General terms and conditions
GENERAL TERMS AND CONDITIONS of Bredemeijer Group B.V. filed with the Chamber of Commerce of Utrecht, the Netherlands, under number 08076184 (Bredemeijer Group B.V.) (to be referred to below as the ‘Terms and Conditions’)
The terms and conditions of sale and delivery for consumers, are included in the second section of these terms and conditions.
Bredemeijer Group B.V.
Savannahweg 59 3542 AW Utrecht
Postbus 43012, 3540 AA Utrecht
Tel +31(0)88-730 29 00
Fax +31(0)88-730 29 99
Chamber of Commerce number 08076184
VAT ID number: 8141.30.657.B01
Article 1 Definitions
1.1 In these Terms and Conditions the terms listed below have the following meaning:
a. User: the private limited liability company Bredemeijer Group B.V., having her registered office and maintaining place of business at Savannahweg 59 in Utrecht, and including affiliated companies;
b. Other Party: the natural person who or legal entity that, in a capacity such as that of a principal, seller or buyer, requests an Offer from the User, places and Order with the User or enters into an Agreement with the User;
c. Delivery: the delivery of Products by the User to the Other Party;
d. Web Shop: the websites at which the User communicates Products and services (including < www.bredemeijer.com, www.leopold-vienna.com, www.zilverstad.com >);
e. Agreement: the obligation that arises between the User and the Other Party with respect to the sale and delivery of Products and the provision of services by the User to the Other Party;
f. Offer: an offer made by the User to the Other Party in respect of Products and/or services;
g. Web Offer: an offer of a Product or Products and/or a service or services via the Web Shop;
h. Order: an order for a Product or Products and/or a service or services via the Web Shop; and
i. Product or Products: the moveable property that the User sells, processes, manufactures and delivers to the Other Party pursuant to an Agreement.
Article 2 Applicability
2.1 These Terms and Conditions form part of and govern any and all Offers, Orders and Agreements between the User and the Other Party and any and all acts (including legal acts) performed by the User with, for or towards the Other Party.
2.2 These Terms and Conditions apply to the exclusion of any terms and conditions (including general terms and conditions) applied by the Other Party.
2.3 Any supplements and/or amendments to the Agreement must be laid down in writing and signed by the User and the Other Party.
2.4 In the event of any conflict between the content of the Agreement concluded by the User and the Other Party and these Terms and Conditions, the provisions contained in the Agreement will prevail.
Article 3 Offers, Orders and Agreements
3.1 All Offers and Web Offers made by the User are without engagement. The User will be entitled to revoke the Offer as long as the Other Party has not accepted the Offer in writing. Offers will be drawn up on the basis of the information provided by the Other Party.
3.2 The Offers have a maximum term of validity of 30 days, unless an Offer indicates otherwise, after which the Offer will lapse. The Other Party must accept the offer unconditionally and in writing by signing the Offer and returning it to the User.
3.3 An Order that the Other Party places with the User will be binding on the Other Party.
3.4 The prices indicated in the Offer/Web Offer are exclusive of VAT, inward customs clearance, transport, disassembly and storage costs, import and export duties, and any other duties, taxes, levies and other costs, unless otherwise indicated.
3.5 The inward customs clearance, transport, disassembly and storage costs, import and export duties, and any other duties, taxes, levies and other costs will be paid by the Other Party.
3.6 Any photos, samples, drawings, testing samples or models that are shown or provided are always intended as an indication, and the Products will not be required to be in accordance with them. The photos, samples, drawings, testing samples or models may not be sold and/or used or consumed.
3.7 An Agreement will be concluded between the User and the Other Party at the time at which the Offer signed by the Other Party has been received by the User or at the time at which the User has confirmed it to the Other Party in writing or at the time at which the User has confirmed the Order to the Other Party by e-mail.
