Terms of service
IMPORTANT DISTINCTION BETWEEN CONSUMER AND BUSINESS PURCHASES
These Terms of Service apply to the use of the Toy Haven website and to purchases made through Toy Haven.
These Terms are divided into two parts:
Part A – General Website and Consumer / Retail Terms applies to purchases made by consumers and to general use of the Toy Haven website. Nothing in these Terms affects mandatory consumer rights.
Part B – B2B / Wholesale / Reseller / Non-Official Distribution / Parallel Import Terms applies to business customers, resellers, retailers, distributors, marketplace sellers, professional buyers, wholesale customers and all other non-consumer customers.
If a customer purchases as a business, reseller, retailer, distributor, marketplace seller, professional buyer or wholesale customer, the customer confirms that the purchase is made for business purposes and that Part B applies in addition to the general website terms.
In case of conflict between Part A and Part B, Part B applies to B2B purchases, reseller purchases, wholesale purchases, non-official distribution purchases, parallel import purchases, pre-orders and wholesale orders, unless mandatory law provides otherwise.
Consumers remain protected by mandatory consumer protection law. The limitations, risk transfer provisions, non-official distribution provisions, parallel import provisions and B2B liability limitations in Part B do not limit mandatory consumer rights.
Part A – General Website and Consumer / Retail Terms
OVERVIEW
This website is operated by Toy Haven. Throughout the site, the terms “we”, “us” and “our” refer to Toy Haven. Toy Haven offers this website, including all information, tools and Services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.
By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.
Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any Services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.
Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.
Our store is hosted on Shopify Inc. They provide us with the online e-commerce platform that allows us to sell our products and Services to you.
SECTION 1 - ONLINE STORE TERMS
By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.
You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
You must not transmit any worms or viruses or any code of a destructive nature.
A breach or violation of any of the Terms will result in an immediate termination of your Services.
SECTION 2 - GENERAL CONDITIONS
We reserve the right to refuse Service to anyone for any reason at any time.
You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the Service is provided, without express written permission by us.
The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.
SECTION 3 - ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION
We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.
This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.
SECTION 4 - MODIFICATIONS TO THE SERVICE AND PRICES
Prices for our products are subject to change without notice.
We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.
We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.
SECTION 5 - PRODUCTS OR SERVICES (if applicable)
Certain products or Services may be available exclusively online through the website. These products or Services may have limited quantities and are subject to return or exchange only according to our Refund Policy: [LINK TO REFUND POLICY]
We have made every effort to display as accurately as possible the colors and images of our products that appear at the store. We cannot guarantee that your computer monitor's display of any color will be accurate.
We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or Services that we offer. All descriptions of products or product pricing are subject to change at anytime without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or Service made on this site is void where prohibited.
We do not warrant that the quality of any products, Services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.
SECTION 6 - ACCURACY OF BILLING AND ACCOUNT INFORMATION
We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e‑mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit, refuse or cancel orders placed by dealers, resellers, distributors, marketplace sellers or other professional buyers where such orders are not expressly accepted as B2B, wholesale or reseller orders by Toy Haven. Accepted B2B, wholesale, reseller, non-official distribution and parallel import orders are additionally governed by Part B of these Terms.
You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
For more details, please review our Refund Policy.
SECTION 7 - OPTIONAL TOOLS
We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.
You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
Any use by you of the optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
We may also, in the future, offer new Services and/or features through the website (including the release of new tools and resources). Such new features and/or Services shall also be subject to these Terms of Service.
SECTION 8 - THIRD-PARTY LINKS
Certain content, products and Services available via our Service may include materials from third-parties.
Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or Services of third-parties.
We are not liable for any harm or damages related to the purchase or use of goods, Services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
SECTION 9 - USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS
If, at our request, you send certain specific submissions (for example contest entries) or without a request from us, you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.
We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion to be unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e‑mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.
SECTION 10 - PERSONAL INFORMATION
Your submission of personal information through the store is governed by our Privacy Policy.
SECTION 11 - ERRORS, INACCURACIES AND OMISSIONS
Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).
We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.
SECTION 12 - PROHIBITED USES
In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.
SECTION 13 - DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
We do not guarantee, represent or warrant that your use of our Service will be uninterrupted, timely, secure or error-free.
We do not warrant that the results that may be obtained from the use of the Service will be accurate or reliable.
You agree that from time to time we may remove the Service for indefinite periods of time or cancel the Service at any time, without notice to you.
You expressly agree that your use of, or inability to use, the Service is at your sole risk. The Service and all products and Services delivered to you through the Service are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
In no case shall Toy Haven, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, Service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the Service or any products procured using the Service, or for any other claim related in any way to your use of the Service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the Service or any content (or product) posted, transmitted, or otherwise made available via the Service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
SECTION 14 - INDEMNIFICATION
You agree to indemnify, defend and hold harmless Toy Haven and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, Service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.
