Copy of General Terms and Conditions

GENERAL TERMS AND CONDITIONS OF ONLINE SALE (B2C)
 

 

Article 1: Definitions

1. Varmosa, is referred to as the seller in these general terms and conditions.
2. The counterparty of the seller is referred to as the buyer in these general terms and conditions.
3. Parties are the seller and the buyer together.
4. The agreement refers to the purchase agreement between the parties.

Article 2: Applicability of general terms and conditions

1. These terms and conditions apply to all offers, proposals, agreements, and deliveries of services or goods by or on behalf of the seller.
2. Deviations from these conditions are only possible if expressly agreed upon in writing by the parties.

Article 3: Payment

1. The full purchase price is always paid immediately in the store. In some cases, a down payment is expected for reservations. In that case, the buyer receives proof of the reservation and the advance payment.
2. If the buyer does not pay on time, they are in default. If the buyer remains in default, the seller is entitled to suspend obligations until the buyer has fulfilled their payment obligation.
3. If the buyer remains in default, the seller will proceed with collection. The costs related to this collection will be borne by the buyer. These collection costs are calculated according to the Decree on compensation for extrajudicial collection costs.
4. In case of liquidation, bankruptcy, attachment, or suspension of payment of the buyer, the seller's claims against the buyer are immediately due and payable.
5. If the buyer refuses to cooperate with the seller's execution of the order, they are still obliged to pay the agreed price to the seller.

Article 4: Offers, quotations, and price

1. Offers are without obligation, unless a period for acceptance is stated in the offer. If the offer is not accepted within the stipulated period, the offer expires.
2. Delivery times in quotations are indicative and do not entitle the buyer to dissolution or compensation in case of exceeding them, unless the parties have expressly agreed otherwise in writing.
3. Offers and quotations do not automatically apply to repeat orders. Parties must expressly agree to this in writing.

Article 5: Right of withdrawal

1. The consumer has the right to dissolve the agreement without giving reasons within 14 days after receipt of the order (right of withdrawal). The period starts from the moment the (entire) order has been received by the consumer.
2. There is no right of withdrawal when the products are custom-made according to the consumer's specifications or have a short shelf life.
3. The consumer can use a withdrawal form from the seller. The seller is obliged to make this available to the buyer immediately upon the buyer's request.
4. During the cooling-off period, the consumer will handle the product and its packaging with care. He will only unpack or use the product to the extent necessary to assess whether he wishes to keep the product. If he exercises his right of withdrawal, he will return the unused and undamaged product with all delivered accessories and - if reasonably possible - in the original shipping packaging to the seller, in accordance with the reasonable and clear instructions provided by the entrepreneur.

Article 6: Amendment of the agreement

1. If, during the execution of the agreement, it appears that it is necessary to change or supplement the work to be performed for proper execution of the order, the parties will adjust the agreement accordingly in good time and in mutual consultation.
2. If the parties agree that the agreement will be changed or supplemented, the time of completion of the execution may be affected as a result. The seller will inform the buyer of this as soon as possible.
3. If the change to or addition to the agreement has financial and/or qualitative consequences, the seller will inform the buyer in writing beforehand.
4. If the parties have agreed on a fixed price, the seller will indicate to what extent the change or addition to the agreement will result in an exceeding of this price.
5. In deviation from the provisions in the third paragraph of this article, the seller cannot charge additional costs if the change or addition is due to circumstances attributable to him.

Article 7: Delivery and transfer of risk

1. As soon as the purchased item has been received by the buyer, the risk transfers from the seller to the buyer.

Article 8: Inspection, complaints

1. The buyer is obliged to inspect the delivered goods at the time of delivery, or at least as soon as possible. The buyer must examine whether the quality and quantity of the delivered goods correspond to what the parties have agreed upon, or at least whether the quality and quantity meet the requirements that apply to them in normal (commercial) traffic.
2. Complaints regarding damage, shortages, or loss of delivered goods must be submitted in writing to the seller by the buyer within 10 working days after the day of delivery of the goods.
3. If the complaint is found to be justified within the stipulated period, the seller has the right to either repair, re-deliver, or refrain from delivery and send the buyer a credit note for that part of the purchase price.
4. Minor and/or customary deviations in the industry and differences in quality, quantity, size, or finish cannot be held against the seller.
5. Complaints regarding a specific product do not affect other products or parts belonging to the same agreement.
6. No complaints will be accepted after the goods have been processed by the buyer.

Article 9: Samples and models

1. If a sample or model has been shown or provided to the buyer, it is presumed to have been provided only as an indication without the need for the item to be delivered to correspond to it. This is different if the parties have expressly agreed that the item to be delivered will correspond to it.
2. In agreements relating to immovable property, the mention of the surface area or other dimensions and indications is also presumed to be intended only as an indication, without the need for the item to be delivered to correspond to it.