3.8 If the Other Party has not accepted the Offer unconditionally and has made any changes or reservations in the Offer, that will be deemed to constitute a new proposal and a rejection of the User’s original proposal and – in derogation from the provisions contained in the preceding subsection – the Agreement will not be concluded until after the User has notified the Other Party in writing that it accepts the nature and content of the reservation and/or change. Article 6:255(2) of the Dutch Civil Code (Burgerlijk Wetboek) is explicitly excluded.
3.9 If at the Other Party’s request the User performs any work before the Agreement has been concluded, the User will be entitled to claim payment for such work in accordance with the applicable rates that it charges.
Article 4 Delivery
4.1 The Products will be delivered FCA (Incoterms 2000) from the User’s storage location. As from the time of delivery the Products will be at the Other Party’s risk and expense. This provision also applies if the User arranges for the transport of the Products at the Other Party’s request. Transport will take place at the Other Party’s expense.
4.2 The delivery time indicated in the Offer/Web Offer is an approximation. The delivery time being exceeded cannot be deemed a breach on the part of the User and will not entitle the Other Party to dissolve the Agreement.
4.3 The User reserves the right to deviate from the agreed quantity in respect of the delivery of the Products by a maximum of 5%, and the price will adjusted upwards or downwards accordingly. A deviation within the 5% margin cannot be deemed a breach on the part of the User and will not entitle the Other Party to dissolve the Agreement.
4.4 If the Other Party does not take delivery of the Products or fails to do so in a timely and proper manner at the time of delivery, or if the Other Party fails or is negligent in respect of the provision of information or instructions necessary for the delivery, the User will give the Other Party notice of default and the User will grant the Other Party a reasonable term in which to take delivery or provide the information or instructions necessary for the delivery. The Products will be stored at the Other Party’s risk and expense, without prejudice to the Other Party’s obligation to pay the purchase price. In such cases the Other Party will owe all costs, including but not limited to the costs of disassembly, transport and storage. If the Other Party fails to take delivery after being give notice of default or refuses or is negligent in respect of the provision of information or instructions necessary for the delivery, the User will be entitled to have free disposal over the Products at its own discretion. In the event that the User resells the Products the purchase price will be decreased by the net selling price that a third party is invoiced.
Article 5 Payment and security
5.1 The User must make payment for the Products that have been delivered within 30 days of the invoice date, in cash or by transferring the amount due in euros to an account to be indicated by the User. The Other Party will not be entitled to invoke any setoff, discount or suspension.
5.2 The User reserves the right to demand full or partial payment in advance. The User will be entitled to suspend its obligations under the Agreement until the payment in advance has been made.
5.3 In the event that payment is not made in a timely manner the Other Party will be in default by operation of law, without any notice of default being required, merely as a result of the term for payment being exceeded. As from that time the Other Party will owe default interest in the amount of 1% per month, which will be due from the due date of the invoice until the date of payment in full, unless the statutory commercial interest pursuant to Article 6:119a is higher in which case the statutory commercial interest will be due. Any other judicial and extrajudicial costs (including collection costs) that the User is forced to incur will be paid by the Other Party. The extrajudicial costs will be equal to at least 15% of the invoice amount, with a minimum of EUR 250 exclusive of VAT.
5.4 Any payment made by the Other Party will be applied first as payment of the costs due, second as payment of the interest due, and third as payment of the invoices.
5.5 The User reserves the right to demand that the Other Party furnish security at any time. The Other Party must furnish such security immediately upon demand. The User will be entitled to suspend its obligations until the security that has been requested has been furnished.
5.6 Any and all claims that the User has will be due as a lump sum, without any further notice of default being required if:
a. the term for payment is exceeded;
b. a bankruptcy petition or an application for a suspension of payments or debt rescheduling arrangement is submitted in respect of the Other Party;
c. the Other Party is declared bankrupt, the Other Party is granted a suspension of payments, a debt rescheduling arrangement is declared to apply in respect of the Other Party or the Other Party dies;
d. an attachment is levied on the Other Party’s goods or claims; or
e. the Other Party sells or terminates all or part of its business.