SECTION 15 - SEVERABILITY
In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.
SECTION 16 - TERMINATION
The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.
These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.
If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).
SECTION 17 - ENTIRE AGREEMENT
The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
These Terms of Service and any policies or operating rules posted by us on this site or in respect to the Service constitutes the entire agreement and understanding between you and us and governs your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).
Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.
SECTION 18 - GOVERNING LAW
These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of Netherlands.
SECTION 19 - CHANGES TO TERMS OF SERVICE
You can review the most current version of the Terms of Service at any time at this page.
We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.
SECTION 20 - CONTACT INFORMATION
Questions about the Terms of Service should be sent to us at info@toyhaven.nl.
Our contact information is posted below:
Toy Haven
info@toyhaven.nl
Ekersdijk 31
CoC: 92671403
VAT ID: NL8661135303B01
PART B – B2B / WHOLESALE / RESELLER / NON-OFFICIAL DISTRIBUTION / PARALLEL IMPORT TERMS
These Part B Terms apply exclusively to business-to-business transactions. This includes wholesale orders, reseller orders, retailer orders, distributor orders, marketplace seller orders, non-official distribution orders, parallel import orders, pre-orders, backorders, quotations, pro forma invoices, order confirmations, invoices and any other business transaction with Toy Haven.
Part B does not apply to consumer purchases. Consumer purchases remain subject to mandatory consumer protection laws.
By requesting a quotation, accepting an offer, placing a B2B order, confirming a pro forma invoice, paying an invoice, accepting delivery or reselling goods purchased from Toy Haven, the customer confirms that it acts as a business customer and accepts Part B of these Terms.
1. Scope and application
1.1 These B2B / Wholesale Terms apply to all quotations, offers, pro forma invoices, order confirmations, purchase agreements, wholesale orders, reseller orders, distributor orders, non-official distribution orders, parallel import orders, pre-orders, backorders, deliveries and other business transactions between Toy Haven and any business customer.
1.2 These terms apply exclusively to business-to-business transactions. Consumer purchases are governed by Part A of these Terms and by mandatory consumer law.
1.3 By requesting a quotation, accepting an offer, placing an order, confirming a pro forma invoice, paying an invoice, accepting delivery or otherwise entering into a business transaction with Toy Haven, the customer confirms that it acts in the course of business and accepts these B2B terms.
1.4 Any purchasing terms, procurement terms, delivery terms, resale terms or other general terms of the customer are expressly rejected and shall not apply, unless Toy Haven has expressly accepted them in writing.
1.5 If a separate written agreement signed by Toy Haven conflicts with these terms, the separate written agreement shall prevail only for the specific conflicting provision.
1.6 If any provision of these terms cannot legally be enforced, the remaining provisions shall remain fully valid.
2. Business customer status
2.1 The customer confirms that it purchases as a business, reseller, retailer, distributor, wholesaler, importer, marketplace seller or professional buyer, and not as a consumer.
2.2 The customer confirms that the goods are purchased for professional, commercial, resale, wholesale, distribution or business purposes.
2.3 The customer is responsible for providing correct company details, VAT details, billing details, shipping details, EORI numbers where applicable, contact details and any information required for delivery, customs, invoicing, compliance or import/export purposes.
2.4 If the customer provides incorrect, incomplete or outdated information, Toy Haven shall not be liable for delays, failed delivery, customs issues, VAT issues, import problems, additional costs or other consequences resulting from such information.
2.5 The customer is responsible for ensuring that it has the legal authority, registrations, permits, marketplace approvals, VAT numbers, import registrations and business approvals required to purchase, import, market, advertise, distribute or resell the goods.
3. Quotations, offers and order acceptance
3.1 All quotations, price lists, product availability statements, delivery indications, product information and offers issued by Toy Haven are non-binding unless expressly stated otherwise in writing.
3.2 An order is only binding after Toy Haven has confirmed the order in writing, issued an order confirmation, accepted payment, issued a pro forma invoice or otherwise expressly accepted the order.
3.3 Toy Haven may refuse, cancel, suspend, modify or limit any order if products are unavailable, incorrectly priced, restricted, delayed, damaged, discontinued, allocated, subject to supplier issues, subject to marketplace restrictions, or if Toy Haven has reasonable grounds to doubt the customer’s payment reliability, compliance, resale conduct, marketplace conduct or business status.
3.4 Toy Haven is not liable for pricing errors, stock errors, typographical errors, supplier data errors, system errors, incorrect product images, incorrect product descriptions, incorrect barcodes or incorrect availability information.
