Article 1 – Definitions
- Your Personal Organizer, established in Berkel en Rodenrijs, KvK number 82806012, is in these general conditions referred to as seller.
- The other party of the seller is referred to in these general terms and conditions as buyer.
- The parties are the seller and the buyer together.
- Agreement means the purchase agreement between the parties.
Article 2 – Applicability of general terms and conditions
- These terms and conditions shall apply to all quotations, offers, agreements and deliveries of services or goods by or on behalf of Seller.
- Deviation from these terms and conditions is only possible if expressly agreed in writing by the parties.
Article 3 – Payment
- The full purchase price is always paid immediately in the web shop, with the exception of payment in arrears. For reservations in some cases a down payment is expected. In that case, the buyer will receive proof of the reservation and prepayment.
- If buyer does not pay on time, he is in default. If buyer remains in default, seller is entitled to suspend the obligations until buyer has fulfilled his payment obligation.
- If buyer remains in default, seller will proceed to collection. The costs related to such collection shall be borne by the buyer. These collection costs shall be calculated on the basis of the Compensation for Extrajudicial Collection Costs Decree.
- In the event of liquidation, bankruptcy, attachment or suspension of payment of the buyer, the seller’s claims against the buyer shall be immediately due and payable.
- Should purchaser refuse to cooperate in the execution of the order by vendor, he shall still be obliged to pay the agreed price to vendor.
Article 5 – Offers, quotations and price
- Offers are without obligation, unless the offer states a period for acceptance. If the offer is not accepted within that period, the offer shall lapse.
- Delivery times in offers are indicative and if exceeded do not entitle the buyer to dissolution or damages, unless the parties have expressly agreed otherwise in writing.
- Offers and quotations do not automatically apply to repeat orders. The parties must agree explicitly and in writing.
- The price mentioned on offers, quotations and invoices shall consist of the purchase price including the VAT and any other government levies due.
Article 6 – Right of withdrawal
- After receiving the order, the consumer is entitled to dissolve the agreement within 14 days without giving reasons (right of withdrawal). The period starts from the moment the (entire) order is received by the consumer. After registering your return, you have another 14 days to return (part of) your order.
- The right of withdrawal cannot be claimed when the products are custom made to his specifications, or have only a short shelf life.
- The consumer can use a seller’s withdrawal form, but it is not mandatory.
- During the withdrawal period, the consumer will handle the product and its packaging with care. He shall 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 7 – Amendments to the agreement
- If during the execution of the agreement it appears that for a proper execution of the assignment it is necessary to change or supplement the work to be done, the parties shall adapt the agreement accordingly in a timely manner and in mutual consultation.
- If the parties agree that the agreement is amended or supplemented, the time of completion of the execution may be affected as a result. The Seller shall inform the Buyer of this as soon as possible.
- If the amendment or supplement to the Agreement has financial and/or qualitative consequences, the Seller shall inform the Buyer thereof in writing in advance.
- If the parties have agreed on a fixed price, the Seller shall indicate the extent to which the change or supplement to the Agreement will result in an overrun of this price.
- Notwithstanding the provisions of paragraph 3 of this article, vendor shall not be able to charge additional costs if the change or supplement is the result of circumstances attributable to vendor.
Article 8 – Delivery and transfer of risk
- As soon as the purchased item is received by purchaser, the risk passes from vendor to purchaser.
Article 9 – Examination and complaints
- Buyer is obliged to examine the delivered goods, or have them examined, at the time of delivery or transfer, but in any event within as short a period as possible. In doing so, purchaser should examine whether the quality and quantity of the delivered goods correspond with what the parties have agreed, or at least whether the quality and quantity meet the requirements applicable to them in normal (commercial) dealings.
- Complaints regarding damage, shortages or loss of delivered goods must be submitted to the seller in writing within 10 working days of the day of delivery of the goods by the buyer.
- If the complaint is declared well-founded within the stipulated period, the seller has the right to either repair, redeliver or abandon delivery and send the buyer a credit note for that part of the purchase price.
- Minor and/or industry-standard deviations and differences in quality, number, size or finish cannot be held against the seller.
- Complaints regarding a certain product do not affect other products or parts belonging to the same agreement.
- No complaints will be accepted after the goods have been processed at buyer’s premises.
Article 10 – Delivery
- Delivery takes place ‘ex factory/shop/warehouse’. This means that all costs are for buyer.
- Purchaser shall be obliged to accept the goods at the moment that vendor delivers them to him or has them delivered, or at the moment at which these goods are made available to him in accordance with the agreement.
- If the Buyer refuses to take delivery or fails to provide information or instructions necessary for delivery, the Seller shall be entitled to store the goods at the Buyer’s expense and risk.
- If the goods are delivered, the Seller shall be entitled to charge any delivery costs.
- If the Seller requires information from the Buyer for the execution of the Agreement, the delivery period shall commence after the Buyer has made this information available to the Seller.
- A delivery period stated by the Seller is indicative. It is never a deadline. If the term is exceeded, the buyer must give the seller written notice of default.
