legal
Standard Supplier Terms
Oxbridge Associates B.V.
Standard Purchase Terms - The Netherlands
Effective date: 30 July 2026 | Business-to-business purchases only
How these terms work
Buyer
Oxbridge Associates B.V., trading as Oxbridge Global.
Contract
The Purchase Order, these Purchase Terms, the agreed specification and any written special terms expressly approved by the Buyer.
Permitted Territory
The United Kingdom and the European Economic Area, unless the Purchase Order states a different or narrower territory.
Incoterms
ICC Incoterms® 2020, where an Incoterm is stated in the Purchase Order.
1. Application and acceptance
These Purchase Terms apply to every Purchase Order issued by the Buyer unless the Purchase Order expressly states that different terms apply. The Supplier accepts the Contract by confirming the Purchase Order, reserving or preparing the Goods, starting performance or delivering any part of the Goods.
The Buyer expressly rejects any terms contained in or referred to by the Supplier in a quotation, acknowledgement, invoice, delivery note or other document. Supplier terms apply only if a director of the Buyer expressly agrees to them in writing. If there is a conflict, written special terms on the Purchase Order take priority, followed by these Purchase Terms and then the agreed specification.
2. Purchase Orders and product information
The Supplier must check the Purchase Order promptly and notify the Buyer immediately of any error, omission or point that cannot be met. No change, substitution, partial delivery or cancellation is permitted without the Buyer’s written agreement.
The Goods must match the description, brand, variant, size, pack configuration, barcode, quantity, dates, batch information, packaging, labelling, origin and other requirements stated in the Purchase Order or agreed in writing.
3. Authenticity, provenance and permitted resale
The Supplier warrants that the Goods are genuine, lawfully acquired, not counterfeit, decoded, altered or tampered with, and are supplied with intact original batch, traceability and security markings.
Unless the Purchase Order expressly states otherwise, the Supplier warrants that the Goods are in free circulation in the territory from which they are supplied, with all applicable customs duties, import taxes and other charges properly dealt with.
The Supplier confirms that it has obtained all rights, permissions and consents required for the Buyer and its customers to advertise, resell, distribute and make onward sales of the Goods throughout the Permitted Territory. This includes any consent required where Goods first placed on the UK market are intended for resale in the EEA, or where any other intellectual-property exhaustion rule does not permit the intended resale.
Any territory, customer, channel, visibility or onward-sale restriction must be fully disclosed before the Purchase Order is accepted and must be expressly recorded in the Purchase Order. No undisclosed restriction will apply.
4. Evidence and cooperation
The Supplier must keep reliable records showing the source, authenticity, customs status and lawful market placement of the Goods. On reasonable request, it must promptly provide invoices, supply-chain records, customs documents, rights-holder permissions, product specifications, batch records and other evidence needed to verify the Goods or respond to a claim.
Documents must be complete and genuine. Commercial pricing may be redacted only where it does not prevent verification of provenance, unless the Buyer reasonably requires the unredacted document to investigate or defend a claim. The Buyer will treat supply-chain evidence with appropriate commercial discretion.
5. Quality, safety and compliance
The Supplier warrants that the Goods are safe, saleable, of satisfactory quality, fit for their ordinary purpose and compliant with the laws and mandatory requirements applicable to the Goods and the Permitted Territory. This includes product, packaging, labelling, language, traceability, consumer-safety and regulatory requirements.
The Goods must have the shelf life, condition and packaging agreed in the Purchase Order. The Supplier must immediately disclose any recall, safety issue, regulatory enquiry, intellectual-property complaint, change in specification or other matter that may affect the Goods or their resale.
6. Price, invoice and payment
The price is the price stated in the Purchase Order and includes all costs of packaging, preparation, documentation and delivery required under the agreed Incoterm, except VAT properly chargeable and separately shown.
Payment is due in accordance with the Purchase Order after the Buyer receives a valid invoice and all required Goods and documents. Payment, use or onward sale of the Goods does not amount to acceptance and does not waive any right or claim.
The Buyer may withhold a genuinely disputed amount and may set off amounts due from the Supplier against sums otherwise payable to the Supplier. The Supplier may not assign an invoice or other right to payment without the Buyer’s prior written consent.
