General Conditions private persons.
Webshop Trustmark - General Terms and Conditions
Article 1 - Definitions
Article 2 - The Entrepreneur’s identity
Article 3 - Applicability
Article 4 - The offer
Article 5 - The agreement
Article 6 - Right of withdrawal
Article 7 - Consumer’s obligations during the reflection period
Article 8 - Exercising the Consumer’s right of withdrawal and the costs
Article 9 - Entrepreneur’s obligation in case of withdrawal
Article 10 - Exclusion of the right of withdrawal
Article 11 - The price
Article 12 - Compliance and extra guaranty
Article 13 - Delivery and execution
Article 14 - Continuing performance contract: duration, termination and extension
Article 15 - Complaints procedure
Article 16 - Disputes
Article 17 - Additional or varying provisions
Article 1 – Definitions
In these Terms and Conditions, the following terms shall have the following meanings:
1. Additional agreement: an agreement in which the Consumer acquires products, digital content and/or services with respect to a distance agreement and these goods, digital content and/or services are delivered by the Entrepreneur or a third party on the basis of an arrangement between this third party and the Entrepreneur;
2. Reflection period: the period during which the Consumer may use his right of withdrawal;
3. Consumer: the natural person who does not act for purposes related to his/her commercial, trade, craft or professional activities;
4. Day: calendar day;
5. Digital content: data produced and delivered in digital form;
6. Continuing performance contract: a contract serving to deliver goods, services and/or digital content in a given period;
7. Sustainable data carrier: any means, including email, that allow the Consumer or the Entrepreneur to store information directed to him/her personally in such a manner that makes future consultation and use possible during a period that matches the purpose for which the information is destined and which makes unaltered reproduction of the stored information possible.
8. Right of withdrawal: the Consumer’s option not to proceed with the distance agreement within the cooling-off period;
9. Entrepreneur: the natural of legal person who is a member of Stichting Webshop Keurmerk and who provides products, (access to) digital content and or services to Consumers at a distance;
10. Distance contract: a contract concluded by the Entrepreneur and the Consumer within the scope of an organised system for distance selling products, digital content and/or services, whereby exclusive or additional use is made of one or more technologies of distance communication up to the conclusion of the contract;
11. Standard form for withdrawal: the European standard form for withdrawal included in Appendix 1;
12. Technology for distance communication: a means to be used for concluding an agreement without the Consumer and the Entrepreneur being together in the same place at the same time.
Article 2 – The Entrepreneur’s identity
Wester Boekelweg 21a
Telephone: +31(0)229842424 Mon – Fri: 09.00 – 17.30
Chambre of Commerce number: 64957195
Article 3 – Applicability
1. These General Terms and Conditions apply to any offer from the Entrepreneur and to any distance contract concluded by the Entrepreneur and the Consumer.
2. Before concluding a distance contract, the Entrepreneur shall make the text of these General Terms and Conditions available free of charge and as soon as possible. If this is reasonably impossible, the Entrepreneur shall indicate in what way the General Terms and conditions can be inspected and that they will be sent free of charge if so requested, before the distant contract is concluded.
3. If the distance contract is concluded electronically, the text of these General Terms and Conditions, in deviation from the previous section and before the distance contract is concluded, may also be supplied to the Consumer electronically in such a way that the Consumer can easily store it on a long- term data carrier. If this is reasonably impossible, it will be specified where the General Terms and Conditions can be viewed electronically and that they will be sent to at the Consumer´s request free of charge, either via electronic means or otherwise, before concluding the distance contract;
4. In the event that specific product or service condition apply in addition to these General Terms and Conditions, the second and third paragraphs shall apply accordingly, and in the event of contradictory terms and conditions, the Consumer may always appeal to the applicable provision that is most favourable to him/her.
Article 4 – The offer
1. If an offer is of limited duration or if certain conditions apply, it shall be explicitly stated in the offer.
2. The offer contains a full and accurate description of the products, digital content and/or services offered. The description is suitably detailed to enable the Consumer to assess the products, or services and/or digital content adequately. If the Entrepreneur makes use of pictures, they are truthful images of the products and/or services provided. Obvious errors or mistakes in the offer do not bind the Entrepreneur.
3. All offers contain such information that it is clear to the Consumer what rights and obligations are attached to accepting the offer.
Article 5 – The contract
1. Subject to the provisions in paragraph 4, the contract becomes valid when the Consumer has accepted the offer and fulfilled the terms and conditions set.
