GENERAL TERMS AND CONDITIONS ONLINE SALE (B2C)
Applicability of general conditions
Right of withdrawal
Modification of agreement
Deliver and transfer at risk
Sample and models
Transfer of rights
Retention of title and right to retention
Choice of form
Article 1: Definitions.
1. GRLLA Amsterdam, established in Schagen, Chamber of Commerce number 72810904, is referred to in these general terms and conditions as the seller.
2. The other party of the seller is seen to in these general terms and conditions as the buyer.
3. The parties are seller and buyer together.
4. The agreement means the purchase agreement between the parties.
Article 2: Applicability of general conditions
1. These terms and conditions apply to all quotations, offers, agreements and deliveries of services or goods by or on behalf of the seller.
2. Deviating from these terms and conditions is only possible if this has been agreed explicitly and in writing by the parties.
Article 3: Payment
1. The full purchase price is always paid immediately in the store. For reservations, a deposit is expected in some cases. In that case, the buyer receives proof of the reservation and the prepayment.
2. If the buyer does not pay on time, he is in default. If the buyer remains in default, the seller is entitled to suspend the obligations until the buyer has fulfilled his payment obligation.
3. If the buyer stays in default, the seller will proceed to the collection. The buyer will bear the costs related to this collection. The Reimbursement calculates these collection costs for extrajudicial collection costs.
4. In the event of liquidation, bankruptcy, attachment or suspension of payment of the buyer, the seller's claims against the buyer shall become immediately due and payable.
5. If the buyer refuses to cooperate with the execution of the order by the seller, he is still obliged to pay the agreed price to the seller.
Article 4: Offers, quotations, and price
1. Offers are without obligation unless a term of acceptance is mentioned in the proposal. If the offer is not accepted within that period, the offer will lapse.
2. Delivery times in quotations are indicative and do not give the buyer the right to dissolution or compensation if this will exceed unless parties have explicitly agreed otherwise in writing.
3. Offers and quotations do not automatically apply to repeat orders. The parties must expressly consent to this in writing.
4. The price stated on proposals, quotes, and invoices consists of the purchase price including the VAT due and any other government levies.
Article 5: Right of withdrawal
1. The consumer has the right to terminate the contract without giving any reason within 14 days after receipt of the order (right of withdrawal). The term starts from the moment the consumer receives the (complete) order.
2. There is no right of withdrawal if the products are made to measure according to their specifications or are only kept for a short period.
3. The consumer can use a seller's withdrawal form. The seller is obliged to make this available to the buyer immediately after the buyer's request.
4. During the reflection period, the consumer will handle the product and packaging carefully. He will only unpack or use the product to the extent that is necessary to assess whether he wishes to keep the product. If he makes use of his right of withdrawal, he will return the unused and undamaged product with all accessories and - if reasonably possible - in the original shipping packaging to the seller, following the reasonable and clear instructions provided by the entrepreneur.
Article 6: Modification of agreement
1. If during the execution of the agreement it appears that for the proper performance of the assignment it is necessary to change or supplement the work to be carried out, the parties shall timely and in mutual consultation adjust the agreement accordingly too.
2. If the parties agree that the agreement will be amended or supplemented, the time of completion of the execution can be influenced as a result. The seller will inform the buyer as soon as possible.
3. If the change or supplement to the agreement has financial or qualitative consequences, the vendor will notify the purchaser of this in writing in advance.
4. If the parties have agreed on a fixed price, the seller will indicate to what extent the change or supplement to the agreement will result in an exceeding of this price.
5. Contrary to the provisions of the third paragraph of this article, the seller can not charge additional costs if the change or supplement is the result of circumstances that can be attributed to him.
Article 7: Delivery and transfer of risk
1. As soon as the purchased products have been received by the buyer, the risk passes from the seller to the buyer.
Article 8: Investigation, complaints
1. Buyer is obliged to deliver the delivered goods at the time of delivery, but in every case to be investigated within as short a time as possible. In doing so, the buyer should examine whether the quality and quantity of the delivered goods correspond with what the parties have agreed, at least that quality and quantity meet the requirements that apply to regular (commercial) traffic.
2. Complaints regarding damage, shortages or loss of delivered goods must be submitted in writing to the seller within 14 working days after the day of delivery of the products by the buyer.
3. If the complaint is well-founded within the set term, the seller has the right to either repair or to deliver again, or to abandon delivery and send the buyer a credit note for that part of the purchase price. 4. Minor or customary deviations and differences in quality, quantity, size or finish cannot be invoked against the seller.
5. Complaints relating to a particular product do not influence other products or parts belonging to the same agreement.
6. No complaints will be accepted after processing the goods at the buyer.
Article 9: Samples and models
1. If a sample or model has been shown or provided to the buyer, then it is presumed to have been provided as an indication without the item to be delivered having to comply with it. This is different if the parties have explicitly agreed that the item to be delivered will correspond to this.
2. In the case of agreements concerning immovable property, the indication of the surface area or other dimensions and signs shall also be presumed to be intended as an indication only, without the goods to be delivered have to be answered.
