GENERAL CONDITIONS FOR CONSUMER DELIVERY
hereafter called: user
Article 1 Definitions
1. In these general conditions, the following terms are used in the following meaning, unless stated otherwise:
User: the user of the general conditions;
consumer: a person who doesn't act in name of a company or profession;
Consumer purchase: the agreement to sell and buy a moveable property, which is made by a seller who acts in the name of a company or profession and a consumer, a natural person, who doesn\’t act in the name of a company or profession.
Article 2 General
1. These conditions are valid for every (special) offer and agreement between a user and a consumer, for which the user has proclaimed these conditions applicable, as far as both parties haven\’t deviated from these conditions, explicitly and in writing.
2. The conditions below are also applicable for agreements with the user, if the execution of the agreement involves third parties.
3. Deviations from these conditions are only valid when they are agreed upon on a written basis.
(Refer to: article-related explanation in 1).
Article 3 (Special) Offers
1. Alle (special) offers are always free of obligation, in some written form, unless user choses otherwise for practical, urgent or other reasons.The offer contains a date or is dateable.
2. The user is only committed to (special) offers, if the user agrees with the offer within 14 days, preferably in writing. The prices mentioned in the offer are VAT inclusive, unless stated otherwise.
3. The user cannot be committed to his (special) offers if the consumer had to understand, in terms of reason and fairness and the common social opinions, that the (special) offer or part of it contained an obvious mistake or typing error.
4. If the agreement (concerning issues mentioned below) deviates from the conditions mentioned in the (special) offer, the user is not bound by this (special) offer. The agreement, containing these deviating conditions, will not be valid, unless the user states otherwise.
5. A composite offer does not oblige the user to deliver part of the goods mentioned in the offer at a proportional part of the agreed price.
6. (Special) offers are not valid for reorders.
(Refer to: article-related explanation in 2).
Article 4 Realization of the agreement
1. The agreement is realized by the acceptance of the agreement by the consumer in a timely fashion.
Article 5 Delivery
1. Unless agreed otherwise, the goods are delivered ex works.
2. The consumer is obligated to take over the goods at the time that they become available.
3. If the consumer refuses to take over the goods or fails to provide sufficient information needed for delivery of the goods, the user will store the goods at the risk of the consumer, after first having warned the consumer. In this case, the consumber will be liable for all additional costs.
4. If user and consumer agree on delivery of the goods, the consumer will pay for the delivery of the goods. The user has the right to bill the costs of delivery seperately.
5. If it is agreed that delivery of the goods will happen in different stages, the user has the right to stop the execution of those parts which belong to a next stage, until the consumer has approved, in writing, the execution of the previous stage.
6. If the user needs data from the consumer for execution of the agreement, the delivery time starts from the moment the consumer provides these data to the user.
7. The delivery time given by the user, is a pure indication. The delivery time given is not binding. However, the final delivery time will not exceed the indicated delivery time by more than one week, unless this is caused by force majeure. If the delivery time is exceeded, the consumer should serve notice upon the user.
(Refer to: article-related explanation in 3).
Article 6 Warranty
1. The user guarantees that the goods to be delivered, comply with the usual standards and are excempt from defects.
2. The warranty mentioned under 1. is also valid if the goods to be delivered are destined abroad, provided that the consumer has informed the user in a timely fashion at the time of realization of the agreement.
3. The warranty mentioned in 1. is valid for a period of 14 days after delivery for non-electrical goods. The warranty mentioned under 1. is valid for a period of 3 months after delivery for electrical goods.
4. If the goods do not comply with these guarantees, the user will take care of the replacement or the repair of the good (to be chosen by the consumer) within reasonable time after receipt of the good. If return of the goods is not reasonably possible, the user will take care of the good after receipt of the notice by the consumer.
5. The warranty mentioned above is not valid when the failure is caused by improper or unjudgemental use of the good or when consumer or third parties have or have tried to make changes to the good or have tried to use it for other causes than it was originally conceived and this without written confirmation from the user.
6. If the good(s) delivered do not comply with what was agreed, and the non-compliance is a failure in the sense of product responsibility, the user cannot be held responsible for the damage caused.
(Refer to: article-related explanation in 3).