2. If the Consumer accepted the offer via electronic means, the Entrepreneur shall promptly confirm receipt of having accepted the offer via electronic means. As long as the receipt of said acceptance has not been confirmed, the Consumer may repudiate the contract.
3. If the contract is concluded electronically, the Entrepreneur will take appropriate technical and organisational security measures for the electronic data transfer and ensure a safe web environment. If the Consumer can pay electronically, the Entrepreneur shall observe appropriate security measures.
4. The Entrepreneur may, within the limits of the law, gather information about Consumer’s ability to fulfil his payment obligations, and all facts and factors relevant to responsibly concluding the distance contract. If, acting on the results of this investigation, the Entrepreneur has sound reasons for not concluding the contract, he is lawfully entitled to refuse an order or request supported by reasons, or to attach special terms to the implementation.
5. Before delivering the product, the Entrepreneur shall send the following information along with the product, the service or the digital content in writing or in such manner that the Consumer can store it in an accessible manner on a long-term data carrier:
a. the visiting address of the Entrepreneur´s business establishment where the Consumer may get into contact with any complaints;
b. the conditions on which and the manner in which the Consumer may exercise the right of withdrawal, or, as the case may be, clear information about his being exempted from the right of withdrawal;
c. the information corresponding to existing after-sales services and guarantees;
d. The price including all taxes of the product, service or digital content, where applicable the delivery costs and the way of payment, delivery or implementation of the distance contract;
e. the requirements for cancelling the contract if the contract has a duration of more than one year or for an indefinite period of time.
f. the standard form for withdrawal if the Consumer has the right of withdrawal.
6. In case of a continuing performance contract, the stipulation in the previous paragraph only applies to the first delivery.
Article 6 – Right of withdrawal
In case of products:
1. The Consumer can repudiate a purchase contract for a product without giving reasons for a period of reflection of at least 14 days. The Entrepreneur may ask the Consumer about the reason for the withdrawal but cannot force him to state his reason(s).
2. The reflection period referred to in sub-clause 1 starts on the day the product is received by the Consumer or by a third party appointed by him in advance and who is not the carrier, or
a. if the Consumer ordered several products in the same order: the day on which the Consumer or a third party appointed by him received the last product. The Entrepreneur may refuse an order of several products with different delivery dates provided that he clearly informs the Consumer prior to the order process.
b. in case the delivery of a product consists of several batches or parts: the day on which the Consumer or a third party appointed by him received the last batch or the last part.
c. in case of an agreement about regular delivery of products during a given period: the day on which the Consumer or a third party appointed by him received the first product.
In case of services and digital content that is not delivered on a physical carrier:
3. The Consumer can terminate an agreement for services or an agreement for delivery of digital content that is not delivered on a physical carrier without giving reasons during at least 14 days. The Entrepreneur may ask the Consumer about the reason for the withdrawal but cannot force him to state his reason(s).
4. The reflection period referred to in Article 3 starts on the day following the conclusion of the agreement.
Extended reflection period for products, services and digital content that has not been delivered on a physical carrier in case no information is given about the right of withdrawal:
5. If the Entrepreneur has not provided the Consumer with the legally required information about the right of withdrawal or has not provided the standard form for withdrawal, the reflection period expires twelve months after the end of the original reflection period in accordance with the reflection period determined in the previous sub-clauses of this Article.
6. If the Entrepreneur provided the Consumer with the information referred to in the previous article within twelve months after the starting day of the original period of reflection, the period of reflection expires 14 day after the day on which the Consumer received the information.
Article 7 – Consumer’s obligations during the time of reflection
1. During this period, the Consumer shall handle the product and the packaging with care. The Consumer shall only unpack or use the product to the extent necessary for establishing the nature, the characteristics and the effect of the product. The guiding principle is that the Consumer may only handle and inspect the product in the manner in which one is allowed to handle a product in a shop.
2. The Consumer is only liable for the decrease in value of the product that is caused by the way of handling the product which went further than allowed in sub-section 1.
3. The Consumer is not liable for the decrease in value of the product if the Entrepreneur has not provided him with all legal information about the right of withdrawal before concluding the Agreement.
Article 8 – Exercising the Consumer’s right of withdrawal and the costs
1. If the Consumer exercises his right of withdrawal he shall notify the Entrepreneur unambiguously with the standard form for withdrawal within the period of reflection.
2. The Consumer shall return the product or deliver it to (the authorized representative of) the Entrepreneur as soon as possible but within 14 days counting from the day following the notification referred to in sub-clause 1. This need not be done if the entrepreneur offered to collect the product himself. The Consumer observed the period of returning the product in any event if the product is returned before the expiration of the period of reflection.
