General terms and conditions of delivery and payment of the CamoBob webshop.
Registration number K.v.K. Zuid Nederland 20097660
Dékover BV Chaam.
ARTICLE 1: APPLICABILITY
These terms and conditions apply to all offers and to all agreements for the execution of work and/or the sale and purchase of Dékover B.V. established in Chaam, hereinafter referred to as “the user”.
The client or buyer shall be referred to as “the other party” in the following. Terms and conditions to the contrary shall only form part of the agreement concluded between the parties if and insofar as both parties have explicitly agreed to this in writing. The acceptance and retention by the other party, without comment, of an offer or order confirmation, on which reference is made to these terms and conditions, shall be deemed to constitute consent to their application. The possible inapplicability of (part of) a provision of these general terms and conditions does not affect the applicability of the other provisions.
ARTICLE 2: AGREEMENTS
Agreements are only binding by written confirmation from the user. Additions or amendments to the general terms and conditions or otherwise amendments or additions to the agreement shall only become binding after written confirmation by the user.
ARTICLE 3: OFFERS
All offers, quotations, price lists, delivery times, etc. of the user are without obligation, unless they contain a deadline for acceptance. If an offer or quotation contains an offer without obligation and this offer is accepted by the other party, the user has the right to revoke the offer within 2 working days after receipt of the acceptance. Samples, brochures and/or models, etc. shown and provided are only indicative. No rights can be derived from this, unless parties have explicitly agreed otherwise in writing.
A. If between the date of entering into the agreement and the execution of the agreement by the government and/or trade unions changes are made to wages, employment conditions, social insurances and the like, the user shall be entitled to pass on the increases to the other party. Should a new price list be issued by the user and/or suppliers between the aforementioned dates and come into force, the user shall be entitled to charge the other party the prices stated therein. If the other party is a natural person who is not acting in the exercise of a profession or business, price increases may be passed on or charged 3 months after the conclusion of the agreement in the aforementioned sense. In case of price increases within a shorter period than 3 months, the other party is entitled to dissolve the agreement.
ARTICLE 4: INVOLVEMENT OF THIRD PARTIES
The user is authorised to engage third parties for the execution of what has been agreed.
ARTICLE 5: DELIVERY / WORK CARRIED OUT AND DEADLINES
Delivery is not carriage paid, unless the parties have expressly agreed otherwise in writing. Specified periods within which goods must be delivered or work carried out can never be regarded as firm dates, unless expressly agreed otherwise in writing. In the event of late delivery or termination of the work, the user must therefore be given notice of default in writing. In the event of delivery or the performance of work in parts, each delivery or phase shall be regarded as a separate transaction. The risk relating to the delivered goods shall pass to the other party at the time of delivery. If it turns out to be impossible to deliver non-perishable and/or non-durable goods and/or other goods to the other party or to carry out the work to be carried out, due to a cause attributable to the other party, the user reserves the right to store the ordered goods and/or the materials purchased for the execution of the work at the expense and risk of the other party. The user shall inform the other party in writing of the storage carried out and/or the hindrance in the execution of the work to be carried out and shall also set a reasonable term within which the other party must enable the user to resume the work and/or deliver the goods. If the other party continues to fail to fulfil its obligations even after the expiry of the reasonable term set by the user, as stipulated in the previous paragraph of this article, the other party shall be in default by the mere expiry of 1 (one) month, calculated from the date of storage and/or impediment in the execution of the work to be carried out, and the user shall be entitled to dissolve the agreement in writing and with immediate effect, without prior or further notice of default, without judicial intervention and without being obliged to pay damages, costs and interest. Storage of goods as referred to in paragraph 5 of this article is only possible if the goods to be delivered lend themselves for this and do not suffer any loss of quality. The user, as expert, shall decide on this independently and alone. If storage of the goods to be delivered is not possible, the user shall endeavour to sell the goods. If the user does not succeed in selling the goods in question, he reserves the right to destroy the goods. In the event of sale or destruction of the goods as described above, the agreement entered into in this respect shall be deemed to have been dissolved, without prejudice to the user’s right to claim compensation for damage and/or loss of profit. The provisions of this article shall not affect the other party’s obligation to pay the price agreed and/or stipulated and/or owed, as well as any storage costs and/or other costs. Any sales amount received pursuant to paragraph 7 of this article shall be deducted from what the other party owes the user. With regard to the fulfilment of the other party’s financial obligations, the user is entitled to demand advance payment or security from the other party before proceeding to delivery.
