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General Terms and Conditions
For the purposes of these terms and conditions:
1. Service provider: the natural or legal person who offers products, (access to) digital content and/or services (remotely) to Consumer Buyers;
2. Buyer: the natural person or legal entity who enters into a distance contract and/or agreement with the Service Provider, including the Consumer Buyer Buyer and/or Business Buyer;
3. Consumer Buyer Buyer: the Buyer who is a natural person, not acting in the exercise of a profession or business;
4. Business Buyer: the Buyer not being a Consumer Buyer Buyer;
5. Agreement: the agreement concluded between the Service Provider and the Consumer Buyer, including the Distance Contract;
6. Distance Contract: the Agreement which is concluded outside the Service Provider’s sales premises by means of an organized system (e.g. a webshop) with the aim of making it possible to sell products, digital content and/or services at a distance;
7. Ancillary contract: an agreement whereby the Consumer Buyer acquires products, digital content and/or services in connection with a distance contract and these goods, digital content and/or services are supplied by the Service Provider or by a third party on the basis of an agreement between that third party and the Service Provider;
8. Withdrawal period: the period within which the Consumer Buyer may exercise his right of withdrawal;
9. Day: calendar day;
10. Digital content: data produced and delivered in digital form;
11. Continuing performance contract: an agreement for the regular supply of goods, services and/or digital content during a certain period of time;
12. Durable medium: any tool – including e-mail – that enables the Consumer Buyer or Service Provider to store information addressed to him personally in a way that allows for future consultation or use for a period of time appropriate to the purpose for which the information is intended, and that allows unaltered reproduction of the stored information;
13. Right of withdrawal: the possibility for the Consumer Buyer to waive the distance contract within the withdrawal period.
14. Model withdrawal form: the European model withdrawal form used for withdrawal;
15. Means of distance communication: means that can be used for the conclusion of an agreement, without the Consumer Buyer and the Service Provider having to be in the same room at the same time;
16. Terms and Conditions: the present terms and conditions of sale and delivery.
1. These Terms and Conditions always apply to all offers made by the Service Provider and to any Agreement concluded, including a Distance Contract between the Service Provider and the Buyer.
2. In the event of a written offer or written order confirmation from the Service Provider, this offer or order confirmation shall be deemed to reflect the entire Agreement and shall replace all prior written and verbal agreements, statements and/or conduct by the parties. Changes to/additions to the text of the offer or order confirmation only form part of the Agreement if this is explicitly acknowledged by the Service Provider in writing, whereby in the event of any inconsistency the text of the offer or order confirmation shall prevail.
3. The Service Provider reserves the right to unilaterally amend these Terms and Conditions to the extent that the performance to be provided by the Service Provider as a result of this amendment does not materially deviate from the performance promised. The Buyer will be deemed to have accepted the amendments in question if the Service Provider has not received a written objection from the Buyer within 14 Days of the written notification of the amendment.
4. Offers made by the Service Provider shall have a limited validity of 10 working days, unless otherwise indicated in writing. The Service Provider has the right to revoke an offer accepted by the Buyer within two working days of receipt of acceptance thereof. The Buyer cannot derive any rights from information on offers, leaflets, advertising materials or the Service Provider’s website.
5. If , for any reason whatsoever, any provision of these general terms and conditions is not valid, the other provisions will remain in force and the parties will negotiate the content of the new provision, which provision comes as close as possible to the purport of the original provision.
1. If no specific standards or regulations have been agreed upon, the Service Provider shall deliver in accordance with what the Buyer could reasonably assume.
2. The Services offered by the Service Provider have those characteristics that the Service Provider has made known with regard to the services. The Service Provider does not guarantee that the services are suitable for the purpose the Buyer wishes to sue them, not even if this purpose has been made known to the Service Provider. The services may deviate slightly from any demos of services and/or services which has been made available or were provided to the Buyer to give an indication of the service.
1. Unless otherwise agreed, prices are inclusive of VAT and exclusive of transport and packaging.
2. Price increases resulting from additions and/or changes to the order and/or specification of the services to be delivered at the oral or written request of the Buyer are entirely at the expense of the Buyer.
3. All costs resulting from circumstances that the Service Provider did not reasonably have to take into account when entering into the Agreement shall be borne by the Buyer.