3. The Consumer shall return the product with all delivered accessories and if reasonably possible in the original state and packing and in conformity with reasonable and clear instructions given by the Entrepreneur.
4. The risk and the burden of proof for the correct and timely exercise of the right of withdrawal fall on the Consumer.
5. The Consumer shall bear the direct costs of returning the product. If the Entrepreneur has not reported that the Consumer has to bear these costs or if the Entrepreneur pointed out that he will bear the costs himself, the Consumer need not pay the cost of returning the product.
6. If the Consumer withdraws after having first explicitly requested that the performance of a service or the supply of gas, water or electricity having not been made ready for sale not be started in a limited volume or given quantity during the period of reflection, the Consumer shall pay the Entrepreneur an amount that is equal to the part of the obligation already performed at the time of withdrawal as compared with the full compliance of the obligation.
7. The Consumer does not bear the costs for performing services for the supply of water, gas or electricity that had not been made ready for sale in a limited volume or quantity, or for the supply of district heating if
a. the Entrepreneur has not provided the Consumer with the statutorily required information about the right of withdrawal, the compensation of costs in case of withdrawal or the standard form for withdrawal, or
b. if the Consumer has not explicitly requested that the performance of the service or the supply of gas, water and electricity or district heating be started during the period of reflection.
8. The Consumer does not bear any cost for the full or partial delivery of digital content not stored on a physical carrier if
a. prior to the delivery, he has not explicitly consented to start performance of the agreement before the end of the period of reflection;
b. he did not acknowledge to lose his right of withdrawal when giving consent; or
c. the Entrepreneur failed to confirm the Consumer’s statement.
9. If the Consumer exercises his right of withdrawal, all additional agreements end by operation of law.
Article 9 – Entrepreneur’s obligations in case of withdrawal
1. If the Entrepreneur makes the notification of withdrawal by electronic means possible, he shall promptly send a return receipt.
2. The Entrepreneur shall reimburse all payments made by the Consumer, including any delivery costs that the Consumer may charge for the returned product, as soon as possible but within 14 days following the day on which the Consumer notified him of the withdrawal. Unless the Entrepreneur offers to collect the product himself, he can wait with paying back until having received the product or until the Consumer proved that he returned the product, whichever occurs first.
3. The Entrepreneur shall make use of the same means of payment that the Consumer used, unless the Consumer consents to another method. The reimbursement is free of charge for the Consumer.
4. If the Consumer opted for a more expensive method of delivery instead of the cheapest standard delivery, the Entrepreneur need not reimburse the additional costs for the more expensive method.
Article 10 - Exclusion of the right of withdrawal
The Entrepreneur can exclude the following products and services from the right of withdrawal but only if the Entrepreneur notified this clearly when making the offer or at any rate in good time before concluding the agreement:
1. Products or services with a price that is subject to fluctuations in the financial market on which the Entrepreneur has no influence and which may occur within the period of withdrawal;
2. Agreements that are concluded during a public auction. A public auction is defined as a selling method whereby the Entrepreneur offers products, digital content and/or services to the Consumer who is personally present or has the possibility to be personally present at the auction under the direction of an auctioneer and whereby the successful bidder is obliged to purchase the products, the digital content and/or the services.
3. Services agreements, after full performance of the service, but only if
a. the performance started with the Consumer’s explicit prior consent; and
b. the Consumer stated that he will lose his right of withdrawal as soon as the Entrepreneur has fully performed the agreement.
4. Services agreements for making accommodation available when a certain period of implementation is provided and other than for residential purposes, goods transports, car rental services and catering;
5. Agreements related to leisure activities when a certain date or period of performance is arranged in the agreement;
6. Products manufactured in accordance with the Consumer’s specifications which are not prefabricated and which are produced on the basis of a Consumer’s individual choice or decision or which are intended for a specific person;
7. Perishable products or products with a limited durability.
8. Sealed products which are for health or hygiene reasons not suitable for being returned and of which the seal was broken;
9. Products which for their nature are irreversibly mixed with other products;
10. Alcoholic drinks of which the price has been agreed upon at the conclusion of the agreement but of which the delivery can take place only after 30 days, and whose real value depends on fluctuations in the market which the Entrepreneur cannot affect.
11. Sealed audio and video recordings and computer programs of which the seals were broken after delivery;
12. Newspapers, periodicals or magazines, with the exception of subscriptions to them;
13. The delivery of digital content other than on a physical carrier, but only if:
a. the performance was started with the Consumer’s explicit prior consent;
b. the Consumer stated that he will lose his right of withdrawal by doing so.
