Companies Terms and Conditions
Article 1 – Definitions
1.1 Offer: the offer relating to the product made by the entrepreneur to the customer prior to the conclusion of an agreement;
1.2 Customer: the legal person who acts for purposes related to his business;
1.3 Day: calendar day;
1.4 Sustainable data medium: any tool – including e-mail – that enables the customer or entrepreneur to store information addressed to him personally in a way that allows future consultation or use over a period of time tailored to the purpose for which the information is intended, and which allows unaltered reproduction of the stored information;
1.5 Duration agreement means an agreement which extends to the continuous, recurring or successive delivery of the product to the customer by the operator, under the obligation of the customer to the entrepreneur, for a certain period of time;
1.6 Entrepreneur: the natural or legal person who offers the product to customers remotely;
1.7 Agreement means a distance agreement or an endurance agreement;
1.8 Distance Agreement: an agreement concluded between the entrepreneur and the customer after the customer has accepted the offer under an organised distance selling system for the product, whereby one or more distance communication techniques are used exclusively or exclusively until the conclusion of the contract;
1.9 Product: a bag of paint powder (no matter what type) of RAW Paints BV; and
1.10 notes that remote communication technology means that can be used to conclude an agreement, without the need for the customer and the entrepreneur to have met simultaneously in the same space.
Article 2 – Identity of the entrepreneur
Entrepreneur’s name: Mrs W. Wortelboer
Acting under the name: RAW Paints BV
Business address:
Leidsevaartweg 1
2106 NA Heemstede
Phone number: 085 1850 555
Accessibility: Monday to Friday from 09:00 to 18:00
Email address: info@rawpaints.com
KVK Number: 70764158
VAT identification number: NL858450409B01
Article 3 – Applicability
3.1 These terms and conditions apply to each offer of the entrepreneur and to any agreement between entrepreneur and customer. General or specific terms and conditions used by the customer are not accepted by the trader and are expressly not applicable to the offer and agreement.
3.2 Before the agreement is concluded, the text of these terms and conditions will be made available to the customer. If this is not reasonably possible, the entrepreneur will indicate before the contract is concluded how the terms and conditions can be seen with the entrepreneur and that they will be sent free of charge as soon as possible at the customer’s request.
3.3 By way of derogation from the previous paragraph and before the agreement is concluded, the text of these terms and conditions may be made available to the customer electronically in such a way that it can be easily stored by the customer on a durable data medium. If this is not reasonably possible, before the contract is concluded, it will be indicated where the terms and conditions can be notified by electronic means and that they will be sent by electronic means or otherwise free of charge at the customer’s request.
3.4 In the event that specific product conditions apply in addition to these general conditions, the second and third paragraphs shall apply mutandis.
3.5 In the event that there is an endurance agreement between the customer and the entrepreneur, it is sufficient for the entrepreneur to provide the customer with the terms and conditions once, when entering into the duration agreement.
3.6 If one or more provisions in these terms and conditions are at any time wholly or partially annulled or destroyed, the agreement and these conditions will remain in place for the rest and the provision in question will be replaced without delay by a provision that approaches the scope of the original as far as possible.
3.7 Situations relating to the agreement which are not governed by these terms and conditions should be assessed ‘in the spirit’ of these terms and conditions. Ambiguities about the explanation or content of one or more terms of these terms and conditions should be interpreted ‘in the spirit’ of these terms and conditions.
Article 4 – The offer
4.1 If an offer has a limited period of validity or is subject to conditions, this shall be explicitly stated in the offer.
4.2 The offer contains a complete and accurate description of the products offered. Obvious mistakes or obvious errors in the offer do not bind the entrepreneur.
4.3 Each offer contains such information that it is clear to the customer what the rights and obligations are, which are linked to the acceptance of the offer.
4.4 The offer is non-binding. The entrepreneur is entitled to change and adapt the offer.
4.5 All images, specifications details in the offer are indicative and cannot be grounds for damages or termination of the contract.