3.5 Any acceptance of an order by Toy Haven is subject to product availability, supplier performance, transport availability, customs clearance, import/export restrictions and successful receipt of payment.
4. Prices, taxes and additional costs
4.1 All prices are excluding VAT, import duties, customs charges, clearance fees, transport costs, insurance costs, payment fees, packaging costs, storage costs, inspection costs and other additional costs, unless expressly stated otherwise.
4.2 Toy Haven may adjust prices if supplier prices, exchange rates, freight costs, fuel costs, customs costs, insurance costs, import duties, taxes, government charges or other cost components change before delivery.
4.3 If a price increase occurs after an order has been placed but before final delivery, Toy Haven may charge the increased cost to the customer or cancel the affected part of the order without liability.
4.4 Any taxes, import duties, customs charges, local levies, clearance costs, inspection costs, demurrage, detention, storage costs, return costs or destruction costs imposed by authorities or third parties are for the customer’s account, unless expressly agreed otherwise in writing.
4.5 The customer is responsible for verifying all tax, VAT, import duty and customs consequences in its own country.
5. Payment terms
5.1 Unless expressly agreed otherwise in writing, payment must be made in advance.
5.2 Toy Haven is not required to order, reserve, release, dispatch or deliver goods until full payment has been received.
5.3 In the event of late payment, Toy Haven may suspend delivery, cancel pending orders, withhold stock, charge statutory commercial interest, charge collection costs and refuse future orders.
5.4 Payments are first applied to outstanding costs, interest and older invoices before being applied to newer invoices.
5.5 The customer may not suspend payment, offset claims, apply deductions or withhold payment without Toy Haven’s prior written approval.
5.6 A complaint, delay, transport issue, customs issue, supplier issue, warranty issue, marketplace issue or alleged counterclaim does not suspend the customer’s payment obligations.
6. Pre-orders, backorders and supplier-dependent deliveries
6.1 Pre-orders, backorders and wholesale orders may depend on suppliers, manufacturers, distributors, licensors, freight forwarders, customs authorities and other third parties.
6.2 Expected release dates, expected arrival dates and expected delivery dates are estimates only and are not guaranteed.
6.3 Toy Haven shall not be liable if products are delayed, cancelled, discontinued, allocated, partially supplied, changed by the manufacturer, blocked by customs, damaged in transit, lost in transit, recalled, restricted or otherwise not delivered by the supplier.
6.4 If Toy Haven receives only partial stock from a supplier, Toy Haven may allocate available stock at its own discretion.
6.5 Partial allocation does not entitle the customer to damages, penalties, compensation, cancellation of other orders or loss-of-profit claims.
6.6 If a supplier cancels or fails to deliver goods, Toy Haven may cancel the affected order or affected part of the order. The customer’s remedy is limited to a refund of the amount actually paid for the undelivered goods, minus any non-refundable costs already incurred by Toy Haven, unless mandatory law provides otherwise.
7. Non-official distribution, parallel import and regional product variations
7.1 Certain goods supplied by Toy Haven may be sourced outside the manufacturer’s, brand owner’s or official distributor’s authorised distribution channel for the customer’s country, region, marketplace or sales channel.
7.2 Such goods may also be referred to as grey market goods, parallel import goods, non-official distribution goods or regionally sourced goods.
7.3 These goods are not, by that definition alone, counterfeit goods. However, such goods may not be intended by the brand owner, manufacturer or official distributor for sale in the customer’s country, region, marketplace or sales channel.
7.4 The customer acknowledges that Toy Haven may inform the customer before the order is placed that the goods are or may be sourced outside the official local distribution channel.
7.5 The customer confirms that it understands the commercial, legal, logistical, warranty, customs, marketplace, intellectual property, trademark and resale risks connected to such goods.
7.6 The customer confirms that it purchases such goods knowingly, voluntarily and at its own commercial risk.
7.7 By accepting a quotation, confirming an order, paying a pro forma invoice, accepting delivery or reselling the goods, the customer confirms acceptance of the non-official distribution and parallel import provisions in these terms.
8. Genuine goods, but no official channel guarantee
8.1 Toy Haven does not knowingly sell counterfeit goods.
8.2 However, Toy Haven does not guarantee that goods sourced outside the official local distribution channel are supplied through the brand owner’s, manufacturer’s or official distributor’s authorised distribution channel.
8.3 Toy Haven does not guarantee that the brand owner, manufacturer, official distributor, local distributor, marketplace or any other third party will recognise, approve, support or authorise the customer’s purchase, import, listing, sale or resale of the goods.
8.4 The customer accepts that goods may be genuine products while still being outside the official local distribution channel.
8.5 Toy Haven does not guarantee that the goods qualify as exhausted goods under trademark law, intellectual property law or parallel import rules in the customer’s country or region.