5.7 In the cases described in the preceding subsection the User will be entitled to:
a. suspend its contractual obligations until the time at which the Other Party has fully complied with its obligations; or
b. to dissolve the Agreement in whole or in part, without any notice of default or judicial intervention being required, without prejudice to the User’s right to claim specific performance and/or compensation.
Article 6 Retention of title
6.1 The User will retain the title to all the Products that it has delivered or that it will delivery in the future until the time at which all the claims that the User has or will acquire against the Other Party, on any grounds whatsoever, including any and all claims that ensue from a failure to comply with the aforesaid obligations, have been paid in full. As long as the User’s claims have not been paid in full, the Other Party will not be permitted to dispose of or process the Products (or have them processed) except in the context of the normal conduct of business.
6.2 The User will be entitled to take back the Products that have been delivered subject to the retention of title that are still in the Other Party’s possession, at the Other Party’s expense, if the Other Party is in default in respect of its compliance with its payment obligations or if it is having or is threatened with payment difficulties. The Other Party must grant the User free access at all times to the sites and/or buildings and to cooperate fully in connection with the inspection of the Products and/or the exercise of its rights.
6.3 If a Product that the User has delivered, in respect of which the User has retained title, is imported into another Member State of the European Union where the right in respect of retention of title contains provisions that are more favourable than the provisions contained in this subsection, the laws of that Member State will govern the retention of title.
6.4 The Other Party will be obliged to store the Products that have been delivered subject to the retention of title with all due care and recognisably marked as the User’s property. The Other Party undertakes to insure the goods that have been delivered subject to the retention of title and to maintain such insurance against fire, explosion damage, water damage and theft. The relevant policy must be provided to the User for inspection immediately upon request. In the event that the Other Party fails to comply with that obligation, the Other Party will owe a penalty that is not subject to judicial mitigation equal to twice the balance of the User’s outstanding claims against the Other Party.
6.5 In the event that third parties levy an attachment on the goods that have been delivered subject to the retention of title or wish to establish or exercise rights in respect of such goods, the Other Party will be obliged to notify the User as quickly as can reasonably be expected in that respect.
Article 7 Intellectual and industrial property rights
7.1 When submitting an Offer, placing a Web Offer and concluding an Agreement, the User reserves the ownership of any and all intellectual property rights and industrial property rights in respect of the Products to be delivered.
7.2 The Other Party is permitted to use the goods referred to in Article 3.6 of the Terms and Conditions only in the context of its compliance with its obligations on the ground of the Agreement. The Other Party guarantees that it will not infringe the User’s intellectual property rights and/or industrial property rights.
7.3 The Other Party is not permitted to remove and/or change any marks contained in brochures and software and/or other goods of the User’s in respect of copyrights, trademarks, trade names or other intellectual property rights and/or industrial property rights in respect of the Products and/or the Web Shop.
Article 8 Copyright
8.1 All designs and layouts of the Web Shop are the property of the User. Copies may be made of all or part of the Website only for the purposes of placing an order with the User. It is not permitted to make multiple copies, record in respect of online services or duplicate on data carriers without the User’s written permission.
Article 9 Protection of personal data
9.1 The User will use the data provided by the Other Party in respect of its Order only in connection with its compliance with its obligations that ensue from the Agreement. The User will retain an electronic file containing those data for the aforementioned purpose and will provide information to third parties only insofar as it is necessary to do so in the context of compliance, such as in the event that the Products must be transported.
Article 10 Guarantee/complaints
10.1 The Products to be delivered by the User will be compliance with the customary requirements and standards that can reasonably be stipulated at the time of delivery and for which the Products are intended for normal use. The User will grant a guarantee for a period of six months after delivery in respect of any design, material and/or manufacturing defects.
