Terms of service
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 from Toy Haven.
These Terms are divided into two parts:
Part A – General Website and Consumer / Retail Terms applies to general use of the Toy Haven website and to purchases made by consumers.
Part B – B2B / Wholesale / Reseller Terms applies to purchases made for business or professional purposes, including purchases by retailers, resellers, distributors, marketplace sellers and wholesale customers.
A customer purchasing primarily for purposes outside their trade, business, craft or profession is considered a consumer.
A customer purchasing in connection with their trade, business or professional activities is considered a business customer and is subject to Part B in addition to the relevant general website provisions.
Where Part A and Part B conflict in relation to a B2B transaction, Part B shall prevail unless mandatory law provides otherwise.
Nothing in these Terms excludes or limits mandatory rights available to consumers under applicable Dutch or European law.
PART A – GENERAL WEBSITE AND CONSUMER / RETAIL TERMS
1. About Toy Haven
1.1 This website is operated by Toy Haven.
1.2 Throughout these Terms, “Toy Haven”, “we”, “us” and “our” refer to Toy Haven.
1.3 Our company details are:
Toy Haven
Ekersdijk 31
7534 AX Enschede
The Netherlands
Email: info@toyhaven.nl
Chamber of Commerce (KvK): 92671403
VAT ID: NL866135303B01
1.4 Toy Haven offers toys, collectibles and related products through its website and other sales channels.
1.5 These Terms apply together with any policies referred to on our website, including our Privacy Policy, Refund Policy and any other conditions expressly applicable to a particular order or service.
2. Acceptance of these Terms
2.1 By accessing or using our website, you agree to comply with the provisions of these Terms that relate to use of the website.
2.2 When you place an order with Toy Haven, the terms applicable at the time the agreement is concluded form part of the purchase agreement.
2.3 Nothing in these Terms limits rights that cannot legally be excluded or restricted.
2.4 If any provision of these Terms conflicts with mandatory consumer law, the mandatory legal provision shall prevail.
3. Use of the website
3.1 You may use the website only for lawful purposes.
3.2 You may not use the website in a manner that:
a. violates applicable law or regulations;
b. infringes intellectual-property or other rights belonging to Toy Haven or a third party;
c. interferes with the security, availability or proper functioning of the website;
d. introduces viruses, malicious code or other harmful technology;
e. attempts to obtain unauthorised access to accounts, systems or data;
f. uses automated methods to extract substantial amounts of website data where such use is prohibited by law or these Terms; or
g. involves fraudulent, misleading or abusive activity.
3.3 Toy Haven may restrict access to the website or an account where reasonably necessary to protect the website, our customers, our rights or our legal obligations.
4. Product information
4.1 Toy Haven takes reasonable care to present product information accurately, including product names, descriptions, specifications, images, quantities and prices.
4.2 Product images are intended to provide a reasonable representation of the product. Colours and appearance may vary slightly because of photography, display settings, manufacturing batches or packaging revisions.
4.3 Manufacturers may occasionally change packaging, artwork, labels or minor product details without changing the essential nature of the product.
4.4 Where a particular version, edition, language, design or other characteristic is expressly included in the agreed product description, the product supplied must conform to that agreement and applicable law.
4.5 Nothing in this section limits a consumer's statutory rights where a product does not conform to the purchase agreement.
5. Prices
5.1 Consumer prices displayed on our website include VAT where required by law, unless clearly stated otherwise.
5.2 Applicable delivery costs and other mandatory charges will be displayed before the customer completes the order.
5.3 Product prices may change from time to time.
5.4 Price changes do not affect agreements already concluded, except where permitted by law or agreed with the customer.
5.5 An obvious pricing, technical or administrative error does not automatically entitle a customer to purchase a product at the incorrect price.
5.6 If we identify an obvious error affecting an order, we will contact the customer as soon as reasonably possible and handle the matter in accordance with applicable law.
6. Orders and formation of the agreement
6.1 Products displayed on the website constitute an invitation to place an order unless expressly stated otherwise.
6.2 By submitting an order, the customer makes an offer to purchase the selected products.
6.3 The purchase agreement is concluded when Toy Haven accepts the order in accordance with the checkout process and applicable law.
6.4 An automated acknowledgement confirming receipt of an order does not necessarily constitute final acceptance where the communication clearly states otherwise.
6.5 Toy Haven may refuse or cancel an order where there is a legitimate reason to do so, including where:
a. the product is unavailable;
b. an obvious pricing or product-information error has occurred;
c. payment cannot be completed or reasonably verified;
d. fraud, misuse or unauthorised activity is reasonably suspected;
e. fulfilment would violate applicable law, sanctions, product restrictions or other legal requirements; or
f. delivery to the requested destination is not reasonably possible.
6.6 Where an order is cancelled after payment and no alternative has been agreed, Toy Haven will refund the amount due in accordance with applicable law.
7. Availability and stock
7.1 All products are subject to availability.
7.2 Stock information is maintained with reasonable care but may occasionally be inaccurate because of simultaneous orders, stock adjustments, damaged inventory, supplier changes or technical issues.
7.3 If a product becomes unavailable after an order is placed, Toy Haven will inform the customer as soon as reasonably possible.
7.4 Where Toy Haven cannot supply an ordered product, the customer will receive the appropriate refund unless another solution is agreed.
