General terms and conditions of delivery and payment 4Care Nederland B.V., established and with registered office in Reusel
INLEIDING
4Care Nederland B.V. is a company that operates a wholesale, retail and agency trade in women's clothing, underwear, nightwear and sportswear for women and men. These general terms and conditions are divided into a general section and a special section. The general section - articles 1 to 16 - applies to all our clients. The special section - articles 17 to 31 - applies only to distance contracts concluded between 4Care Nederland B.V. and consumers/private individuals. If the provisions in the general section of these terms and conditions conflict with the provisions in the special section, the provisions in the special section apply to private individuals/consumers if there is a distance contract between a consumer/private individual and 4Care Nederland B.V.
Article 17: Definitions
In the specific part of these terms and conditions, the following definitions apply:
- Additional agreement: an agreement whereby the consumer acquires products, digital content and/or services in connection with a distance contract and these goods, digital content and/or services are supplied by the entrepreneur or by a third party on the basis of an agreement between that third party and the entrepreneur;
- Reflection period: the period within which the consumer can exercise his right of withdrawal;
- Consumer: the natural person who does not act for purposes related to his trade, business, craft or profession;
- Day: calendar day;
- Digital content: data produced and supplied in digital form;
- Duration agreement: an agreement that aims at the regular delivery of goods, services and/or digital content during a certain period; 7. Durable medium: any tool - including e-mail - that enables the consumer or entrepreneur to store information addressed personally to him in a way that facilitates future consultation or use for a period that is tailored to the purpose for which the information is intended, and which allows for unchanged reproduction of the stored information;
- Right of withdrawal: the possibility for the consumer to withdraw from the distance contract within the cooling-off period;
- Entrepreneur: 4Care Nederland B.V.;
- Distance contract: an agreement concluded between the entrepreneur and the consumer within the framework of an organised system for distance selling of products, digital content and/or services, whereby up to and including the conclusion of the agreement exclusive or additional use is made of one or more techniques for distance communication;
- Model withdrawal form: the European model withdrawal form included in Appendix I of these terms and conditions; 12. Distance communication technology: means that can be used to conclude an agreement, without the consumer and entrepreneur having to be in the same room at the same time
Article 18: Identity of the entrepreneur
4Care Nederland B.V.; Business and visiting address: Denestraat 18 in (5541 RL) Reusel, municipality of Reusel-De Mierden; Telephone number: 0497-643236: the entrepreneur can be reached by telephone from Monday to Thursday from 08:30 to 17:00 and on Friday from 08:30 to 12:00 and from 13:00 to 16:00; Email address: info@4care.nl Chamber of Commerce number: 172029236 VAT identification number: NL001350493B01
Article 19: Applicability
- These general terms and conditions apply to every offer from the entrepreneur and to every distance contract concluded between the entrepreneur and the consumer.
- Before the distance contract is concluded, the text of these general terms and conditions will be made available to the consumer. If this is not reasonably possible, the entrepreneur will indicate before the distance contract is concluded in what way the general terms and conditions can be viewed at the entrepreneur and that they will be sent free of charge to the consumer as soon as possible at the consumer's request.
- If the distance contract is concluded electronically, in deviation from the previous paragraph and before the distance contract is concluded, the text of these general terms and conditions can be made available to the consumer electronically in such a way that the consumer can easily store them on a durable data carrier. If this is not reasonably possible, before the distance contract is concluded, it will be indicated where the general terms and conditions can be consulted electronically. orders and that they will be sent free of charge to the consumer electronically or otherwise at the consumer's request.
- In the event that specific product or service conditions apply in addition to these general terms and conditions, the second and third paragraphs apply accordingly and the consumer can always rely on the applicable provision that is most favorable to him in the event of conflicting conditions.
Article 20: The offer
- If an offer has a limited period of validity or is made subject to conditions, this will be explicitly stated in the offer.
- The offer contains a complete and accurate description of the products, digital content and/or services offered. The description is sufficiently detailed to enable the consumer to properly assess the offer. If the entrepreneur uses images, these are a true representation of the products, services and/or digital content offered. Obvious mistakes or obvious errors in the offer do not bind the entrepreneur.
- Each offer contains such information that it is clear to the consumer what the rights and obligations are that are associated with accepting the offer.