10.2 Minor tolerances – that are customary in the branch of industry – in respect of quality, colour, size or finishing do not fall within the scope of the guarantee, will not give any right to submit a complaint and will not constitute a ground for dissolution or compensation.
10.3 Any form of guarantee will lapse if a defect has arisen as a result of or ensues from improper use, including improper storage or maintenance by the Other Party and/or third parties, or in the event that the Other Party or third parties make changes to or repair the product without the User’s written permission or attach other goods to the product that should not be attached to it, or if the product is processed or treated in any was other than the manner prescribed.
10.4 The Other Party is obliged to inspect all the Products that the User delivers immediately upon delivery to ascertain whether there are any defects or shortcomings. Any defects must be reported to the User by registered letter within eight days of delivery. If a complaint is not submitted in a timely manner the Other Party’s right to dissolve the Agreement in whole or in part, to claim specific performance and/or to claim compensation will lapse.
10.5 If the Other Party has submitted a complaint in a timely manner and if it is demonstrated that the defects or shortcomings are a result of an attributable breach on the part of the User towards the Other Party in respect of the User’s compliance with its obligations, the User will be entitled to repair the Product free of charge, to replace the product, to reduce the price or to take other measures, at its discretion.
10,6 Any complaint submitted by the Other Party will not suspend its payment obligations towards the User.
Article 11 Return shipments
11.1 Return shipments will be accepted only if the User has approved the return shipment in writing in advance and provided that the Products are offered in good condition and in the original packaging.
11.2 Return shipments will be at the Other Party’s risk and expense.
11.3 Return shipments are excluded in respect of Products that have been processed or manufactured by the User on the basis of the Other Party’s specific requirements.
Article 12 Force majeure
12.1 Any breach on the part of the User in respect of its compliance with the Agreement as a result of a situation involving force majeure will not entitle the Other Party to dissolve the Agreement and/or to compensation of any damage. Force majeure is taken to mean any independent circumstance that is beyond the User’s control as a result of which full or partial compliance with the Agreement is temporarily or permanently impossible. Force majeure is in any event taken to mean: threat of war, war, mobilisation, disturbances, riots, fire, flood, lightening strike, pandemics, wilful damage, earthquakes, strikes, transport problems, water damage, factory sit-ins, import and export impediments, government measures, disruptions in the supply of energy, gas, water or the Internet, and breach of contract or an unlawful act on the part of the User’s suppliers or third parties that the User engages.
12.2 During the period in which the situation involving force majeure continues the User will be entitled to suspend its obligations under the Agreement without the Other Party being entitled to dissolve the Agreement or claim compensation. If the situation involving force majeure continues longer than two months, both the User and the Other Party will be entitled to dissolve the Agreement without being obliged to pay the other party any compensation.
Article 13 Liability
13.1 If it is established that the User has committed a breach in respect of its compliance with the Agreement, the User’s liability will be limited to the direct damage sustained and demonstrated by the Other Party. Liability for direct damage is limited to a maximum equal to one time the invoice value of the defective product, on the understanding that the amount is subject to a maximum equal to the amount that is covered by the policy with the User’s insurance company.
13.2 Under no circumstances will the User be obliged to compensate any indirect damage, including trading loss, consequential damage, loss of turnover or loss of good will sustained by the Other Party. The Other Party undertakes to include this provision in respect of its customers or third parties. The User will also be entitled to invoke this provision towards third parties.
13.3 The Other Party indemnifies the User against any liability towards third parties.
13.4 The User will not be liable for any damage that arises as a result of its failure to receive information from the Other Party or as a result of its receiving incorrect and/or incomplete information from the Other Party.
13.5 Unless it has provided explicit written confirmation the User will not be bound by any agreements that the Other Party makes with members of the User’s personnel after the Agreement is concluded that deviate from the agreements laid down in these Terms and Conditions or the Agreement.
13.6 Any claim against the User for compensation of damage will lapse after a period of one year, or a shorter term if such shorter term ensues from the law, to be calculated as from the time at which the claim arises.
