Article 1 - Definitions
- Crystal Colloidals B.V., having its registered office in Roermond, the Netherlands, registration number 68250436, will be referred to in these General Terms and Conditions as the seller.
- The other party to the agreement of the Seller shall be referred to in these General Terms and Conditions as the Buyer.
- The parties are the seller and the buyer together.
- The agreement means the contract of sale between the parties.
Article 2 - Applicability of General Terms and Conditions
- These conditions apply to all quotations, offers, agreements and deliveries of services or goods by or on behalf of the Seller.
- Deviations from these terms and conditions are 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. In some cases, a deposit is expected for reservations. In this case, the buyer will receive proof of the reservation and the advance payment.
- If the Buyer does not pay on time, he shall be in default. If the Buyer remains in default, the Seller shall be entitled to suspend its obligations until the Buyer has fulfilled its payment obligation.
- If the purchaser remains in default, the seller shall proceed to collect the amounts owed. The costs related to such collection shall be borne by the purchaser. These collection costs are calculated on the basis of the Decree on compensation for extrajudicial collection costs (Besluit vergoeding voor buitengerechtelijke incassokosten).
- In the event of liquidation, bankruptcy, attachment or suspension of payment of the Buyer, the Seller's claims against the Buyer shall become immediately due and payable.
- If the purchaser refuses to cooperate with the seller in carrying out the order, he shall still be obliged to pay the agreed price to the seller.
Article 4 - Offers, quotations and price
- Offers are without obligation, unless a period for acceptance is specified in the offer. 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 automatically apply to repeat orders. The parties must agree to this explicitly and in writing.
- The price stated on offers, quotations and invoices shall consist 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 shall start from the moment the (complete) order is received by the consumer.
- The consumer may use a withdrawal form provided by the seller. The seller is obliged to make this available to the purchaser immediately after the purchaser's request.
- 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 judge whether he wishes to keep the product. If he exercises 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. The return will not be accepted if the seal on the bottle(s) or packaging has been broken. The costs of returning the product will be borne by the purchaser.
Article 6 - Amendment 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 activities to be performed, the parties shall adapt the agreement accordingly in good time and in mutual consultation.
- If the parties agree that the agreement is to be amended or supplemented, this may influence the time of completion of the execution. The seller shall inform the purchaser of this as soon as possible.
- If the amendment of or addition 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 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, the Seller cannot charge additional costs if the change or supplement is the result of circumstances that can be attributed to him.
Article 7 - Completion and transfer of risk
- As soon as the purchased goods are received by the buyer, the risk passes from the seller to the buyer.
Article 8 - Investigations and complaints
- The purchaser shall be obliged to inspect the goods delivered or have them inspected at the time of delivery or transfer, but in any case within as short a period as possible. In doing so, the purchaser must examine whether the quality and quantity of what is delivered corresponds to what the parties have agreed, or at least whether the quality and quantity comply with the requirements applicable to them in normal (commercial) dealings.
- Complaints concerning damage, shortages or loss of delivered goods must be submitted in writing to the seller within 10 working days after the day of delivery of the goods by the buyer.
- If the complaint is declared well-founded within the set period, the Seller is entitled either to repair or redeliver, or to forego 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, quantity, size or finish cannot be held against the Seller.
- Complaints concerning a particular product do not affect other products or parts of the same agreement.
- No complaints will be accepted after the goods have been processed by the purchaser.
Article 9 - Samples and models
- If a sample or model has been shown or provided to the purchaser, it is assumed to have been provided only as an indication, without the item to be delivered having to correspond to it. This shall not be the case if the parties have explicitly agreed that the good to be delivered shall correspond to it.
- In contracts relating to immovable property, the indication of surface area or other measurements and indications shall also be presumed to be intended merely as an indication, without the property to be supplied having to correspond to it.
Article 10 - Delivery
- Delivery is "ex works/store/warehouse". This means that all costs are for the buyer.
