Article 1 – Definitions.
1. Biotopo, established in Arnhem, KvK number 82299730, is referred to in these general terms and conditions as Seller.
2. The other party of the seller is referred to in these general terms and conditions as the buyer.
3. The parties are seller and buyer together.
4. Agreement means the purchase agreement between the parties.
Article 2 – Applicability of general conditions
1. These terms and conditions shall apply to all quotations, offers, agreements and deliveries of services or goods by or on behalf of Seller.
2. Deviation from these terms and conditions is possible only if expressly agreed upon by the parties in writing.
Article 3 – Payment
1. The full purchase price is always paid immediately in the webshop. For reservations, a deposit is expected in some cases. In that case, the buyer will receive proof of the reservation and prepayment.
2. If buyer does not pay on time, he is in default. If buyer remains in default, seller is entitled to suspend obligations until buyer has fulfilled his payment obligation.
3. If the buyer remains in default, the seller will proceed with collection. The costs related to such collection shall be borne by the buyer. These collection costs are calculated according to the Decree on Compensation for Extrajudicial Collection Costs.
4. In the event of the buyer’s liquidation, bankruptcy, attachment or suspension of payments, the seller’s claims against the buyer shall be immediately due and payable.
5. If the buyer refuses to cooperate in the execution of the order by the seller, he is still obliged to pay the agreed price to the seller.
Article 4 – Offers, quotations and price
1. Offers are non-binding unless the offer specifies a deadline for acceptance. If the offer is not accepted within that specified period, the offer will lapse.
2. Delivery times in offers are indicative and if exceeded do not entitle the buyer to rescission or damages, unless the parties have expressly agreed otherwise in writing.
3. Offers and quotations do not automatically apply to repeat orders. The parties must agree this expressly and in writing.
4. The price stated on offers, quotations and invoices consists of the purchase price including the VAT and any other government levies due.
Article 5 – Right of withdrawal
1. The consumer is given the right to dissolve the contract without giving reasons (right of withdrawal) within 14 days after receiving the order. The period begins to run from the moment the (entire) order is received by the consumer.
2. There is no right of withdrawal when the products are custom made to his specifications or have only a short shelf life.
3. The consumer may use a seller’s withdrawal form. Seller is required to make this available to buyer immediately upon buyer’s request.
4. During the reflection 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 6 – Modification of the agreement
1. 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 will adjust the agreement accordingly in time and in mutual consultation.
2. If the parties agree that the agreement will be amended or supplemented, the time of completion of performance may be affected. Seller will notify buyer as soon as possible.
3. If the amendment or supplement to the Agreement has financial and/or qualitative consequences, Seller shall inform Buyer thereof in writing in advance.
4. If the parties have agreed on a fixed price, the seller shall indicate the extent to which the amendment or supplement to the agreement will result in this price being exceeded.
5. Notwithstanding the provisions of the third paragraph of this article, the seller cannot charge additional costs if the change or addition is the result of circumstances attributable to him.
Article 7 – Delivery and transfer of risk.
1. As soon as the purchased item is received by the buyer, the risk passes from the seller to the buyer.
Article 8 – Examination and complaints
1. The Buyer is obliged to examine (or have examined) the delivered goods at the time of delivery or handover, but in any case within as short a period as possible. In doing so, the buyer 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.
2. Complaints relating to damage, shortages or loss of delivered goods must be submitted in writing to seller within 10 working days from the day of delivery of the goods by buyer.
3. If the complaint is upheld 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 portion of the purchase price.
4. Minor and/or industry-standard deviations and differences in quality, number, size or finish cannot be held against the seller.
5. Complaints regarding a particular product do not affect other products or parts belonging to the same agreement.
6. No complaints will be accepted after the goods have been processed at the buyer’s premises.
Article 9 – Samples and models
1. If a sample or model has been shown or provided to the buyer, it is presumed to have been provided only as an indication without the matter to be delivered having to correspond to it. This is different if the parties have expressly agreed that the item to be delivered will correspond to it.
2. In contracts relating to immovable property, mention of the area or other dimensions and indications shall also be presumed to be intended only as an indication, without the property to be delivered having to correspond thereto.
Article 10 – Delivery
1. Delivery shall be “ex-factory/shop/warehouse. This means that all costs are for the buyer.
2. The Buyer shall be obliged to take delivery of the goods at the time that the Seller delivers them or has them delivered to him, or at the time when these goods are made available to him in accordance with the agreement.
3. 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 item at the buyer’s expense and risk.
4. If the goods are delivered, the seller is entitled to charge any delivery costs.
5. If the seller requires data from the buyer for the execution of the agreement, the delivery period shall commence after the buyer has made such data available to the seller.
6. A term of delivery specified by the seller is indicative. This is never a deadline. If the deadline is exceeded, buyer must give seller written notice of default.