8. Payment
8.1 Available payment methods are displayed during checkout.
8.2 The customer is responsible for providing accurate and complete payment and billing information.
8.3 Payments may be processed by independent payment-service providers.
8.4 Toy Haven may postpone dispatch until payment has been successfully completed where advance payment forms part of the agreed payment method.
8.5 Nothing in these Terms affects statutory rules regarding payments, refunds or chargebacks.
9. Delivery
9.1 Available delivery methods and applicable delivery charges are displayed during checkout or otherwise communicated before purchase.
9.2 Products will be delivered to the address provided by the customer.
9.3 The customer is responsible for ensuring that the delivery information provided is accurate and complete.
9.4 Delivery dates displayed on the website are estimates unless expressly agreed as fixed.
9.5 Toy Haven will deliver within the agreed period or, where no period has been agreed, within the period required by applicable consumer law.
9.6 If delivery is materially delayed, the customer retains the rights available under applicable law.
9.7 Risk of loss or damage to goods purchased by a consumer transfers in accordance with applicable consumer law.
9.8 Where the consumer independently appoints a carrier not offered by Toy Haven, different statutory rules concerning transfer of risk may apply.
10. Pre-orders and future releases
10.1 Certain products may be offered for pre-order before their expected release or arrival.
10.2 Release dates and estimated arrival dates may depend on manufacturers, licensors, distributors and logistics providers and can therefore change.
10.3 Unless expressly agreed as a fixed delivery date, any release date or expected delivery date shown for a pre-order is an estimate.
10.4 If a pre-order is significantly delayed, changed or cancelled by the manufacturer or supplier, Toy Haven will inform affected customers when reasonably possible.
10.5 If Toy Haven ultimately cannot supply a prepaid pre-order, the customer will receive a refund for the affected product.
10.6 Nothing in this section limits statutory consumer rights concerning delivery, cancellation, withdrawal or refunds.
11. Consumer right of withdrawal
11.1 Consumers entering into a distance contract generally have a statutory right to withdraw from the purchase without giving a reason.
11.2 For most goods purchased online, the statutory withdrawal period is 14 days calculated in accordance with applicable consumer law.
11.3 The method for exercising the right of withdrawal and the applicable return procedure are explained in our Refund Policy and any statutory withdrawal information supplied with the order.
11.4 Statutory exceptions to the right of withdrawal may apply to certain products or services.
11.5 Where a statutory exception applies, this does not affect separate statutory rights where a product is defective or does not conform to the agreement.
11.6 Where the consumer is legally responsible for the direct cost of returning goods after withdrawal, this will be communicated as required by law.
11.7 Nothing in these Terms restricts the statutory right of withdrawal where that right applies.
12. Returns following withdrawal
12.1 A consumer exercising the statutory right of withdrawal must return the goods within the applicable statutory period.
12.2 During the withdrawal period, the consumer may inspect and handle a product to the extent reasonably necessary to establish its nature, characteristics and functioning.
12.3 If a consumer handles a product beyond what is reasonably necessary and this results in a reduction in value, Toy Haven may claim compensation for that reduction in value where permitted by law.
12.4 Refunds following a valid withdrawal will be processed in accordance with applicable consumer law and our Refund Policy.
12.5 Where required by law, reimbursement includes the standard delivery costs originally charged for the order.
12.6 Additional delivery costs resulting from a more expensive delivery method specifically chosen by the customer do not need to be reimbursed where applicable law permits this.
12.7 Toy Haven may withhold reimbursement until the returned goods have been received or until the consumer provides sufficient evidence that the goods have been returned, where permitted by law.
13. Statutory conformity and defective products
13.1 Consumers are entitled to receive goods that conform to the purchase agreement and applicable consumer law.
13.2 Products must possess the characteristics and functionality consumers may reasonably expect, taking account of the purchase agreement, product description, price, nature of the product and other relevant circumstances.
13.3 Where a product does not conform to the agreement, the consumer may have statutory rights including repair, replacement, price reduction or termination of the agreement, subject to applicable law.
13.4 Toy Haven is the seller and remains responsible for the statutory obligations applicable to Toy Haven as seller.
13.5 A manufacturer's warranty, commercial warranty or other voluntary guarantee is additional to and does not replace or reduce statutory consumer rights.
13.6 Damage resulting from misuse, accidental damage, abnormal use, improper storage, unauthorised modification or normal wear is not automatically a lack of conformity attributable to Toy Haven.
13.7 Conformity will be assessed according to the specific circumstances and applicable law.
14. Complaints
14.1 Customers who believe a product is incorrect, incomplete, damaged or defective should contact Toy Haven as soon as reasonably possible at info@toyhaven.nl.
14.2 Providing the order number, a clear description of the issue and, where useful, photographs or video may help Toy Haven investigate the complaint efficiently.
14.3 Operational reporting periods do not restrict mandatory consumer rights.
14.4 Toy Haven will endeavour to investigate and respond to complaints within a reasonable period.
14.5 Customers should give Toy Haven a reasonable opportunity to assess and, where appropriate, remedy an alleged lack of conformity.
15. Product safety and recalls
15.1 Product safety is important to Toy Haven.
15.2 Where Toy Haven becomes aware of a safety recall, corrective action or other safety issue affecting a supplied product, Toy Haven may contact affected customers using available contact information.