Article 11 - The price
1. The prices of the products and/or services provided shall not be raised during the validity period given in the offer, subject to changes in price due to changes in VAT rates.
2. Contrary to the previous paragraph, the Entrepreneur may offer products or services whose prices are subject to fluctuations in the financial market that are beyond the Entrepreneur’s control, at variable prices. The offer will state the possibility of being subject to fluctuations and the fact that any indicated prices are target prices.
3. Price increases within 3 months after concluding the contract are permitted only if they are the result of new legislation.
4. Price increases from 3 months after concluding the contract are permitted only if the Entrepreneur has stipulated it and
a. they are the result of legal regulations or stipulations, or
b. the Consumer has the authority to cancel the contract before the day on which the price increase starts.
5. All prices indicated in the provision of products or services are including VAT.
Article 12 – Performance of an agreement and extra Guarantee
1. The Entrepreneur guarantees that the products and/or services comply with the contract, with the specifications listed in the offer, with reasonable requirements of usability and/or reliability and with the existing statutory provisions and/or government regulations on the day the contract was concluded. If agreed, the Entrepreneur also guarantees that the product is suitable for other than normal use.
2. An extra guarantee offered by the Entrepreneur, his Supplier, Manufacturer or Importer shall never affect the rights and claims the Consumer may exercise against the Entrepreneur about a failure in the fulfilment of the Entrepreneur’s obligations if the Entrepreneur has failed in the fulfilment of his part of the agreement.
3. ‘Extra guarantee’ is taken to mean each obligation by the Entrepreneur, his Supplier, Importer or Manufacturer in whom he assigns certain rights or claims to the Consumer that go further than he is legally required in case he fails in the compliance with his part of the agreement.
Article 13 – Delivery and execution
1. The Entrepreneur shall exercise the best possible care when booking orders and executing product orders and when assessing requests for the provision of services.
2. The place of delivery is at the address given by the Consumer to the Entrepreneur.
3. With due observance of the stipulations in Article 4 of these General Terms and Conditions, the Entrepreneur shall execute accepted orders with convenient speed but at least within 30 days, unless another delivery period was agreed on. If the delivery has been delayed, or if an order cannot be filled or can be filled only partially, the Consumer shall be informed about this within one month after ordering. In such cases, the Consumer is entitled to repudiate the contract free of charge and with the right to possible compensation.
4. After repudiation in conformity with the preceding paragraph, the Entrepreneur shall return the payment made by the Consumer promptly but at least within 30 days after repudiation.
5. The risk of loss and/or damage to products will be borne by the Entrepreneur until the time of delivery to the Consumer or a representative appointed in advance and made known to the Consumer, unless explicitly agreed otherwise.
Article 14 – Continuing performance agreements: duration, termination and renewal
1. The Consumer may at all times terminate a contract that was concluded for an indefinite time and which extends to the regular delivery of products (including electricity) or services, with due observance of the termination rules and subject to not more than one month’s notice.
2. The Consumer may at all times terminate a contract that was concluded for a specific time and which extends to the regular delivery of products (including electricity) or services at the end of the specific period, with due observance of the termination rules and a subject to not more than one month’s notice.
3. The Consumer can cancel the agreements mentioned in the preceding paragraphs:
- at any time and not be limited to termination at a particular time or in a given period;
- at least in the same way as they were concluded by him;
- at all times with the same notice as the Entrepreneur stipulated for himself.
4. An agreement concluded for a definite period which extends to the regular delivery of products (including electricity) or services may not be automatically extended or renewed for a fixed period.
5. Notwithstanding the preceding paragraph, a contract for a definite period which extends to the regular delivery of dailies, newspapers, weekly newspapers and magazines, may tacitly be renewed for specific period of three months at the most if the Consumer can terminate this extended agreement towards the end of the extension with a notice of one month at the most.
6. An agreement concluded for a definite period and which extends to the regular delivery of products or services may only be extended tacitly for an indefinite period if the Consumer can cancel it at any time with a notice of one month. The notice is three months at the most in vase the contract is about a delivery of dailies, newspapers and weeklies and magazines occurring regularly but less than once a month.
7. An agreement with limited duration of regular delivery of trial dailies, newspapers, weeklies and magazines (trial or introductory subscription) is not renewed tacitly and ends automatically after the trial or introductory period.
