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Article 1. General
- These terms and conditions apply to every offer, quotation, order, and agreement between the seller, hereinafter referred to as “Hortifit,” and the buyer and customer to whom Hortifit has declared these conditions to be applicable, unless explicitly and in writing deviated from by the parties.
- If one or more provisions in these general terms and conditions are or become void or are annulled in whole or in part at any time, the remaining provisions in these general terms and conditions will remain fully applicable. The Seller and the Buyer shall then consult with each other to agree on new provisions to replace the void or annulled provisions, while taking into account the purpose and scope of the original provisions as much as possible.
- If a situation arises between the parties that is not regulated in these general terms and conditions, that situation shall be assessed in accordance with the spirit of these general terms and conditions.
- If the Seller does not always insist on strict compliance with these conditions, this does not mean that the provisions thereof are not applicable or that Hortifit would lose the right to demand strict compliance with the provisions of these conditions in other cases.
Article 2. Quotations and Offers
- All quotations and offers from the Seller are non-binding unless the quotation specifies a period for acceptance.
- The Seller cannot be held to its quotations or offers if the Buyer can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or clerical error.
- The prices stated in a quotation or offer are in Euros and exclude VAT, transportation costs, import and export costs, and insurance costs unless otherwise indicated.
- If the acceptance (whether or not on minor points) deviates from the offer included in the quotation or offer, the Seller shall not be bound by it. The agreement will not be concluded in accordance with this deviating acceptance unless Hortifit indicates otherwise.
Article 3. Delivery times, Execution, and Amendment of Agreement
- Delivery takes place at the Seller’s premises. The Buyer is obliged to accept the goods at the moment they are made available to him. If the Buyer refuses to accept or is negligent in providing information or instructions necessary for the delivery, the Seller is entitled to store the goods at the expense and risk of the Buyer.
- If the Buyer fails to fulfill its obligations towards the Seller properly, the Buyer shall be liable for all damages (including costs) incurred by the Seller directly or indirectly as a result of such failure.
Article 5. Force Majeure
- Force majeure refers to circumstances beyond the control of the party and not attributable to its fault, and not governed by law, which initially prevent the party from fulfilling its obligations.
- Force majeure, as referred to in these general terms and conditions, is understood to include all external causes, foreseen or unforeseen, over which the party has no influence and which prevent the party from fulfilling its obligations. This includes, but is not limited to, strikes in the business of third-party sellers.
- In the event of force majeure on the part of the Buyer, its obligations shall be suspended. If the force majeure persists for more than 2 months, both the Buyer and the Seller have the right to terminate the agreement in relation to the non-performable part.
Article 6. Payment and Collection Costs
- Payment shall be made in the following manners:
- Cash upon delivery.
- If agreed, a payment term of 14 days from the invoice date applies.
- Via iDEAL (an online payment system widely used in the Netherlands).
- If the Buyer fails to make timely payment of an invoice, the Buyer shall be in default by operation of law. The Buyer shall then owe interest of 1% per month, unless the statutory interest is higher, in which case the statutory interest shall be owed. The interest on the amount due shall be calculated from the moment the Buyer is in default until the moment of full payment of the outstanding amount.
- The Seller has the right to allocate the payments made by the Buyer, first to costs, then to accrued interest, and finally to the principal sum and ongoing interest.
- The Buyer is not entitled to offset any amounts owed to the Seller.
- Objections to the amount stated on an invoice do not suspend the payment obligation. The Buyer, who is not entitled to invoke Section 6.5.3 (Articles 231 to 247 Book 6 of the Dutch Civil Code), is also not entitled to suspend payment of an invoice for any other reason.
- If the Buyer is in default or fails to fulfill its obligations in a timely manner, all reasonable costs incurred to obtain payment out of court shall be borne by the Buyer. The extrajudicial costs shall be calculated based on what is customary in the Dutch debt collection practice, currently using the calculation method according to the Report Voorwerk II. However, if the Seller has incurred higher collection costs that were reasonably necessary, the actually incurred costs may be eligible for reimbursement. Any incurred judicial and execution costs shall also be recovered from the Buyer.
Article 7. Retention of Title
- All goods delivered by the Seller under the agreement shall remain the property of the Seller until the Buyer has duly fulfilled all obligations arising from the agreement(s) concluded with the Seller.
- Goods delivered by the Seller that fall under the retention of title as described in clause 1 may not be resold or used as a means of payment. The Buyer is not authorized to pledge or encumber the goods falling under the retention of title in any other way.
- The Buyer shall always take all reasonable measures to secure the Seller’s ownership rights.
- If third parties seize the goods delivered under retention of title or intend to establish or assert rights over them, the Buyer is obliged to immediately notify the Seller thereof.
- The Buyer is obligated to insure and keep insured the goods delivered under retention of title against fire, explosion, water damage, theft, and to provide the Seller with the policy of this insurance for inspection upon first request. In the event of any insurance payout, the Seller is entitled to receive such amounts. To the extent necessary, the Buyer undertakes in advance to cooperate with all actions required or desirable in that context, as may (become) apparent.