Article 21: The agreement
- Subject to the provisions of paragraph 4, the agreement is concluded at the moment the consumer accepts the offer and meets the conditions set.
- If the consumer has accepted the offer electronically, the entrepreneur will immediately confirm receipt of acceptance of the offer electronically. As long as the receipt of this acceptance has not been confirmed by the entrepreneur, the consumer can terminate the agreement.
- If the agreement is concluded electronically, the entrepreneur will take appropriate technical and organizational measures to secure the electronic transfer of data and ensure a secure web environment. If the consumer can pay electronically, the entrepreneur will take appropriate security measures to that end.
- The entrepreneur can, within legal frameworks, inquire whether the consumer can meet his payment obligations, as well as all those facts and factors that are important for responsibly entering into the distance contract. If the entrepreneur has good reasons not to enter into the agreement based on this investigation, he is entitled to refuse an order or request with reasons or to attach special conditions to the execution.
- The entrepreneur will send the following information to the consumer at the latest upon delivery of the product, service or digital content, in writing or in such a way that the consumer can store it in an accessible manner on a durable data carrier: a. the visiting address of the entrepreneur's establishment where the consumer can go with complaints; b. the conditions under which and the manner in which the consumer can exercise the right of withdrawal, or a clear statement regarding the exclusion of the right of withdrawal; c. the information about guarantees and existing after-sales service; d. the price including all taxes of the product, service or digital content; where applicable, the costs of delivery; and the method of payment, delivery or execution of the distance contract; e. the requirements for terminating the contract if the contract has a duration of more than one year or is of indefinite duration; f. if the consumer has a right of withdrawal, the model withdrawal form.
- In the case of a long-term transaction, the provision in the previous paragraph only applies to the first delivery.
Article 22: Right of withdrawal
For products:
- The consumer can dissolve an agreement regarding the purchase of a product during a reflection period of at least 14 days without giving reasons. The entrepreneur may ask the consumer for the reason for withdrawal, but may not oblige the consumer to state his reason(s).
- The reflection period referred to in paragraph 1 commences on the day after the consumer, or a third party designated by the consumer in advance, who is not the carrier, has received the product, or: a. if the consumer has ordered multiple products in the same order: the day on which the consumer, or a third party designated by him, has received the last product. The entrepreneur may, provided that he has clearly informed the consumer of this prior to the ordering process, refuse an order for multiple products with a different delivery time. b. if the delivery of a product consists of different shipments or parts: the day on which the consumer, or a third party designated by the consumer, has received the last shipment or the last part; in the case of agreements for regular delivery of products and during a certain period: the day on which the consumer, or a third party designated by him, received the first product. For services and digital content that is not delivered on a tangible medium.
- The consumer can terminate a service agreement and an agreement for the delivery of digital content that is not delivered on a tangible medium for at least 14 days without giving reasons. The entrepreneur may ask the consumer for the reason for withdrawal, but may not oblige him to state his reason(s).
- The cooling-off period referred to in paragraph 3 commences on the day following the conclusion of the agreement. Extended cooling-off period for products, services and digital content that is not delivered on a tangible medium in the event of failure to inform about the right of withdrawal:
- If the entrepreneur has not provided the consumer with the legally required information about the right of withdrawal or the model withdrawal form, the cooling-off period expires twelve months after the end of the original cooling-off period determined in accordance with the previous paragraphs of this article. 6. If the entrepreneur has provided the consumer with the information referred to in the previous paragraph within twelve months after the commencement date of the original cooling-off period, the cooling-off period expires 14 days after the day on which the consumer received that information.
Article 23: Obligations of the consumer during the cooling-off period
- 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 determine the nature, characteristics and functioning of the product. The starting point here is that the consumer may only handle and inspect the product as he would be allowed to do in a shop.
- The consumer is only liable for the depreciation of the product that is the result of a way of handling the product that goes beyond what is permitted in paragraph 1.
- The consumer is not liable for the depreciation of the product if the entrepreneur has not provided him with all the legally required information about the right of withdrawal before or upon conclusion of the agreement.
Article 24: Exercise of the right of withdrawal by the consumer and costs thereof
- If the consumer exercises his right of withdrawal, he reports this within the cooling-off period by means of the model withdrawal form or in another unambiguous manner to the entrepreneur.
