Article 1 - GENERAL
Article 2 - DEFINITION
1. Product: In the general terms and conditions, product means any article or part thereof of any nature whatsoever or a service provided by the entrepreneur, including any labelling or packaging. For software products, please refer to the specific sales and delivery conditions.
Article 3 - APPLICABILITY
1. These general terms and conditions apply to: All offers, purchase agreements and deliveries of products and services, between the entrepreneur and customers.
2. These General Terms and Conditions set aside any terms and conditions of the buyer, unless otherwise agreed in writing.
3. If any stipulation, forming part of these General Terms and Conditions or of the agreement, should be null and void or will be annulled, the agreement shall otherwise remain in force and the stipulation in question will be replaced without delay, in consultation between the parties, by a stipulation that approaches the purport of the original stipulation as much as possible.
4. Entrepreneur B.V. is entitled to amend or supplement these general terms and conditions.
Article 4 - THE OFFER
1. If an offer has a limited period of validity or is made subject to conditions, this shall be expressly stated in the offer.
2. The offer contains a complete and accurate description of the products, digital content and/or services on offer. The description is sufficiently detailed to enable a proper assessment of the offer by the consumer. If the entrepreneur uses images, these are a truthful representation of the offered products, services and/or digital content. Obvious mistakes or obvious errors in the offer do not bind the entrepreneur.
3. Each offer contains such information that it is clear to the consumer what rights and obligations are attached to the acceptance of the offer.
Article 5 - THE AGREEMENT
1. Subject to the provisions of paragraph 4, the agreement is concluded at the moment the consumer accepts the offer and fulfils the terms and conditions attached to it.
2. If the consumer has accepted the offer electronically, the trader will immediately confirm receipt of electronic acceptance of the offer. As long as the receipt of this acceptance has not been confirmed by the entrepreneur, the consumer can dissolve the agreement.
3. If the agreement is concluded electronically, the entrepreneur shall take appropriate technical and organisational measures to protect the electronic transfer of data and shall ensure a secure web environment.
4. If the consumer can pay electronically, the entrepreneur shall observe appropriate security measures.
5. The entrepreneur may within legal frameworks - inform himself whether the consumer can meet his payment obligations, as well as all those facts and factors that are important for a responsible conclusion of the remote agreement. If, based on this investigation, the entrepreneur has good grounds not to enter into the agreement, he is entitled to refuse an order or application or to attach special conditions to the implementation, while stating reasons.
6. The entrepreneur shall, at the latest when delivering the product, service or digital content, send the customer the following information, in writing or in such a way that the customer can store it in an accessible way on a durable data carrier:
a. the visiting address of the branch of the entrepreneur where the customer can go with complaints;
b. the conditions on which and the way in which the customer can make use of the right of withdrawal, or a clear notification regarding the exclusion of the right of withdrawal;
c. the information on guarantees and existing after-sales services;
d. the price including all taxes of the product, service or digital content; where applicable, the costs of delivery; and the method of payment, delivery or performance of the distance contract;
e. the requirements for terminating the contract if the contract has a duration of more than one year or is of indefinite duration;
f. if the consumer has a right of withdrawal, the model withdrawal form.
7. In case of a duration transaction, the provision in the previous paragraph only applies to the first delivery.
Article 6 - OFFERS AND PRICES
1. Prices shall not be increased within the term of the offer, unless statutory measures make this necessary or if the manufacturer implements interim price increases. All prices are subject to printing and/or setting errors, for which the entrepreneur accepts no liability. Illustrations, drawings, size and weight specifications etc. provided by the proprietor are not binding for the proprietor and are only intended to give a general idea of what the proprietor is offering.
2. All prices stated in tenders are in euros and exclusive of VAT, unless explicitly stated otherwise.
3. The products or services mentioned in the web shop are inclusive of VAT, unless explicitly stated otherwise.
Article 7 - DELIVERY AND TRANSPORT
1. The delivery of products shall be carriage paid ex depot. For delivery, the price is determined by the size of the order in euros, place of delivery and transport costs. The packaging in which the products are delivered will not be taken back unless otherwise described.
2. The place of delivery is the address that the customer has made known to the entrepreneur.
3. For rush orders of products that must be delivered on the same day, we shall at all times charge the associated additional transport costs.