8. If the duration of a contract is more than one year, the Consumer may terminate the contract at any time after one year with a notice of not more than one month, unless reasonableness and fairness resist the termination before the end of the agreed term.
Article 15 – Complaints procedure
1. The Entrepreneur shall have a sufficiently notified complaints procedure in place, and shall handle the complaint in accordance with this complaint procedure.
2. Complaints about the performance of the contract shall be submitted fully and clearly described to the Entrepreneur within a reasonable time after the Consumer discovered the defects
3. The complaints submitted to the Entrepreneur shall be replied within a period of 14 days after the date of receipt. Should a complaint require a foreseeable longer time for handling, the Entrepreneur shall respond within 14 days with a notice of receipt and an indication when the Consumer can expect a more detailed reply.
4. A complaint about the Entrepreneur’s product, service or after-sales service can also be submitted to Stichting Webshop Keurmerk with a complaints form given in the Consumer Page of the website http://www.webshoptrustmark.fr/Accueil/Reclamation
The complaint will then be sent to the Entrepreneur in question and to Stichting Webshop Keurmerk.
5. If the complaint cannot be solved in joint consultation within a reasonable
time or within 3 months after submitting the complaint, there will be a dispute that is open to the dispute settlement rules.
Article 16 - Additional provisions or derogations
Additional provisions of and/or derogations from these General Terms and Conditions should not be to the Consumer’s detriment and must be put in writing or recorded in such a way that the Consumer can store them in an accessible manner on a long-term data carrier.
Terms of delivery for companies
The definitions in these Terms and Conditions should be understood as follows:
1.1 Seller: the private company KIIP B.V. established in Opmeer and registered under Chamber of Commerce number 64957195.
1.2 Buyer: the legal entity or natural person who orders Products from the Seller.
1.3 Agreement: any Agreement between the Buyer and the Seller for the delivery of Products by the Seller for the Buyer.
1.4 Products: all hot water devices (geysers/boilers/flowers) delivered and to be delivered by the Seller and related accessories ordered by the Buyer.
2 Applicability Terms and Conditions
2.1 These Terms and Conditions apply to all special offers and Agreements (by distance) in which Products are offered or supplied by the Seller to the Buyer. These Terms and Conditions shall also apply to any Agreement in which third parties are hired by the Seller for the execution and to additional orders and follow-up orders of the Buyer.
2.2 Any deviations from these Terms and Conditions shall only be valid, if and to the extent that they have been agreed in writing between the Buyer and the Seller.
2.3 Any purchase or other Terms and Conditions of the Buyer are not applicable unless the Seller has expressly accepted them in writing.
2.4 If one or more conditions are null or void, the remaining provisions of these Terms and Conditions shall continue to apply in full. the Buyer and the Seller shall then consult each other in order to agree on a new provision to replace the void or invalid provision(s), as far as possible in accordance with the purpose and purport of the original provision.
3 Offer and conclusion of the Agreement
3.1 Unless agreed otherwise in writing, an offer is valid for 30 days.
3.2 If an offer is made subject to conditions, this shall be explicitly stated in the offer.
3.3 All prices offered are exclusive of VAT and other levies imposed by the government.
3.4 All prices stated in the Seller’s offer are subject to typing and calculation errors.
3.5 The Agreement is established by the Buyer’a acceptance of the Seller’s (electronic) order confirmation sent by the Seller.
4 Execution of the Agreement
4.1 Each Agreement shall result in an obligation on the part of Seller to perform his obligations with the utmost care and expertise to the best of his ability.
4.2 The Seller does not guarantee that the Products that the Buyer purchases are suitable for the purpose for which the Buyer wishes to use them even if the Seller has been notified of this purpose. At the Buyer’s request the Seller will indeed advise on the Products to be delivered to the Buyer by the Seller, but the Buyer is deemed to be a professional party able to assess what Product(s) are (most) suitable for the purpose for which the Buyer wishes to use the Products. The Seller’s advice on (use of) the Products is never binding and does not in any way indemnify the Buyer in any way against his own obligation to investigate the suitability of Products for the desired purpose. The Buyer remains ultimately responsible for this at all times.
5 Delivery and return
5.1 Delivery will take place on the specified delivery address unless another form of delivery has been agreed upon.
5.2 Orders from € 5,000.00 will be delivered freight paid. In the case of orders under € 5,000.00 the Seller will charge delivery costs which will be determined on the basis of the dimensions and weight of the Products ordered by the Buyer.
5.3 If the delivery ex warehouse has been agreed, the Seller’s notification to the Buyer stating that the Products are ready for transport is regarded as delivery.
