General terms and conditions SOLID BRUSH BV
Article 1 – Definitions
Solid Brush BV, established in Amsterdam, Chamber of Commerce number 84540753, is in these general terms and conditions referred to as seller.
The other party to the contract of vendor shall be referred to in these general terms and conditions as purchaser.
The parties are the Seller and the Buyer together.
The agreement is understood to mean the purchase agreement between the parties.
Clause 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 vendor.
Deviation from these terms and conditions is only possible if this has been explicitly agreed in writing by the parties.
Article 3 – Payment
The full purchase price is always paid directly in the webshop. For reservations, in some cases a deposit is expected. In that case the buyer will receive a proof of the reservation and the advance payment.
If the buyer does not pay on time, he is in default. If the purchaser remains in default, the seller is entitled to suspend the obligations until the purchaser has met his payment obligation.
If the Buyer remains in default, the Seller shall proceed to collect the debt. The costs related to such collection shall be borne by the Purchaser. These collection costs will be calculated on the basis of the Decree on compensation for extrajudicial collection costs (Besluit vergoeding voor buitengerechtelijke incassokosten).
In case of liquidation, bankruptcy, attachment or suspension of payment of the buyer, the claims of Seller on the buyer are immediately due and payable.
If purchaser refuses to cooperate with the execution of the order by vendor, he is still obliged to pay the agreed price to vendor.
Clause 4 – 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 expires.
Delivery times in offers are indicative and, if exceeded, do not entitle the buyer to dissolution or damages, unless the parties have explicitly agreed otherwise in writing.
Offers and quotations do not apply automatically to repeat orders. The parties must agree to this explicitly and in writing.
The price mentioned in offers, quotations and invoices consists of the purchase price including the VAT due and any other government levies.
Article 5 – Right of withdrawal
After receiving the order, the consumer has the right to dissolve the agreement within 14 days without giving reasons (right of withdrawal). The period starts from the moment the (complete) order is received by the consumer.
There is no right of withdrawal if the products are custom-made according to his specifications or have only a short shelf life.
The consumer can use a withdrawal form from the seller. The seller is obliged to make this available to the buyer immediately after the buyer’s request.
During the cooling-off period the consumer will treat the product and its packaging with care. He will only unpack or use the product to the extent necessary to judge whether he wishes to keep the product. If he uses his right of withdrawal, he will return the unused and undamaged product with all accessories supplied and – if reasonably possible – in the original shipping packaging to the seller, in accordance with the reasonable and clear instructions provided by the entrepreneur.
Article 6 – Modification of 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, parties shall adapt the agreement accordingly in a timely manner and in mutual consultation.
If the parties agree that the agreement will be amended or supplemented, this may affect the time of completion of the execution. The Seller shall inform the Buyer of this as soon as possible.
If the change or supplement to the agreement has financial and/or qualitative consequences, Seller shall inform Buyer thereof in writing in advance.
If the parties have agreed a fixed price, the Seller shall also indicate the extent to which the amendment or supplement to the Agreement will result in an increase in that price.
Contrary to the provisions of the third paragraph of this article, vendor cannot charge additional costs if the change or supplement is the result of circumstances for which he can be held accountable.
Clause 7 – Completion and transfer of risk
As soon as purchaser has taken delivery of the purchased item, the risk shall pass from vendor to purchaser.
Clause 8 – Examination and complaints
Purchaser is obliged to examine (or have examined) the delivered goods at the moment of delivery (handing over), but in any case within as short a period as possible. In doing so, purchaser shall examine whether the quality and quantity of the goods delivered corresponds to what the parties have agreed, or at least whether the quality and quantity meet the requirements applicable to such goods in normal (business) transactions.
Complaints relating to damage, shortages or loss of goods delivered must be submitted in writing to the Seller by the Buyer within 10 working days of the date of delivery of the goods.
If the complaint is declared well-founded within the prescribed period, the Seller will be entitled either to repair or redeliver, or to cancel the delivery and send the Buyer a credit note for that part of the purchase price.
The Seller cannot be held responsible for minor deviations and/or deviations customary in the industry and differences in quality, number, size or finish.
Complaints with regard to a certain product will not affect other products or parts belonging to the same agreement.
After processing of the goods at buyer’s premises, no complaints will be accepted.
Article 9 – Samples and models
If a sample or model has been shown or provided to purchaser, it is assumed to have been provided only as an indication, without the goods to be delivered having to correspond to it. This shall not apply if the parties have expressly agreed that the good to be delivered shall correspond to it.
In the case of contracts relating to immovable property, mention of the surface area or other measurements and indications shall also be presumed to have been intended only as an indication, without the good to be delivered having to correspond to it.
Article 10 – Delivery
Delivery shall take place ‘ex works/store/warehouse’. This means that all costs are for buyer.
Purchaser is 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 Purchaser 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 Purchaser’s expense and risk.
If the goods are delivered, Seller shall be entitled to charge any delivery costs.
If Seller requires information from Buyer for the execution of the Agreement, the delivery period shall commence after Buyer has made such information available to Seller.