4. The entrepreneur is at all times free to choose the means of transport. If the customer requires a different mode of transport, he shall bear the additional costs.
5. Stated delivery times are never to be regarded as deadlines, unless explicitly agreed otherwise. In case of late delivery, the entrepreneur should be declared in default in writing, taking into account a reasonable term.
6. The entrepreneur shall carry out accepted orders with due speed, but at the latest within 30 days, unless another delivery period has been agreed. If delivery is delayed, or if an order cannot or can only be partially carried out, the consumer will be informed about this within 30 days after the order was placed.
7. The risk of damage and/or loss of products rests with the entrepreneur until the moment of delivery to the buyer or a representative designated in advance and made known to the entrepreneur, unless explicitly agreed otherwise.
Article 8 - RETURNING RIGHT
With products:
1. The consumer can dissolve an agreement regarding the purchase of a product during a reflection period of at least 14 days without giving reasons. The entrepreneur may ask the consumer about the reason for withdrawal, but may not oblige the consumer to give his reason(s).
2. The cooling-off period referred to in paragraph 1 starts on the day after the customer, or a third party designated in advance by the customer, who is not the carrier, has received the product, or:
a. if the customer has ordered several products in the same order: the day on which the customer, or a third party designated by him, has received the last product. The trader may, provided he has clearly informed the customer of this prior to the ordering process, refuse an order for multiple products with different delivery times.
b. if the delivery of a product consists of several shipments or parts: the day on which the customer, or a third party designated by him, has received the last shipment or part;
c. in the case of contracts for regular delivery of products during a given period: the day on which the customer, or a third party designated by him, has received the first product. In the case of services and digital content not supplied on a tangible medium:In the case of services and digital content not supplied on a tangible medium:
3. The customer may cancel a service contract and a contract for the supply of digital content not supplied on a tangible medium for at least 14 days without giving reasons. The trader may ask the customer about the reason for withdrawal, but may not oblige the customer to give his reason(s).
4. The reflection period mentioned in paragraph 3 starts on the day following the conclusion of the agreement. Extended cooling-off period for products, services and digital content not supplied on a tangible medium in case of failure to inform about right of withdrawal:
5. If the entrepreneur has not provided the customer with the legally required information on the right of withdrawal or the model withdrawal form, the cooling-off period expires 12 months after the end of the original cooling-off period determined in accordance with the previous paragraphs of this article.
6. If the trader has provided the customer with the information referred to in the previous paragraph within twelve months after the effective date of the original cooling-off period, the cooling-off period expires 14 days after the day on which the customer received that information.
Article 9 - OBLIGATIONS OF THE CUSTOMER DURING THE BED PERIOD
1. During the cooling-off period, the buyer shall handle the product and its packaging with care. He shall only unpack or use the product to the extent necessary to establish the nature, characteristics and functioning of the product. The basic principle here is that the customer may only handle and inspect the product as he would be allowed to do in a shop.
2. The buyer shall only be liable for depreciation of the product resulting from a way of handling the product that goes beyond what is permitted in paragraph 1.
3. The customer is not liable for depreciation of the product if the entrepreneur has not provided him with all legally required information on the right of withdrawal before or when concluding the contract.
4. The buyer is obliged to check the delivered items immediately upon receipt. If it turns out that the delivered goods are wrong, faulty or incomplete, the buyer should immediately report these defects in writing before returning them. Any defects or incorrect goods delivered should and can be reported in writing no later than 30 days after delivery. Goods must be returned in the original sealed packaging (including accessories and accompanying documentation) and in new condition. Taking into use after the discovery of defects, damage arising after the discovery of defects, encumbrance and/or resale after the discovery of defects shall render this right to complain and return entirely null and void.
Article 10 - exercise of the right of recall
1. If the Customer exercises his right of withdrawal, he shall notify the Entrepreneur within the cooling-off period by means of the model withdrawal form or in another unambiguous manner.
2. As soon as possible, but within 14 days from the day following the notification referred to in paragraph 1, the customer shall return the product, or hand it over to (an authorised representative of) the entrepreneur. This is not required if the entrepreneur has offered to collect the product himself. The customer has in any case complied with the return period if he returns the product before the cooling-off period has expired.