7. The Seller is entitled to deliver the goods in parts, unless the parties have agreed otherwise in writing or partial delivery does not have any independent value. Seller is entitled to invoice these parts separately in the event of delivery in parts.
Article 11 – Force majeure
1. If the seller is unable to fulfill its obligations under the agreement, in a timely manner or properly due to force majeure, it shall not be liable for damages suffered by the buyer.
2. By force majeure the parties mean in any case every circumstance which the seller could not take into account at the time the agreement was entered into and as a result of which the normal performance of the agreement cannot reasonably be required by the buyer, such as, for example, illness, war or danger of war, civil war and riots, acts of war, sabotage, terrorism, energy failure, flooding, earthquake, fire, occupation of premises, strikes, lockouts, changed government measures, transport difficulties, and other disturbances in the company of the seller.
3. Furthermore, the parties understand force majeure to mean the circumstance that supply companies on which the seller depends for the execution of the agreement fail to comply with their contractual obligations to the seller, unless such failure is attributable to the seller.
4. If a situation as referred to above arises as a result of which Seller cannot fulfill its obligations to Buyer, those obligations shall be suspended for as long as Seller cannot fulfill its obligations. If the situation referred to in the previous sentence has lasted for 30 calendar days, the parties have the right to rescind the agreement in writing in whole or in part.
5. In case the force majeure continues for more than three months, buyer has the right to dissolve the agreement with immediate effect. Dissolution can only be done by registered letter.
Article 12 – Transfer of rights
1. Rights of a party under this Agreement cannot be assigned without the prior written consent of the other party. This provision counts as a clause with property law effect as referred to in Article 3:83, paragraph 2, Civil Code.
Article 13 – Retention of title and lien
1. The items present at Seller and delivered items and parts shall remain Seller’s property until Buyer has paid the entire agreed price. Until then, the seller may invoke its retention of title and repossess the goods.
2. 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 is still paid. There is then a creditor default. Delayed delivery in that case cannot be held against the seller.
3. Seller shall not be authorized to pledge or otherwise encumber the goods subject to its retention of title.
4. The Seller undertakes to insure and keep insured the goods delivered to the Buyer under retention of title against fire, explosion and water damage as well as against theft and to make the policy available for inspection on demand.
5. 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 as agreed.
6. In case of liquidation, insolvency or suspension of payment of the buyer, the obligations of the buyer shall be immediately due and payable.
Article 14 – Liability
1. Any liability for damages arising out of or in connection with the performance of an agreement shall always be limited to the amount paid in the relevant case by the liability insurance policy or policies taken out. This amount is increased by the amount of the deductible according to the relevant policy.
2. Not excluded is Seller’s liability for damages resulting from intentional or deliberate recklessness of Seller or its managerial subordinates.
Article 15 – Duty to complain
1. Buyer is obliged to immediately report complaints about the work performed to Seller. The complaint shall contain as detailed a description of the shortcoming as possible, so that Seller is able to respond adequately.
2. If a complaint is justified, the seller is obliged to repair and possibly replace the good.
Article 16 – Warranties
1. If guarantees are included in the agreement, the following shall apply. Seller warrants that the goods sold are in accordance with the agreement, that they will function without defects and that they are suitable for the use that buyer intends to make of them. This warranty is valid for a period of two calendar years after receipt of the sold property by the buyer.
2. The guarantee referred to is intended to create between the seller and the buyer an allocation of risks such that the consequences of a breach of a guarantee are always 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 a guarantee. The provisions of the previous sentence also apply if the breach was known to the buyer or could have been known to the buyer by conducting investigations.
3. The said warranty does not apply when the defect has arisen as a result of injudicious or improper use or when – without permission – 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.
4. If the warranty provided by the seller relates to an item manufactured by a third party, the warranty is limited to the warranty provided by that manufacturer.
Article 17 – Intellectual property
1. Biotopo retains all intellectual property rights (including copyright, patent rights, trademark rights, drawing and model rights, etc.) in all products, designs, drawings, writings, carriers containing data or other information, quotations, images, sketches, models, models, etc., unless the parties have agreed otherwise in writing.
2. The customer may not copy, display and/or make available to third parties or otherwise use said intellectual property rights without Biotopo’s prior written consent.
Article 18 – Modification of general conditions
1. Biotopo is entitled to amend or supplement these general terms and conditions.
2. Changes of minor importance may be made at any time.
3. Major changes in content will be discussed by Biotopo with the customer in advance as much as possible.
4. 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
1. Any agreement between the parties shall be governed exclusively by the laws of the Netherlands.
2. The Dutch court in the district where Biotopo is located has exclusive jurisdiction to take cognizance of any disputes between the parties, unless otherwise required by mandatory law.
3. The applicability of the Vienna Sales Convention is excluded.
4. If one or more provisions of these general conditions are deemed unreasonably onerous in legal proceedings, the remaining provisions shall remain in full force and effect.