If Buyer has not collected the Products within two days after this notification, the Seller shall be entitled to charge the Buyer for all costs arising from this.
5.4 If a part of the order is ready, the Seller may choose to proceed to delivery or wait until the entire order is ready. Partial deliveries will be regarded as independent agreements for invoicing purposes.
5.5 Unless expressly agreed otherwise delivery periods shall never be regarded as deadlines.
5.6 Returns must be reported to the Seller in the manner indicated by the Seller. If there is no (packaging) damage, the Seller shall return the full order amount to the Buyer.
5.7 Returns are not possible in the event of customised assignments and/or customised services.
5.8 All (shipping) costs in connection with the return shall be borne by the Buyer.
6 Termination of the Agreement
6.1 The Seller is entitled to terminate the Agreement with immediate effect without judicial intervention by means of a written notification of this to the Buyer. If the Buyer remains in default with paying the invoice sent by the Seller within 14 days after a written reminder.
6.2 In the event of termination of the Agreement with the Buyer, his registration with the Seller as referred to in Article 1.2 will also be cancelled.
7 Change of name and address
7.1 The Buyer must inform the Seller in writing of this change of address ten (10) business days prior to the change of address. The Seller shall not be liable for any consequences of failure to communicate a change of address in good time.
7.2 If the Buyer is a legal entity,
he is obliged to inform the Seller in writing of any relevant change of company, such as name and legal entity.
7.3 Prior changes only be made in writing and will only apply from the moment that the Seller has confirmed the change(s).
8 Intellectual property rights
8.1 The Seller is entitled to the intellectual property rights in respect of the Products supplied to the Buyer or used by the Buyer within the framework of the Agreement.
8.2 They Buyer is not entitled to use these Products without the Seller’s express written permission, other than for the purpose of the Agreement.
8.3 The Seller to use the knowledge gained through the performance of the work for other purposes, insofar as no confidential information is brought to the notice of third parties and provided that it cannot be traced back to individual Buyers.
9 Retention of title
9.1 All Products supplied by the Seller within the framework of the Agreement shall remain the property of the Seller until the Buyer fulfilled all obligations all obligations arising from the Agreement concluded with the Seller. The Buyer is obliged to insure the Products delivered under retention of title and keep the Products insured against fire, explosion and water damage as well as against theft, and to allow the Seller to inspect the policy of this insurance at the Seller’s first request. If the insurance is paid out, the Seller is entitled to these insurance monies. If necessary, the Buyer undertakes to the Seller in advance to cooperate with him in all that might (appear) to be necessary or desirable in this context.
9.2 In the event that the Seller wishes to exercise its proprietary rights set out in this Article, the Buyer shall give the Seller and third parties unconditional and irrevocable permission in advance to enter all places where the Seller’s property is located and to take back the Products.
10 Payment terms
10.1 Unless otherwise stated, payment must always be made within 30 days of the invoice date, in a manner to be indicated by the Seller.
Payment will be made without deduction, setoff or suspension for any reason whatsoever.
10.2 After the expiry of the agreed period the Buyer shall be in default. From the moment of default, the Buyer will owe default interest to the Seller on the amount due and payable at 1% per month unless the statutory commercial interest rate is higher, in which case the statutory commercial interest rate is due. The interest on the amount due will be calculated from the moment that the Buyer is in default until the moment of payment of the full amount due.
10.3 The Buyer ordering Products at the Seller for the first time, may be required by the Seller to pay the full order amount prior to delivery. Payment is made by book entry.
10.4 If the Buyer is not established in the Netherlands, payment of the full order amount shall be made at all times prior to delivery of the Products ordered.
10.5 In case of multiple Buyers, every Buyer is jointly and severally liable towards the Seller for payment of the total invoice amount in case the Products are ordered for all these Buyers.
10.6 Payments made by the Buyer shall always be used to pay all interest and costs due in the first place, and in the second place to payable invoices that have been outstanding the longest, even if the Buyer explicitly states that payment relates to a later invoice.
10.7 If the Buyer objects to the amount of an invoice, he must notify Seller in writing within seven (7) days after the invoice date, on penalty of forfeiture of the invoice. The submission of the objection shall not suspend the Buyer’s obligation to pay.
11.1 The Seller shall only be liable towards the Buyer for damage resulting from a serious culpable breach of performance of the Agreement, which can only be referred to if the Seller does not observe the required care and expertise in the execution of the Agreement.