Article 5 – The Agreement
5.1 The agreement shall be concluded, subject to paragraph 5.3, at the time of the customer’s acceptance of the offer and compliance with the conditions laid down.
5.2 If the customer has accepted the offer by electronic means, the entrepreneur shall immediately confirm the receipt of the acceptance of the offer by electronic means.
5.3 The entrepreneur can inform himself within legal frameworks whether the customer can meet his payment obligations, as well as all those facts and factors that are important for a responsible enter into the contract. If, on the basis of this examination, the entrepreneur has good grounds not to enter into the agreement with the customer, he is entitled to refuse an order or application or to attach special conditions to the execution.
5.4 The entrepreneur will send the following information, in writing or in such a way that it can be stored by the customer in an accessible manner, at the latest when the product is delivered to the customer:
– the visiting address of the establishment of the entrepreneur where the customer can go with complaints,
– information on guarantees and existing post-purchase service,
– the price including all taxes on the product, to the extent applicable, the cost of delivery; and the method of payment, delivery or implementation of the contract.
Article 6 – The price
6.1 During the period of validity indicated in the offer, the prices of the products offered shall not be increased, subject to price changes resulting from changes in VAT rates.
6.2 By way of derogation from the previous paragraph 11.1, the trader may offer products whose prices are linked to fluctuations in the financial market and which the trader has no influence on, with variable prices. This commitment to fluctuations and the fact that any prices quoted are target prices are indicated in the offer.
6.3 Price increases within 3 months of the conclusion of the agreement shall only be permitted if they are the result of legislation or provisions.
6.4 Price increases from 3 months after the conclusion of the contract shall only be permitted if the trader has negotiated this and:
– they are the result of legislation or provisions, Or
– the customer has the power to terminate the contract from the day on which the price increase takes effect.
6.5 The prices listed in the supply of products include VAT.
6.6 All prices are subject to pressure and typos in the offer and/or agreement. No liability is accepted by the entrepreneur for the consequences of printing and typing errors in the offer and/or agreement. In case of printing and typos, the entrepreneur is not obliged to supply the product according to the incorrect price.
Article 7 – Fulfilment agreement and additional guarantee
7.1 The entrepreneur shall ensure that the products comply with the contract, the specifications set out in the offer, the reasonable requirements of soundness and/or usability and the legal provisions and/or government regulations existing on the date of the conclusion of the agreement. If agreed, the entrepreneur also ensures that the product is suitable for other than normal use.
7.2 Additional guarantee means any undertaking by the entrepreneur, his supplier, importer or producer in which he grants the customer certain rights or claims that go beyond what he is legally obliged to do in the event that he has failed to fulfil his part of the contract.
7.3 Any defects or mishandled products must be reported in writing to the trader within 4 weeks of delivery. The return of the products must be returned in its original packaging and in new condition.
7.4
The manufacturer’s warranty period corresponds to the manufacturer’s warranty period. However, the entrepreneur is never responsible for the ultimate suitability of the products for each individual application by the customer, nor for any advice regarding the use or application of the products.
The warranty shall not apply if:
- The customer has repaired and/or processed the delivered products himself or had them repaired and/or processed by third parties;
- The products supplied have been exposed to abnormal conditions or otherwise treated carelessly or are contrary to the instructions of the trader and/or have been treated on the packaging; And
- The inequity is, in whole or in part, the result of rules that the government has or will impose as regards the nature or quality of the materials applied.
7.5 The liability of the trader is limited to the compensation of the direct damage, which is directly the result of any defects of delivered goods. Direct damage means, among other things, the reasonable costs incurred to determine the cause and extent of the damage, the replacement and the repair costs. The obligation to compensate the trader as a result of direct damage will never exceed an amount equal to 3 1/2 x the invoice amount of the product delivered for which the defect has been proven. Under no circumstances is the entrepreneur liable for any consequential damage seen or suffered.