15.3 Customers should follow applicable recall instructions and discontinue use where required for safety reasons.
15.4 Nothing in these Terms limits statutory rights concerning unsafe products.
16. Intellectual property
16.1 Unless otherwise stated, the website and its original content, layout, text, graphics, branding and other Toy Haven materials are protected by applicable intellectual-property laws.
16.2 Third-party brands, characters, logos, product artwork, photographs and other intellectual property remain the property of their respective rights holders.
16.3 Purchasing a product does not transfer intellectual-property rights in the brand, product design, artwork or associated materials.
16.4 Website content may not be copied, commercially exploited, republished or distributed beyond what is permitted by law without the permission of the relevant rights holder.
17. User submissions, reviews and feedback
17.1 Customers voluntarily submitting reviews, photographs, feedback or other content remain responsible for ensuring that their submission is lawful and does not infringe the rights of others.
17.2 Toy Haven may moderate or remove content where reasonably necessary because it is unlawful, misleading, fraudulent, abusive, infringing, irrelevant or otherwise inappropriate.
17.3 Where Toy Haven wishes to use customer-created content for marketing or another purpose beyond operation of the relevant review or submission functionality, such use will be subject to applicable law and any required permissions.
17.4 Toy Haven does not claim ownership of a customer's intellectual property merely because feedback or content is submitted through the website.
18. Third-party services and links
18.1 The website may contain links to third-party websites or use services provided by third parties, including payment, delivery, analytics or other technology providers.
18.2 Third-party websites and services may be subject to their own terms and privacy policies.
18.3 Toy Haven is not responsible for independent content or operation of third-party websites outside Toy Haven's control.
18.4 Nothing in this section excludes responsibility that applicable law places on Toy Haven in connection with a customer's purchase from Toy Haven.
19. Website availability
19.1 Toy Haven aims to keep the website reasonably available and functioning correctly.
19.2 Parts of the website may temporarily be suspended or modified for maintenance, security, technical, legal or operational reasons.
19.3 Toy Haven does not guarantee uninterrupted or error-free website availability.
19.4 This section does not affect rights concerning an order already concluded.
20. Errors and corrections
20.1 Despite reasonable care, the website may occasionally contain typographical errors, technical errors, outdated information or other inaccuracies.
20.2 Toy Haven may correct website information when an error is identified.
20.3 Correcting website information does not permit Toy Haven to retrospectively remove mandatory rights or arbitrarily alter an already concluded consumer contract.
20.4 Where an error affects an existing order, the matter will be handled according to the agreement and applicable law.
21. Privacy and personal data
21.1 Personal data submitted through the website is processed in accordance with our Privacy Policy and applicable data-protection law.
21.2 Customers should review the Privacy Policy for information concerning the collection, use, retention and sharing of personal data.
22. Liability
22.1 Toy Haven is liable in accordance with applicable law.
22.2 Nothing in these Terms excludes or limits liability where such exclusion or limitation is prohibited by law.
22.3 Toy Haven is not responsible for loss or damage caused solely by circumstances attributable to the customer, including intentional misuse or use clearly contrary to supplied safety instructions, except where applicable law provides otherwise.
22.4 Toy Haven is not responsible for independent acts or failures of third parties genuinely outside Toy Haven's responsibility, except to the extent Toy Haven remains legally responsible for those acts or failures.
22.5 Nothing in this section affects statutory rights concerning defective products, product safety, delivery, withdrawal or conformity.
23. Circumstances outside our reasonable control
23.1 Events outside Toy Haven's reasonable control may affect website operation, product availability or delivery.
23.2 Such events may include major transport disruption, natural disasters, government measures, customs disruption, strikes, war, significant supply-chain interruptions, widespread IT outages or comparable circumstances.
23.3 Toy Haven will take reasonable steps to limit the impact and communicate with affected customers where appropriate.
23.4 This section does not remove statutory rights available to a consumer where Toy Haven cannot perform an agreement within the required period.
24. Fraud, abuse and account restrictions
24.1 Toy Haven may take reasonable measures to prevent fraud, payment abuse, misuse of promotions, unauthorised access and other unlawful activity.
24.2 Toy Haven may refuse an order, restrict an account or request additional verification where there are reasonable grounds to suspect fraud or misuse.
24.3 Such measures will not be used to unlawfully discriminate against customers or avoid mandatory consumer obligations.
25. Termination of website access
25.1 A user may stop using the website at any time.
25.2 Toy Haven may suspend or terminate access to an account or part of the website where a user materially violates these Terms, abuses the website, commits fraud or creates a material security or legal risk.
25.3 Termination of website access does not remove rights or obligations relating to orders already concluded unless applicable law or the relevant agreement permits this.
26. Changes to these Terms
26.1 Toy Haven may update these Terms from time to time to reflect changes in the business, website, technology or applicable law.
26.2 The current version will be published on this page.
26.3 Unless otherwise lawfully agreed, amendments apply prospectively and do not retrospectively alter the terms governing an order already concluded.
26.4 Where a material change affects an ongoing service or relationship and prior notification is legally required, Toy Haven will provide such notification.
27. Governing law
27.1 These Terms and agreements with Toy Haven are governed by Dutch law.
27.2 Where the customer is a consumer residing in another country and mandatory consumer legislation of that country provides protections that cannot lawfully be excluded by choosing Dutch law, those mandatory protections remain applicable.