9. No authorised reseller rights
9.1 The purchase of goods from Toy Haven does not grant the customer any authorised reseller status, official distributor status, brand licence, trademark licence, marketplace authorisation, sales approval or exclusive distribution right.
9.2 Toy Haven does not represent that the customer is authorised by any brand owner, manufacturer, official distributor or marketplace.
9.3 The customer may not state or imply that it is an authorised reseller, official distributor, approved seller or official partner unless it has independent written authorisation from the relevant rights holder.
9.4 The customer is responsible for ensuring that its advertising, listings, invoices, packaging, website, webshop, marketplace pages and customer communications do not misrepresent its legal status.
10. Trademark, intellectual property and parallel import risk
10.1 The customer is solely responsible for verifying whether the goods may legally be imported, marketed, listed, advertised, distributed and resold in the customer’s country, region and sales channels.
10.2 The customer accepts all risks connected to trademark exhaustion, parallel import rules, intellectual property rights, brand owner restrictions, selective distribution systems and marketplace policies.
10.3 Toy Haven does not guarantee that the resale of the goods is free from challenge by a brand owner, manufacturer, official distributor, rights holder, marketplace, customs authority or other third party.
10.4 If a brand owner, manufacturer, official distributor, rights holder, marketplace or authority challenges the import, sale, listing, advertising or resale of the goods, the customer shall bear the risk and consequences of that challenge.
10.5 Toy Haven shall not be liable for IP complaints, trademark complaints, copyright complaints, design rights complaints, brand-owner complaints, distributor complaints, marketplace delistings, brand-gating, listing removals, account suspensions, customs holds, seizures, legal notices or resale restrictions connected to the non-official distribution or parallel import status of the goods.
10.6 The customer must indemnify Toy Haven against any claim arising from the customer’s import, resale, advertising, marketplace listing, product claims, branding, relabelling, repackaging or distribution of the goods.
11. Marketplace and platform risk
11.1 Toy Haven does not guarantee that the goods can be listed, sold or advertised on any specific marketplace or platform, including but not limited to Amazon, Bol, eBay, Kaufland, Fnac, Cdiscount, Shopify, TikTok Shop, Meta, Google Shopping or any other platform.
11.2 Toy Haven is not responsible if a marketplace requests additional documentation, rejects an invoice, blocks a listing, removes a listing, applies brand-gating, suspends an account, restricts a product category, refuses the customer’s resale of the goods or changes its policies.
11.3 The customer is solely responsible for complying with marketplace rules, brand approval requirements, product listing requirements, safety documentation requirements, invoice requirements and platform policies.
11.4 Marketplace refusal, delisting, brand-gating, listing removal or account restriction does not entitle the customer to cancel the order, refuse payment, request a refund, claim damages or return the goods, unless Toy Haven expressly agrees in writing.
11.5 Toy Haven does not guarantee that invoices, supplier documents, product labels, barcodes, safety documents or other documentation will be accepted by a marketplace.
12. Product differences and regional variations
12.1 The customer accepts that goods sourced outside the official local distribution channel, supplier-dependent goods or parallel import goods may differ from local-market goods.
12.2 Differences may include, but are not limited to:
a. packaging design;
b. language on packaging;
c. manuals or instruction sheets;
d. safety warnings;
e. importer labels;
f. EAN codes, UPC codes or barcodes;
g. batch codes or production codes;
h. stickers or regional markings;
i. warranty cards;
j. accessories;
k. plugs, inserts or paper materials;
l. retail presentation;
m. product version or production batch;
n. country-of-origin labels;
o. manufacturer distribution markings;
p. box condition;
q. carton markings;
r. outer packaging;
s. shelf-ready packaging;
t. regional age markings or warning labels.
12.3 Such differences do not constitute a defect, non-conformity or breach of contract unless Toy Haven has expressly guaranteed a specific version, language, barcode, packaging type, label, documentation set or regional edition in writing.
12.4 The customer is responsible for verifying whether the product presentation, packaging, language and labelling are suitable for its intended resale market.
13. Product information, images and specifications
13.1 Product images, descriptions, dimensions, piece counts, packaging information, EAN codes, barcodes, brand references and specifications are provided for information purposes only.
13.2 Toy Haven may rely on information received from suppliers, manufacturers, distributors and third-party databases.
13.3 Toy Haven is not liable for errors, omissions, variations or later changes in supplier or manufacturer information.
13.4 Minor differences in packaging, artwork, colour, print, accessories, batch, language, product version or presentation do not constitute a defect.
13.5 The customer is responsible for verifying whether the product is suitable for its intended resale channel, marketplace, country, customer group or commercial purpose.
14. Documentation limitations
14.1 Toy Haven may provide invoices, packing lists, supplier documents, product information or other available documentation where reasonably available.