- As soon as possible, but within 14 days from the day following the notification referred to in paragraph 1, the consumer returns the product to the business address of the entrepreneur, or hands it over to (an authorized representative of) the entrepreneur. This is not necessary if the entrepreneur has offered to collect the product himself. The consumer has in any case observed the return period if he returns the product before the cooling-off period has expired.
- The consumer returns the product with all delivered accessories, if reasonably possible in the original condition and packaging, and in accordance with the reasonable and clear instructions provided by the entrepreneur.
- The risk and burden of proof for the correct and timely exercise of the right of withdrawal lies with the consumer.
- The consumer shall bear the direct costs of returning the product. If the entrepreneur has not stated that the consumer must bear these costs or if the entrepreneur indicates that he will bear the costs himself, the consumer does not have to bear the costs of return.
- The consumer shall not bear any costs for the full or partial delivery of digital content not supplied on a tangible medium, if: a. he has not expressly agreed to commence performance of the agreement before the end of the cooling-off period prior to delivery; b. he has not acknowledged that he loses his right of withdrawal when giving his consent; or c. the entrepreneur has failed to confirm this statement by the consumer.
- If the consumer exercises his right of withdrawal, all additional agreements shall be terminated by operation of law.
Article 25: Obligations of the entrepreneur in the event of withdrawal
- If the entrepreneur makes it possible for the consumer to notify withdrawal electronically, he shall immediately send a confirmation of receipt after receiving this notification. 2. The entrepreneur shall reimburse all payments made by the consumer, including any delivery costs charged by the entrepreneur for the returned product, without delay but within 14 days following the day on which the consumer notifies him of the withdrawal. Unless the entrepreneur offers to collect the product himself, he may wait with reimbursement until he has received the product or until the consumer proves that he has returned the product, whichever is the earlier.
- The entrepreneur uses h the same payment method that the consumer used, unless the consumer agrees to another method. The refund is free of charge for the consumer.
- If the consumer has opted for a more expensive method of delivery than the cheapest standard delivery, the entrepreneur does not have to reimburse the additional costs for the more expensive method.
Article 26: Exclusion of the right of withdrawal
The entrepreneur can exclude the following products and services from the right of withdrawal, but only if the entrepreneur has clearly stated this in the offer, at least in good time before the conclusion of the agreement:
- Agreements concluded during a public auction. A public auction is understood to mean a sales method in which products, digital content and/or services are offered by the entrepreneur to the consumer who is personally present or is given the opportunity to be personally present at the auction, under the direction of an auctioneer, and in which the successful bidder is obliged to purchase the products, digital content and/or services; 2. Products manufactured according to consumer specifications, which are not prefabricated and which are manufactured on the basis of an individual choice or decision by the consumer, or which are clearly intended for a specific person;
- Sealed products which are not suitable for return for reasons of health protection or hygiene and of which the seal has been broken after delivery;
Article 27: The price
- During the period of validity stated in the offer, the prices of the products and/or services offered will not be increased, except for price changes resulting from changes in VAT rates.
- Notwithstanding the previous paragraph, the entrepreneur may offer products or services whose prices are subject to fluctuations in the financial market over which the entrepreneur has no influence, with variable prices. This subjection to fluctuations and the fact that any stated prices are target prices are stated in the offer.
- Price increases within 3 months after the conclusion of the agreement are only permitted if they are the result of statutory regulations or provisions. 4. Price increases from 3 months after the conclusion of the agreement are only permitted if the entrepreneur has stipulated this and: a. these are the result of statutory regulations or provisions; or b. the consumer has the authority to terminate the agreement with effect from the day on which the price increase takes effect.
Article 28: Compliance with the agreement and additional guarantee
- The entrepreneur guarantees that the products and/or services comply with the agreement, the specifications stated in the offer, the reasonable requirements of soundness and/or usability and the statutory provisions and/or government regulations in force on the date of the conclusion of the agreement. If agreed, the entrepreneur also guarantees that the product is suitable for other than normal use.
- An additional guarantee provided by the entrepreneur, its supplier, manufacturer or importer never limits the statutory rights and claims that the consumer can assert against the entrepreneur under the agreement if the entrepreneur has failed to fulfil its part of the agreement. 3. An additional guarantee is understood to mean any obligation of the entrepreneur, its supplier, importer or producer in which it grants the consumer certain rights or claims that go beyond what it is legally obliged to do in the event that it has failed to fulfil its part of the agreement.