7. Delivery and documents
Delivery must be made on the date, at the place and under the Incoterm stated in the Purchase Order. Delivery dates are material. The Supplier must notify the Buyer immediately if any delay, shortage or operational issue is likely.
The Supplier must provide accurate delivery notes, packing lists, commercial invoices, pallet and case details and all documents needed for collection, transport, customs clearance, import, export and lawful resale. A signed delivery note confirms receipt only and does not confirm quantity, quality or acceptance.
8. Inspection, shortages and rejection
The Buyer will inspect the Goods as soon as reasonably practicable. The Buyer may reject, require replacement of, or require a refund or price adjustment for Goods that are late, short, damaged, defective, non-compliant or different from the Contract.
The Buyer may raise latent defects or issues that could not reasonably have been identified on initial inspection after they are discovered. The Supplier must collect rejected Goods and bear reasonable return, replacement, handling and related costs where the rejection results from the Supplier’s breach.
9. Title and risk
Risk passes in accordance with the agreed Incoterm. Title passes to the Buyer on the earlier of delivery or payment for clearly identified Goods, to the extent legally effective.
If the Buyer pays before delivery, the Supplier must identify and segregate the Goods as the Buyer’s property, keep them safe and insured, not dispose of or encumber them, and allow the Buyer or its representative reasonable access to verify them.
10. Claims, recalls and indemnity
The Supplier must cooperate promptly with any product investigation, withdrawal, recall, customs enquiry, regulatory issue or third-party claim connected with the Goods.
The Supplier will indemnify the Buyer, its associated companies and its customers against direct losses, recall and replacement costs, third-party claims and reasonable professional costs arising from a breach of clauses 3, 4 or 5, including any claim that the Goods are counterfeit, unlawfully sourced, not authorised for resale in the Permitted Territory, non-compliant or infringe third-party rights. The Buyer must take reasonable steps to mitigate its loss and keep the Supplier reasonably informed.
11. Confidentiality
Each party must protect the other party’s confidential commercial information and use it only for the Contract. The Buyer may share relevant information with its associated companies, customers, logistics providers, professional advisers and authorities where reasonably needed to assess, perform or protect the transaction.
This clause does not prevent disclosure required by law or of information that is already public other than through a breach of confidence.
12. Legal and ethical compliance
The Supplier must comply with applicable anti-bribery, sanctions, export-control, tax, customs, product-safety, environmental, labour and data-protection laws. It must not do anything that would cause the Buyer to breach those laws.
The Supplier must notify the Buyer immediately if it, the Goods, the source of the Goods or any relevant party becomes subject to sanctions, investigation or restriction that could affect the Contract.
13. Delay, force majeure and termination
A party affected by an event genuinely beyond its reasonable control must notify the other promptly, explain the likely impact and take reasonable steps to reduce delay. Increased cost, a change in market price or failure by the Supplier to secure stock it agreed to supply is not, by itself, a force-majeure event.
The Buyer may cancel the affected part of the Contract if delivery is materially delayed, the Supplier commits a material breach and does not remedy it promptly where remedy is possible, the Supplier becomes insolvent, or performance may breach law or sanctions. Cancellation does not affect rights that arose before cancellation.
14. General
The Contract is the entire agreement for the relevant purchase and may be changed only in writing by authorised representatives of both parties. A failure or delay in enforcing a right is not a waiver. If any provision is invalid, the remaining provisions continue.
The Supplier may not subcontract a material obligation or transfer the Contract without the Buyer’s prior written consent. Notices relating to the Contract may be sent by email to the addresses used for the transaction.
15. Governing law and jurisdiction
The Contract and any non-contractual obligations arising from it are governed by Dutch law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
The competent court in Amsterdam, the Netherlands, has exclusive jurisdiction, unless the Buyer chooses to bring proceedings in another court that has jurisdiction over the Supplier.
Buyer details: Oxbridge Associates B.V., Office 6.49, Element Offices, Bargelaan 200, 2333 CW Leiden, Netherlands. KvK 82633762. Email: hello@oxbglobal.com.