4. All payments by the Buyer to the Service Provider must, unless otherwise agreed upon in the Agreement, be made to a bank account number in euros to be designated by the Service Provider and no later than fourteen (14) Days after the commencement of the Withdrawal Period, in the event that there is no Withdrawal Period the payment has to be made no later than fourteen (14) Days after the Buyer has received a confirmation of the Agreement, in the event that the Agreement provides a service, four, eight or twelve months after the Consumer Buyer has received confirmation of the Agreement. This concerns a ‘period determined for payment’ within the meaning of Section 6:83 sub a of the Dutch Civil Code (BW).
5. If the Buyer remains in default after expiry of the period referred to in the previous paragraph, the Service Provider will declare him to be in default, as a result of which the Buyer will be in default, with at least the following consequences:
a. Buyer will owe interest equal to the statutory interest applicable at that time for non-commercial transactions (on 1-1-2020 this interest rate was 2% per year) on the outstanding invoice(s);
b. Buyer will owe collection costs, which will be calculated as follows on the outstanding part of the principal sum:
i. over the first € 2.500,00: 15%
ii. over the following € 2.500,00: 10%
iii. over the following € 5.000,00: 5%
iv. over the following € 190.00,00: 1%
v. above € 200.000,00: 0,5%;
vi. the collection costs amount to a minimum of € 20,00 and a maximum of € 3.500,00.
6. Payments made by the Buyer shall first be deducted from all costs and interest owed and then from the longest outstanding invoices, even if the Buyer states that the payment relates to (a) later invoice(s).
7. If indicated by the Service Provider, the Buyer is entitled and obliged (as well) to pay in any other way than in cash, for example – but not limited to – by transfer of goods (tendering in payment).
8. Unless expressly agreed otherwise in writing in the Agreement (such as by means of a fixed price), the Service Provider will perform its work at least at an hourly rate of € 70 and external costs will be charged directly to the Buyer. Any advance payments will only be settled with (and therefore be considered to have been paid until at least) the last invoice to the Buyer.
9. Price increases resulting from additions and/or changes to the order made at the oral or written request of the Buyer are entirely for the account of the Buyer.
10. All payments by the Buyer to the Service Provider must be made into a bank account to be designated by the Service Provider, without suspension or setoff , in euros and no later than fourteen (14) days after the invoice date. Advances must be paid on the invoice date itself. These are ‘strict deadlines’ (voor de voldoening bepaalde termijnen) within the meaning of section 6:83(a) of the Dutch Civil Code (Burgerlijk Wetboek).
11. In the absence of full and timely payment as referred to in the previous paragraph, the Buyer shall be in default by operation of law with at least the following consequences:
a. Buyer shall own interest of 1.5% per month on the outstanding invoice/invoices;
b. Buyer will owe extrajudicial collection costs (buitengerechtelijke incassokosten) of 15% of the outstanding invoice/invoices with a minimum of € 250,00;
c. If the Service Provider engages the Buyer in legal proceedings in respect of its payment obligations, the Buyer will also owe, in addition to the foregoing paragraphs, the actual costs incurred by the Service Provider in this respect (such as legal fees, bailiff’s fees, court registry fees, etc.).
12. The Service Provider will at all times be entitled to require the Buyer to provide security and/or advance payment for the fulfilment by the Buyer of its obligations under the Agreement. This applies in any event in case that any deadline of payment is exceeded, or in the event of any other failure in respect of this Agreement or in respect of any other Agreement on the part of the Buyer. The Buyer will comply with this at first request.
1. Unless explicitly agreed otherwise in writing, the Service provider shall retain the copyrights, the patent rights and all other industrial and/or intellectual property rights to the work carried out by it, offers made, designs, images, drawing, (trial)models, recipes, software, etc.
2. Unless explicitly agreed otherwise in writing, the rights to the data referred to in this article will remain the property of the Service provider, regardless of whether costs have been charged to the Buyer for the production thereof.
3. All information, either verbally or in writing, provided by the Service provider to the Buyer, shall remain property of the Service provider and may only be used by the Business Buyer for the purpose for which it has been provided.