27.3 Consumer disputes shall be submitted to the court or other competent body determined by applicable law.
27.4 Nothing in this section deprives consumers of a mandatory right to bring proceedings before a court having jurisdiction under applicable consumer law.
28. Severability
28.1 If a provision of these Terms is invalid, unlawful or unenforceable, this does not automatically affect the validity of the remaining provisions.
28.2 Where legally possible, the affected provision shall be interpreted or replaced in a manner that most closely reflects its lawful purpose.
29. No waiver
29.1 If Toy Haven does not immediately enforce a provision of these Terms, this does not automatically constitute a waiver of the right to enforce that provision later.
29.2 This provision does not affect mandatory consumer rights.
30. Entire agreement
30.1 These Terms, together with relevant order information and policies expressly incorporated into the purchase agreement, form the agreement between Toy Haven and the customer concerning the relevant purchase.
30.2 Nothing in this section excludes representations, information or obligations that form part of the agreement under mandatory law.
31. Contact information
Questions regarding these Terms, orders or products may be sent to:
Toy Haven
Ekersdijk 31
7534 AX Enschede
The Netherlands
Email: info@toyhaven.nl
Chamber of Commerce (KvK): 92671403
VAT ID: NL866135303B01
For returns, withdrawal and refund procedures, please also consult our Refund Policy.
PART B – B2B / WHOLESALE / RESELLER TERMS
These B2B Terms apply to purchases made from Toy Haven by businesses, retailers, resellers, distributors, marketplace sellers and other professional customers.
They apply in addition to the relevant provisions of Part A. Where there is a conflict between Part A and these B2B Terms in relation to a business transaction, these B2B Terms shall prevail unless mandatory law provides otherwise.
By requesting a quotation, accepting an offer, placing or confirming an order, paying an invoice or accepting delivery, the customer confirms that it acts for business purposes and accepts these B2B Terms.
1. Scope and application
1.1 These B2B Terms apply to all quotations, offers, price lists, pro forma invoices, order confirmations, wholesale orders, reseller orders, pre-orders, backorders and other business transactions between Toy Haven and the customer.
1.2 These B2B Terms apply exclusively to customers acting in the course of a business or profession.
1.3 Any purchasing conditions or other general terms of the customer are expressly excluded unless Toy Haven accepts them in writing.
1.4 A separately agreed written arrangement takes precedence over these B2B Terms only to the extent that it expressly differs from them.
1.5 References to “customer” in Part B mean the business or professional party purchasing goods from Toy Haven.
2. Customer information and business status
2.1 The customer confirms that the goods are purchased in connection with its business or professional activities.
2.2 The customer shall provide complete and accurate company, VAT, billing, delivery and contact information and, where relevant, information reasonably required for customs, transport, regulatory or compliance purposes.
2.3 The customer is responsible for maintaining registrations, approvals, permits and licences required for its own commercial activities and sales channels.
2.4 Toy Haven may request reasonable evidence of the customer's business status before granting wholesale access or accepting an order.
3. Quotations and acceptance of orders
3.1 Quotations, price lists, stock indications, expected delivery dates and product information are non-binding unless expressly confirmed otherwise in writing.
3.2 An order becomes binding when accepted or confirmed by Toy Haven.
3.3 Submission of an order does not oblige Toy Haven to accept it.
3.4 Toy Haven may refuse, limit, modify or cancel an order where reasonably necessary because of:
a. stock availability;
b. supplier allocations;
c. discontinued products;
d. manufacturer or licensor changes;
e. obvious pricing or administrative errors;
f. payment or credit risk;
g. legal or compliance requirements; or
h. circumstances outside Toy Haven's reasonable control.
3.5 Obvious pricing, stock, barcode, product-description or administrative errors do not bind Toy Haven.
3.6 Conditions stated in an accepted quotation, pro forma invoice or order confirmation form part of the agreement.
4. Product sourcing, versions and distribution status
4.1 Toy Haven sources products through manufacturers, distributors, wholesalers and other established supply partners in the Netherlands, the European Economic Area and international markets.
4.2 Supply routes may differ between products, brands, batches and orders.
4.3 Products may therefore originate from different regional markets or distribution channels.
4.4 Depending on the product, brand and region, variations may occur in:
a. packaging;
b. language;
c. manuals;
d. labels;
e. EAN or UPC codes;
f. accessories;
g. inserts;
h. warranty documentation;
i. outer cartons; and
j. other market-specific presentation.
4.5 Such differences do not constitute a defect where the supplied product substantially corresponds with the agreed product, unless a particular version, packaging format, language, barcode, regional edition or other characteristic was expressly agreed in writing.
4.6 Where Toy Haven is aware of a material regional characteristic reasonably likely to affect the customer's intended resale, Toy Haven may identify that characteristic in product information, a quotation, order confirmation or other communication concerning the order.
4.7 Where a customer requires a specific regional version, packaging language, barcode, certification document, distribution status, market edition or other characteristic, the customer must communicate that requirement before the order is confirmed.
4.8 Toy Haven does not knowingly supply counterfeit goods and purchases branded goods on the basis of information, documentation and assurances reasonably available through its supply chain.
4.9 Purchase from Toy Haven does not itself grant the customer authorised-reseller, authorised-dealer, distributor, exclusive-distributor or similar status with the relevant brand.