ARTICLE 6: PROGRESS, EXECUTION OF WORK
If deliveries or work cannot be carried out normally or without interruption for reasons beyond the user’s control, the user shall be entitled to charge the other party for the resulting costs, including call-out charges. If, during the execution of the agreement, it appears to be impracticable, either as a result of circumstances unknown to the user or as a result of any force majeure whatsoever, the user shall be entitled to demand that the assignment given to him be changed in such a way that the execution of the assignment becomes possible, except when this will never be possible as a result of unknown circumstances or force majeure. In that case, the user is entitled to full reimbursement of the work already carried out or costs incurred by the user. All expenses incurred by the user at the request of the other party shall be fully for the account of the latter, unless expressly agreed otherwise in writing.
ARTICLE 7: TRANSPORT
Shipment of ordered goods shall take place in a manner to be determined by the user, but at the expense and risk of the other party, unless parties have explicitly agreed otherwise in writing. The user is not liable for damage, of whatever nature and form, related to the transport, whether or not the goods have been suffered. The other party must take out adequate insurance against the aforementioned risks. The other party guarantees good accessibility to the place of destination and/or place of unloading and is responsible for the unloading and/or unloading. Unaccepted orders or deliveries shall be stored, sold or destroyed by the user at the expense and risk of the other party, all this in accordance with the provisions of article 5.
ARTICLE 8: PACKAGING
The non-reusable packaging in which goods are delivered shall remain the property of the user and may not be used by the other party for purposes other than those for which they are intended. The user is entitled to charge a deposit for this packaging to the other party. The user is obliged to take back this packaging, provided it is returned carriage paid, at the price charged to the other party, during a period set by the user after the delivery date. If packaging is damaged, incomplete or lost, the other party will be liable for this damage and its right to a refund of the deposit will lapse. If it should prove necessary (at the discretion of the user), packaging will be charged to the other party at cost price and will not be taken back.
ARTICLE 9: COMPLAINTS AND RETURNS
The other party is obliged to inspect non-perishable and/or perishable goods and/or other goods immediately upon receipt. If the other party discovers visible faults, imperfections and/or defects, this must be noted on the waybill or accompanying bill of lading and immediately notified to the user, or the other party must inform the user of this within 24 hours after receipt or termination of the work, followed by an immediate written confirmation to the user. Other complaints must be reported to the user by registered letter within 8 days after receipt of the goods and/or termination of the work. Contrary to the provisions of the previous paragraph of this article, complaints of any nature whatsoever with regard to goods with a limited shelf life must be reported by the other party to the user in writing or by fax within 48 hours after delivery at the latest. If the above-mentioned complaint(s) have not been made known to the user within the periods referred to therein, the goods shall be deemed to have been received in good condition and/or the work to be carried out shall be deemed to have been carried out properly. Ordered goods will be delivered in the wholesale packaging in stock at the user’s premises. Minor deviations in respect of sizes, weights, numbers, colours, etc. stated do not constitute a shortcoming on the part of the user. Complaints do not suspend the payment obligation of the other party. The user must be given the opportunity to investigate the complaint. If for the investigation of the complaint it appears necessary to return the goods, this will only take place at the expense and risk of the user if the latter has given his explicit prior written consent. In all cases the return shall take place in a manner to be determined by the user and in the original packaging or packaging. Returns shall be at the expense and risk of the other party, unless the user declares the complaint well-founded. If, after delivery, the nature and/or composition of the goods have changed, have been wholly or partly processed, damaged or repackaged, any right to complain lapses. In the event of justified complaints, the damage shall be settled by virtue of the provisions of article 10.
ARTICLE 10: LIABILITY
The user performs his task as may be expected of a company in his branch of industry, but accepts no liability whatsoever for damage, including consequential damage, resulting from his acts or omissions in the broadest sense of the word, except in so far as this can be attributed to his gross negligence, gross negligence and/or intent, or if statutory provisions of mandatory law dictate otherwise. The same limitation shall apply to staff members and/or other third parties engaged by the user in the performance of his activities. Without prejudice to the provisions of the other paragraphs of this article, the user’s liability – for whatever reason – shall be limited to the amount of the net price of the goods delivered and/or the work carried out. Compliance with this provision shall be deemed to be the sole and full compensation. Without prejudice to the provisions of the previous paragraph of this article, the user shall never be obliged to pay compensation that exceeds the insured amount, insofar as the damage is covered by insurance taken out by the user. If visible errors, imperfections and/or defects occur in the materials used in the execution of the work or in the delivered goods which must already have been present at the time of delivery, the user undertakes – at his discretion – to repair or replace these goods free of charge. The user guarantees the usual normal quality of the delivered goods. Due to the nature of the goods, the user cannot provide any guarantee. If the user obtains raw materials from third parties for the production of the goods, the user will base the behaviour and properties of these raw materials on the information provided to the user by the producer or supplier of these raw materials. On the basis of the foregoing, the user shall not be liable for damage of any nature whatsoever arising in connection with the processed raw materials.