- In the event that the Seller wishes to exercise its ownership rights as referred to in this article, the Buyer hereby gives unconditional and irrevocable permission in advance to the Seller and any designated third parties to enter all places where the Seller’s properties are located and to repossess those goods.
Article 8. Warranties, Inspection, Complaints, and Limitation Period
- The Buyer is obliged to (have) inspect the delivered goods immediately upon receipt. The Buyer should examine whether the quality and/or quantity of the delivered goods correspond to what has been agreed upon and meet the requirements agreed upon by the parties. Any visible defects must be reported to the Seller on the same day. Any non-visible defects must be reported to the Seller immediately but no later than fourteen days after their discovery. The complaint must contain a detailed description of the defect so that the Seller can respond adequately. The Buyer must allow the Seller to (have) investigate the complaint.
- If the Buyer submits a complaint in a timely manner, it does not suspend their payment obligation. The Buyer is also obliged to accept and pay for the other ordered goods in such cases.
- If a defect is reported at a later stage, the Seller will decide whether the Buyer is entitled to repair, replacement, or compensation.
- If it is established that a delivered item is defective and a timely complaint has been made, the Seller will, within a reasonable period of time after receiving the returned item or, if return is not reasonably possible, after written notification of the defect by the Buyer, at the Seller’s discretion, either replace the defective item or repair it or provide a replacement compensation to the Buyer. In the case of replacement, the Buyer is obliged to return the replaced item to the Seller and transfer ownership thereof to the Seller, unless otherwise indicated by the Seller.
Article 9. Liability
- Loading and transportation are at the Seller’s risk.
- The Seller’s liability under the agreement with the Buyer is in all circumstances limited to the invoice amount of the agreement, excluding VAT.
- The Seller is not liable for any damage suffered or to be suffered by the Buyer or third parties unless the damage suffered by the Buyer is a result of intent or gross negligence on the part of the Seller.
- Unless otherwise agreed, the risk of the goods passes to the Buyer upon delivery.
- The Seller is never obliged to compensate for any business-related damages caused by any cause whatsoever.
- The Seller is not liable for indirect damages, including consequential damages, loss of profits, savings, and damages due to business interruption.
Article 10. Transfer of Risk
- The risk of loss, damage, or depreciation passes to the Buyer at the moment the goods come into the Buyer’s possession.
Article 11. Quality
- The Buyer hereby undertakes not to make any additions or alterations to the product.
- The Buyer is obliged to store the product at the storage temperature indicated by the Seller.
Article 12. Intellectual Property
- The Seller retains the rights and powers granted to them under the Copyright Act and other intellectual property laws and regulations. The Seller has the right to use the knowledge gained through the execution of an agreement for other purposes, provided that no strictly confidential information of the Buyer is disclosed to third parties.
Article 13. Applicable Law and Disputes
- All legal relationships in which the Seller is a party are exclusively governed by Dutch law, even if performance takes place wholly or partially abroad or if one of the parties involved has their domicile there. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
- The court in the Seller’s place of establishment has exclusive jurisdiction to hear any disputes, unless the law prescribes otherwise. Nevertheless, the Seller has the right to submit the dispute to the competent court according to the law.
- Parties shall only resort to the courts after they have made every effort to settle a dispute through mutual consultation.
Article 14. Complaints and Returns
- If the delivered goods do not conform to the Agreement, the Buyer must inform Hortifit.eu immediately, but no later than 14 working days after delivery, by email and with a motivated notice of return, without stating a reason. When returning the goods, the product must not have been used and must be undamaged in its original packaging. Only the costs of returning the goods from the Buyer to the Seller are the Buyer’s responsibility.
- In the event of a failure by the Buyer to fulfill the information obligation, any claims against Hortifit.eu regarding defects in the delivered goods and/or inaccuracies in the invoice shall be void. After reporting the complaint as described above, the Buyer will follow Hortifit.eu’s instructions. If the Buyer does not receive delivery in accordance with the Agreement, the Buyer is entitled to return the relevant goods to Hortifit.eu. The costs of such return shipment shall be borne by the Buyer. The Buyer is obliged to properly package the goods to be returned. With the return shipment, the Buyer must provide written notification of the nature of the complaints. After receiving the returned goods, Hortifit.eu will fulfill the Agreement correctly and promptly, subject to the possibility of performance within Hortifit.eu’s sphere of risk. If performance is no longer possible, Hortifit.eu will refund the payment made by the Buyer, subject to any damage to the returned goods. Special orders and complete tents cannot be returned.
- If we refund an amount to you in connection with the revocation or return of a product, we will refund it using the same payment method that you used for the original transaction.
Artikel 15. Location and Amendment of Terms
- These terms and conditions have been filed with the Chamber of Commerce in Groningen.
- The latest deposited version or the version that was in effect at the time of the establishment of the legal relationship with the Seller shall always apply.
- The Dutch text of the general terms and conditions shall always prevail for the interpretation thereof.