14.2 Toy Haven does not guarantee that it can provide brand authorisation letters, official distributor letters, manufacturer declarations, marketplace approval documents, EU declarations of conformity, safety certificates, batch certificates, test reports, supply chain documents or other specific documents unless expressly agreed in writing before the order.
14.3 The absence of such documents does not entitle the customer to cancel the order, refuse payment, return the goods or claim damages, unless Toy Haven expressly guaranteed those documents in writing before the order.
14.4 If the customer requires specific documents for import, customs, marketplace approval, brand approval, safety compliance, product listing or resale, the customer must request and obtain written confirmation from Toy Haven before placing the order.
15. Product safety, labelling and regulatory compliance
15.1 The customer is solely responsible for verifying whether the goods comply with all laws and regulations applicable in the customer’s country, region and sales channels.
15.2 This includes, but is not limited to, toy safety rules, product safety rules, age markings, language requirements, labelling rules, importer information, packaging rules, WEEE rules where applicable, CE marking where applicable, market surveillance rules, VAT rules, consumer law and marketplace compliance.
15.3 Toy Haven does not guarantee that goods sourced outside the official local distribution channel meet every local labelling, language, importer or marketplace requirement in the customer’s jurisdiction.
15.4 If the customer acts as importer, reseller, distributor or marketplace seller, the customer is responsible for all obligations connected to that role.
15.5 The customer is responsible for any relabelling, translation, compliance review, importer marking, product information, customer information or safety documentation required for its own resale market.
16. Warranty and aftersales
16.1 The customer accepts that manufacturer warranty, official distributor warranty, brand support, local service support, replacement support or spare parts support may not apply to goods sourced outside the official local distribution channel.
16.2 Toy Haven does not guarantee that the manufacturer, brand owner, local distributor or official service partner will provide warranty, repair, replacement, spare parts, technical support or aftersales service for the goods.
16.3 If the customer resells the goods to consumers or third parties, the customer is solely responsible for its own warranty obligations, consumer law obligations, return handling, aftersales service, product information and customer support.
16.4 Toy Haven shall not be liable for warranty claims made by the customer’s own customers, marketplace buyers, retailers, distributors or end users.
16.5 Any warranty or support provided by Toy Haven is limited to what Toy Haven expressly confirms in writing and, where applicable, to what Toy Haven actually receives from its own supplier, manufacturer, distributor, carrier, insurer or other third party.
17. Delivery dates and delays
17.1 All delivery dates, transit times, arrival estimates and release dates are indicative only.
17.2 Delivery dates are not strict deadlines unless Toy Haven has expressly confirmed in writing that a specific delivery date is a fixed and binding delivery deadline.
17.3 Delays do not entitle the customer to cancel, refuse payment, claim damages, claim penalties, claim loss of profit, claim loss of turnover, claim missed resale opportunities, claim missed event sales or claim any other compensation.
17.4 Toy Haven is not liable for delays caused by suppliers, manufacturers, freight forwarders, shipping lines, postal operators, customs authorities, ports, warehouses, couriers, strikes, inspections, government measures, import/export issues, product availability issues or other circumstances outside Toy Haven’s reasonable control.
17.5 If the customer requires goods for a specific event, fair, convention, launch date, retail campaign, marketplace deadline or resale deadline, the customer accepts the full risk that the goods may not arrive in time unless Toy Haven has expressly confirmed a fixed delivery date in writing.
18. Transport, shipping and risk transfer
18.1 For B2B orders, the risk of loss, theft, delay, shortage, damage or destruction of the goods passes to the customer when the goods are handed over to the carrier, freight forwarder, postal operator, courier, shipping company or other transport provider, unless expressly agreed otherwise in writing.
18.2 If the customer arranges transport or collection, risk passes to the customer as soon as the goods are made available for collection.
18.3 If Toy Haven arranges transport on behalf of the customer, Toy Haven does so as a service to the customer. Toy Haven is not liable for acts, omissions, delays, loss, damage, theft, misrouting, shortage or errors by carriers, freight forwarders, customs agents, shipping companies, postal operators, warehouses or couriers.
18.4 The customer must inspect delivered goods immediately upon receipt.
18.5 Visible transport damage, shortages, missing cartons, damaged cartons or delivery issues must be reported in writing within 48 hours after delivery.
18.6 Failure to report visible damage, shortages or delivery issues within 48 hours may result in rejection of any claim.
18.7 The customer must retain all packaging materials, labels, cartons, pallets, shipping documents, photos, videos and evidence required for any carrier, supplier or insurance claim.
19. Customs, import, export and authorities
19.1 Toy Haven is not liable for any delay, loss, damage, seizure, inspection, additional cost, refusal, hold, detention, return, destruction or restriction caused by customs authorities, import authorities, export authorities, port authorities, tax authorities, market surveillance authorities or other government bodies.