4.10 Where Toy Haven has a specific authorised distribution, wholesale, dealership or brand relationship, that status applies only to the brands, products, territories and channels covered by the relevant arrangement.
4.11 Nothing in these Terms authorises Toy Haven or the customer to import, market, advertise or resell products contrary to applicable intellectual-property, product-safety or other mandatory law.
4.12 No representation is made that every product is suitable for resale in every country, territory or platform.
4.13 The customer should inform Toy Haven before ordering where a particular destination market, sales channel or platform is essential to its purchasing decision.
5. Product information and specifications
5.1 Toy Haven takes reasonable care to provide accurate product descriptions, specifications, images and other information.
5.2 Images may be illustrative and manufacturers may make minor changes to packaging, artwork, accessories, labels or specifications without prior notice.
5.3 Minor variations that do not materially affect the identity or normal commercial use of the product do not constitute non-conformity.
5.4 The customer is responsible for confirming before ordering whether a particular characteristic is essential for its intended market or sales channel.
6. Prices and VAT
6.1 Unless expressly stated otherwise, B2B prices exclude VAT, transport, insurance, customs duties, import charges and other transaction-specific costs.
6.2 Prices may depend on quantity, account tier, product availability, supplier pricing, exchange rates and agreed delivery terms.
6.3 Toy Haven may adjust prices before final order confirmation where supplier pricing, exchange rates, transport costs, taxes, duties or other material cost components change.
6.4 Once an order has been finally confirmed, a price adjustment applies only where agreed, permitted by the agreement or otherwise allowed by applicable law.
6.5 Discounts, rebates and customer-specific prices apply only to the transaction or period for which they were granted unless otherwise agreed in writing.
7. Payment
7.1 Unless otherwise agreed in writing, payment is due in advance.
7.2 Toy Haven is not required to reserve, order, release or dispatch goods until the agreed payment has been received.
7.3 Where payment terms have been granted, invoices must be paid within the agreed payment period.
7.4 Payment must be made without deduction, withholding or suspension except where mandatory law provides otherwise.
7.5 Late payment may result in suspension of pending deliveries, withdrawal of payment terms or suspension of wholesale account access.
7.6 Statutory commercial interest may be charged on overdue amounts.
7.7 Reasonable extrajudicial and collection costs may be charged where legally permitted.
7.8 Bank charges, currency-conversion costs and payment-provider charges caused by the customer's chosen payment method may be charged to the customer where agreed or legally permitted.
8. Set-off and suspension by the customer
8.1 To the extent permitted by law, the customer may not set off amounts owed to Toy Haven against a claim against Toy Haven unless:
a. Toy Haven has expressly acknowledged the claim in writing; or
b. the claim has been irrevocably established by a competent court.
8.2 To the extent permitted by law, the customer may not suspend payment obligations on the basis of a disputed counterclaim.
8.3 Nothing in this section limits rights that cannot legally be excluded.
9. Credit limits and security
9.1 Where Toy Haven supplies on credit or deferred-payment terms, Toy Haven may establish or amend a reasonable credit limit.
9.2 Toy Haven may request advance payment, partial prepayment, a deposit or other reasonable security where:
a. payment history gives reasonable cause for concern;
b. the size of the order materially exceeds previous orders;
c. the customer's financial situation materially changes; or
d. there are other reasonable grounds to question timely payment.
9.3 Toy Haven may suspend performance until the requested security is provided.
10. Pre-orders, backorders and allocations
10.1 Pre-orders, backorders and future releases may depend on manufacturers, licensors, distributors and suppliers.
10.2 Release dates and expected delivery dates are estimates unless expressly agreed as fixed.
10.3 Manufacturers, licensors or suppliers may postpone, modify, allocate, reduce or cancel products or quantities.
10.4 Where Toy Haven receives less stock than ordered, available quantities may be allocated between customers on a reasonable commercial basis.
10.5 Toy Haven does not guarantee that the full quantity requested in a future-release, allocation or pre-order will be supplied unless expressly confirmed otherwise.
10.6 Where a product cannot be supplied, Toy Haven may cancel the affected quantity and refund or credit amounts paid for the undelivered goods.
10.7 Unless otherwise agreed, delay affecting one product does not automatically entitle the customer to cancel unaffected products in the same order.
11. Delivery and transport
11.1 Delivery methods, transport costs and expected transit times are agreed per order.
11.2 Where an Incoterm is expressly stated in a quotation, invoice or order confirmation, the applicable Incoterms® rules govern the relevant delivery obligations and transfer of risk.
11.3 Where no different delivery term has been agreed, risk transfers when the goods are handed to the carrier or collected by or on behalf of the customer.
11.4 Transport arranged by Toy Haven may be performed by independent carriers, freight forwarders and logistics providers.
11.5 Delivery dates and transit times are indicative unless expressly agreed as fixed.
11.6 Toy Haven is not liable for transport delays outside its reasonable control.
11.7 The customer shall ensure the delivery location is accessible and an authorised recipient is available where required.
11.8 Additional costs resulting from incorrect delivery details, refused deliveries, unavailable recipients, storage, remote-area surcharges or re-delivery may be charged to the customer where attributable to the customer.