- The seller is entitled to deliver the goods in parts, unless the parties have agreed otherwise in writing or the partial delivery has no independent value. Vendor is entitled to invoice these partial deliveries separately.
Article 11 – Force majeure
- If vendor is unable to comply, is unable to comply on time or is unable to comply properly with its obligations under the agreement due to force majeure, it shall not be liable for any loss suffered by purchaser.
- By force majeure the parties mean in any case every circumstance which vendor could not take 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 required by purchaser, such as illness, war or threat of war, civil war and riots, acts of war, sabotage, terrorism, energy failure, flooding, earthquake, fire, occupation of premises, strikes, lock-outs, altered government measures, transport difficulties, and other disruptions in vendor’s business.
- Furthermore, the parties understand force majeure to mean the circumstance that supplying companies on which the seller depends for the execution of the agreement do not comply with their contractual obligations towards the seller, unless the seller can be blamed for this.
- If a situation as referred to above arises as a result of which the Seller cannot fulfill its obligations to the Buyer, those obligations shall be suspended for as long as the Seller cannot fulfill its obligations. If the situation referred to in the previous sentence has lasted for 30 calendar days, the parties shall be entitled to dissolve the agreement in writing in whole or in part.
- 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 by registered letter.
Article 12 – Transfer of rights
- Rights of a party from this agreement cannot be transferred without the prior written consent of the other party. This provision is considered a clause with property law effect as referred to in article 3:83, second paragraph, Civil Code.
Article 13 – Retention of title and lien
- The goods and parts delivered to vendor shall remain the property of vendor until purchaser has paid the entire agreed price. Until that time, vendor may invoke its retention of title and repossess the goods.
- If the agreed amounts to be paid in advance are not paid or not paid on time, the seller shall be entitled to suspend the work until the agreed part has been paid. There is then a question of creditor default. Late delivery cannot be held against the seller in such a case.
- The seller is not authorized to pledge or otherwise encumber the goods subject to its retention of title.
- 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 and against theft and to make the policy available for inspection on first request.
- If goods have not yet been delivered but the agreed advance payment or price has not been paid as agreed, the seller shall have the right of retention. The goods will then not be delivered until the buyer has paid in full and in accordance with the agreement.
- In the event of buyer’s liquidation, insolvency or suspension of payment, buyer’s obligations shall become immediately due and payable.
Article 14 – Liability
- Any liability for damage arising from or related to the execution of an agreement shall always be limited to the amount paid out in the case in question by the liability insurance(s) taken out. This amount will be increased by the amount of the excess according to the relevant policy.
- Not excluded is vendor’s liability for damage resulting from intent or deliberate recklessness on the part of vendor or its executive employees.
Article 15 – Obligation to complain
- Buyer is obliged to report complaints about the work performed immediately to vendor. The complaint shall contain as detailed a description as possible of the shortcoming, so that vendor is able to respond adequately.
- If a complaint is justified, vendor is obliged to repair and possibly replace the good.
Article 16 – Guarantees
- If guarantees are included in the agreement, the following shall apply. Vendor guarantees that the goods sold comply with the agreement, that they will function without defects and that they are suitable for the use that purchaser intends to make of them. This warranty applies for a period of two calendar years after receipt of the sold item by buyer.
- The guarantee referred to is intended to create an allocation of risks between the Seller and the Buyer such that the consequences of a breach of guarantee will always be entirely for the Seller’s account and risk and that the Seller can never invoke Section 6:75 of the Dutch Civil Code in respect of a breach of guarantee. The provisions of the previous sentence also apply if the Buyer was aware or could have been aware of the breach by conducting an investigation.
- The said guarantee does not apply when the defect has arisen as a result of injudicious or improper use or when – without permission – the buyer or third parties have made changes or attempted to make changes or have used the purchased item for purposes for which it is not intended.
- If the guarantee provided by the Seller relates to an item manufactured by a third party, the guarantee is limited to the guarantee provided by that manufacturer.
Article 17 – Intellectual property
- Your Personal Organizer retains all intellectual property rights (including copyright, patent rights, trademark rights, drawings and models, etc.) to all products, designs, drawings, writings, carriers with data or other information, offers, images, sketches, models, models, etc., unless parties have agreed otherwise in writing.
- The client may not copy, show and/or make available to third parties or use in any other way said intellectual property rights without prior written consent of Your Personal Organizer.
Article 18 – Amendment of general conditions
- Your Personal Organizer is authorized to amend or supplement these general conditions.
- Changes of minor importance may be made at any time.
- Your Personal Organizer shall as far as possible discuss major changes of content with the client in advance.
- Consumers are entitled to cancel the agreement in case of a substantial change in the general conditions.
Article 19 – Applicable law and competent court
- Each agreement between parties is exclusively governed by Dutch law.
- The Dutch court in the district where Your Personal Organizer is located has exclusive jurisdiction over possible disputes between parties, unless otherwise required by mandatory law.
- The applicability of the Vienna Sales Convention is excluded.
- If in legal proceedings one or more provisions of these general conditions are deemed unreasonably onerous, the other provisions shall remain in full force.