19.2 The customer is responsible for ensuring that the ordered products may legally be imported, sold, distributed, advertised and used in the customer’s country, region or sales channel.
19.3 Toy Haven is not liable if products are stopped, delayed, rejected, seized, returned or destroyed due to local laws, import restrictions, certification requirements, labelling requirements, tax rules, safety standards, licensing restrictions, intellectual property restrictions, marketplace restrictions or other regulatory requirements in the customer’s jurisdiction.
19.4 Any additional customs charges, import duties, VAT, storage fees, demurrage, detention, clearance costs, inspection costs, return costs or destruction costs are for the customer’s account, unless expressly agreed otherwise in writing.
19.5 If goods are returned to Toy Haven due to customs refusal, incorrect customer information, failed clearance, unpaid duties, failed delivery or import restrictions, Toy Haven may deduct all related costs from any refund or credit.
19.6 Toy Haven does not guarantee customs clearance, import approval, release by authorities or acceptance by customs in any country.
20. Force majeure
20.1 Toy Haven shall not be liable for any failure, delay, shortage, non-performance, partial performance or cancellation caused by circumstances beyond Toy Haven’s reasonable control.
20.2 Force majeure includes, but is not limited to:
a. supplier delays;
b. manufacturer delays;
c. distributor delays;
d. production shortages;
e. product allocation;
f. discontinued products;
g. licensing issues;
h. brand restrictions;
i. official distributor restrictions;
j. transport delays;
k. shipping delays;
l. container delays;
m. port congestion;
n. customs inspections;
o. customs holds;
p. import or export restrictions;
q. government measures;
r. market surveillance actions;
s. strikes or labour shortages;
t. war, terrorism, sanctions or geopolitical disruption;
u. pandemics, epidemics or quarantine measures;
v. fire, flood, storm, accident or natural disaster;
w. theft, loss or damage during transport or storage;
x. IT failures, cyber incidents or platform outages;
y. payment provider issues;
z. force majeure affecting Toy Haven’s suppliers, manufacturers, carriers, insurers, freight forwarders, distributors or other third parties.
20.3 During force majeure, Toy Haven may suspend, delay, partially perform, modify or cancel the affected order without liability.
20.4 If force majeure continues for more than 90 days, Toy Haven may cancel the affected order or affected part of the order.
20.5 In that case, the customer’s remedy is limited to a refund of amounts paid for goods that Toy Haven has not delivered and for which Toy Haven has not incurred non-refundable costs.
20.6 The customer is not entitled to damages, penalties, lost profit, lost turnover, missed resale opportunities, missed event revenue, marketplace losses, reputational damage, storage costs, staff costs, legal costs or other direct or indirect losses caused by force majeure.
21. Insurance, supplier, carrier and third-party recovery
21.1 If goods are delayed, lost, damaged, seized, returned, destroyed, blocked, delisted or otherwise affected, Toy Haven’s compensation obligation shall be limited to the amount, credit, reimbursement, replacement goods or insurance payment actually received by Toy Haven from the relevant supplier, manufacturer, distributor, carrier, freight forwarder, shipping line, insurer, customs agent, postal operator or other third party.
21.2 Toy Haven shall not be required to compensate the customer beyond the net amount, credit or replacement actually recovered by Toy Haven.
21.3 If Toy Haven receives no compensation, reimbursement, credit, replacement goods or insurance payment from the relevant third party, the customer is not entitled to compensation from Toy Haven, unless the issue was caused by Toy Haven’s intent or gross negligence.
21.4 Any compensation received by Toy Haven shall be passed on only after Toy Haven has actually received it and only in proportion to the affected goods.
21.5 Toy Haven may deduct administrative costs, claim costs, bank fees, insurance excess, return costs, shipping costs, customs costs, storage costs, inspection costs and other related costs from any compensation passed on to the customer.
21.6 The customer must fully cooperate with any carrier, supplier, insurer or third-party claim by providing all required evidence, including photos, videos, packaging, labels, tracking information, damage reports, declarations, proof of value and other documents.
21.7 If the customer fails to provide evidence or cooperate within the required timeframe, Toy Haven shall not be liable for any rejected, reduced or lost claim.
22. Product recalls and safety notices
22.1 If a product recall, safety notice, marketplace warning, customs notice, brand notice or regulatory notice affects the goods, Toy Haven’s obligations are limited to the actions required by mandatory law.
22.2 The customer is responsible for informing its own customers, buyers, distributors, retailers and end users where required by law.
22.3 The customer must cooperate with Toy Haven in any recall, safety action, documentation request, supplier investigation, marketplace inquiry or authority request.