12. Inspection upon delivery
12.1 The customer shall inspect delivered goods promptly after receipt.
12.2 Visible transport damage, shortages and incorrect deliveries must be reported to Toy Haven in writing within 48 hours after receipt.
12.3 The report should contain information reasonably required to investigate the matter, including photographs where appropriate.
12.4 Packaging and shipping materials should be retained where reasonably necessary for a carrier, supplier or insurance claim.
12.5 The 48-hour period concerns readily observable transport damage, shortages and incorrect deliveries and does not automatically exclude a claim concerning a hidden defect that could not reasonably have been discovered during initial inspection.
12.6 Hidden defects must be reported promptly after discovery.
13. International orders, customs and import requirements
13.1 Responsibility for customs clearance, duties, taxes, declarations and import formalities follows the agreed delivery terms.
13.2 The customer is responsible for informing Toy Haven before ordering of destination-specific import, labelling, language or other local-market requirements that are relevant to the customer's intended use or resale.
13.3 Unless otherwise agreed, the customer is responsible for import registrations, duties, taxes and similar destination charges allocated to it under the applicable delivery terms.
13.4 Toy Haven is not responsible for delays caused by customs inspections, border controls or government measures outside its reasonable control.
13.5 If goods are returned because the customer fails to complete import formalities for which the customer is responsible, resulting transport, storage, duty, customs and return costs may be charged to the customer.
14. Product compliance and documentation
14.1 Each party remains responsible for the legal obligations applying to it according to its role in the supply chain.
14.2 Toy Haven shall fulfil the product-safety and compliance obligations legally applicable to Toy Haven.
14.3 The customer remains responsible for obligations arising from its own role as retailer, reseller, distributor, importer, exporter or other economic operator in the market in which it operates.
14.4 Where available and relevant, Toy Haven may provide product or compliance documentation received from manufacturers or suppliers.
14.5 Where specific documentation is essential to the customer's intended resale, marketplace listing, tender or import process, including:
a. declarations of conformity;
b. test reports;
c. certificates;
d. safety documentation;
e. brand documentation; or
f. other specific documentation,
the customer must request confirmation of its availability before confirming the order.
14.6 Toy Haven does not guarantee acceptance of particular documentation by a marketplace, government authority or other independent third party unless expressly agreed in writing.
14.7 The customer may not remove, obscure or alter mandatory product-safety information, traceability information, warnings, manufacturer or importer details or conformity markings in a manner contrary to applicable law.
15. Resale and sales channels
15.1 The customer independently determines where and how it resells goods, subject to applicable law and restrictions expressly communicated in relation to the relevant products.
15.2 The customer is responsible for its own:
a. listings;
b. advertising;
c. product descriptions;
d. selling prices;
e. consumer communications;
f. customer service;
g. tax obligations; and
h. marketplace accounts.
15.3 Toy Haven does not guarantee acceptance of products, invoices or documentation by Amazon, bol, eBay, TikTok Shop, Kaufland, MediaMarkt or any other third-party marketplace or platform unless expressly agreed.
15.4 Marketplace policies, brand-gating requirements, category restrictions and documentation standards are determined independently by the relevant platform and may change.
15.5 The customer may not represent itself as an authorised reseller, distributor, exclusive distributor or official partner of a brand unless such authorisation exists.
15.6 The customer may use product names and brand references to the extent legally permitted for legitimate resale activities.
16. Intellectual property
16.1 Intellectual-property rights relating to brands, characters, logos, artwork, packaging, designs and products remain with their respective rights holders.
16.2 Purchase from Toy Haven does not transfer any trademark, copyright, design right, licence or other intellectual-property right.
16.3 Brand rights, territorial exclusivity, reseller status, marketing rights or distribution rights must be expressly agreed where applicable.
16.4 Neither party may use the other party's trade name, trademarks or branding in a manner falsely suggesting partnership, agency, authorisation or endorsement.
17. Warranty and aftersales
17.1 B2B warranty and aftersales support shall be provided in accordance with the agreement, applicable law and, where relevant, support reasonably available to Toy Haven through its supplier.
17.2 Manufacturer or regional distributor warranty arrangements may differ between products and regional versions.
17.3 Unless expressly confirmed otherwise, the customer should not assume that a particular manufacturer's local warranty programme applies to every product supplied by Toy Haven.
17.4 The customer remains responsible for legal warranty and consumer-law obligations arising from its own resale to its customers.
17.5 Toy Haven will reasonably cooperate where a valid product defect or supplier warranty claim arises.
17.6 B2B warranty does not cover damage caused after transfer of risk by circumstances including:
a. incorrect storage;
b. improper transport;
c. misuse;
d. abnormal use;
e. unauthorised modification or repair;
f. improper handling; or
g. normal wear and tear.
18. Complaints and returns
18.1 B2B customers do not have the statutory consumer right of withdrawal.
18.2 Returns require prior written approval from Toy Haven.
18.3 Visible defects, shortages and incorrect products must be reported within the inspection period set out in these Terms.
18.4 Hidden defects must be reported promptly after discovery.
18.5 The customer shall provide photographs, batch information, serial numbers, barcodes or other reasonable evidence where requested.
18.6 Where a complaint is accepted, Toy Haven may, depending on the circumstances and applicable agreement:
a. repair the product;
b. replace it;
c. issue credit;
d. provide an appropriate price reduction; or
e. refund the affected product.