Article 29: Delivery and execution
- The entrepreneur will take the greatest possible care when receiving and executing orders for products and when assessing requests for the provision of services.
- The place of delivery is the address that the consumer has made known to the entrepreneur.
- Taking into account what is stated in article 4 of these general terms and conditions, the entrepreneur will execute accepted orders with due speed but no later than within 30 days, unless a different delivery period has been agreed. If delivery is delayed, or if an order cannot be executed or can only be executed in part, the consumer will be notified of this no later than 30 days after placing the order. In that case, the consumer has the right to terminate the agreement without costs. 4. After dissolution in accordance with the previous paragraph, the entrepreneur will immediately refund the amount paid by the consumer.
- The risk of damage and/or loss of products rests with the entrepreneur until the moment of delivery to the consumer or a previously designated representative made known to the entrepreneur, except ij has expressly agreed otherwise.
Article 30: Payment
- Unless otherwise specified in the agreement or additional conditions, the amounts owed by the consumer must be paid within 14 days after the start of the cooling-off period, or in the absence of a cooling-off period within 14 days after the conclusion of the agreement. In the case of an agreement to provide a service, this period commences on the day after the consumer has received confirmation of the agreement.
- When selling products to consumers, the consumer may never be obliged in general terms and conditions to pay more than 50% in advance. If advance payment has been agreed, the consumer cannot assert any rights regarding the execution of the relevant order or service(s) before the agreed advance payment has been made.
- The consumer has the duty to report any inaccuracies in the payment details provided or stated to the entrepreneur without delay. 4. If the consumer does not meet his payment obligation(s) on time, after the entrepreneur has informed him of the late payment and the entrepreneur has granted the consumer a period of 14 days to still meet his payment obligations, if payment is not made within this 14-day period, the consumer will owe the statutory interest on the amount still owed and the entrepreneur is entitled to charge the extrajudicial collection costs incurred by him. These collection costs amount to a maximum of: 15% on outstanding amounts up to € 2,500; 10% on the next € 2,500 and 5% on the next € 5,000 with a minimum of € 40. The entrepreneur may deviate from the amounts and percentages mentioned to the advantage of the consumer.
Article 31: Complaints procedure
- The entrepreneur has a sufficiently publicized complaints procedure and handles the complaint in accordance with this complaints procedure. 2. Complaints about the performance of the agreement must be submitted to the entrepreneur within a reasonable time after the consumer has discovered the defects, fully and clearly described.
- Complaints submitted to the entrepreneur will be answered within a period of 14 days from the date of receipt. If a complaint requires a foreseeable longer processing time, the entrepreneur will respond within the period of 14 days with a confirmation of receipt and an indication of when the consumer can expect a more detailed answer.
Article 1: Applicability
1.1 In these terms and conditions, the following terms are used in the following meaning: User: 4Care, the user of these general terms and conditions; Client: the other party to the user, being any (legal) person who has entered into or wishes to enter into an agreement with 4Care Nederland B.V., including its representative(s), authorised representative(s), legal successor(s) and heirs; Order/agreement: the agreement concluded between the user and the client;
1.2 These terms and conditions apply to all offers made by the user and to all agreements concluded with the user;
Article 2: General
2.1 These general terms and conditions apply to every order, offer and agreement between the user and a client to which the user has declared these general terms and conditions applicable, insofar as these general terms and conditions have not been expressly deviated from in writing. The general terms and conditions of the client do not apply and are expressly rejected;
2.2 The general terms and conditions also apply to all agreements with the user for the execution of which the user uses the services of third parties. Any deviations from these general terms and conditions are only valid if they have been expressly agreed in writing.
2.3. If one or more of the provisions of these general terms and conditions are denied legal force, that lack of legal force will have no effect on the legal force of the other provisions of these general terms and conditions and the binding force of other provisions will continue unabated.
Article 3: Offers
3.1 All offers made by the user, in whatever form, are without obligation, unless expressly stated otherwise.
3.2 Any estimates, plans or other documents accompanying an offer remain the property of the user at all times and must be returned to the user carriage paid upon first request. They may not be reproduced or made available to third parties without the user's permission.