22.4 Toy Haven shall not be liable for the customer’s own recall costs, customer compensation, marketplace losses, reputational damage, storage costs, relabelling costs, translation costs, legal costs or resale losses, unless caused by Toy Haven’s intent or gross negligence.
23. Returns, complaints and defects
23.1 B2B customers do not have a statutory consumer right of withdrawal.
23.2 Returns are only accepted with Toy Haven’s prior written approval.
23.3 The customer must inspect goods immediately upon receipt.
23.4 Visible defects, transport damage, incorrect quantities, missing cartons or incorrect products must be reported in writing within 48 hours after delivery.
23.5 Hidden defects must be reported in writing within 7 days after discovery.
23.6 If a complaint is not submitted within the applicable period, the goods are deemed accepted.
23.7 A complaint does not suspend the customer’s payment obligations.
23.8 If Toy Haven accepts a complaint, Toy Haven may choose between replacement, repair, credit, partial refund or another reasonable solution.
23.9 Toy Haven is not required to accept returns of opened products, damaged packaging, display items, products used for resale, products modified by the customer, products with missing parts caused after delivery, or products that cannot reasonably be resold.
23.10 The customer may not return, cancel or reject goods solely because they are sourced outside the official local distribution channel, provided this status was disclosed before the order.
23.11 The customer may not return, cancel or reject goods because of marketplace restrictions, brand-gating, lack of manufacturer warranty, local distributor refusal, packaging differences, language differences, barcode differences, documentation limitations or resale restrictions, unless Toy Haven expressly guaranteed the opposite in writing.
24. Cancellation by customer
24.1 The customer may not cancel confirmed B2B orders, wholesale orders, pre-orders, backorders, non-official distribution orders, parallel import orders or special import orders without Toy Haven’s written approval.
24.2 If Toy Haven accepts cancellation, Toy Haven may deduct supplier costs, freight costs, customs costs, banking fees, payment fees, administration costs, non-refundable deposits and other costs already incurred.
24.3 Custom orders, special orders, imported orders, allocated stock, pre-orders, backorders and products ordered specifically for the customer are non-cancellable, unless Toy Haven agrees otherwise in writing.
25. Cancellation, suspension or modification by Toy Haven
25.1 Toy Haven may cancel, suspend or modify any order if:
a. the customer fails to pay on time;
b. products are unavailable, delayed, discontinued or allocated;
c. supplier costs, transport costs or import costs materially increase;
d. customs, import, export or regulatory issues arise;
e. the customer provides incorrect or incomplete information;
f. the customer breaches these terms;
g. Toy Haven has reasonable concerns regarding fraud, resale conduct, payment risk, compliance, sanctions, marketplace conduct or reputation;
h. performance becomes commercially unreasonable due to circumstances outside Toy Haven’s control.
25.2 Toy Haven shall not be liable for any damage resulting from cancellation, suspension or modification under this article.
26. Retention of title
26.1 Ownership of all goods remains with Toy Haven until the customer has fully paid all outstanding invoices, including costs, interest and any other amounts owed.
26.2 Until ownership has transferred, the customer may not pledge, encumber, transfer ownership of, modify or dispose of the goods outside normal resale activities.
26.3 If the customer fails to pay, becomes insolvent, suspends payment, enters liquidation or breaches these terms, Toy Haven may reclaim all goods subject to retention of title.
26.4 The customer must keep goods subject to retention of title identifiable and properly stored.
27. Resale, advertising and compliance by customer
27.1 The customer is solely responsible for its resale activities, including pricing, marketing, advertising, product claims, marketplace compliance, product listings, tax compliance, consumer law compliance, warranty handling and customer service.
27.2 Toy Haven is not responsible if a marketplace, platform, brand owner, distributor, manufacturer or other third party restricts, blocks, removes or refuses the customer’s listings.
27.3 The customer may not make misleading claims, unauthorised brand claims, false licensing claims, false official-reseller claims or incorrect product claims when reselling products purchased from Toy Haven.
27.4 The customer is responsible for complying with all applicable laws and regulations in its own country and sales channels.
27.5 The customer shall not use Toy Haven’s name, logo, documents, invoices or communications in a misleading way or as proof of official brand authorisation unless Toy Haven has expressly approved this in writing.
28. Intellectual property and licensed products
28.1 All intellectual property rights in products, brands, characters, images, packaging, logos and designs remain with the respective rights holders.
28.2 Toy Haven does not grant the customer any intellectual property rights, distribution exclusivity, brand licence, trademark licence, marketplace authorisation or official sales approval unless expressly confirmed in writing.
28.3 The customer is responsible for ensuring that its resale, advertising, listings, product pages, webshop, marketplace pages and customer communications comply with applicable intellectual property rules and platform policies.
