Version 1.0, last updated 29 August 2026. Applicable to all business-to-business supply by NoSmoky.
Draft for review. These terms are written for a Dutch wholesaler selling B2B within the EU. Have them checked by your own legal adviser and confirm the company details, filing reference and dispute forum before publication.
“Supplier” means the NoSmoky trading entity registered in Hengelo, the Netherlands. “Buyer” means the business acting in the course of its trade, business or profession that places an order. “Goods” means the fire pits, accessories and spare parts supplied. “Agreement” means any accepted order between Supplier and Buyer.
These terms apply to every quotation, order confirmation and delivery. Supplier sells exclusively to businesses. Buyer warrants that it purchases in the course of its business and that the registration and VAT details it provides are accurate and current. Statutory consumer rights, including the right of withdrawal, do not apply. Buyer’s own purchasing conditions are expressly rejected unless accepted by Supplier in writing.
A trade account is opened at Supplier’s discretion after verification of the company name, registration number and VAT identification number, where possible through the EU VIES register. Supplier may request a chamber of commerce extract or equivalent evidence, may refuse or withdraw an account, and may suspend supply if details prove inaccurate or a business ceases to be registered.
Quotations are valid for 30 days unless stated otherwise and are not binding until confirmed by Supplier in an order confirmation. Prices are net, ex VAT, in euros, and exclude carriage unless stated. Recommended retail prices are non-binding guidance and never a resale price obligation. The minimum first order value is €1,500; subsequent minimums are set out in the current price list. Supplier may adjust prices for orders not yet confirmed where raw material, energy or freight costs change materially.
Deliveries to Buyers established in another EU member state are invoiced with VAT reverse charged where Buyer supplies a valid VAT identification number verified in VIES and the goods leave the Netherlands. Buyer is responsible for correct declaration in its own country and must inform Supplier immediately of any change to its VAT status. Where a number cannot be verified, Dutch VAT is charged and is not refundable retroactively. Deliveries outside the EU are handled as exports; import duties and local taxes are for Buyer’s account.
First orders are payable in advance. Payment terms of 30 days net may be granted in writing after a satisfactory payment history. Set-off or suspension of payment is not permitted. On late payment, statutory commercial interest under Dutch law and reasonable collection costs are due without further notice, and Supplier may suspend outstanding deliveries.
Unless agreed otherwise, delivery is DAP at the address stated in the order confirmation (Incoterms 2020). Delivery periods are indicative; a delay does not entitle Buyer to cancel or to compensation unless the delay exceeds 30 days after written notice. Risk passes on delivery. Title passes only upon full payment; until then Buyer holds the Goods as bailee, keeps them identifiable and insured, and may resell them only in the ordinary course of business.
Buyer inspects the Goods on delivery. Visible damage or shortages must be noted on the carrier’s documents and reported within 48 hours; other defects within 14 days of discovery and in any event within six months of delivery. Complaints are reported using Supplier’s trade claim form with photographs and batch details. Goods may only be returned with prior written authorisation, in original packaging.
Supplier warrants that the Goods are free from material and manufacturing defects for 12 months from delivery. The warranty covers repair, replacement of parts or replacement of the item at Supplier’s option. It excludes normal wear, discolouration and patina of stainless steel through use, deformation caused by overheating or fuel filled above the upper air holes, use of accelerants or wet fuel, frost or water damage from storage without cover, modification, and any use other than as described in the user instructions. Buyer handles end-customer claims in the first line and is reimbursed under Supplier’s trade claim procedure.
The Goods reduce smoke through secondary combustion. The only approved performance claim is “up to 90% less smoke” (NL: “tot 90% minder rook”; DE: “bis zu 90 % weniger Rauch”), as printed on the retail packaging. Buyer shall not describe the Goods as “100% smoke-free”, “smokeless” without qualification, or “odourless”, and shall reproduce the safety statements “outdoor use only”, “hot surfaces during and after use” and “keep children and pets at a safe distance” wherever it describes the Goods. Buyer uses only the wording and imagery supplied or approved by Supplier, keeps the safety and instruction material with the product, and does not remove or alter brand markings. Supplier grants a non-exclusive, revocable licence to use the NoSmoky name and photography for the resale of the Goods only.
Buyer may resell the Goods freely within the EEA. Sales on third-party marketplaces, cross-border online distribution and any exclusivity are subject to a separate written agreement. Buyer shall not remove batch or safety markings, repackage the Goods under another brand, or supply parties it knows intend to breach these terms.
Supplier’s aggregate liability per event is limited to the invoice value of the Goods concerned, and in any calendar year to the amount invoiced to Buyer in the preceding twelve months, in each case capped at the amount paid out under Supplier’s liability insurance. Supplier is not liable for indirect or consequential loss, including loss of profit, loss of turnover, reputational harm or business interruption. These limitations do not apply in the event of intent or deliberate recklessness on the part of Supplier’s management, or where they would be void under mandatory product liability law.
The Goods are for outdoor use only. Buyer passes on all safety instructions to end customers, does not sell the Goods for indoor, enclosed or covered use contrary to the instructions, and cooperates with any corrective action, recall or field safety notice initiated by Supplier.
Neither party is liable for failure caused by circumstances beyond its reasonable control, including transport disruption, raw material shortage, fire, strike, cyber incident, epidemic or governmental measures. Where such circumstances persist for more than 60 days, either party may terminate the affected order in writing without compensation.
Supplier may suspend or terminate the Agreement with immediate effect if Buyer is in default of payment, enters insolvency proceedings, ceases trading, or materially breaches clauses 10, 11 or 13. Amounts invoiced become immediately due.
Personal data of Buyer’s contact persons is processed as described in the Privacy Policy. Each party complies with the GDPR in respect of data it controls.
Dutch law applies. The United Nations Convention on Contracts for the International Sale of Goods (Vienna Sales Convention) is excluded. Disputes are submitted exclusively to the competent court in Overijssel, the Netherlands, without prejudice to Supplier’s right to bring proceedings at Buyer’s place of establishment.
If any provision is void or unenforceable, the remainder stays in force and the parties replace it with a valid provision of equivalent effect. Supplier may amend these terms; the version in force at the time of the order confirmation applies. The Dutch text prevails in the event of any discrepancy between translations.