3. The customer returns the product with all delivered accessories, if reasonably possible in the original condition and packaging, and in accordance with the reasonable and clear instructions provided by the entrepreneur.
4. The risk and burden of proof for the correct and timely exercise of the right of withdrawal lies with the customer.
5. The customer shall bear the direct costs of returning the product. If the entrepreneur has not indicated that the customer should bear these costs or if the entrepreneur indicates to bear the costs himself, the customer does not have to bear the costs for returning the product.
Article 11- OBLIGATIONS OF the entrepreneur DURING THE BED PERIOD
1. If the entrepreneur enables the notification of withdrawal by the purchaser by electronic means, he shall send an acknowledgement of receipt without delay upon receipt of this notification.
2. The entrepreneur reimburses all payments of the customer, including any delivery costs charged by the entrepreneur for the returned product, without delay but within 14 days following the day on which the customer notifies him of the withdrawal. Unless the entrepreneur offers to collect the product himself, he may wait with repayment until he has received the product or until the customer proves that he has returned the product, whichever is earlier.
3. For repayment, the entrepreneur shall use the same means of payment that the customer has used, unless the customer agrees to another method. The reimbursement is free of charge for the customer.
4. If the customer has chosen a more expensive method of delivery than the cheapest standard delivery, the entrepreneur does not have to refund the additional costs for the more expensive method.
Article 12 - EXCLUSION OF RETURNING RIGHT
1. The trader can exclude the following products and services from the right of withdrawal, but only if the trader clearly stated this when making the offer, or at least in good time before concluding the contract:
2. Products manufactured according to the Customer's specifications, which are not prefabricated and which are manufactured on the basis of an individual choice or decision by the Customer, or which are clearly intended for a specific person;
3. Products that spoil quickly or have a limited shelf life;
4. Sealed products that are not suitable to be returned for reasons of health protection or hygiene and whose seal has been broken after delivery;
5. Sealed products whose shelf life diminishes if the product has been unpacked and whose seal has been broken after delivery;
6. The supply of digital content other than on a tangible medium, but only if:1. performance has begun with the customer's express prior consent; and
2. the customer has declared that he thereby loses his right of withdrawal.
Article 13 - FULFILMENT OF AGREEMENT AND EXTRA WARRANTY
1. The trader guarantees that the products and/or services comply with the contract, the specifications stated in the offer, the reasonable requirements of soundness and/or usability and the existing statutory provisions and/or government regulations on the date the contract was concluded. If agreed, the entrepreneur also guarantees that the product is suitable for other than normal use.
2. An additional guarantee provided by the entrepreneur, his supplier, manufacturer or importer never limits the legal rights and claims that the consumer can enforce against the entrepreneur on the basis of the agreement if the entrepreneur has failed to fulfil his part of the agreement.
3. Extra warranty means any commitment by the entrepreneur, his supplier, importer or manufacturer in which he grants the consumer certain rights or claims that go beyond what he is legally obliged to do in case he has failed to fulfil his part of the agreement.
Article 14 - TERMINATION ACTIONS
Termination:
1. The customer may at any time terminate an agreement entered into for an indefinite period and which extends to the regular delivery of products (including electricity) or services, subject to agreed termination rules and a maximum notice period of one month.
2. The customer may terminate a fixed-term contract that extends to the regular delivery of products (including electricity) or services at any time towards the end of the fixed-term, subject to the agreed termination rules and a notice period of no more than one month.
3. The customer may terminate the agreements referred to in the previous paragraphs:
a. terminate at any time and not be limited to termination at a specific time or in a specific period;
b. terminate at least in the same way as they were entered into by him;
c. always terminate with the same notice period as the entrepreneur has stipulated for himself.
Renewal:
4. An agreement entered into for a definite period and which extends to the regular supply of products (including electricity) or services may not be tacitly extended or renewed for a definite period.
5. Notwithstanding the previous paragraph, a contract entered into for a definite period and which extends to the regular delivery of daily news and weekly newspapers and magazines may be tacitly renewed for a fixed term not exceeding three months, if the customer may terminate this extended contract towards the end of the extension with a notice period not exceeding one month.