4. The Buyer will not provide the Service provider’s information to third party in any way whatsoever, except to the extent reasonably necessary in connection with the proper performance of the Agreement and then only after and to the extent that a confidentiality obligation has been agreed upon.
Article 6, Article 7, Article 8, Article 9 and Article 10 apply to the agreement between Service Provider and Consument Buyer.
1. Immediately upon delivery (in any cases within two (2) months of receipt), the Consumer Buyer Buyer must check the delivery for quantities, quality, visible damage, properties or defects and report this to the Service Provider in writing or by email, stating the order and/or invoice number and sending (a copy of) the waybill. After the expiry of the period, the delivery shall be deemed to comply with the Agreement.
2. The Consumer Buyer Buyer can no longer invoke defects other than those referred to in the previous paragraph if he has not complained to the Service Provider in writing two (2) months after he has discovered the defect or should reasonably have discovered it.
3. If the Consumer Buyer Buyer processes or has the delivery processed in whole or in part, then the Consumer Buyer has approved the delivery. In that case, all liability of the Service Provider will lapse.
1. A delivery period agreed upon by the parties commences after the Service Provider has received all information necessary for the delivery and, if agreed, has received a (pre)payment from the Consumer Buyer Buyer .
2. An agreed delivery period can under no circumstances be regarded as a final deadline. In the event that the Service Provider fails to meet the delivery deadline or fails to meet it on time, the Consumer Buyer Buyer shall declare the Service Provider in default in writing and offer the Service Provider the opportunity to meet its obligations within a reasonable period in time.
3. In case the Consumer Buyer Buyer has ordered products (as well), the products shall be delivered no later than thirty (30) days after the Service Provider has accepted the order. If delivery within this period is impossible, the Service Provider will inform the Consumer Buyer Buyer of this as soon as possible. In that case, the Consumer Buyer Buyer has the option of reclaiming any advance payment for the order within seven (7) days of receiving the notification. In such case, the Service Provider shall refund the advance payment to the Consumer Buyer Buyer within thirty (30) days.
4. The Service Provider shall be entitled to deliver in parts, whereby each partial delivery may be invoiced separately.
5. The risks for the products mentioned in paragraph 3 shall pass from the Service Provider to the Consumer Buyer Buyer at the time of delivery.
Home delivery
6. If the Consumer Buyer Buyer makes use of a carrier offered by the Service Provider for transport, delivery will take place at the moment that the Consumer Buyer Buyer, or a third party appointed by the Consumer Buyer Buyer who takes receipt of the product, or at least a third party who takes receipt of the product on behalf of the Consumer Buyer Buyer, with the exception of the carrier, received the product.
7. In the case of paragraph 6, the transport of the products is at the risk of the Service Provider and at the expense of the Consumer Buyer Buyer.
Own carrier
8. If the Consumer Buyer Buyer uses a carrier for transport, other than a mode of transport offered by the Service Provider, delivery shall take place when the carrier takes receipt of the product.
9. In the case of paragraph 8, the transport of the products is at the risk and expense of the Consumer Buyer Buyer.
1. The Consumer Buyer Buyer may, if he is not acting in the exercise of a profession or business, dissolve the Distance Contract within the Withdrawal Period.
2. The Consumer Buyer Buyer communicates this dissolution of the Distance Contract to the Service Provider by means of the Model Withdrawal Form, via an electronic form that the Service Provider offers on its website for this purpose or in another unambiguous manner.
3. The Withdrawal Period is fourteen (14) days.
For products:
4. Day of receipt is the day on which the Consumer Buyer Buyer, or a third party designated by the Consumer Buyer Buyer to take receipt of the product, or at least a third party taking receipt of the product on behalf of the Consumer Buyer Buyer, with the exception of the carrier, has received the product (hereinafter: the Day of receipt).
5. In case of paragraph 4, the Withdrawal Period mentioned in paragraph 3 shall commence:
a. the Day after the Day of receipt;
b. in the case that the Consumer Buyer Buyer has ordered several products in one (1) order, the Day of receipt of the last product;
c. in the event that the Consumer Buyer Buyer’s order contains a product that will be delivered in multiple shipments or that consists of multiple parts, the Day of receipt of the last shipment or the last part;
d. in case of regular delivery of products during a certain period of time, the Day of receipt of the first product.