13.7 Under no circumstances will the User be liable in the event that the Other Party is in default towards the User.
Article 14 Disputes
14.1 All Offers, Orders and Agreements that are governed by these Terms and Conditions, and any and all obligations and disputes that ensue from them, are governed by Dutch law, with due observance of the provisions contained in Article 6.2 of these Terms and Conditions, even if the Agreement is implemented abroad in whole or in part or if a party that is involved in the legal relationship has its place of residence or place of business abroad. The applicability of the Vienne Sales Convention of 1980 is explicitly excluded.
14.2 Any and all disputes that arise or ensue from an Agreement concluded with the User will be resolved exclusively by the competent court in the District of Utrecht, the Netherlands.
Article 15 Nullity, filing and interpretation
15.1 If one or more of the provisions contained in these Terms and Condition are null and void or are nullified at any time, the remaining provisions contained in these Terms and Conditions will continue to apply in full.
15.2 These Terms and Conditions have been filed with the Chamber of Commerce for the Midden-Nederland region in Utrecht, the Netherlands.
15.3 In addition to these Terms and Conditions as they have been drawn up in Dutch, the User also applies terms and conditions that have been drawn up in English and German. In the event of any discrepancy between the translations of these Terms and Conditions, the Dutch text of the Terms and Conditions will prevail at all times.
General conditions of sale and delivery applicable exclusively to distance contracts concluded between the Entrepreneur and the Consumer.
Bredemeijer Group B.V.
Savannahweg 59 3542 AW Utrecht
Postbus 43012, 3540 AA Utrecht
Tel +31(0)88-730 29 00
Fax +31(0)88-730 29 99
Chamber of Commerce number 08076184
VAT ID number: 8141.30.657.B01
Article 1. Definitions
1.1. In these Conditions the following terms have the meanings referred to:
a. Entrepreneur: the private company with limited liability Bredemeijer Group B.V., having its registered office and principal place of business in Utrecht at Savannahweg 59, and the affiliated companies;
b. Consumer: the natural person who is not acting for purposes relating to his trade, business, artisan or professional activity;
c. Delivery: the delivery of Products and services by the Entrepreneur to the Consumer;
d. Webshop: the websites on which the Entrepreneur communicates about and offers Products and services;
e. Agreement: the commitment which arises between the Entrepreneur and the Consumer concerning the sale and delivery of Products and the sale and delivery of services by Entrepreneur to the Consumer;
f. Web Offer: the offering of (a) Product(s) via the Webshop;
g. Order: the ordering of (a) Product(s) via the Webshop;
h. Product(s): the goods sold, processed, manufactured and (to be) delivered by the Entrepreneur to the Consumer on the basis of an Agreement.
i. Cooling-off period: the period during which the Consumer can use his right of withdrawal;
j. Right of withdrawal: the possibility the Consumer has if cancelling the distance contract during the cooling-off period;
Article 2. Applicability
2.1. These Conditions are part of, and are applicable to, all Web Offers, Orders and Agreements between the Entrepreneur and the Consumer, and to all (legal) actions of the Entrepreneur with, for, or vis-à-vis the Consumer.
2.2. These Conditions apply to the exclusion of the Consumer's (general) conditions.
2.3. Additions and/or changes to the Agreement must be made in writing and signed by the Entrepreneur and the Consumer.
2.4. In the event or a conflict between the Agreement concluded between the Entrepreneur and Consumer and these Conditions, the provisions in the Agreement will prevail.
Article 3. Web Offers, Orders and Agreements
3.1. All Web Offers by the Entrepreneur are non-binding. As long as the Consumer has not accepted the Web Offer by electronic means, the Entrepreneur will be entitled to revoke Web Offers.
3.2. The Consumer must accept Web Offers by electronic means via the Entrepreneur's website. The Entrepreneur will immediately confirm, by electronic means, receipt of the acceptance of the Web Offer.