6. An agreement entered into for a definite period and which extends to the regular supply of products or services may be tacitly extended for an indefinite period only if the customer may terminate it at any time with a notice period not exceeding one month. The notice period shall not exceed three months in case the contract extends to the regular, but less than once a month, delivery of daily or weekly newspapers and magazines.
7. A limited duration contract to regularly deliver daily, news and weekly newspapers and magazines for introductory purposes (trial or introductory subscription) is not tacitly continued and ends automatically at the end of the trial or introductory period.
Duration:
8. If a contract has a duration of more than one year, after one year the customer may terminate the contract at any time with a notice period not exceeding one month, unless reasonableness and fairness oppose termination before the end of the agreed duration.
Article 15 - PAYMENT
1. Insofar as not stipulated otherwise in the agreement or additional conditions, the amounts owed by the customer must be paid within 14 days after the start of the reflection period, or, in the absence of a reflection period, within 14 days after the conclusion of the agreement. In case of an agreement to provide a service, this period commences on the day after the customer has received the confirmation of the agreement.
2. When selling products to the customer, general terms and conditions may never oblige the customer to make an advance payment of more than 50%. Where advance payment has been stipulated, the buyer cannot assert any rights regarding the execution of the order or service(s) in question before the stipulated advance payment has been made.
3. The buyer has the duty to immediately report inaccuracies in payment details provided or mentioned to the entrepreneur.
4. If the customer does not timely meet his payment obligation(s), he is, after he has been notified by the entrepreneur of the late payment and the entrepreneur has granted the customer a period of 14 days to still meet his payment obligations, after the non-payment within this 14-day period, due the statutory interest on the amount due and the entrepreneur has the right to charge the extrajudicial collection costs incurred by him. These collection costs amount to a maximum of: 15% over outstanding amounts up to € 2,500; 10% over the next € 2,500 and 5% over the next € 5,000, with a minimum of € 40.
The Entrepreneur may deviate from said amounts and percentages for the benefit of the Customer.
5. Every payment by the buyer shall first serve to pay the interest owed and then to pay the costs incurred in the collection, with the exception of legal costs. Only after these amounts have been paid will any payment by the buyer be applied to reduce the outstanding principal claims.
6. The entrepreneur reserves the right, in case of doubt as to the creditworthiness of the customer or for other business reasons, to refuse deliveries. the entrepreneur is always entitled, even during the implementation of the agreement, to suspend the fulfilment of its obligations until the customer, at the request of the entrepreneur, has provided security for the fulfilment of the payment obligations of the customer. In addition, the entrepreneur is entitled to require security for future deliveries by the customer as well.
Article 16 - COMPLAINTS PROCEDURE
1. The entrepreneur shall have a sufficiently publicised complaints procedure and shall handle the complaint in accordance with this complaints procedure.
2. Complaints about the implementation of the agreement must be submitted to the entrepreneur fully and clearly described within a reasonable time after the customer has discovered the defects.
3. Complaints submitted to the entrepreneur shall be answered within a period of 14 days from the date of receipt. If a complaint requires a foreseeably longer processing time, the entrepreneur will respond within the 14-day period with a notice of receipt and an indication of when the customer can expect a more detailed answer.
4. If complaints of the buyer are found well-founded by the entrepreneur, the entrepreneur will, at his discretion, either replace the delivered goods free of charge or make a written arrangement with the buyer about the compensation, on the understanding that the entrepreneur's liability and therefore the amount of compensation is always limited to a maximum of the invoice amount of the goods concerned, vide article 10.
5. From 15 February 2016, it is also possible for consumers in the EU to register complaints via the European Commission's ODR platform. This ODR platform can be found at http://ec.europa.eu/odr. If your complaint is not already being processed elsewhere, you are free to file your complaint via the European Union platform.
Article 17 - LIABILITY
1. The entrepreneur does not accept any liability, no matter how, for products and services delivered by her, unless the customer proves that the damage was caused by intent or gross negligence of the entrepreneur. Read the instructions on the packaging before use.
2. If the customer proves that the damage referred to in the previous paragraph was caused by intent or gross negligence on the part of the entrepreneur, the compensation due on that account shall be limited to the sales value of (that packaging of) the product that caused the damage alleged by the customer.
