GENERAL TERMS AND CONDITION
FOR DELIVERY TO CONSUMERS
Voorburg, The Netherlands
hereinafter to be referred to as: user
Article 1 Definitions
1. In the present general terms and conditions, the following terms are used in the sense given below, unless explicitly indicated otherwise.
User: the user of the general terms and conditions;
Consumer: an opposite party being a natural person who does not act in the course of a business or in the course of a profession;
Agreement: the agreement between the user and the consumer;
Consumer purchase: the agreement of sale concerning a movable thing concluded by a seller acting in the course of a profession or a business, and a consumer being a natural person, who does not act in the course of a profession or business.
Article 2 General
1. The present terms and conditions shall apply to each and every offer, tender and agreement between user and a consumer, to which user has declared the present terms and conditions applicable, insofar as parties have not explicitly deviated from the present terms and conditions in writing.
2. The present terms and conditions shall also apply to agreements with user, the execution of which calls for the services of third parties.
3. Possible deviations from the present general terms and conditions shall only be valid provided they have been explicitly agreed upon in writing.
Article 3 Offers and Tenders
1. All offers and tenders shall be free of obligation and shall be made in one written form or other, unless user forgoes a written offer for practical, urgent or other reasons. The offer shall bear a date, or shall provide the possibility to be determined according to the date.
2. User shall only be bound by offers and tenders if the consumer accepts such, preferably in writing, within 14 days. The prices given in an offer shall include VAT, unless indicated otherwise.
3. It shall not be possible to bind user to his offers and tenders if the consumer should have understood in accordance with the requirements of reasonableness and fairness and according to the usual criteria in social and economic life that the offer or tender, or part thereof, obviously contains a mistake or an error in writing.
4. If the acceptance deviates (on secondary items) from the offer given, user shall not be bound by it. The agreement shall in such event not be concluded in accordance with said deviating acceptance, unless user indicates otherwise.
5. A compound quotation shall not oblige user to deliver part of the goods contained in the offer or tender against a corresponding part of the given quotation.
6. Offers and tenders shall not apply automatically to repeat orders.
Article 4 Conclusion of the Agreement
1. The present agreement shall be concluded through the timely acceptance by the consumer of user’s offer.
Article 5 Delivery
1. Unless agreed upon otherwise, delivery shall be made ex works/store/warehouse of user.
2. The consumer shall be held to take delivery of the purchased goods the moment said goods are at his disposal or handed over to him.
3. If the consumer refuses to take delivery of the purchased goods or fails to give the information or instructions necessary to their delivery, the goods destined for delivery shall be stored at the consumer’s risk following notification of the consumer by user. In said event, the consumer shall owe all additional costs.
4. If, in the framework of the execution of the agreement, user requires data to be given by the consumer, the term of delivery shall commence after the consumer has provided user with said data.
5. If user has given a term of delivery, it shall only be indicative. A given term of delivery shall therefore never constitute a term to be observed on penalty of forfeiture of rights. The final term of delivery shall, however, never exceed the given term of delivery by more than one week, unless there is a matter of force majeure. If the term of delivery is exceeded, the consumer must give user notice of default in writing.
6. The product should be delivered within 30 days of the order. If this does not occur, the consumer can cancel the sale without consequences, effective immediately, unless another delivery time was agreed upon.
Article 6 Guarantee
1. User shall guarantee that the goods to be delivered shall meet the usual requirements and standards that can be set for and made upon them and that they shall be free of any defect whatsoever.
2. The guarantee mentioned under 1 shall equally apply if the goods to be delivered are destined for use abroad and if the consumer explicitly informed user of this use in writing the moment the agreement was entered into.
3. The guarantee mentioned under 1 shall be valid for a period of 2 months following delivery.
4. User shall give the consumer a written certificate of guarantee. In the absence thereof, the note of purchase shall serve as proof with respect to the guarantee.
5. If the good to be delivered does not comply with said guarantee, user shall, at his discretion, replace or see to the repair of the good, within a reasonable period of time following receipt thereof, or, if the good cannot be returned in reason, following notification of the defect by the consumer. In the event
the good is replaced, the consumer shall already now undertake to return the replaced good to user and to transfer ownership of it to user.
6. The guarantee mentioned for this purpose shall not apply when the defect originated as the result of injudicious or improper use or when the consumer or third parties have introduced changes or tried to introduce changes to the good without user’s consent in writing or if they have used it for purposes for which the good was not intended.