For services and digital content:
6. The Consumer Buyer Buyer may dissolve the Distance Contract in accordance with paragraphs 1 and 3 of this article if the Distance Contract relates to the supply of a service or digital content which is not supplied on a tangible medium and the Consumer Buyer Buyer has not given express prior consent – and has thereby declared – to waive and has thereby waived his right to terminate.
a. In the case of paragraph 6, the Withdrawal Period referred to in paragraph 3 commences on the Day on which the Distance Contract is concluded.
b. If the Service Provider has not provided the legally required information about the right of withdrawal or the Model Withdrawal Form described in Paragraph 6, the Withdrawal Period will end fourteen (14) Days after he has done so.
c. If the Service Provider has not provided the legally required information about the right of withdrawal or the Model Withdrawal Form for an agreement as described in paragraph 5, the Withdrawal Period will in any case end twelve (12) months after the Withdrawal Period mentioned in sub a. above.
Obligations Consumer Buyer:
7. During the Withdrawal Period, the Consumer Buyer Buyer may unpack or use the product for the purpose of determining the nature, characteristics and functioning of the product in a way that he would do as well in a shop. The Consumer Buyer Buyer shall handle the product and its packaging with care and shall limit the unpacking or use of the product to a minimum that is reasonably necessary in view of the purpose stated in this paragraph.
8. The Consumer Buyer Buyer is liable for the reduction of value that occurs as a result of unpacking or use that exceeds the provisions of paragraph 7.
9. If the Service Provider did not provide the Consumer Buyer Buyer with all legally required information regarding the right of withdrawal before or when concluding the Distance Contract, the Consumer Buyer Buyer will not be liable for the reduction in value referred to in paragraph 7.
10. The Consumer Buyer Buyer will send the product, including all accessories, in its – as far as reasonably possible – original condition.
11. The Consumer Buyer Buyer shall bear the costs of the return shipment.
12. The burden of proof regarding the provisions in paragraphs 7 through 11 lies with the Consumer Buyer Buyer.
Obligations Service Provider in the event of withdrawal
13. If the Service Provider makes it possible for the Consumer Buyer Buyer to report the withdrawal electronically and the Consumer Buyer Buyer makes use of this possibility, the Service Provider will immediately send the Consumer Buyer Buyer an acknowledgement of receipt of this report.
14. The Service Provider will immediately reimburse all costs paid by the Consumer Buyer Buyer, in any event within fourteen (14) Days. If the Service Provider offers to collect the product itself, the Service Provider may postpone reimbursement of the costs until the moment that it receives the product or the Consumer Buyer Buyer has demonstrated that he returned the product. If, when concluding the Distance Contract, the Consumer Buyer Bueyr has opted for a method of delivery that is more expensive than the cheapest method of delivery offered by the Service Provider, the Service Provider may limit the reimbursable costs to the costs of the cheapest delivery.
Exclusion of the right of withdrawal:
15. The Service Provider excludes the Consumer Buyer Buyer’s right of withdrawal for the following products/services by mentioning this in the offer or in any case in good time prior to the conclusion of the agreement:
a. Service contracts, after full performance of the service, but only if:
i. performance has commenced with the Consumer Buyer’s express prior consent; and
ii. the Consumer Buyer has declared that he loses his right of withdrawal as soon as the Service Provider has fully performed the contract;
b. Sealed audio, video recording and computer software, of which the seal has been broken after delivery;
c. The supply of digital content other than on a material carrier, but only if:
i. the execution has started with the explicit prior consent of the Consumer Buyer; and
ii. the Consumer Buyer has declared that he thereby loses his right of withdrawal.
16. The Consumer Buyer only has the Right of Withdrawal referred to in this article only if he has concluded a Distance Contract with the Service Provider.
Termination:
1. If the Agreement has been concluded for an indefinite period of time or for a definite period of time with a duration of more than 1 (one) year, both the Service Provider and the Consumer Buyer Buyer may terminate the Agreement in writing with due observance of a notice period of 1 (one) month. If the Agreement has not been concluded in writing, both the Service Provider and the Consumer Buyer Buyer may terminate the Agreement in a corresponding matter.