A. In all cases, the period within which the user can be held liable for compensation of established damage shall be limited to 6 months, calculated from the moment at which the indebtedness of the compensation has been established. If the other party is a natural person who is not acting in the course of a profession or business, a maximum period of 1 (one) year shall apply, calculated from the moment at which the obligation to pay compensation has been established, within which the user can be held liable for compensation of established damage.
The other party loses his rights vis-à-vis the user, is liable for all damage and indemnifies the user against any claim from third parties in respect of compensation for damage if and in so far as:
the aforementioned damage has arisen as a result of inexpert use and/or use contrary to the instructions of the user and/or inexpert storage of the delivered goods by the other party; the aforementioned damage has arisen as a result of errors and/or inaccuracies in data, raw materials, etc. provided and/or prescribed to the user by or on behalf of the other party;
C. the aforementioned damage has occurred because the other party has not acted in accordance with the instructions and/or advice given by the vendor;
D. the aforementioned damage has occurred as a result of the other party itself or a third party, on the instructions of the other party, having carried out operations on the delivered goods or having processed the delivered goods.
ARTICLE 11: PAYMENT
Payment must be made within the due date indicated on the invoice, unless the parties have expressly agreed otherwise in writing. If an invoice has not been paid in full after expiry of the term referred to in paragraph 1:
A. the other party will be charged a credit limitation surcharge of 1% as of that time, without any further notice of default being required;
B. the other party shall owe the user default interest in the amount of 1% per month, to be calculated cumulatively over the principal sum. Parts of a month shall be regarded as full months;
C. the other party shall, after having been summoned to do so by the user, owe a minimum of 15% of the sum of the principal sum and the default interest with an absolute minimum of € 150.00 in respect of extrajudicial costs;
D. the user shall be entitled to charge the other party at least € 20.00 for each payment reminder, demand, etc. sent to the other party in respect of administration costs.
The user shall state this in the agreement and/or on the invoice. At the discretion of the user, in previous or similar circumstances, without further notice of default or judicial intervention, the agreement may be dissolved in whole or in part, whether or not combined with a claim for damages. If the other party has not fulfilled its payment obligations on time, the user shall be entitled to suspend the fulfilment of the obligations entered into towards the other party to deliver or to carry out work until payment has been made or proper security has been provided for this. The same applies even before the moment of being in default if the user reasonably suspects that there are reasons to doubt the other party’s creditworthiness. Payments made by the other party shall always serve to settle all interest and costs owed and subsequently due and payable invoices that have been outstanding the longest, unless the other party explicitly states in writing upon payment that the payment relates to a later invoice.
A. If the other party, for whatever reason, has or will have one or more counterclaims against the user, the other party waives the right of set-off with regard to these claim(s). The aforesaid waiver of the right of setoff also applies if the other party applies for a suspension of payments or is declared bankrupt. The provisions under A of this paragraph do not apply if the other party is a natural person who is not acting in the exercise of a profession or business.
ARTICLE 12: INTELLECTUAL PROPERTY RIGHTS
The user is entitled to industrial and intellectual property rights regarding content and form of drawings, designs, products, descriptions or advice, etc.
The exercise of the rights mentioned in the previous paragraph (including publication or transfer of data) is explicitly and exclusively reserved to the user, both during and after the execution of the assignment. Only after payment of what is owed to the user as a result of an agreement entered into, the other party shall be entitled to a right of use in respect of the foregoing.
ARTICLE 13: RETENTION OF TITLE
The user retains ownership of goods delivered and to be delivered until such time as the other party has fulfilled its payment obligations to the user in connection therewith. These payment obligations consist of the payment of the purchase price, increased by claims relating to work carried out in connection with that delivery, as well as claims relating to possible compensation for failure to fulfil obligations on the part of the other party. In the event that the user invokes the retention of title, the agreement entered into in this respect shall be deemed to have been dissolved, without prejudice to the user’s right to claim compensation for damage, loss of profit and interest. The other party is obliged to immediately inform the user in writing of the fact that third parties are asserting rights on goods which are subject to retention of title pursuant to this article.