7. The guarantee mentioned for this purpose shall not apply when the defect originated as the result of use for which the product is intended. More specifically, for articles that are meant to protect a person by damaging, the guarantee does not apply.
8. In case the delivered good does not comply with the agreement and this non-conformity is a defect as mend in the product-liability rules, the user is not liable for any consequential damage resulting from the defect.
9. All that is stated in these general terms and conditions about guarantee, has no effect on the guarantees of the consumer by reason of the law, everything with due observance of the provisions set out in these general terms and conditions and in the agreement, including the nature and quality of which is sold and delivered to the consumer.
10. Consumers have the right to a cooling period of 7 days after delivery of the product. If they sent the product back within 7 days, they will not be charged for shipment of administration costs.
11. If the consumer sends the products back within the cooling period, the paid amount will be refunded within 30 days.
Article 7 Samples and Models
1. If user has shown or given the consumer a sample or model, the good shall correspond with it, unless the showing happened or the sample was given by way of indication.
Article 8 Retention of Title
1. User shall remain the full owner of the delivered good until the purchase price has been paid in full.
Article 9 Inspection & Complaints
1. The consumer shall be held to inspect the delivered goods (to have the delivered goods inspected) the moment of delivery (handing over), but in any case in as short a period of time as possible. In this respect, the consumer must examine whether the quality and the quantity of the delivered goods comply with what was agreed upon, or at least whether they meet the requirements applying to said goods in normal (business) transactions.
2. Possible visible shortcomings must be communicated in writing to user within three days following delivery and this together with the simultaneous submission of the certificate of guarantee and the defect good, unless the latter is impossible or unreasonably onerous.
3. The consumer must inform user of a non-visible defect within 8 days following its detection, but in any case before the guarantee period expires, observing the stipulations of the previous paragraph of the present article. When the guarantee period has expired, user shall be entitled to charge the consumer for all repair or replacement costs, including administration and shipment costs as well as call-out charges.
4. If in accordance with the previous paragraph, the consumer files his complaint in due time, he shall still be held to take delivery and effect payment of the goods purchased. If the consumer wishes to return defect goods, he shall do so following prior consent in writing from user.
Article 10 Transfer of Risk
1. The risk of loss of, or damage to the products being the subject of the agreement, shall be transferred to the consumer the moment said products are judicially and/or actually delivered to the consumer and therefore fall into the power of the consumer or of third parties to be appointed by the consumer
Article 11 Price Increase
2. If user agrees upon a certain price with the consumer the moment the agreement is concluded, user shall nevertheless be entitled to increase the price, even in the event that the initial price was not given subject to approval.
3. If a price increase takes place within the first three months following the conclusion of the agreement, the consumer can dissolve the agreement with a written statement regardless the percentage with which the price was increased, unless
1. the increase is the result of a power given to the user by law.
2. the user is obligated to increase the price by (virtue of) law.
3. it is stipulated that delivery will take place more than three months after parties have entered into the contract.
Article 12 Payment
1. Unless agreed upon otherwise, payment must be made net cash upon delivery.
2. If payment is not made in cash, it must be effected before delivery, in a way to be indicated by user and in the currency in which the goods were invoiced.
3. If payment is not made in cash, it must be effected within 14 days from the date of invoice, in a way to be indicated by user and in the currency in which the goods were invoiced.
4. Contestation of the amount of the invoices shall not suspend the fulfilment of the payment obligation.
5. After the expiry of 14 days from the date of invoice, the consumer shall be in default by operation of law; commencing on the moment the consumer is in default, he shall owe an interest of 1% per month on the amount due and payable, unless the statutory interest rate is higher, in which case the statutory interest rate shall apply.
6. User’s claims and the consumers obligations vis à vis user shall become due on demand in the event of bankruptcy, suspension of payment or curatorship.
7. User shall be entitled to have the payments made by the consumer go first of all to reduce the costs, subsequently to reduce the interest still due and finally to reduce the principal sum and the current interest. User shall have the right, without this leading user to be in default, to refuse an offer for payment, if the consumer designates a different sequence of attribution. User shall be entitled to refuse full payment of the principal sum, if said payment does not include the interest still due, the current interest and the costs.