3.3 Sending offers and/or (other) documentation does not oblige the user to accept an order. Non-acceptance will be notified to the client by the user as soon as possible, but in any case within 14 days.
3.4 User reserves the right to refuse orders without stating reasons, or to deliver cash on delivery and/or to request advance payment.
Article 4: Agreement
4.1 Except as stated below, an agreement with user will only be concluded after user has accepted or confirmed an order, whereby the date of confirmation is decisive. The order confirmation is deemed to correctly and completely reflect the agreement, unless the client has immediately protested against it in writing.
4.2 Any additional agreements or changes made later will only bind user if they have been confirmed in writing by user.
4.3 For transactions for which no order confirmation is sent due to their nature and scope, the invoice is deemed to correctly and completely reflect the agreement, unless a complaint is made within 3 working days after the invoice date.
4.4 Each agreement is entered into by user under the suspensive condition that the client - solely at the discretion of user - appears sufficiently creditworthy for the financial fulfilment of the agreement. 4.5 User is entitled, upon or after entering into the agreement, before performing (further), to demand security from the client that both payment and other obligations will be met.
4.6 User is entitled, if it deems this necessary or desirable for the correct execution of the order given to user and after consultation with the client, to engage others in the execution of the agreement, the costs of which will be charged to the client in accordance with the price quotations provided.
4.7 Client is obliged to provide user in a timely manner with all information and documents required for the correct execution of the agreement.
Article 5: Information and conformity
5.1 User's specifications regarding colors, dimensions and other properties are approximate and without obligation.
5.2 Images, descriptions, catalogues, advertising material, offers and the information included on the user's website, in whatever form, do not bind user.
5.3 If the products ordered by the client are intended for use outside the Netherlands, the client must ensure that the products and the associated packaging, manuals, etc. comply with all regulations set for them in the country of destination. The use of the products and the conformity with the provisions of the government outside the Netherlands is at the risk of the client.
Article 6: Intellectual property
6.1 All intellectual and industrial property rights with regard to the products and their design and with regard to everything that the user develops, manufactures or provides, including manuals, packaging, catalogues and images, belong to the user.
6.2 The client is not permitted to remove or change any indication regarding any patents, copyrights, brands, trade names or other intellectual or industrial property rights from the products. The client is prohibited from using brands, logos and/or images of the products in or for the purpose of advertising for third-party products.
6.3 The intellectual property rights with regard to the user's website, its design and the descriptions, images, photos, video clips and other information included on the user's website, in whatever form, belong to or have been obtained under license by the user or a company affiliated with the user and may not be used without the written permission of the user.
Article 7: Prices
7.1 Unless otherwise stated, the user's prices are: based on delivery ex user's company, warehouse or other storage location of the client, excluding VAT, import duties, other taxes, levies and duties, excluding the costs of packaging and insurance, stated in Euro;
7.2 For deliveries with a net invoice value of up to € 200.00, the user is entitled to charge a surcharge for shipping/freight costs.
7.3 In the event of an increase in one or more of the cost price factors, the user is entitled to increase the order price accordingly, all this in compliance with any existing statutory regulations, provided that already known future price increases must be stated in the order confirmation.
Article 8: Cancellation
If the client wishes to cancel an agreement after it has been concluded, 10% of the order price (including VAT) will be charged as cancellation costs, without prejudice to the user's right to full compensation, including lost profit.
Article 9: Delivery
9.1 The client is obliged to check the delivered goods and the packaging immediately upon delivery for any shortages and/or visible damage, or to carry out this check after notification by the user that the goods are available to the client.
9.2 Any shortages and/or damage to the delivered goods and/or the packaging that are present upon delivery must be stated by the client on the delivery note, the invoice and/or the transport documents, failing which the client is deemed to have approved the goods delivered. In that case, complaints in this regard will no longer be considered.
9.3 The user is entitled to deliver in parts (partial deliveries), which the user can invoice separately.
9.4 The delivery time is always stated approximately, unless expressly agreed otherwise in writing. The agreed delivery times can never be regarded as fatal terms.
