General terms and conditions
GENERAL TERMS AND CONDITIONS ONLINE SALES (B2C)
Article 1: Definitions
- GeBoWeb B.V., established in Amsterdam, Chamber of Commerce number 75925737, shall be referred to in these general terms and conditions as seller.
- The other party to the contract shall be referred to in these general terms and conditions as the buyer.
- Parties are seller and buyer together.
- The agreement means the contract of sale between the parties.
Article 2: Applicability of general terms and conditions
- These conditions apply to all quotations, offers, agreements and deliveries of services or goods by or on behalf of the Seller.
- Deviations from these terms and conditions are only possible if this has been explicitly agreed in writing by the parties.
Article 3: Payment
- The full purchase price is always paid immediately in the shop. In some cases a deposit is expected for reservations. In this case, the buyer will receive proof of the reservation and the advance payment.
- If the buyer does not pay on time, he is in default. If the buyer remains in default, the seller is entitled to suspend its obligations until the buyer has fulfilled its payment obligations.
- If the purchaser remains in default, the seller will proceed to collect. The costs related to this collection shall be borne by the buyer. These collection costs are calculated on the basis of the Compensation for Extrajudicial Collection Costs Decree (Besluit vergoeding voor buitengerechtelijke incassokosten).
- In the event of liquidation, bankruptcy, seizure or suspension of payment of the Buyer, the Seller’s claims on the Buyer are immediately due and payable.
- If the buyer refuses to cooperate with the seller in carrying out the order, he will still be obliged to pay the agreed price to the seller.
Article 4: Offers, quotations and price
- Offers are without obligation, unless a period for acceptance is specified in the offer. If the offer is not accepted within that period, the offer expires.
- Delivery times in offers are indicative and, if exceeded, do not entitle the buyer to dissolution or compensation, unless the parties have expressly agreed otherwise in writing.
- Offers and quotations do not automatically apply to repeat orders. The parties must agree to this explicitly and in writing.
- The price stated on offers, quotations and invoices consists of the purchase price including the VAT due and any other government levies.
Article 5: Right of withdrawal
- After receiving the order, the consumer has the right to dissolve the agreement within 14 days without giving reasons (right of withdrawal). The period starts from the moment the (complete) order is received by the consumer.
- There is no right of withdrawal if the products have been custom-made according to his specifications or only have a short shelf life.
- The consumer can use a withdrawal form from the seller. The seller is obliged to make this available to the buyer immediately after the buyer’s request.
- During the reflection period, the consumer will handle the product and packaging with care. He will only unpack or use the product to the extent necessary to judge whether he wishes to keep the product. If he exercises his right of withdrawal, he will return the unused and undamaged product with all accessories and – if reasonably possible – in the original packaging to the seller, in accordance with the reasonable and clear instructions provided by the entrepreneur.
Article 6: Modification of the agreement
- If, during the execution of the agreement, it appears that for a proper execution of the assignment it is necessary to change or supplement the activities to be carried out, the parties shall adapt the agreement accordingly in good time and in mutual consultation.
- If the parties agree that the agreement is amended or supplemented, this may influence the time of completion of the execution. The seller will inform the buyer of this as soon as possible.
- If the amendment of or addition to the agreement has financial and/or qualitative consequences, vendor shall inform purchaser thereof in advance in writing.
- If the parties have agreed a fixed price, the Seller shall indicate the extent to which the amendment or supplement to the Agreement will result in an increase in that price.
- Contrary to the provisions of the third paragraph of this article, the Seller cannot charge additional costs if the change or supplement is the result of circumstances that can be attributed to him.
Article 7: Completion and transfer of risk
- As soon as the purchased goods are received by the buyer, the risk passes from the seller to the buyer.
Article 8: Research, complaints
- The Buyer is obliged to inspect the delivered goods, or have them inspected, at the time of delivery, but in any event within as short a period as possible. In so doing, the purchaser must examine whether the quality and quantity of the goods delivered correspond to what the parties have agreed, or at least whether the quality and quantity meet the requirements applicable to them in normal (commercial) dealings.
- Complaints concerning damage, shortages or loss of goods delivered must be submitted in writing to the seller within 10 working days of the date of delivery of the goods by the buyer.
- If the complaint is declared well-founded within the set period, the seller is entitled either to repair or redeliver, or to refrain from delivery and to send the buyer a credit note for that part of the purchase price.
- Minor and/or industry standard deviations and differences in quality, number, size or finish cannot be held against the seller.
- Complaints with regard to a certain product do not affect other products or parts belonging to the same agreement.
- After processing of the goods at the buyer’s premises, no complaints will be accepted.
Article 9: Samples and models
- If a sample or model has been shown or provided to the Buyer, it is assumed to have been provided only as an indication, without the goods to be delivered necessarily having to correspond to it. This is different if the parties have explicitly agreed that the good to be delivered will correspond with it.
- In contracts relating to immovable property, the indication of surface area or other dimensions and indications shall also be presumed to be intended merely as an indication, without the property to be supplied having to correspond to them.
Article 10: Delivery
- Delivery takes place ‘ex works/store/warehouse’. This means that all costs are for the buyer.
- The Buyer is obliged to accept the goods at the moment that the Seller delivers them or has them delivered to him, or at the moment at which these goods are made available to him in accordance with the agreement.