Article 13 Suspension and Dissolution
1. The user is authorized to suspend the fulfillment of the obligations or to dissolve the agreement if:
§ the consumer does not or not fully comply with the obligations under the agreement.
§ after the conclusion of the agreement, the user becomes aware of circumstances that give good reason to fear that the consumer will not fulfill the obligations. If there is good reason to fear that the consumer will only partially or improperly fulfill his obligations, the suspension is only permitted insofar as the shortcoming justifies it.
§ when the contract was concluded, the consumer was asked to provide security for the fulfillment of his obligations under the agreement and this security is not provided or is insufficient.
2. Furthermore, the user is authorized to dissolve the contract or have it dissolved if circumstances arise which are of such a nature that fulfillment of the contract is impossible or can no longer be demanded according to the standards of reasonableness and fairness or if circumstances arise which otherwise entail. nature that unaltered maintenance of the agreement cannot reasonably be expected.
3. If the agreement is dissolved, the claims of the user on the consumer are immediately due and payable. If the user suspends fulfillment of the obligations, he retains his rights under the law and the agreement.
4. The user always reserves the right to claim compensation.
Article 14 Collection costs
1. If the consumer is in default or fails to fulfill one or more of his obligations, all reasonable costs incurred in obtaining satisfaction out of court will be borne by the consumer. If the consumer fails to pay a sum of money on time, he will forfeit an immediately payable penalty of 15% of the amount still owed. This with a minimum of € 50.00.
2. If the user proves to have incurred higher costs, which were reasonably necessary, these will also be eligible for reimbursement.
3. Any reasonable judicial and execution costs incurred are also for the account of the consumer.
4. The consumer owes interest on the collection costs incurred.
Article 15 Indemnities
1. The consumer indemnifies the user against claims from third parties with regard to intellectual property rights on materials or data provided by the consumer, which are used in the execution of the agreement.
2. If the consumer provides information carriers, electronic files or software etc. to the user, he guarantees that the information carriers, electronic files or software are free from viruses and defects.
Article 16 Liability
1. If goods delivered by the user are defective, the liability of the user towards the consumer is limited to what is arranged in these conditions under “Guarantees”.
2. When the producer of a defective item is liable for consequential damage, the liability of the user is limited to repair or replacement of the item or refund of the purchase price.
3. Without prejudice to the above, the user is not liable if the damage is due to intent and / or gross negligence and / or culpable acts, or improper or improper use of the consumer.
4. The limitations of liability for direct damage included in these conditions do not apply if the damage is due to intent or gross negligence of the user or his subordinates.
Article 17 Force majeure
1. The parties are not obliged to comply with any obligation if they are hindered to do so as a result of a circumstance that is not due to fault and is not for their account under the law, a legal act or prevailing opinions.
2. Force majeure in these general terms and conditions means, in addition to what is understood in this respect in law and jurisprudence, all external causes, foreseen or unforeseen, over which the user cannot exert influence, but as a result of which the user is unable to fulfill its obligations. to come. This includes strikes in the user’s company.
3. The user also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment occurs after the user should have fulfilled his obligation.
4. Parties can suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, each of the parties is entitled to dissolve the agreement, without obligation to pay compensation to the other party.
5. For as much user that at the time of the occurrence of force majeure has partially fulfilled his obligations under the agreement or will be able to fulfill them, and that the part fulfilled or to be fulfilled has independent value, the user is entitled to fulfill or already fulfill come to invoice part separately. The consumer is obliged to pay this invoice as if it were a separate agreement.
Article 18 Disputes
1. The judge in the place of business of the user has exclusive jurisdiction to hear disputes, unless the subdistrict court has jurisdiction. Nevertheless, the user has the right to submit the dispute to the competent court according to the law.
2. Parties will only appeal to the courts after they have made every effort to settle a dispute by mutual agreement.
Article 19 Applicable law
1. Dutch law applies to every agreement between the user and the consumer. The Vienna Sales Convention is expressly excluded.
2. In the event of an explanation of the content and scope of these general terms and conditions, the Dutch text will always be decisive.
Article 20 Change, explanation and location of the conditions
1. These conditions have been filed at the office of the Chamber of Commerce in The Hague.
2. In the event of an explanation of the content and scope of these general terms and conditions, the Dutch text will always be decisive.
3. The most recently filed version or the version applicable at the time of the conclusion of the agreement shall always apply.