18.7 Products cannot normally be returned solely because of minor packaging, artwork, barcode, language, batch or regional variations that do not materially affect the agreed product.
18.8 Products ordered specifically for a customer, allocated stock, special orders and pre-orders are normally non-returnable unless otherwise agreed or required by law.
18.9 Goods returned without prior approval may be refused.
19. Cancellation
19.1 Confirmed B2B orders cannot be cancelled without Toy Haven's agreement.
19.2 Where Toy Haven accepts cancellation, reasonable costs already incurred specifically for the order may be deducted from any refund or credit where legally permitted.
19.3 Special orders, supplier orders, allocated products and goods specifically ordered or reserved for the customer may become non-cancellable once Toy Haven has committed to the supplier.
19.4 Cancellation of one part of an order does not automatically cancel unaffected portions of the order.
20. Retention of title
20.1 Ownership of goods supplied by Toy Haven remains with Toy Haven until the customer has paid in full all amounts due in respect of those goods and the relevant agreement.
20.2 Until ownership transfers, the customer shall take reasonable care of the goods.
20.3 Where reasonably practicable, goods subject to retention of title shall remain identifiable as goods supplied by Toy Haven.
20.4 The customer may resell goods subject to retention of title in the ordinary course of its business unless Toy Haven has suspended that right because amounts are materially overdue.
20.5 The customer may not pledge goods subject to Toy Haven's retention of title or grant another party security over them outside the ordinary course of business.
20.6 Where the customer fails to pay amounts when due and Toy Haven is legally entitled to recover goods subject to retention of title, the customer shall reasonably cooperate with that recovery.
20.7 Exercise of retention-of-title rights remains subject to applicable mandatory law, including insolvency and bankruptcy rules.
21. Product recalls and safety matters
21.1 Both parties shall reasonably cooperate where a recall, safety notice, corrective action or authority request affects goods supplied under an order.
21.2 Each party is responsible for actions, records and notifications legally required according to its role in the supply chain.
21.3 The customer shall promptly provide information reasonably required to trace affected products through its distribution network.
21.4 The customer shall not continue making a product available where it knows, or has been formally notified, that doing so would breach applicable product-safety law.
21.5 Neither party shall knowingly make misleading statements about a safety matter or recall.
22. Confidentiality
22.1 Non-public information concerning:
a. wholesale pricing;
b. discounts;
c. supplier information;
d. sourcing arrangements;
e. account conditions;
f. commercial agreements;
g. product-release information; and
h. non-public documentation
shall be treated as confidential where its confidential nature is reasonably apparent.
22.2 Neither party shall disclose confidential information received from the other except:
a. where reasonably necessary to perform the agreement;
b. to professional advisers subject to confidentiality obligations;
c. to employees or contractors who reasonably need the information; or
d. where disclosure is required by law or a competent authority.
22.3 Information that is already public through no breach of confidentiality or is independently obtained lawfully is not confidential for purposes of this section.
23. Suspension and termination
23.1 Toy Haven may suspend performance or further deliveries where:
a. the customer fails to pay amounts when due;
b. the customer materially breaches the agreement;
c. the customer provides materially inaccurate business information;
d. required security is not provided;
e. Toy Haven has reasonable grounds to believe the customer will not perform its payment obligations; or
f. continued performance would create material legal, compliance or sanctions risk.
23.2 Where a breach can reasonably be remedied, Toy Haven may provide the customer with a reasonable opportunity to remedy it.
23.3 Toy Haven may terminate the affected agreement immediately where continuation would be unlawful or where permitted because the customer enters bankruptcy, liquidation or comparable insolvency proceedings.
23.4 Suspension or termination does not affect amounts already due.
24. Force majeure and circumstances outside reasonable control
24.1 Neither party is liable for failure or delay caused by circumstances outside its reasonable control.
24.2 Such circumstances may include:
a. manufacturer or supplier disruption;
b. product shortages;
c. discontinued products;
d. licensing changes;
e. transport disruption;
f. port congestion;
g. customs measures;
h. strikes;
i. natural disasters;
j. government measures;
k. war or civil disturbance;
l. sanctions;
m. widespread IT or telecommunications failures; and
n. comparable events.
24.3 Toy Haven may reasonably suspend, delay or modify affected performance while such circumstances continue.
24.4 If performance becomes permanently impossible, the affected portion of the order may be terminated.
24.5 Amounts paid for goods that can no longer be supplied shall be refunded or credited, subject to costs that are legitimately non-refundable under the relevant agreement and applicable law.
25. Liability
25.1 To the maximum extent permitted by law, Toy Haven is liable only for direct loss attributable to a contractual breach by Toy Haven.
25.2 Except where a different limitation has expressly been agreed, Toy Haven's total contractual liability relating to an order shall not exceed the net invoice value of the goods directly giving rise to the claim.
25.3 To the maximum extent permitted by law, Toy Haven shall not be liable for indirect or consequential commercial loss, including:
a. loss of profit;
b. loss of turnover;
c. loss of margin;
d. loss of customers;
e. loss of business opportunities;
f. reputational loss; or
g. other consequential economic loss.
25.4 Toy Haven is not liable for loss caused by improper storage, handling, alteration, repackaging, relabelling, modification or use of products by the customer or another party after transfer of risk.