ARTICLE 14: PLEDGE/WARRANTAGE
Until the time at which the other party has fully complied with its payment obligations towards the user, the other party shall not be entitled to pledge delivered goods to third parties and/or to establish a non-possessory pledge on them, and/or to place the goods under the actual control of one or more financiers for storage (warrantage), as this will be regarded as attributable non-fulfilment on its part. The user may then immediately, without being obliged to give any notice of default, suspend his obligations under the agreement, or dissolve the agreement, without prejudice to the user’s right to compensation for damage, loss of profit and interest.
ARTICLE 15: FAILLISSEMENT, AVAILABILITY, etc.
Without prejudice to the provisions in the other articles of these terms and conditions, the agreement entered into between the other party and the user shall be dissolved without judicial intervention and without any notice of default being required, at the time at which the other party is declared bankrupt, applies for (provisional) suspension of payments, is subject to attachment by execution, is placed under guardianship or administration or otherwise loses the power of disposition or legal capacity with regard to its assets or parts thereof, unless the guardian or administrator acknowledges the obligations arising from the agreement as estate debt.
ARTICLE 16: FORCE MAJEURE
In the event that fulfilment of what the user has retained pursuant to the agreement concluded with the other party is not possible and this is due to non-attributable non-fulfilment on the part of the user and/or on the part of third parties or suppliers engaged for the performance of the agreement, or in the event that another important reason arises on the part of the user, the user shall be entitled to dissolve the agreement concluded between the parties, or to suspend fulfilment of its obligations vis-à-vis the other party for a reasonable period of time to be determined by the user, without being obliged to pay any compensation. If the aforementioned situation arises when the agreement has been partially executed, the other party shall be obliged to fulfil its obligations towards the user up to that moment. Circumstances of non-attributable non-fulfilment shall include: war, riots, mobilisation, domestic and foreign disturbances, government measures, strikes and lock-outs by workers or the threat of these and similar circumstances; disruption of the exchange rates existing at the time of entering into the agreement; business interruptions due to fire, accident or other occurrences and natural phenomena, regardless of whether the non-fulfilment or non-timely fulfilment takes place at the user, his suppliers or third parties engaged by him for the fulfilment of the obligation. In the event that the other party should fail to fulfil its obligations towards the user promptly in any way, in the event of cessation of payment, application for (provisional) suspension of payments, bankruptcy, attachment under execution, surrender of estate or liquidation of the other party’s company, all that it owes to the user by virtue of any contract shall become immediately due and payable in full.
ARTICLE 17: CANCELLATION AND DISSOLUTION
A. The other party shall waive all rights to dissolve the agreement pursuant to article 6:265 et seq. of the Dutch Civil Code or other statutory provisions, unless cancellation pursuant to this article has been agreed upon.
The provisions under A of this paragraph shall not apply in the event that the other party is a natural person not acting in the course of a profession or business. Cancellation by the other party shall only be possible if the user consents thereto. In that case the other party shall be obliged to the user, in addition to compensation of at least 30% of the purchase price or agreed price, to take delivery of goods already ordered, in that case not worked or processed, against payment of the cost price. The other party shall be liable towards third parties for the consequences of the cancellation and shall indemnify the user in this respect. Amounts already paid by the other party shall not be refunded.
ARTICLE 18: APPLICABLE LAW/COMPETENT COURT
The agreement concluded between the user and the other party is exclusively governed by Dutch law. Disputes arising from this agreement shall also be settled under Dutch law. Any disputes shall be settled by the competent Dutch court, although the user shall be entitled to bring a case before the competent court in the place where the user has its registered office, unless the subdistrict court is competent in the matter. In case the other party is a natural person not acting in the exercise of a profession or business, within 1 (one) month after the user has made it known to the other party that the matter will be brought before the court, the other party can make it known that he chooses to settle the dispute by the legally competent court. With regard to disputes arising from the agreement concluded with another party established outside the Netherlands, the user shall be entitled to act in accordance with the provisions of paragraph 2 of this article or – at its discretion – to bring the disputes before the competent court in the country or state where the other party is established.
ARTICLE 19: Right of withdrawal on delivery of products.
When purchasing products, the consumer has the option of dissolving the contract without giving reasons for a period of 14 days. This period commences on the day after receipt of the product by or on behalf of the consumer. During this period, the consumer will handle the product and 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 product with all delivered accessories and – if reasonably possible – in its original condition and packaging to the entrepreneur carriage paid, in accordance with the reasonable and clear instructions provided by the entrepreneur.