9.5 If the goods have not been collected by the client after the delivery time has expired, they will be stored at the client's disposal, at the client's expense and risk. 9.6 If the user is prevented from fulfilling its obligations due to circumstances beyond its control and risk, the user is authorized to suspend the performance of the agreement for the duration of the prevention.
Article 10: Transport
10.1 The method of transport, shipment, packaging and the like will be determined by the user as a good householder/merchant, unless the client has given the user any other instructions.
10.2 Any specific wishes of the client regarding transport/shipment will only be carried out if the client has declared that it will bear the additional costs thereof.
10.3 The user is authorized to charge a fee for sustainable packaging materials, which will be stated on the invoice. If the user charges such a fee, it will be settled after return shipment in undamaged condition.
Article 11: Force Majeure
11.1 “Force Majeure” is understood to mean: any circumstance beyond the control of the parties or unforeseeable circumstance as a result of which the other party can no longer reasonably be expected to fulfill the agreement. Force majeure includes, but is not limited to: fire, flooding, accident or illness of personnel, business disruption, stagnation in transport, unforeseeable problems experienced by the user during delivery or transport, etc.
11.2 If the user is prevented from fulfilling the agreement due to force majeure, the user will be held liable for the damage caused by force majeure information, the user is entitled to suspend the execution of the agreement or to dissolve it if it cannot fulfil its obligations within 30 days after the indicated delivery date. In such cases, the client is not entitled to compensation for damages, costs or interest.
11.3 If the user has already partially fulfilled its obligations or can only partially fulfil its obligations when the force majeure situation occurs, the user is entitled to invoice the part already delivered or the deliverable part separately and the client is obliged to pay this invoice as if it concerned a separate agreement.
11.4 The party that believes it is (coming to be) in a situation of force majeure must immediately inform the other party thereof.
Article 12: Warranty, complaints and returns
12.1 The user guarantees the soundness of the delivered products in accordance with what the client may expect on the basis of the agreement. Should defects nevertheless occur in a product supplied by the user as a result of manufacturing and/or material errors, the user will repair the product (or have it repaired), replace it in whole or in part or pay compensation to the client, at the user's discretion.
12.2 The warranty applies exclusively upon presentation of the original invoice from the user.
12.3 In any case, defects that occur in or are (partly) the result of normal wear and tear and/or improper use are not covered by the warranty. The user is not liable for (damage resulting from) these defects.
12.4 The client must inspect the products carefully immediately upon receipt. Any complaints will only be processed by the user if they have reached the user directly in writing within 8 days of delivery, with a precise statement of the nature and grounds of the complaints. Complaints about invoices must also be submitted in writing within 21 days of the invoice date. Failure to submit a complaint within the stated periods will result in the loss of rights to repair, termination and/or compensation. 12.5 Any justified complaint does not suspend the payment obligation of the client.
12.6 Return of the delivered goods, for whatever reason, can only take place after prior permission from the user, under conditions to be determined by the user. The user reserves the right not to honor return requests. Shipping or transport and all costs associated with returns are for the account of the client. The delivered goods remain at the risk of the client at all times during the return procedure. The user will only reimburse the transport, shipping costs and other costs associated with returns approved by it if it is established that there is an attributable shortcoming on the part of the user. Return of products must always take place to the business address of the user, namely: Denestraat 8 in (5541 RL) Reusel.
12.7 Products that are manufactured, developed or produced especially for this client at the request of this client cannot be returned by the client.
12.8 After discovering a shortcoming in the delivered goods, the client is obliged to do everything that prevents or limits damage.
12.9 These provisions apply, without prejudice to the rights that the consumer has under the law and from which no deviation may be made.
Article 13: Liability
13.1 User is never liable for personal injury and property damage, immaterial damage, consequential damage (loss of income, stagnation damage, etc.) and other indirect damage, caused by whatever cause, both to the client and to third parties, unless there is intent or gross negligence on the part of the user.
13.2 All advice or notifications and statements given on the user's website about, among other things, the properties of the products to be delivered by the user are entirely without obligation and are given without any guarantee. The user is not liable for any direct or indirect damage resulting from the provision of information and/or advice. 13.3 In all cases in which the user is obliged to pay compensation, this will never be higher than the invoice value (excluding VAT) of the delivered products in connection with which the damage was caused. If the damage is covered by the user's business liability insurance, the compensation will also never be higher than the amount actually paid out by the insurer in the case in question.