25.5 Toy Haven is not responsible for independent decisions of marketplaces, brand owners, carriers, customs authorities, payment providers or other third parties unless the relevant loss was directly caused by a breach attributable to Toy Haven.
25.6 Toy Haven is not liable for loss arising solely because the customer failed to disclose before ordering a specific market, platform, certification, packaging, language or documentation requirement that was material to its purchasing decision.
25.7 Nothing in these Terms excludes or limits liability for:
a. intent or deliberate misconduct;
b. liability that cannot legally be excluded or limited; or
c. any other circumstance in which exclusion would be contrary to mandatory law.
26. Indemnification
26.1 The customer shall indemnify Toy Haven against reasonable third-party claims, losses and costs resulting directly from the customer's:
a. unlawful resale;
b. misleading advertising;
c. unlawful relabelling;
d. unlawful repackaging;
e. unauthorised modification;
f. unlawful import or export activity;
g. infringement caused by materials independently added by the customer; or
h. unlawful marketplace activity.
26.2 The indemnity does not apply to the extent the relevant claim was caused by Toy Haven or by circumstances for which Toy Haven is legally responsible.
26.3 Toy Haven shall notify the customer within a reasonable period of a relevant third-party claim for which indemnification is requested.
27. Electronic communication and evidence
27.1 Quotations, order confirmations, invoices, emails, B2B portal communications and other electronic communications may form part of the agreement.
27.2 Payment of an agreed pro forma invoice, written order confirmation, electronic acceptance or acceptance of delivery may constitute acceptance of the applicable B2B Terms.
27.3 Business communications conducted through commonly used electronic messaging services, including communications between authorised representatives of the parties, may form part of the factual record concerning an order.
27.4 Subject to applicable law and the right of either party to provide counter-evidence, Toy Haven's administrative records, order systems, invoices, delivery records, email records and other business records may serve as evidence concerning transactions between the parties.
27.5 Electronic signatures and electronic acceptance methods may be used where legally valid.
28. Customer account and authorised representatives
28.1 The customer is responsible for controlling access to its wholesale account.
28.2 Orders submitted through the customer's account or by persons reasonably appearing to be authorised representatives may be relied upon by Toy Haven unless Toy Haven has been notified that the person is not authorised.
28.3 The customer shall promptly notify Toy Haven of suspected unauthorised account access.
28.4 Toy Haven may temporarily suspend account access where reasonably necessary for security purposes.
29. Changes to B2B Terms
29.1 Toy Haven may amend these B2B Terms from time to time.
29.2 The version applicable to an individual order is generally the version in effect when that order is accepted.
29.3 Changes made after an order has been confirmed do not retrospectively alter that order unless:
a. the parties agree otherwise; or
b. the change is required by mandatory law.
30. Governing law and jurisdiction
30.1 Agreements with Toy Haven are governed by Dutch law.
30.2 The United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded to the extent legally permitted.
30.3 Disputes shall be submitted to the competent court in the Netherlands unless mandatory law provides otherwise.
30.4 Before initiating legal proceedings, the parties shall, where reasonably possible, attempt to resolve the dispute through good-faith commercial discussions.
31. Severability
31.1 If a provision of these B2B Terms is found to be invalid, void or unenforceable, the remaining provisions remain effective.
31.2 Where legally possible, the affected provision shall be interpreted or replaced in a manner that most closely reflects its intended lawful commercial purpose.
32. No waiver
32.1 Failure or delay by Toy Haven in exercising a right does not automatically constitute waiver of that right.
32.2 A waiver concerning one breach does not automatically constitute waiver concerning another breach.
33. Assignment
33.1 The customer may not transfer its rights or obligations under an agreement with Toy Haven to another party without Toy Haven's prior written consent where such consent may lawfully be required.
33.2 Toy Haven may transfer an agreement or relevant rights and obligations as part of a legitimate business transfer, restructuring or transfer of the relevant business activities, subject to applicable law.
34. Relationship between the parties
34.1 A purchase from Toy Haven does not create an agency, partnership, joint venture, franchise or employment relationship between Toy Haven and the customer.
34.2 Neither party has authority to enter into obligations on behalf of the other unless expressly authorised in writing.
35. Entire agreement and order of precedence
35.1 The applicable quotation, accepted order confirmation, invoice, expressly agreed written arrangements and these B2B Terms together form the agreement concerning the relevant transaction.
35.2 Where documents conflict, the following order of precedence applies unless expressly agreed otherwise:
a. individually negotiated written terms;
b. the accepted order confirmation or quotation;
c. these B2B Terms; and
d. other general website provisions.
35.3 No oral statement changes the agreement unless subsequently confirmed in writing where written confirmation is reasonably required.
36. Final provisions
36.1 Headings are included for convenience and do not affect interpretation.
36.2 References to writing include electronic communication where appropriate.
36.3 References to applicable law include mandatory laws and regulations applicable to the relevant transaction.
36.4 These B2B Terms are intended to allocate commercial responsibilities between professional parties and do not exclude obligations that cannot legally be excluded.
CONTACT INFORMATION
Questions regarding these Terms of Service may be sent to:
Toy Haven
Ekersdijk 31
7534 AX Enschede
The Netherlands
Email: info@toyhaven.nl
Chamber of Commerce (KvK): 92671403
VAT ID: NL866135303B01