Article 7 Samples and models
1. If the user provides a sample or model to the consumer, this sample or model will be equal to the case, unless the sample or model provided acted as an indication.
Article 8 Right of ownership
1. The user stays full owner of the good until the moment that the price is paid in full by the consumer.
Article 9 Research, advertizing
1. The consumer has to check the goods delivered, at the moment of delivery or within the most short amount of time after delivery. The consumer has to check whether the goods comply with the quality and/or quantity that was agreed or that the goods meet the standards which are valid in normal trade.
2. Possible visible defects have to reported to the user in writing, within 3 days after delivery, unless this is impossible or unreasonable.
3. A hidden defect has to be reported in writing to the user, within 8 days after discovery of the defect by the consumer, but before the end of the warranty period, taking into account what was stated in article 2. After the warranty period has expired, the user has the right to charge all costs needed for repair or replacement, including administrative and shipping costs.
4. In case of damage or missing caused by transport, organized by a third party, the results of the inquiry by the third par
5. If, in case of previous paragraph, the consumer reacts in time, the consumer is still obliged to take over and purchase the goods. If the consumer can only return faulty goods with written permisson of the user and in the way that is indicated by the user.
(Refer to: article-related explanation in 5).
Article 10 Risk-transfer
1. The risk of loss or damaging of the goods that are subject of the agreement, is passed on from the user to the consumer at the moment that the goods are delivered (judicial or factual) to the consumer, hereby leaving the goods in the power of the consumer or of a third party, indicated by the consumer.
2. The costs of the risk of loss of goods during shipment are at the user\’s expense.
3. The costs of the risk of damage of the goods during shipment are both at the expense of the user and the consumer. Both will receive 50 % of the amount paid by the shipping company.
(Refer to: article-related explanation in 6).
Article 11 Price increase
1. If the user has agreed upon a certain price at the moment of the agreement, the user has nonetheless the right to change the price, even if the user hasn\’t given the price with reservation.
2. If a price increase takes places within two months after closing the agreement, the consumer has the right to dissolve the agreement by written statement, unless the competence to increase the price is a result of a legal-related competence.
3. If the price increase takes place after two months after the closing of the agreement, the consumer can dissolve the agreement, if the price increase is more than 5%, unless the price increase is a result of change in the agreement or a legal-related competence.
(Refer to: article-related explanation in 7).
Article 12 Payment
1. Unless agreed otherwise, the payment should be made cash on delivery.
2. If the payment does not take place cash on delivery, the payment should be made within 14 days after date of invoice, in the way indicated by the user and in the currency of the invoice.
3. Objections against the invoice amount do not excempt the obligation to pay the invoice.
4. After the expiration of 14 days after the invoice date, the consumer is in default. From that moment on, the consumer has to pay an interest of 1% on the amount due, unless the legal interest is higher.
5. In case of bankruptcy, suspension of payment, legal restraint, the claims of the user and the obligations of the consumer towards the user, are immediately claimable.
6. The user has the right to use the payments made firstly to cover the costs, secondly to cover the interest due and lastly the principal amount and the current interest.
The user can, without going in default, decline a payment if the consumer indicates another order for the imputation.
The user can decline a full redemption of the principal amount, if the redemption does not settle the interest due or current intrest and the additional costs.
(Refer to: article-related explanation in 8).
Article 13 Postponement and dissolution
1. The user is competent to postpone fulfillment of the obligations or to dissolve the agreement, if:
- The consumer does not or does not completely comply with the obligations of the agreement.
- if, after the agreement has been closed, the user finds out certain facts which could make him believe that the consumer will not fullfil his/her obligations. If there is good cause to fear that the consumer will not or will not completely fullfil his/her obligations, the dissolution of the agreement is only allowed if the shortcoming justifies it.
- the consumer, at the moment that the agreement is closed, is asked to provide certainty for the fulfillment of his/her obligations and the consumer fails to provide this certainty or if this certainty is not enough. As soon as adequate certainty is provide, the competence of dissolvement expires, unless this certainty has been delayed unreasonably because of that.
2. Furthermore, the user is competent to dissolve the agreement if situations arise which, according to rules of fairness and common sense, prohibit the execution of the agreement. The same applies when situations arise which do not further permit an unchanged preservation of the agreement.