11.2 If it has been demonstrated that the damage as referred to in Paragraph 1 of this Article is caused by intent or gross negligence on the part of the Seller, the compensation due in that respect shall be limited to the principal amount of the Products delivered which is covered by the declaration of liability and the amounts invoiced in respect thereof.
11.3 If damage is caused by or in connection with the Products delivered by the Seller or otherwise to persons or goods, for which he is liable, then such liability shall be limited to the amount of the payment on the basis of the (general) liability insurance taken out by the Seller, including the excess borne by the Seller in connection with that insurance.
11.4 The Seller shall only be liable for direct damage. The Seller is not obliged to pay compensation for indirect damage suffered by the Buyer, including but not limited to working hours, consequential damage, loss of profit, physical injury, damaging/alteration of (material) goods and damage as a result of business interruption.
11.5 The Seller shall exercise due care when hiring third parties not working in its organisation. The Seller is not liable for serious shortcomings towards the Buyer or for any errors or shortcomings of these third parties.
In that case the Buyer shall be obliged to hold the third parties hired liable and to recover any damage suffered by these third parties.
11.6 The Buyer shall indemnify the Seller against all claims (such as damages and legal claims) from third party(-ies) connected with the execution of the Agreement between the Buyer and the Sellerunless they are claims resulting from intent or gross negligence on the part of the Seller.
12 Passing of risk
12.1 The risk of loss, damage or depreciation shall pass to the Buyer at the moment that the Products are brought under the control of the (end users of) Buyer, or, in the case of delivery ex-warehouse, at the moment that the notification as referred to in Article 4 Paragraph 3 has been made to the Buyer.
13.1 The Products to be delivered by the Seller comply with the statutory and customary requirements and standards that can reasonably be set at the time of delivery and for which they are intended in normal use in the Netherlands. The warranty set out in this Article applies to Products intended for the use within the Netherlands. In the event of use outside the Netherlands the Buyer must verify himself whether its use is suitable for use over there and comply with the conditions imposed. In that case the Seller may set another warranty and other conditions with regard to the Products to be delivered or work to be carried out.
13.2 If the warranty provided by the Seller relates to a Product that was produced by a third party the warranty is limited to that provided by the producer of the Productsunless stated otherwise.
13.3 The Buyer is obliged to immediately inform the Seller of any form of (additional) guarantee provided by the Buyer to its end users in respect of Products manufactured by the Seller. In the event of a guarantee granted by the Seller, the Seller will only reimburse a maximum rate per warranty case as agreed in advance with the Buyer. The Seller shall never be liable for any extra costs (call-out charges/urgency rates etc.) that the Buyer will (or must) incur as part of his/her guarantee to the end user. These costs are not eligible for compensation by the Seller.
13.4 Any form of warranty shall lapse if a defect arises as a result of, or ensues from injudicious or unfair use thereof or use after the expiry date, incorrect storage or maintenance thereof by the Buyer and / or by third parties when, without the written consent from the Seller, the Buyer or third parties have made or attempted to make changes to the Product, other Products that are not supposed to be attached to the Product or the Products have been attached to the Product, or they have been processed not as prescribed. The Buyer is obliged to communicate the date of installation to the Seller within one week after installation by providing the serial number of the installed Product.
13.5 The Buyer shall also not be entitled to a warranty claim if the defect has arisen due to or as a result of circumstances beyond the Seller’s control, including weather conditions (such as, but not limited to, extreme rainfall or temperatures).
14 Complaints and claims
The Buyer is obliged to inspect (have inspected) the delivered Products immediately upon delivery of the Products. In addition, the Buyer shall check whether the quality and/or quantity of the delivered Products corresponds to what has been agreed and meets the requirements that the parties have agreed on in this respect. Any visible defects must be reported to the Seller in writing within seven days after delivery. Any invisible defects must be reported to the Seller in writing immediately, but in any case not later than within fourteen days of discovery. The notification must contain a description of the defect in as much detail as possible so that the Seller is able to respond adequately. The Buyer must give the Seller the opportunity to investigate a complaint or have a complaint investigated.
14.1 If the Buyer files a complaint in time, this does not suspend his payment obligation. In that case the Buyer shall also remain obliged to purchase and pay for the other Products ordered.
14.2 If a defect is reported later, the Buyer is no longer entitled to repair, replacement or compensation.
14.3 If it is established that a Product is defective and the Buyer has filed a complaint in time, the Seller will replace the defective Product within a reasonable period of time after receipt of the Product or, if it is not reasonably possible to return the Product, a written notification in respect of the defect by the Buyer, at the Seller’s discretion, replace the Product or arrange for its repair or pay the Buyer compensation in lieu thereof. In the event of replacement, the Buyer shall be obliged to return the replaced Product to the Seller and to provide the Seller with its ownershipunless the Seller indicates otherwise.