7.6 The customer is burdened with proof that the product to which the complaint relates is the same as the product supplied by the trader.
Article 8 – Delivery, execution and cancellation, reservation of ownership
8.1 The entrepreneur will take the utmost care when receiving and carrying out orders of products.
8.2 As a place of delivery, the address that the customer has made known to the entrepreneur shall apply.
8.3 Subject to the provisions of Article 4 of these terms and conditions, the operator shall carry out accepted orders with skillful urgency but not later than 30 days, unless another delivery period has been agreed. If delivery is delayed, or if an order cannot be executed or can only be partially executed, the customer will receive a notice no later than 30 days after placing the order.
8.4 All delivery times are indicative. Any time limits mentioned do not allow the customer to derive any rights. Exceeding a delivery period does not entitle the customer to compensation or termination of the contract.
8.5 The risk of damage and/or disappearance of products rests with the entrepreneur until the moment of delivery to the customer or a pre-appointed and disclosed representative to the entrepreneur, unless expressly otherwise agreed.
8.6 The entrepreneur has fulfilled his duty of delivery by offering the accepted order to the customer once at the agreed time, possibly through an auxiliary/parcel service. The report of the person who provided the transport is the full proof of offer to delivery if the customer refuses to accept the order, in which case the costs of the return freight, storage and other necessary costs will be borne by the customer. The supply to supply shall be equal to delivery. If the order is refused, the operator will store it up to 30 days after the offer to deliver. It will notify the customer in writing that they can (do) pick up the goods for cash. After this period, the entrepreneur is entitled to sell or otherwise dispose of the goods to a third party.
8.7 If the customer unilaterally terminates the contract, the customer will be liable for damages of 30% of the price mentioned in the contract unless the customer can prove that the damage suffered by the trader is less or the entrepreneur can prove that he has suffered more damage. The cancellation costs consist of foregone gross and net profit.
8.8 All goods delivered remain exclusively the property of the entrepreneur until all claims from this or previous deliveries of the entrepreneur to the customer have been fully managed by the customer. The goods may be recovered immediately by the trader if the customer has not fulfilled his payment obligations or the entrepreneur has reason to assume that the customer will not meet his payment obligations. The entrepreneur is entitled to invoice the customer the costs associated with the take-back, and the customer will be required to meet these costs. On take-back, it will be credited based on the value that the product appears to have when taken back. The reservation of ownership negotiated in this paragraph shall be without prejudice to the fact that the risk of the use and storage of the goods delivered, in the broadest sense of the word, passes to the customer from the moment of the actual delivery.
Article 9 – Duration agreements: duration, termination and renewal
Termination:
9.1 The customer may terminate at any time an indefinite contract which is subject to the regular delivery of products, subject to the rules of notice agreed and a notice period of not more than two months.
9.2 The customer may terminate at any time by the end of the fixed period of time a fixed-term duration and which is limited to the regular delivery of products, subject to the rules of notice agreed and a period of notice of not more than two months.
Extension:
9.3 A fixed-term duration agreement which covers the regular delivery of products may be extended for an indefinite period only if the customer is entitled to cancel at any time with a notice period of not more than two months.
Duration:
9.4 If an endurance contract has a duration of more than one year, the customer may, after one year, terminate the duration agreement at any time with a period of notice of not more than two months, unless reasonableness and fairness oppose denunciation before the end of the agreed duration.
Article 10 – Payment
10.1 To the extent that no other provision is made in the agreement or these terms and conditions, the amounts due by the customer under the contract must be paid within 30 days of the conclusion of the contract. Settlement of (part of) the amount due by the customer with any claim against the entrepreneur is excluded.
10.2 If the customer does not pay the invoice amount due in good time, he owes the entrepreneur an interest of 1 1/4 % of the invoice amount for each month or part thereof, with which the payment period has been exceeded. If at any time the statutory interest rate ex Article 6:119a of the Civil Code is higher than the interest due under the interest clause set out in this paragraph, the trader shall be entitled to accrue the interest under Article 6:119a of the Civil Code, the interest being calculated in the manner indicated in that Article.