3. If the agreement is dissolved, the claims of the user on the consumer are immediately claimable. The user retains his legal rights and the rights established in the agreement if the user postpones the fulfillment of the obligations.
4. The user always retains the right to claim damages.
Article 14 Collection charges
1. If the consumer is in default and hereby does not fullfil certain obligations, then all the additional costs to get fullfilment of these obligations will be at the expense of the consumer. The collection charges will be calculated in accordance to the collection charges advised by the Dutch Order of Attorneys in collection matters.
2. If the user can prove to have made higher costs, which were reasonable necessary, these costs will also be eligable for compensation. (Refer to: article-related explanation in 9).
Article 15 Indemnities
1. The consumer protects the user from claims of third parties related to the intellectual property on materials and data provided by the consumer and which are used in the execution of the agreement.
2. If the consumer provides information carriers, electronic files or software to the user, the consumer guarantees that these information carriers, electronic files and software are virus-free.
Article 16 Intellectual property and copyright
1. In addition to what yet has been stated in these general conditions, the user retains the user retains the rights and competences according to the regulations stipulated in the copyright law.
2. The consumer is not allowed to make changes to the goods, unless the nature of the goods implies otherwise or unless this was agreed upon in writing.
3. The designs, sketches, drawings, films, software, other materials and (electronic) files which are made by the user in the scope of the agreement, remain property of the user, despite the fact that they are made available to the consumer or other third parties, unless agreed otherwise.
4. All pieces that have been made available by the user, like designs, sketches, drawings, films, software, other materials and (electronic) files, are made available only to the consumer and they cannot be duplicated, publicated, or made available to third parties, withour prior written permission of the user, unless the nature of the pieces states otherwise.
5. The user retains the right to use the experience made in the execution of the agreement for other goals, provided that no confidential information is made available to third parties.
Article 17 Liability
1. If the goods, delivered by the user, are faulty, the liability of the user towards the consumer is limited to what has been described under \’Warranty\’.
2. When the manufacturer of a faulty good is liable for the damage caused by it, the liability of the user is limited to replacement or repair of the faulty good or refund of the purchase price.
3. Considering what has been stated above, the user is not liable if the damage caused is the result of a deliberate act and/or gross guilt and/or blameworthy acting and/or unjudicious or misuse of the good by the consumer.
4.The restrictions of liability mentioned in these conditions are not valid when the direct damage is caused by a deliberate act or gross guilt by the user or one of his subordonates.
(Refer to: article-related explanation in 10).
Article 18 Force Majeure
1. Parties are not held to fullfil any obligation, if they are prohibited to do so by circumstances which have nothing to do with blame and, in accordance with the law, a judicial act or common belief cannot be held into account.
2. Force Majeure in these general conditions means, besides what is already stated in the law and the jurisprudence, all exterior causes, forseen or not forseen, on which the user does not have any influence, but who prohibit the user to fullfil the contractual obligations. Strikes in the user\’s company are also included in force majeure.
3. The user also has the right to appeal to force majeur if the cause, who prohibits further fullfilment, takes effect after the moment the consumer should have fullfilled his/her obligations.
4. Parties are allowed to suspend the obligations from the agreement for as long as the force majeure takes place. If this period takes longer than two months, both parties are allowed to dissolve the agreement, without paying any damage to the other party.
5. If the user, at the moment that the force majeure took place, had already fulfilled part of his obligations or was able to fullfil part of his obligations and this part can be assigned a certain value, the user has the right to bill the part already fullfilled or the part that he will be able to fullfil. The consumer is obligated to fullfil this invoice as if it were a seperate agreement.
(Refer to: article-related explanation in 11).
Article 19 Disputes
1. The court in the place of business of the user is competent to take notice of disputes, unless the cantonal judge is competent. Nonetheless, the user has the right to submit the dispute to the judge who is competent according to the law. (Refer to: article-related explanation in 12).
Article 20 Apllicable law
1. On each agreement between user and consumer, Dutch law is applicable. The Vienna trade agreement is explicitly excempt.
Artikel 21 Modification and location of the conditions
1. These conditions are deposited at the offices of the Chambre of Commerce in Lelystad.
2. The conditions that are applicable are always the last deposited conditions, as the case may be, the conditions that were applicable at the time of realization of the agreement.