3.3. By no later than when the product or service is delivered, the Entrepreneur will provide the Consumer with the following information, in writing or in such a way that it can be saved by the Consumer in an accessible way on a durable data carrier:
a. The visiting address of the Entrepreneur's branch which the consumer can, for example, contact in connection with complaints;
b. The conditions which apply to, and the way in which the Consumer can use, the right of withdrawal, or a clear notification regarding the exclusion of the right of withdrawal;
c. Information about guarantees and existing after-sales service;
d. The price, including all taxes, of the product, service or digital content, the delivery costs where applicable and the method of payment, delivery or performance of the distance contract;
e. The withdrawal form if the Consumer has a right of withdrawal.
3.5. The Web Offer prices stated include VAT.
3.6. Photos, samples, drawings, specimen copies or models which are displayed or issued will always be issued as an indication without the Products having to comply to them. It is not permitted to trade and/or use or consume photos, samples, drawings, specimen copies or models.
Article 4. Right of withdrawal
4.1. The Consumer can dissolve an agreement relating to the purchase of a product, without having to give reasons, during a cooling-off period of no more than 14 days. Although the Entrepreneur may ask the Consumer for the withdrawal reason, the Consumer is not obliged to state his reason(s).
4.2. The cooling-off period referred to in paragraph 1 commences on the day after the Consumer, or a third party designated by the Consumer, who is not the transport operator, has received the product, or:
a. if the Consumer has ordered a number of products in one and the same order: the day on which the consumer, or a third party it has designated, has received the final product. The Entrepreneur may refuse an order for several products with different delivery times provided the Entrepreneur has clearly informed the Consumer to that effect prior to the order process.
b. if the delivery or a product consists of various consignments or parts: the day on which the Consumer, or a third party it has designated, has received the final consignment or the final part;
c. in the case of agreements for the regular delivery of products during a certain period: the day on which the Consumer, or a third party it has designated, received the first product.
4.3. If the Entrepreneur has not provided the Consumer with the information about the right of withdrawal, as is required by law, or has not issued the model form for withdrawal, the cooling-off period will end twelve months after the end of the original cooling-off period determined in accordance with the previous paragraphs of this article.
4.4. If the Entrepreneur has not issued the information referred to in the previous paragraph to the Consumer within twelve months after the commencement date of the original cooling-off period, the cooling-off period will end 14 days after the day on which the Consumer has received the information in question.
Article 5. Obligations of the Consumer during the cooling-off period
5.1. During the cooling-off period, the Consumer will handle the product and the packaging with care. The Consumer will only unpack or use the product to the extent that is necessary in order to determine the product's nature, characteristics and operation. The point of departure in this regard is that the Consumer may only use and inspect the products as it would do in a store.
5.2. The Consumer is only liable for any decrease in value of the product which is the consequence of handling the product which goes beyond what is permitted in paragraph 1.
5.3. The Consumer is not liable for any decrease in value of the product if the Entrepreneur does not provide the Consumer with all the information regarding the right of withdrawal required by law before or upon conclusion of the agreement.
Article 6. Exercising the right of withdrawal by the Consumer and the related costs
6.1. If the Consumer uses his right of withdrawal, he must report this to the Entrepreneur during the cooling-off period using the model withdrawal form, or in another unequivocal way.
6.2. As quickly as possible, but in any event within 14 days from the day following the notification referred to in paragraph 1, the Consumer will return the product, or hand it over to the Entrepreneur or one of its authorised representatives. The Consumer must, in any event, observe the return deadline if he returns the product before the end of the cooling-off period.
6.3. The Consumer will then return the product with all accessories supplied in its original state and packaging and in accordance with the reasonable and clear instructions issued by the Entrepreneur.
6.4. The Consumer bears the risk and burden of proof for the correct and timely exercising of the right of withdrawal.
6.5. The Consumer bears the direct costs of returning the product.
Article 7. Obligations of the Entrepreneur in the event of withdrawal
7.1. If the Entrepreneur makes it possible for the Consumer to issue a notification of withdrawal electronically, the Entrepreneur will immediately send a confirmation of receipt, after receipt of this notification.