Article 10: Delivery
1. Delivery is made 'ex works / store / warehouse'. This means that all costs are for the buyer.
2. The buyer is obliged to take delivery of the goods at the moment that the seller delivers them or has them delivered to him, or at the moment at which these items are made available to him according to the agreement.
3. If the buyer refuses to take delivery or is negligent in providing information or instructions that are necessary for the delivery, the seller is entitled to store the goods at the expense and risk of the buyer.
4. If the goods are delivered, the seller is entitled to charge any delivery costs.
5. If the seller requires information from the buyer for the execution of the agreement, the delivery period commences after the buyer has made this information available to the seller.
6. A delivery period stated by the seller is indicative. This is never a fatal deadline. If the term is exceeded, the buyer must give notice of default to the seller in writing.
7. The Seller is entitled to deliver the goods in parts, unless the parties have agreed otherwise in writing or if the delivery does not have an independent value. The seller is, upon delivery in parts, entitled to invoice these parts separately.
Article 11: Force majeure
1. If the seller can not, not timely or not adequately fulfill his obligations under the agreement by force majeure, then he is not liable for damage suffered by the buyer.
2. Force majeure, in any case, means any circumstance with which the seller could not take into account at the time of agreeing and as a result of which the buyer cannot reasonably demand the normal execution of the agreement. Such as illness, war or war danger, civil war and riot, molestation, sabotage, terrorism, power failure, flooding, earthquake, fire, occupation, strikes, workforce exclusion, altered government measures, transport problems, and other shortcomings in the seller's business.
3. Furthermore, the parties under force majeure understand the circumstance that subcontractors of which the seller is dependent for the implementation of the agreement, do not fulfill the contractual obligations towards the seller unless this can be blamed on the seller.
4. If a situation as referred to above arises as a result of which the seller can not fulfill its obligations towards the buyer, these obligations will be suspended as long as the seller can not meet his requirements. If the situation referred to in the previous sentence has lasted 30 calendar days, the parties have the right to dissolve the agreement in writing in whole or in part.
5. In case the force majeure lasts longer than three months, the buyer has the right to dissolve the agreement with immediate effect. Dissolution can only be done by registered mail.
Article 12: Transfer of rights
1. Rights of a party from this agreement cannot be transferred without the prior written consent of the other party. This provision applies as a clause with a property law effect as referred to in Section 3:83 (2) Dutch Civil Code.
Article 13: Retention of title and right of retention
1. The goods and items and items supplied at the seller shall remain the property of the seller until the buyer has paid the entire agreed price. Until then, the seller can invoke his retention of title and take back the goods.
2. If the agreed advance amounts are not paid or not paid on time, the seller has the right to suspend the work until the accepted part has been spent. There is then a creditor's default. A late delivery can in that case not be made against the seller.
3. The Seller is not authorized to pledge the goods if they are falling under his retention of title nor encumber them in any other way.
4. The seller undertakes to ensure the products delivered to the buyer under retention of title and to keep them insured against fire, explosion, and water damage as well as against theft and to make the policy available for inspection on the first request.
5. If items have not yet been delivered, but the agreed prepayment or price has not been paid following the agreement, the seller has the right of retention. The case will then not be delivered until the buyer has paid in full and following the agreement.
6. In the event of liquidation, insolvency or suspension of payment of the buyer, the obligations of the buyer are immediately due and payable.
Article 14: Liability
1. Any liability for damage arising from or connected with the execution of an agreement is always limited to the amount that is paid by the closed liability insurance (s) in the relevant case. The amount of the deductible increases this amount according to the appropriate policy.
2. The seller's liability for damage resulting from intent or deliberate recklessness on the part of the seller or his managerial subordinates is not excluded.
Article 15: Complaint obligation
1. The buyer is obliged to report complaints about the work performed to the seller immediately. The complaint contains as detailed a description as possible of the shortcoming so that the seller can respond adequately.
2. If a complaint is well-founded, the seller is obliged to repair the goods and to replace them if necessary.
Article 16: Guarantees
1. If guarantees are included in the agreement, the following applies for seller warrants that the sold products comply with the agreement, that it will function without defects and that it is suitable for the use that the buyer intends to make. This guarantee applies for a period of two calendar years after receipt of the sold by the buyer.
2. The warranty in question is intended to establish a risk distribution between the seller and the buyer such that the consequences of a breach of a guarantee are always entirely at the risk and expense of the seller and that the seller can never breach a warranty in this respect. This appeals to Section 6:75 BW. The provisions of the previous sentence also apply if the infringement was known to the buyer or could have been known by conducting research.
3. The said warranty does not apply if the defect arose as a result of injudicious or improper use or if - without permission - the buyer or third parties have made changes or attempted to make changes or used the purchased goods for purposes for which it is not intended.
4. If the warranty provided by the seller relates to a case produced by a third party, the guarantee is limited to the guarantee provided by that producer.
Article 17: Applicable law
1. This agreement between seller and buyer is exclusively governed by Dutch law. The Dutch judge is competent.
2. The applicability of the Vienna Sales Convention is excluded.
3. If one or more provisions of these general terms and conditions are regarded as unreasonably onerous in legal proceedings, the remaining provisions will remain in full force.
Article 18: Choice of forum
All disputes arising from this agreement are exclusively submitted to the competent court of the District Court of Noord-Holland.