Article 10: Delivery

1. Delivery takes place ‘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 the seller delivers them to him or has them delivered, or at the moment these goods 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 necessary for delivery, the seller is entitled to store the item at the buyer's expense and risk.
4. If the goods are delivered, the seller is entitled to charge any delivery costs.
5. If the seller requires buyer's data for the execution of the agreement, the delivery period commences after the buyer has made these data available to the seller.
6. A delivery period specified by the seller is indicative. This is never a firm deadline. If the period is exceeded, the buyer must give the seller written notice of default.
7. The seller is entitled to deliver the goods in parts, unless the parties have agreed otherwise in writing or partial delivery has no independent value. When delivering in parts, the seller is entitled to invoice these parts separately.

Article 11: Force majeure

1. If the seller cannot fulfill his obligations under the agreement, cannot do so on time, or cannot do so properly due to force majeure, he is not liable for damages suffered by the buyer.
2. Force majeure is understood by the parties to mean in any case any circumstance that the seller could not have taken into account at the time of entering into the agreement and as a result of which the normal execution of the agreement cannot reasonably be expected from the buyer, such as, for example, illness, war or danger of war, civil war and riots, unrest, sabotage, terrorism, power outages, floods, earthquakes, fires, factory occupation, strikes, lockouts, changed government measures, transport difficulties, and other disruptions in the seller's business.
3. Furthermore, the parties understand force majeure to mean the circumstance that suppliers on which the seller depends for the execution of the agreement do not fulfill their contractual obligations towards the seller, unless this is attributable to the seller.
4. If a situation as referred to above occurs, as a result of which the seller cannot fulfill his obligations towards the buyer, these obligations will be suspended as long as the seller cannot fulfill his obligations. If the situation referred to in the previous sentence has lasted for 30 calendar days, the parties have the right to dissolve the agreement in whole or in part in writing.
5. If the force majeure continues for more than three months, the buyer has the right to dissolve the agreement with immediate effect. Dissolution can only be done via registered letter.

Article 12: Transfer of rights

1. Rights of a party under this agreement cannot be transferred without the prior written consent of the other party. This provision applies as a clause with real effect as referred to in article 3:83, second paragraph, Dutch Civil Code.

Article 13: Retention of title and right of retention

1. The goods present at the seller and delivered goods and parts 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 payments are not paid or not paid on time, the seller has the right to suspend the work until the agreed part has been paid. In that case, there is creditor default. A delayed delivery cannot then be held against the seller.
3. The seller is not authorized to pledge or otherwise encumber the goods subject to his retention of title.
4. The seller undertakes to insure the goods 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 provide the policy for inspection upon first request.
5. 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 buyer has paid in full and in accordance with the agreement.
6. In case of liquidation, insolvency, or suspension of payment of the buyer, the buyer's obligations are immediately due and payable.

Article 14: Liability

1. Any liability for damage arising from or related to the execution of an agreement is always limited to the amount paid out by the liability insurance(s) in the relevant case. This amount is increased by the amount of the deductible according to the relevant policy.
2. The seller's liability for damage resulting from intent or deliberate recklessness of the seller or his senior subordinates is not excluded.

Article 15: Duty to complain

1. The buyer is obliged to report complaints about the work performed directly to the seller. The complaint must contain a description of the defect that is as detailed as possible, so that the seller is able to respond adequately.
2. If a complaint is justified, the seller is obliged to repair and possibly replace the good.

Article 16: Warranties

1. If warranties are included in the agreement, the following applies. The seller warrants that the sold item complies with the agreement, that it will function without defects, and that it is suitable for the use that the buyer intends to make of it. This warranty is valid for a period of two calendar years after receipt of the sold item by the buyer.
2. The intended warranty aims to establish such a risk allocation between the seller and the buyer that the consequences of a breach of a warranty are always entirely for the account and risk of the seller, and that the seller can never invoke Article 6:75 BW in the event of a breach of a warranty. The provisions of the previous sentence also apply if the breach was known to the buyer or could have been known through investigation.
3. The aforementioned warranty does not apply if the defect has arisen as a result of improper or inappropriate use or if - without permission - the buyer or third parties have made or attempted to make changes or have used the purchased item for purposes for which it is not intended.
4. If the warranty provided by the seller relates to an item produced by a third party, the warranty is limited to the warranty provided by that producer.

Article 17: Applicable law and competent court

1. Dutch law applies exclusively to every agreement between parties.
2. The Dutch court in the district where the company is established/practices/holds office has exclusive jurisdiction to hear any disputes between parties, unless the law imperatively dictates otherwise.
3. The applicability of the Vienna Sales Convention is excluded.
4. If, in judicial proceedings, one or more provisions of these general terms and conditions are deemed unreasonably onerous, the remaining provisions will remain in full force and effect.