- The Buyer shall be obliged to accept the goods at the time that the Seller delivers them or has them delivered to him, or at the time that 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 the delivery, the seller shall be entitled to store the goods at the purchaser'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 performance of the Agreement, the delivery period shall commence after the Buyer has made this information available to the Seller.
- A delivery period given 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 shall be entitled to deliver the goods in parts, unless the parties have agreed otherwise in writing or if the partial delivery has no independent value. In the event of delivery in parts, the Seller shall be 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 damage suffered by the Buyer.
- Force majeure shall in any case be understood to mean any circumstance which the Seller could not take into account at the time of concluding the Agreement and as a result of which the normal performance of the Agreement 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 Seller's business.
- Furthermore, the parties shall 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 the Seller is unable to meet its obligations towards the Buyer, those obligations shall be suspended for as long as the Seller 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 agreement in writing in full or in part.
- If the force majeure lasts longer than three months, the buyer is entitled to dissolve the contract 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 shall be deemed to be a clause having effect under property law as referred to in Section 3:83(2) of the Dutch Civil Code.
Article 13 - Retention of title and right of retention
- The goods present at the Seller's premises and delivered goods and parts shall remain the property of the Seller until the Buyer has paid the entire agreed price. Until that time, the Seller may invoke its 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 shall be entitled to suspend work until the agreed part is paid. This shall be regarded as default on the part of the creditor. In that case, late delivery cannot be held against the Seller.
- The Seller is not authorised to pledge or otherwise encumber the goods falling under 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 made in accordance with the agreement, the Seller has the right of retention. The goods shall then not be delivered until the Buyer has paid in full and in accordance with the agreement.
- In the event of purchaser's liquidation, insolvency or suspension of payment, the purchaser'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 relevant case by the liability insurance policy or policies taken out. This amount shall be increased by the amount of the excess under the relevant policy.
- The Seller's liability for damage resulting from intent or deliberate recklessness on the part of the Seller or its executive employees is not excluded.
Article 15 - Duty to complain
- Buyer is obliged to immediately report complaints about the work performed to Seller. The complaint shall contain as detailed a description as possible of the shortcoming, so that the Seller is able to respond adequately.
- If a complaint is justified, the Seller 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 Buyer intends to make of them. This guarantee applies for a period of two calendar years after receipt of the goods sold by the buyer.
- The aforementioned guarantee is intended to create a risk distribution between the Seller and the Buyer such that the consequences of a breach of a guarantee are always fully at the expense and risk of the Seller and that the Seller can never invoke Section 6:75 of the Dutch Civil Code with regard to a breach of a 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 aforementioned guarantee does not apply if the defect has arisen as a 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 the Seller relates to a good produced by a third party, the guarantee is limited to the guarantee provided by that producer.
Article 17 - Intellectual property
- Crystal Colloidals B.V. will retain all intellectual property rights (including copyright, patent rights, trademark rights, drawing and model rights, etc.) on all products, designs, drawings, writings, carriers with data or other information, quotations, images, sketches, models, scale models, etc. unless parties have agreed otherwise in writing.
- The client is not allowed to copy, to show or to make available to third parties or to use the said intellectual property rights in any other way without prior written permission of Crystal Colloidals B.V.
Article 18 - Amendment of general terms and conditions
- Crystal Colloidals B.V. is entitled to amend or supplement these General Terms and Conditions.
- Changes of minor importance can be made at any time.
- Crystal Colloidals B.V. will discuss any major changes in the contents with the client in advance.
- Consumers are entitled to terminate the contract in the event of a substantial change in the general terms and conditions.
Article 19 - Applicable law and competent court
- Any agreement between the parties shall be governed exclusively by Dutch law.
- The Dutch judge in the district where Crystal Colloidals B.V. has its registered office will have exclusive jurisdiction to hear any disputes between the parties unless the law prescribes otherwise.
- The applicability of the Vienna Sales Convention is excluded.
- If one or more provisions of these general terms and conditions are deemed unreasonably onerous in legal proceedings, the other provisions shall remain in full force.