13.4 The user is not liable for damage that has arisen or been caused by the (incorrect) use of the delivered
13.5 Any claim against the user expires by the mere passage of 12 months after the claim arose, unless the claim has been lodged by the user recognized.
13.6 These liability provisions apply, without prejudice to the rights that a consumer has under the law and from which no deviation may be made.
Article 14: Retention of title
14.1 Delivered goods remain the property of the user until the moment at which the deliveries and work performed or yet to be performed under the agreement, including interest and costs, have been paid by the client. In the event of suspension of payment, bankruptcy, suspension of payment, liquidation of the client, or death when the client is a natural person, the user is entitled to cancel the order in whole or in part without notice of default or judicial intervention and to reclaim the unpaid part of the delivered goods. Cancellation and retrieval do not affect the user's right to compensation for loss or damage. In these cases, any claim by the user against the client will be immediately and fully due and payable. 14.2 The items may be resold or used by the client in the context of its normal business operations, but may not be pledged or serve as security for a claim by a third party.
14.3 As security for correct payment of the user's claims, for whatever reason, the user also obtains a non-possessory pledge - by the creation of the claim - on all those items in which the items delivered by the user are incorporated, or of which they form a part. The order issued by the client and the subsequent acceptance by the user are considered a private deed as referred to in the Act.
Article 15: Payment
15.1 Unless otherwise agreed in writing, payment must be made in cash without discount or settlement upon delivery or by means of deposit or transfer to a bank or giro account designated by the user within 30 days after the invoice date. The value date indicated on the user's bank/giro account is decisive and is therefore considered the payment date. 15.2 If no timely payment is received, the client will be in default towards the user without notice of default and the client will owe interest on the invoice amount equal to 1% per (part of a) month, calculated from the due date up to and including the day of payment.
15.3 All costs associated with the collection, both judicial and extrajudicial, will be borne by the client. These costs amount to a maximum of: 15% on outstanding amounts up to € 2,500; 10% on the next € 2,500 and 5% on the next € 5,000 with a minimum of € 40.
15.4 All payments made by the client will primarily serve to pay the collection costs incurred by the user, then to pay the interest due and then to pay the oldest outstanding invoices, even if the client states that the payment relates to another claim. 15.5 In the event that the client: is declared bankrupt, surrenders his estate, files a request for suspension of payments, or has all or part of his property seized, dies, is placed under guardianship or is dissolved, fails to fulfil any obligation imposed on him by law or these conditions, fails to pay an invoice amount or part thereof within the term set for this purpose, ceases or transfers his business or a significant part thereof, including the contribution of his business to a company to be established or already existing, or changes the objective of his business, the user shall, by the mere occurrence of one of the aforementioned circumstances, have the right either to terminate the agreement or to claim in full any amount owed by the client on the basis of the services provided by the user, immediately and without any warning or notice of default being required, all without prejudice to the right to compensation for costs, damages and interest.
Article 16: Final provisions
16.1 The nullity or voidability of any provision of these terms and conditions or of agreements to which these terms and conditions apply shall not affect the validity of the other provisions. The user and client are obliged to replace provisions that are null and void or have been annulled by valid provisions that have the same purport as the null and void or annulled provision as much as possible.
16.2 The place of performance of the agreement is deemed to be the place where the user is established.
16.3 All offers, agreements and the performance thereof are exclusively governed by Dutch law. The applicability of the Vienna Sales Convention is expressly excluded.
16.4 All disputes, including those which considered as such by only one party, arising from or related to the agreement to which these conditions apply or the conditions themselves and their interpretation or implementation, both of a factual and legal nature, will be settled exclusively by the competent judge of the District Court of East Brabant, located in 's-Hertogenbosch, the Netherlands, unless mandatory rules of law oppose this. In deviation from this, the user is authorized to turn to the judge of the place of residence/place of establishment of the client if that place of residence/place of establishment is outside the Netherlands. SPECIAL PART in addition to the general terms and conditions in the general part, the following provisions apply to consumers, being natural persons who do not act in the exercise of a profession or business, for a distance contract. Where the provisions in this special part - which relates exclusively to consumers and to distance contracts concluded with consumers - deviate from the provisions in the general part, the provisions in this special part take precedence over the provisions in the general part.