soon as possible if any third party asserts rights in this regard. Diffusion does not guarantee third-party rights.

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Article 15 - Resale

15.1. The buyer acknowledges that Diffusion operates a selective distribution system and appoints its resellers based on objective quality criteria. Authorized resellers may only resell Lacoste-branded products to consumers and other resellers who are recognized for the resale of the specific product category and are located in the Netherlands, Belgium, Luxembourg, or another European Economic Area country. The buyer must ensure that the relevant reseller is authorized under Lacoste’s selective distribution system. Any violation of this provision entitles Diffusion to immediately terminate its business relations and agreements with the buyer, without prejudice to Diffusion’s right to claim damages from the buyer.

15.2. The buyer guarantees to Diffusion that it will impose the same obligation on its resellers as it has undertaken under Article 15.1.

 

Article 16 - Force Majeure

16.1. If Diffusion is prevented from performing the agreement, in whole or in part, due to force majeure, Diffusion has the right, without judicial intervention, to either suspend the execution of the agreement or consider the agreement as wholly or partially dissolved, at Diffusion’s discretion, without any obligation for compensation or warranty.

16.2. If Diffusion’s performance of the agreement is delayed due to force majeure or any other unforeseen circumstance, Diffusion shall not be liable for any resulting damages to the buyer. In such cases, Diffusion shall be deemed to have fulfilled its obligations under the agreement by proceeding as agreed once the force majeure situation has ceased.

 

Article 17 - Termination

17.1. If the buyer fails to meet any obligation arising from an agreement with Diffusion, or in the event of bankruptcy, suspension of payment, cessation, or liquidation of the buyer’s business, the buyer shall be considered in default by operation of law. Diffusion is then entitled, without notice of default and without judicial intervention, to suspend the performance of the agreement or to dissolve the agreement, in whole or in part, at its discretion, without any obligation for compensation or warranty, and without prejudice to Diffusion’s additional rights.

17.2. The buyer is specifically required to compensate Diffusion for any damages resulting from premature termination of the agreement as described in the previous paragraph. In such cases, all claims Diffusion has or may have against the buyer become immediately and fully due and payable.

17.3. In the cases mentioned in paragraph 1 of this article, the buyer is required, at Diffusion’s first request, to make any unpaid goods in their possession available to Diffusion. Diffusion is entitled to reclaim these goods without notice of default and without judicial intervention. Diffusion has the right to retrieve these goods wherever they may be located and to enter the buyer’s premises as necessary.

 

Article 18 - Evidence

18.1. Unless proven otherwise, Diffusion’s administrative records shall be considered decisive regarding agreements to which these terms apply and the resulting agreements.

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Article 19 - Penalty

19.1. For each complete or partial breach, or non-compliance with these terms, the buyer shall incur a non-compensable penalty of €500 per violation, plus €500 for each day the violation continues. This is without prejudice to Diffusion’s right to seek further damages and to terminate, cancel, or suspend all future agreements with the buyer without additional notice or judicial intervention. Diffusion is also entitled to exclude the buyer from further sales and deliveries.

 

Article 20 - Disputes

20.1. All disputes arising from agreements with or through Diffusion shall be adjudicated by the competent Dutch court in Amsterdam, unless Diffusion prefers to submit to the judgment of another competent court, whether in the Netherlands or otherwise.

20.2. All agreements with or through Diffusion are governed exclusively by Dutch law, to the exclusion of any other legal system.

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