28.4 Toy Haven is not liable for marketplace restrictions, brand-gating decisions, listing removals, IP complaints or other third-party platform actions affecting the customer.
29. Confidentiality
29.1 Prices, wholesale discounts, supplier information, purchase terms, business arrangements, account conditions, sourcing details and commercial communications between Toy Haven and the customer are confidential.
29.2 The customer may not disclose such information to third parties without Toy Haven’s written consent.
29.3 This confidentiality obligation continues after termination of the business relationship.
29.4 If the customer discloses confidential information without permission, Toy Haven may suspend cooperation, cancel pending orders and claim damages.
30. Indemnity by customer
30.1 The customer shall indemnify and hold Toy Haven harmless against any claim, loss, damage, fine, penalty, cost, legal cost, marketplace claim, consumer claim, customs claim, IP claim, trademark claim, product safety claim, warranty claim or third-party claim arising from:
a. the customer’s import of the goods;
b. the customer’s export of the goods;
c. the customer’s resale of the goods;
d. the customer’s marketplace listings;
e. the customer’s advertising or product claims;
f. the customer’s local compliance obligations;
g. the customer’s consumer law obligations;
h. the customer’s warranty handling;
i. the customer’s failure to check whether the goods may be sold in its market;
j. the customer’s breach of these terms;
k. the non-official distribution or parallel import status of the goods after disclosure by Toy Haven;
l. the customer’s misuse of brand names, logos, images, trademarks or product information;
m. the customer’s failure to comply with marketplace policies or local laws.
30.2 This indemnity includes reasonable legal costs, advisor costs, investigation costs, administrative costs, settlement costs and costs incurred in responding to third-party claims.
30.3 Toy Haven may require the customer to cooperate in defending or resolving any claim connected to the customer’s resale, import, listing or distribution of the goods.
31. Limitation of liability
31.1 Toy Haven’s liability is limited to direct damage only.
31.2 Toy Haven’s liability shall never exceed the invoice value of the specific goods giving rise to the claim.
31.3 Toy Haven shall never be liable for indirect damage, consequential damage, loss of profit, loss of turnover, loss of margin, missed resale opportunities, missed event revenue, missed marketplace sales, business interruption, reputational damage, loss of customers, penalties owed by the customer to third parties, legal costs, storage costs, staff costs, travel costs or other commercial losses.
31.4 Toy Haven is not liable for damage caused by incorrect use, resale, repackaging, relabelling, storage, handling, modification, assembly, marketing, listing or distribution by the customer or third parties.
31.5 Toy Haven is not liable for manufacturer changes, packaging variations, colour differences, minor product variations, language variations, barcode issues, marketplace restrictions, brand-gating issues, platform delistings, lack of brand authorisation, lack of official distributor warranty or resale restrictions imposed by third parties.
31.6 Any claim against Toy Haven expires if the customer does not notify Toy Haven in writing within 14 days after discovering the issue or within 14 days after the customer reasonably should have discovered the issue.
31.7 Any legal claim against Toy Haven expires 12 months after the delivery date or, if no delivery occurred, 12 months after the order confirmation date.
31.8 The limitations in this article do not apply in cases of intent, gross negligence or liability that cannot legally be limited under mandatory law.
32. Set-off and suspension
32.1 The customer may not offset any alleged claim against amounts owed to Toy Haven.
32.2 The customer may not suspend payment or delay payment because of complaints, delays, warranty issues, transport issues, supplier issues, customs issues, marketplace issues, non-official distribution risks, parallel import risks or alleged counterclaims.
33. Evidence and electronic communication
33.1 Emails, order confirmations, payment records, shipping records, tracking information, website logs, system records, WhatsApp messages, digital approvals and digital confirmations may be used as evidence of agreements, orders, delivery, acceptance and communication.
33.2 The customer accepts that digital acceptance, payment of a pro forma invoice, email confirmation, written approval, continued business conduct or acceptance of delivery may constitute acceptance of these terms.
33.3 The customer accepts that Toy Haven may communicate electronically and that electronic records may be used as proof.
34. Governing law and jurisdiction
34.1 These terms and all agreements between Toy Haven and the customer are governed by Dutch law.
34.2 The applicability of the United Nations Convention on Contracts for the International Sale of Goods, CISG, is excluded.
34.3 Any dispute shall be submitted exclusively to the competent court in the Netherlands, unless mandatory law provides otherwise.
34.4 Toy Haven may also bring claims before the court of the customer’s place of business if Toy Haven chooses to do so.
35. Severability
35.1 If any provision of these terms is invalid, void or unenforceable, the remaining provisions shall remain fully effective.
35.2 The invalid or unenforceable provision shall be replaced by a valid provision that reflects the commercial and legal purpose of the original provision as closely as possible.