10.3 The customer has a duty to report inaccuracies to the trader without delay in payment details provided or mentioned.
10.4
Only those payments are valid, which have been made in the manner indicated by the entrepreneur. The entrepreneur is free to book by his received payments on the outstanding costs, the maturing interest and on the oldest outstanding invoices of the customer, even if the customer has indicated that a payment is intended to be deducted on a certain invoice or from the amount transferred it appears that the customer intended to pay a certain invoice.
10.5
If the customer does not meet his payment obligation(s) in time, after being informed by the entrepreneur of the late payment and the entrepreneur has granted the customer a period of 14 days to meet his payment obligations, after the failure to pay within this 14-day period, the amount still due is due to the statutory interest and the entrepreneur is entitled to invoice the customer the out-of-court collection costs incurred by him , and the customer will be required to meet these costs. These collection costs are up to: 15% on outstanding amounts up to € 2,500,=; 10% on the subsequent €2,500,= and 5% on the next €5,000,= with a minimum of €40,=.
10.6 The entrepreneur is entitled at all times to require advance payment or guarantee from the customer before making delivery or further delivery of the product. If the customer defaults on the requested prepayment or guarantee, the necessary obligation to supply the entrepreneur will lapse, without prejudice to the right of the entrepreneur to compensation by the customer to the entrepreneur of the damage caused and/or costs related to it.
Article 11 – Force majeure
11.1 Force majeure means any circumstance which the trader was unable to take into account at the time of entering into the contract and as a result of which the normal performance of the contract cannot reasonably be required by the customer such as: war or danger of war, indifferent whether or not the Netherlands is directly involved, total or partial mobilisation, martial law, riot , sabotage, flooding, severe weather, theft, fire or other destructions in factories or warehouses and exclusions, so that suppliers or producers who, on any ground – in whole or in part – do not fulfil their obligations to the entrepreneur.
11.2 In cases of force majeure, the entrepreneur has the right to terminate the contract without having to pay compensation.
Article 12 – Intellectual property
12.1 All intellectual property rights relating to the products are vested in the entrepreneur. Without the prior consent of the entrepreneur, the customer is not allowed to multiply, publish, recreate or reverse engineer the products in whole or in part.
12.2 The customer may only trade products from the entrepreneur under the brand, logo, trade name and according to the specifications under which the products were delivered to the customer by the entrepreneur. The customer may not change the quality of the products purchased from the entrepreneur, including the packaging and instructions.
12.3 The customer does not obtain a licence to use the intellectual property and only the right to use the product for which it is intended, unless the entrepreneur and the customer have explicitly agreed to do so.
Article 13 – Complaints scheme
13.1 The entrepreneur has a sufficiently published complaints procedure and handles the complaint in accordance with this complaints procedure.
13.2 Complaints about the implementation of the contract must be submitted in full and clearly to the entrepreneur within two months of the customer’s finding of the defects.
13.3 Complaints submitted to the entrepreneur are answered within 14 days of the date of receipt. If a complaint requires a foreseeable longer processing time, the entrepreneur replies within the 14-day period with a message of receipt and an indication when the customer can expect a more detailed response.
13.4 A complaint does not suspend the obligations of the entrepreneur unless the entrepreneur indicates otherwise in writing.
13.5 If a complaint is found to be justified by the entrepreneur, the entrepreneur will replace the products supplied free of charge or the products supplied.
Article 14 – Disputes
Agreements between the entrepreneur and the customer to which these terms and conditions relate apply only to Dutch law.
Article 15 – Additional or derogatory provisions
Additional or different terms and conditions may not be to the detriment of the customer and should be communicated to the customer and recorded in writing or in such a way that they can be stored by the customer in an accessible manner on a durable data carrier.