Renewal:
2. If the Agreement is an agreement for the regular delivery of products or services and is tacitly extended or renewed in an agreement for a definite or indefinite period of time, both the Service Provider and the Consumer Buyer Buyer may terminate the continued agreement at any time with due observance of a notice period of 1 (one) month.
Duration:
3. If the Agreement has a fixed term of more than one year or an indefinite term, both the Service Provider and the Consumer Buyer Buyer may terminate the Agreement at any time with due observance of a notice period of 1 (one) month.
1. Complaints about the execution of the Agreement must be submitted to the Service Provider within a reasonable time after the Consumer Buyer Buyer has discovered the defects, complete and clearly described.
2. Complaints submitted to the Service Provider will be answered within a period of 14 Days from the date of receipt. If a complaint requires a foreseeable longer processing time, the Service Provider will respond within the period of 14 Days with a message of receipt and an indication of when the Consumer Buyer Buyer can expect a more detailed answer.
3. The Consumer Buyer Buyer should give the Service Provider at least 4 weeks to solve the complaint in mutual consultation. After this period, a dispute arises that is subject to dispute resolution.
Article 11, Article 12, Article 13, Article 14, Article 15 and Article 16 apply to the agreement between Service Provider and Business Buyer.
1. Business Buyer must immediately upon delivery (in any case within seven (7) Days after receipt) inspect the delivered goods for quantities, quality, visible damage, properties or defects and report this to the User in writing or by e-mail under stating the order and/or invoice number and sending (a copy of) the consignment note. After this period has expired, the goods are deemed to comply with the Agreement.
2. The Business Buyer can no longer invoke defects other than those referred to in the previous paragraph if he has not made a written complaint to the User within seven (7) Days after he has discovered or should reasonably have discovered the defect.
3. If the Business Buyer processes or has processed the items in whole or in part, the Business Buyer has approved the items. In that case, any liability of the User will lapse.
1. The terms applicable to the Service provider are not fatal, unless the parties have explicitly agreed otherwise in the Agreement in writing. An agreed term that applies to the Service provider will only commence after the Agreement has been concluded and all data necessary for the implementation of the Agreement are in the possession of the Service provider. An agreed delivery time that applies to the Service provider will be extended at least by the number of Days that have passed between the time of the conclusion of the Agreement and the time at which all information necessary for the performance of the Agreement has come into the possession of the User.
2. Unless otherwise agreed in writing, the delivery of goods takes place ex works from a (Dutch) establishment of the Service provider.
3. Unless otherwise agreed in writing, the risk for the goods transfers to the Business Buyer at the time of delivery.
4. Service provider may deliver the goods in partial batches (partial deliveries).
5. Business Buyer is obliged to purchase the goods.
6. In the event of delivery from the Service provider’s company, the purchase obligation commences at the moment that the Service provider reports that the goods are ready for collection, after which the Business Buyer must collect the goods within a period of seven (7) Days at the latest.
7. In the event of delivery by delivery to the address of the Business Buyer, the goods must be accepted at the moment that the goods are offered to the Business Buyer on location by the Service provider. If a delivery address has not been explicitly agreed in writing, the Service provider may deliver the goods to the address of the Business Buyer that is known to the Service provider or as shown in the Trade Register.
8. If the Business Buyer does not or not timely take delivery of the goods, the Business Buyer will be in default without further notice of default. In that case, the Service provider is entitled a) to store the goods at the expense and risk of the Business Buyer at 5% of the invoice value of the delivery per week with a maximum of € 250.00 per Day or b) after having had a final term. offered for purchase within 5 working days, to sell it to a third party at any price that Service provider deems reasonable under the given circumstances. If the Service provider still sells the goods to a third party, the Service provider may decide to reduce the amount owed by the Business Buyer by the net proceeds of the sale to that third party.
1. Delivery takes place under extensive retention of title. All goods delivered by the User remain the property of the User until the Business Buyer has fulfilled all its payment obligations under all purchase agreements concluded between the parties (including obligations to pay interest or (collection) costs). As long as the Business Buyer has not met its payment obligations, the Business Buyer undertakes towards the User to treat the delivered with due care, to keep it insured and not to pledge, process, transfer or hand it over to third parties. In the event of non-compliance with this obligation, the entire purchase price associated with the Agreement will become immediately due and payable.