7.2. The Entrepreneur will reimburse the payment made by the Consumer, after deduction of the costs of returning, within 30 days following the day on which the Consumer reports the withdrawal. Unless the Entrepreneur offers to collect the product, the Entrepreneur is entitled to wait as regards repayment until the product has been received or until the Consumer demonstrates that he has returned the product, whichever is earlier.
7.3. The Entrepreneur will use the same payment method for repayment as the Consumer used, unless the Consumer agrees to a different method. The Consumer will not be charged for any repayments.
7.4. If the Consumer has opted for a more expensive method of delivery than the cheapest standard delivery, the Entrepreneur will not have to repay the additional costs for the more expensive method.
Article 8. Delivery
8.1. The Entrepreneur will observe the greatest care when receiving and executing orders for products and when assessing requests for the provision of services.
8.2. The delivery location is the address communicated by the Consumer to the Entrepreneur.
8.3. The Entrepreneur will execute accepted orders with due speed but by no later than within 14 days, unless a different delivery date has been agreed. If the delivery is delayed, or if an order cannot be carried out (in full), the Consumer will be informed by no later than 14 days after the order was placed. In that case the Consumer will be entitled to terminate the agreement at no cost and will be entitled to possible compensation.
8.4. After termination in accordance with the previous paragraph, the Entrepreneur will repay the amount that the Consumer paid within 30 days.
8.5. The risk of damage and/or loss of products is vested in the Entrepreneur up until the moment of delivery to the Consumer, or a predetermined representative as communicated to the Entrepreneur, unless explicitly agreed otherwise.
Article 9. Payment
9.1. When making the payment the rules of the payment provider that processes the payment will apply. The Consumer is obliged to inform the Entrepreneur immediately of any irregularities in the issued or stated payment details. In the event of non-payment by the Consumer, the Entrepreneur will be entitled, barring legal restrictions, to charge the Consumer reasonable costs as communicated.
Article 10. Intellectual and industrial property rights
10.1. When issuing a Web Offer, placing a Web Offer and upon the formation of an Agreement, the Entrepreneur retains ownership of all intellectual and industrial property rights which relate to the Products to be delivered.
10.2. The Consumer is exclusively entitled to use the goods referred to under 3.6 of the Conditions within the framework of the execution of his obligations on account of the Agreement. The Consumer guarantees that he will not violate the Entrepreneur's intellectual and/or industrial property rights.
10.3. The Consumer is not permitted to remove and/or process any designation concerning copyrights, trademarks, trade names or other intellectual and/or industrial property ownership of the Products and/or the Webshop, from brochures and software and/or other items belonging to the Entrepreneur.
Article 11. Copyright
11.1. All designs and layouts of the Webshop are owned by the Entrepreneur. The making of copies of all or part of the Website is exclusively permitted for the purpose of placing an Order with the Entrepreneur. Multiple printing, photographing for online services and reproduction on data carriers is not permitted without the Entrepreneur's written permission.
Article 12. Personal data protection
12.1. The Entrepreneur will use the data issued by the Consumer with regard to the Order exclusively for the fulfilment of its commitments resulting from the Agreement. The Entrepreneur will keep an electronic file of this data for the aforementioned purpose and will only issue information to third parties insofar as that is necessary within the framework of the fulfilment, for example in the event that the Products have to be transported.
Article 13. Guarantees/complaints
13.1. The Entrepreneur guarantees that the products and/or services fulfil the agreement, the specifications referred to in the offer, the reasonable requirements of soundness and/or usability and the statutory provisions and/or government regulations that exist on the date of formation of the agreement.
13.2. An extra guarantee issued by the Entrepreneur, its supplier, manufacturer or importer will never restrict the statutory rights and claims which the Consumer can invoke vis-à-vis the Entrepreneur on the grounds of the agreement if the Entrepreneur has failed in the fulfilment or its part or the agreement.