A delivery period given by Seller is indicative. It is never a deadline. If the term is exceeded the buyer must give the seller written notice of default.
Seller is entitled to deliver the goods in parts, unless parties have agreed otherwise in writing or partial delivery has no independent value. In the event of delivery in parts vendor is entitled to invoice these parts separately.
Article 11 – Force majeure
If the Seller is unable to fulfil its obligations under the Agreement, or is unable to do so on time or properly, due to force majeure, it shall not be liable for any loss suffered by the Buyer.
The parties shall in any case understand force majeure to mean any circumstance which the vendor could not take into account at the time of concluding the contract and as a result of which the normal performance of the contract cannot reasonably be required by the buyer, such as illness, war or threat of war, civil war and riots, acts of war, sabotage, terrorism, energy failure, flooding, earthquake, fire, sit-down strikes, workers’ exclusion, amended government measures, transport difficulties, and other disruptions in the vendor’s business.
The parties also understand force majeure to mean the circumstance that suppliers on whom the seller depends for the execution of the agreement do not fulfil their contractual obligations towards the seller, unless this is attributable to the seller.
If a situation as referred to above arises as a result of which vendor is unable to meet its obligations vis-à-vis purchaser, these obligations shall be suspended for as long as vendor is unable to meet its obligations. If the situation referred to in the previous sentence has lasted 30 calendar days, the parties shall be entitled to dissolve the contract in whole or in part in writing.
If the force majeure continues for more than three months, the buyer will be entitled to dissolve the agreement with immediate effect. Dissolution can only be done by registered letter.
Article 12 – Transfer of rights
Rights of a party under this agreement cannot be transferred without the prior written consent of the other party. This provision is considered a clause with effect under property law as referred to in article 3:83, paragraph 2, of the Civil Code.
Clause 13 – Retention of title and right of retention
The goods present at vendor’s premises and the goods and parts supplied shall remain the property of vendor until purchaser has paid the agreed price in full. Until that time vendor may invoke his retention of title and take back the goods.
If the agreed amounts to be paid in advance are not paid or not paid on time, the Seller is entitled to suspend the work until the agreed part is paid. This shall be regarded as default on the part of the creditor. Delayed delivery cannot in that case be held against the Seller.
The Seller shall not be entitled to pledge or otherwise encumber 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 as well as against theft and to make the policy available for inspection on demand.
If goods have not yet been delivered, but the agreed advance payment or price has not been paid as agreed, the Seller has the right of retention. The item will then not be delivered until the Buyer has paid in full and in accordance with the agreement.
In case of liquidation, insolvency or suspension of payment of purchaser the obligations of purchaser are 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 policy or policies taken out. This amount shall be increased by the amount of the excess under the policy concerned.
Vendor’s liability for damage resulting from intent or deliberate recklessness on the part of Vendor or his senior subordinates is not excluded.
Article 15 – Duty to complain
Purchaser is obliged to report complaints about the work performed immediately to vendor. The complaint must contain as detailed a description as possible of the shortcoming, so that vendor is able to respond adequately.
If a complaint is well-founded, vendor is obliged to repair and possibly replace the goods.
Article 16 – Guarantees
If warranties are included in the agreement, the following applies. The Seller warrants that the goods sold are in conformity with the contract, that they will function without defects and that they are suitable for the use which the Purchaser intends to make of them. This warranty is valid for a period of two calendar years after receipt of the sold items by purchaser.
The aforementioned warranty is intended to create a risk distribution between the Seller and the Buyer such that the consequences of a breach of a warranty will always be entirely at the Seller’s expense and risk and that the Seller can never invoke Section 6:75 of the Dutch Civil Code in respect of a breach of a warranty. 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 warranty shall not apply if the defect is the result of injudicious or improper use or if – without permission – the Buyer or third parties have made changes or tried to make changes or have used the purchased item for purposes for which it is not intended.
If the guarantee provided by vendor concerns a good produced by a third party, the guarantee is limited to the guarantee provided by that producer.
Article 17 – Intellectual property
Solid Brush BV retains all intellectual property rights (including copyright, patent right, trademark right, drawings and models right, etc.) on all products, designs, drawings, writings, carriers with data or other information, offers, images, sketches, models, etc., unless parties have agreed otherwise in writing.
The customer is not allowed to copy, show and/or make available to third parties or use in any other way said intellectual property rights without prior written consent of Solid Brush BV.
Article 18 – Amendment of general terms and conditions
Solid Brush BV is entitled to amend or supplement these general terms and conditions.
Changes of minor importance may be made at any time.
Solid Brush BV will discuss major substantive changes with the customer as much as possible in advance.
Consumers are entitled to terminate the agreement in the event of a substantial change to the general terms and conditions.
Article 19 – Applicable law and competent court
Every agreement between the parties is exclusively governed by Dutch law.
The Dutch judge in the district where Solid Brush BV has its registered office has exclusive jurisdiction to hear any disputes between parties, unless the law imperatively dictates otherwise.
The applicability of the Vienna Sales Convention is excluded.
If in a legal procedure one or more provisions of these general terms and conditions are considered unreasonably onerous, the other provisions will remain in full force.