- If the Buyer refuses to take delivery or fails to provide information or instructions necessary for the delivery, the Seller shall be entitled to store the goods at the expense and risk of the Buyer.
- If the goods are delivered, the Seller is entitled to charge any delivery costs.
- If the Seller requires information from the Buyer for the performance of the Agreement, the delivery period shall commence after the Buyer has made this information available to the Seller.
- A delivery period given by the seller is indicative. This is never a deadline. If the term is exceeded, the buyer must give the seller written notice of default.
- The Seller shall be entitled to deliver the goods in parts, unless the parties have agreed otherwise in writing or if partial delivery is of no independent value. In the event of delivery in parts, the Seller shall be entitled to invoice these parts separately.
Article 11: Force majeure
- If the seller is unable to fulfil his obligations under the agreement, or is unable to do so on time or properly, due to force majeure, he shall not be liable for any damage suffered by the buyer.
- Force majeure shall in any case be taken to mean any circumstance which the Seller could not take into account at the time of concluding the Agreement and as a result of which the normal performance of the Agreement cannot reasonably be required by the Buyer, such as illness, war or threat of war, civil war and riots, acts of war, sabotage, terrorism, energy failure, flooding, earthquake, fire, sit-down strikes, workers’ exclusion, amended government measures, transport difficulties and other disruptions in the Seller’s business.
- The parties also understand force majeure to mean the circumstance that suppliers on whom the seller depends for the execution of the agreement do not fulfil their contractual obligations towards the seller, unless this is attributable to the seller.
- If a situation as referred to above arises as a result of which the Seller cannot meet its obligations vis-à-vis the Buyer, those obligations shall be suspended for as long as the Seller is unable to meet its obligations. If the situation referred to in the previous sentence has lasted 30 calendar days, the parties shall be entitled to dissolve the contract in whole or in part in writing.
- If the force majeure lasts longer than three months, the buyer has the right to terminate the agreement with immediate effect. Dissolution can only be done by registered letter.
Article 12: Transfer of rights
- Rights of a Party under this Agreement may not be assigned without the prior written consent of the other Party. This provision shall be deemed to be a clause having effect under the law of property, as referred to in Section 3:83(2) of the Dutch Civil Code.
Article 13: Retention of title and right of retention
- The goods present at the Seller’s premises and the goods and parts delivered remain the Seller’s property until the Buyer has paid the entire agreed price. Until that time, the Seller may invoke its retention of title and take back the goods.
- If the agreed amounts to be paid in advance are not paid or not paid on time, the seller is entitled to suspend the work until the agreed part is paid. This is a case of creditor default. In that case a delayed delivery cannot be held against the seller.
- The Seller is not authorised to pledge or otherwise encumber goods subject to its retention of title.
- The Seller undertakes to insure and keep insured the goods delivered to the Buyer under retention of title against fire, explosion and water damage as well as against theft and to make the policy available for inspection on first demand.
- If goods have not yet been delivered, but the agreed advance payment or price has not been paid in accordance with the agreement, the Seller has the right of retention. The item will then not be delivered until the purchaser has paid in full and in accordance with the agreement.
- In case of liquidation, insolvency or suspension of payment of the buyer, the obligations of the buyer are immediately due and payable.
Article 14: Liability
- Any liability for damage arising from or related to the execution of an agreement shall always be limited to the amount paid out in the case in question by the liability insurance policy or policies taken out. This amount is increased by the amount of the excess according to the relevant policy.
- The Seller’s liability for damage resulting from intent or deliberate recklessness on the part of the Seller or its managing subordinates is not excluded.
Article 15: Duty to complain
- The Purchaser is obliged to report complaints about the work carried out to the Seller immediately. The complaint shall contain as detailed a description as possible of the shortcoming, so that the Seller will be in a position to respond adequately.
- If a complaint is justified, the Seller is obliged to repair and possibly replace the goods.
Article 16: Guarantees
- If guarantees are included in the agreement, the following applies. The Seller guarantees that the goods sold are in accordance with the agreement, that they will function without defects and that they are suitable for the use that the Buyer intends to make of them. This guarantee is valid for a period of two calendar years after receipt of the sold goods by the buyer.
- The aforementioned guarantee is intended to create a risk division between the Seller and the Buyer such that the consequences of a breach of guarantee are always fully at the Seller’s expense and risk and that the Seller can never invoke Article 6:75 of the Dutch Civil Code with regard to a breach of guarantee. The provisions of the previous sentence also apply if the infringement was known to the Buyer or could have been known by carrying out an investigation.
- The guarantee mentioned does not apply if the defect has arisen as a result of injudicious or improper use or if – without permission – the buyer or third parties have made changes or tried to make changes or have used the purchased item for purposes for which it is not intended.
- If the guarantee provided by the seller relates to a good produced by a third party, the guarantee is limited to the guarantee provided by that producer.
Article 17: Applicable law and competent judge
- Any agreement between the parties is governed exclusively by Dutch law.
- The Dutch judge in the district where GeBoWeb B.V. has its registered office/practice is exclusively competent to take cognizance of any disputes between parties, unless the law imperatively dictates otherwise.
- The applicability of the Vienna Sales Convention is excluded.
- If in a legal procedure one or more provisions of these general conditions are considered unreasonably onerous, the other provisions shall remain in full force.