14.4 If it is established that a complaint is unfounded then the (investigation) costs incurred by the Seller on the part of the Seller shall be borne in full by the Buyer.
14.5 After expiry of the warranty period, all costs for repair or replacement, including administration, shipping and delivery costs, will be charged to the Buyer.
15 Limitation period
15.1 Contrary to the statutory limitation periods, the limitation period for all claims and defences against the Seller and any third parties hired by the Seller in the execution of an Agreement shall be one year.
15.2 If there are circumstances in which it appears that the delivered Products do not comply with the Agreement, the limitation period in Paragraph 1 does not apply. Such claims and defences shall expire two years after the Buyer has notified the Seller of non-conformity.
16 Force majeure
16.1 The Seller shall not be obliged to fulfil any obligation towards the Buyer if he is prevented in doing so as a result of a circumstance that is not attributable to his fault and will not be for its account pursuant to the law, legal act or generally accepted views.
16.2 In these general Terms and Conditions, force majeure shall be understood to mean, in addition to what is understood in the law and case law in this respect, all external causes, foreseen or unforeseen, over which the Seller cannot exert any influence, but as a result of which the Seller is unable to fulfil its obligations. Strikes in the company of the Seller or third parties included, The Seller shall also be entitled to invoke force majeure if the circumstance preventing (further) fulfilment execution of the Agreement, commences after the Seller should have fulfilled its obligation.
16.3 The Seller may suspend the obligations under the Agreement during the period of force majeure. If this period lasts longer than two months, then either party shall be entitled to dissolve the Agreement, without any obligation to compensate the other party for damage.
16.4 Insofar as the Seller has already partially fulfilled its obligations under the Agreement or will be able to fulfil them at the time of the occurrence of force majeure, and insofar as independent value accrues to the part already fulfilled or to be fulfilled respectively, the Seller is entitled to invoice the part already fulfilled or to be fulfilled separately. The Buyer is obliged to pay this invoice as if it were a separate agreement.
17 Collection costs
17.1 If the Buyer fails to pay the claim in time, the Seller will, after a written reminder, pass on the claim for collection.
17.2 If the Buyer is in default, the Seller shall be entitled to extrajudicial collection costs of 15% of the principal sum due, with a minimum of € 125.00.
17.3 The Seller is at all times entitled to demand (extra) security in the form of (for example) a security deposit, a guarantee or bank guarantee. In any case the Seller shall demand security if, on the basis of facts and/or circumstances, he can reasonably doubt that the Buyer will or can fulfil his payment obligations, or in the event that the Buyer becomes liable to pay unusually high amounts for variable costs in a limited period of time, or if he does not have a fixed place of residence, stay or place of establishment in the Netherlands (anymore).
18.1 The Parties are obliged to maintain confidentiality towards third parties of all confidential information they have obtained from each other and/or others within the framework of the Agreement. Confidential information shall in any event be understood to mean information of which one of the parties has communicated that it is confidential or information from which it can reasonably be deduced that the information should be confidential.
18.2 The Seller shall ensure that his employees and third parties hired by him in connection with an assignment shall also comply with the confidentiality.
18.3 These obligations shall also continue to exist after termination of the Agreement for any reason whatsoever, and for as long as the providing party can reasonably claim the confidentiality of the information.
19 Dispute settlement and applicable law
19.1 All orders and agreements and legal acts between the Buyer and the Seller shall be governed by Dutch law.
19.2 The court in the Seller’s place of business shall have jurisdiction to hear disputes.
19.3 The latest published version of the Terms and Conditions or the version applicable at the time of the conclusion of the Agreement shall always apply.
19.4 The Seller is entitled to amend the Terms and Conditions and declare the amended Terms and Conditions applicable to existing agreements.
19.5 If the Seller declares the amended Terms and Conditions applicable to existing agreements, the Seller will notify the changes in good time. The amended Terms and Conditions will enter into force 31 days after the written notification of the change unless a later date is stated on the notification.
19.6 If the Buyer does not wish to accept an amendment to the Terms and Conditions, he may terminate the Agreement by the date on which the amended Terms and Conditions take effect. In that event the Buyer must notify the Seller in writing of the termination as soon as possible, but no later than within two (2) weeks after the written notification.
20 Location of the conditions
20.1 These conditions are published on the website of the Seller.