2. If the Business Buyer fails to fulfill its obligations towards the User, the User has the right to immediately take back the goods of which the ownership is reserved. Insofar as necessary, the Business Buyer will grant the User immediate access to buildings and / or sites, of which the Business Buyer is the owner or manager, on his first request, so that the User can revise its property (s).
3. Payments made by the Business Buyer will first and as much as possible be attributed to claims of the User to which no retention of title applies.
1. In the event that the Service provider cannot fulfil its obligations towards the Business Buyer due to a non-attributable failure, the Business Buyer will not be entitled to dissolve the Agreement and the fulfilment of the obligations of the contract will be suspended for the duration of the force majeure situation.
2. If any situation of force majeure has lasted two (2) months, the Service provider shall be entitled to dissolve the Agreement in whole or in part in writing.
3. In the event of a situation of force majeure, the Business Buyer shall not be entitled to any compensation or damages, not even if the Service provider should derive any benefit as a result of the force majeure.
4. In addition to what is understood in this respect by law and case law, force majeure is understood to mean all external causes, foreseen and unforeseen, over which the Service provider cannot exercise any influence, as a result of which the fulfilment of its obligations vis-à-vis the Business Buyer is wholly or partially prevented or as a result of which the fulfilment of its obligations cannot reasonably be demanded of the Service provider, regardless of whether this circumstance could have been foreseen at the time of the conclusion of the Agreement. These circumstances include: strikes, lockouts, fire and/or measures taken by any governmental authority, as well as the absence of any governmental permit to be obtained.
1. The Service provider will not be liable for any indirect loss or damage suffered by the Business Buyer or a third party in connection with (the performance of) the Agreement or a service provided by the Service provider, including consequential loss or damage, immaterial loss or damage, business or environmental damage.
2. Any liability on the part of the Service provider shall in any event be limited to a maximum of 85% of the invoice value of the order placed with Service provider by the Business Buyer, or at least to that part of the order to which the liability relates. If the Service provider is insured and the insurance actually pays out insurance as a result of the liability in question, its liability will be limited to the amount paid out.
3. The exclusion of liability in this article shall not apply if the damage is caused by intent or gross negligence on the part of the Service provider or its executive staff.
4. The Service provider will not be liable for loss or damages resulting from errors in the information provided by the Business Buyer, such as prescribed working methods or given orders, directions and instructions, and for loss or damages caused by work performed by the Business Buyer or by third parties on instructions by the Business Buyer.
5. The consequences of compliance (by the Service provider or third parties) with statutory regulations or decision of public authorities are for the Business Buyer’s account, regardless of whether the cause/necessity of such compliance can be attributed to the Business Buyer, the Service provider or a third party.
6. The Business Buyer may only invoke the obligations arising from this article if it has itself fulfilled all its obligations towards the Service provider.
7. Any right of action for whatever reason on the part of the Business Buyer against the Service provider will lapse no later than one year after the work has been performed.
1. In the following cases , the Business Buyer will be in default by operation of law and the Service provider will be entitled to dissolve the Agreement in whole or in part – without any notice of default or judicial intervention being required – extrajudicially:
a. If the Business Buyer applies for bankruptcy or (provisional) suspension of payments, or if the Business Buyer is declared bankrupt, (provisional) suspension of payments is granted, or if the Business Buyer is placed under administration, management or guardianship by virtue of a statutory provision;
b. If the Business Buyer transfers, liquidates or ceases (parts of) its undertaking or its activities;
c. If prejudgment attachment or executory attachment is made against the Business Buyer;
d. If the Service provider has good reason to fear that the Business Buyer will fail to fulfill its obligations, or if the Business Buyer has already failed to fulfill its obligations.
2. In the event of dissolution by the Service provider on the grounds in the preceding paragraph, the Business Buyer will owe the Service provider an amount equal to 50% of the price payable under the Agreement.
3. The foregoing is without prejudice to the Service provider’s other rights.
1. The Agreement shall be governed solely by Dutch Law.
2. Only the court with jurisdiction in the municipality where the Service Provider has its registered office is competent. If another court has jurisdiction in the municipality where the Buyer resides, this court will have joint jurisdiction.
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