3. Announcements by or on behalf of the proprietor regarding the quality, composition, treatment in the broadest sense, application possibilities and properties etc. of the products only apply as guarantees if they are made in writing and explicitly in the form of a guarantee.
4. When applying or processing products, the relevant statutory regulations must be observed. The Buyer is obliged to take measures to limit any damage as much as possible. The Buyer shall in particular follow the instructions of the entrepreneur regarding products and packaging. The Entrepreneur's liability lapses if the Customer fails to comply with these aforementioned obligations.
Article 18 - RETENTION OF OWNERSHIP
1. Ownership of all items sold and delivered by the Entrepreneur to the Entrepreneur remains with the Entrepreneur as long as the Entrepreneur has not paid the Entrepreneur's claims under the contract or previous or subsequent similar agreements, as long as the Entrepreneur has not yet paid the work performed or to be performed under these or similar agreements, and as long as the Entrepreneur has not yet paid the Entrepreneur's claims due to failure to fulfil such obligations, including claims relating to fines, interest and costs, all as referred to in Art: 92 BW.
2. All items delivered by the Entrepreneur that are subject to retention of title may only be resold in the context of normal business operations and may never be used as a means of payment.
3. The customer is not authorised to pledge or encumber in any other way the goods falling under the retention of title.
4. The Customer hereby unconditionally and irrevocably authorises the Entrepreneur or a third party to be appointed by the Entrepreneur, in all cases in which the Entrepreneur wishes to exercise her ownership rights, to enter all those places where her property will be located and to take these items with her.
5. If third parties seize goods delivered under retention of title or wish to establish or assert rights to them, the customer is obliged to inform the entrepreneur of this as soon as can reasonably be expected.
6. The customer undertakes to insure the items delivered under retention of title and to keep them insured against fire, explosion and water damage and against theft and to make the policy of this insurance available for inspection by the entrepreneur on first request.
Article 19 - TERMINATION AND RESTRICTION
1. All claims of the entrepreneur are immediately due and payable in full if the client does not fulfil his obligations, or in case of bankruptcy or suspension of payment, or if the client loses or is at risk of losing the free disposal of his assets or part thereof, for whatever reason.
Article 20 - FORCE MAJEURE
1. In this article, force majeure, outside the legal concept of force majeure, is also understood to mean any circumstance which the proprietor could not take into account at the time of concluding the contract and as a result of which normal implementation of the contract cannot reasonably be required by the purchaser, such as, but not limited to: fire or other destruction and damage in factories or warehouses, occupation of premises, work strikes, both in the proprietor's company and in those companies from which it obtains its products, raw materials and/or auxiliary materials, scarcity of means of transport, breakage of machinery or tools or other breakdowns in the proprietor's company or in those companies from which it obtains its goods, raw materials and/or auxiliary materials, restrictive government or public law measures of any kind, restrictions or impediments to the production and/or supply of goods, raw materials, auxiliary materials, fuels and/or energy.
2. If the proprietor is unable to comply with its obligations under the contract, or is unable to do so on time, due to force majeure, it has the right to fulfil its obligations under the contract within a reasonable period, or -if compliance within a reasonable period is not possible- to declare the contract wholly or partially dissolved.
Article 21 - BRANDS AND TRADEMARK NAME
1. The customer may only use trade names, trademarks and packaging used by the proprietor in trade with written permission and on the instructions of the proprietor. The customer is obliged to carefully follow the instructions of the proprietor regarding the use of the trade names, trademarks and packaging used by the proprietor. All rights arising from intellectual and industrial property, as well as copyrights, remain with the proprietor.
Article 22 - APPLICABLE LAW AND COMPETENT LAW
1. Dutch law applies to all transactions or agreements to which these terms and conditions apply, including the statutory provisions concerning the General Terms and Conditions. The applicability of the Vienna Sales Convention is excluded. All disputes between the trader and the purchaser that may arise and about which no solution can be reached in mutual consultation shall be submitted exclusively to the competent Dutch court.
Article 23 - RELEASE DATE
1. These General Terms and Conditions apply to all agreements as referred to in article 3, which have come into effect after 1 September 2017.