13.3. Extra guarantee means any commitment by the Entrepreneur, its supplier, importer or producer in which the Entrepreneur allocates certain rights or claims to the Consumer which go beyond its legal obligation in the event of failure to fulfil its part of the agreement.
13.4. Tolerances in quality, colour, size or finish, which are usual in the sector, are not covered by the guarantee, do not imply any entitlement to claims and do not constitute grounds for dissolution or compensation.
13.5. Any form of guarantee will lapse if a defect has arisen as a consequence, or as a result, of inexpert or improper use consisting of, for example, incorrect storage or maintenance by the Consumer and/or third parties, or in the event that, without the written permission of the Entrepreneur, the Consumer or third parties have changed or repaired the product, have attached goods to the product which should not be attached to it, or if the product was processed or adapted in a manner other than prescribed.
13.6. The Consumer must check all Products delivered by the Entrepreneur for defects or shortcomings immediately after delivery. Defects must be reported to the Entrepreneur within 8 days after delivery. If claims are not made in time, the Consumer will not be entitled to terminate the Agreement (partially), or claim fulfilment and/or compensation.
13.7. If the Consumer has claimed in time and if it has been demonstrated that the defects or shortcomings are a consequence of a failure which is attributable to the Entrepreneur in terms of fulfilment vis-à-vis the Consumer, the Entrepreneur will, at its own discretion, arrange for the product to be repaired or replaced, or a reduction in the price, or other measures.
13.8. Complaints by the Consumer will not lead to a suspension of its payment obligations vis-à-vis the Entrepreneur.
Article 14. Force majeure
14.1. Failures by the Entrepreneur in the fulfilment of the Agreement as a consequence of force majeure will not entitle the Consumer to terminate the Agreement and/or compensation for damage. Force majeure is taken to mean any circumstance beyond the Entrepreneur's control, as a result of which fulfilment of the Agreement is wholly or partially impossible, either permanently or temporarily. In any event, force majeure is taken to mean: the threat of war; war; mobilisation; disorder; riot; fire; flooding; lightning strikes; pandemics; civil unrest; earthquakes and company strikes; transport difficulties; water damage; sit-down strikes; import and export barriers; government measures; disruptions to the supply of energy, gas, water or Internet; attributable shortcomings or unlawful conduct by the Entrepreneur's suppliers or third parties engaged by the Entrepreneur.
14.2. During the period that the force majeure continues the Entrepreneur will be entitled to suspend its obligations based on the Agreement without the Consumer being entitled to dissolve the Agreement or claim compensation. If this period of force majeure lasts for longer than two months, the Entrepreneur and the Consumer will be entitled to terminate the Agreement without being obliged to pay compensation to the other party.
Article 15. Disputes
15.1. All Web Offers, Orders and Agreements to which these Conditions apply, as well as the resulting commitments and disputes, are subject to Dutch law with due regard for Article 6.2 of these Conditions, even if an Agreement is wholly or partially implemented abroad, or if one of the parties involved in the legal relationship has its domicile abroad. The applicability of the Vienna Sales Convention 1980 is explicitly excluded.
15.2. Any disputes which might arise or result from an Agreement concluded with the Entrepreneur will be exclusively settled by the competent Dutch court.
Article 16. Nullity, filing and interpretation
16.1. If one or more of the provisions in these Conditions become wholly or partially invalid or null and void at any point in time, the remaining provisions in these Conditions will continue to apply in full.
16.2. These Conditions have been filed at the Chamber or Commerce for the Central Netherlands, in Utrecht, the Netherlands.
16.3. In addition to these Conditions which have been drawn up in the Dutch language, the Entrepreneur also uses conditions which have been drawn up in the English language. In the event of differences between the translation of these Conditions, the Dutch text of the Conditions will always take precedence.