General Terms and Conditions

GENERAL TERMS AND CONDITIONS OF ONLINE SALES (B2C)

Article 1: Definitions
1. EvitaRoza, established in Haarlem, Chamber of Commerce number 74049801, is referred to in these general terms and conditions as the seller.
2. The counterparty of the seller is referred to in these general terms and conditions as the buyer.
3. Parties are seller and buyer together.
4. The agreement means the purchase agreement between the parties.

Article 2: Applicability of general terms and conditions
1. These terms and conditions apply to all quotations, offers, agreements and deliveries of services or goods by or on behalf of the seller.
2. Deviations from these terms and conditions are only possible if expressly and in writing agreed by the parties.

Article 3: Payment
1. The full purchase price is always paid immediately in the store. For reservations, in some cases a deposit is required. In that case the buyer will receive proof of the reservation and the advance payment.
2. If the buyer does not pay on time, he is in default. If the buyer remains in default, the seller is entitled to suspend the obligations until the buyer has fulfilled his payment obligation.
3. If the buyer remains in default, the seller will proceed to collection. The costs related to such collection shall be borne by the buyer. These collection costs are calculated on the basis of the Decree on compensation for extrajudicial collection costs.
4. In the event of liquidation, bankruptcy, attachment or suspension of payment of the buyer, the seller’s claims against the buyer are 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 without obligation, unless a period for acceptance is stated in the offer. If the offer is not accepted within that specified period, the offer expires.
2. Delivery times stated in quotations are indicative and do not entitle the buyer to dissolution or compensation if exceeded, unless the parties have expressly and in writing agreed otherwise.
3. Offers and quotations do not automatically apply to repeat orders. Parties must expressly and in writing agree on this.
4. The price stated on offers, quotations and invoices consists of the purchase price including the applicable VAT and any other government levies.

Article 5: Right of withdrawal
1. The consumer has the right to dissolve the agreement within 14 days after receipt of the order without giving reasons (right of withdrawal). The period starts from the moment the (entire) order has been received by the consumer.
2. There is no right of withdrawal when the products have been made to measure according to the consumer’s specifications or are perishable in nature.
3. The consumer may use a withdrawal form from the seller. The seller is obliged to make this available to the buyer immediately upon request.
4. During the reflection period the consumer shall 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 makes use of his right of withdrawal, he shall return the unused and undamaged product with all supplied 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: Amendment of the agreement
1. If during the execution of the agreement it appears that it is necessary for a proper execution of the assignment to modify or supplement the work to be performed, the parties will adjust the agreement accordingly in a timely manner and by mutual consultation.
2. If the parties agree that the agreement will be amended or supplemented, this may affect the time of completion of the execution. The seller will inform the buyer of this as soon as possible.
3. If the amendment or addition to the agreement has financial and/or qualitative consequences, the seller will inform the buyer 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 addition to the agreement will result in an overrun of this price.
5. Contrary to the provisions of the third paragraph of this article, the seller may not charge additional costs if the amendment or addition is the result of circumstances attributable to him.

Article 7: Delivery and transfer of risk
1. As soon as the purchased goods have been received by the buyer, the risk transfers from the seller to the buyer.

Article 8: Inspection, complaints
1. The buyer is obliged to inspect the delivered goods at the time of (delivery), but in any case within as short a period as possible. The buyer must check whether the quality and quantity of the delivered goods correspond to what the parties have agreed, or at least whether the quality and quantity meet the requirements that apply in normal (commercial) traffic.
2. Complaints regarding damage, shortages or loss of delivered goods must be submitted in writing by the buyer to the seller within 10 working days after the day of delivery of the goods.
3. If the complaint is found to be justified within the specified period, the seller has the right either to repair, or to replace, or to refrain from delivery and to send the buyer a credit note for that part of the purchase price.
4. Minor and/or customary deviations in the industry and differences in quality, quantity, size or finish cannot be invoked against the seller.
5. Complaints regarding a specific product have no influence on other products or parts belonging to the same agreement.
6. After the goods have been processed by the buyer, no complaints will be accepted.

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 item to be delivered having to conform to it. This is different if the parties have expressly agreed that the item to be delivered will conform thereto.
2. In agreements relating to real estate, the mention of the surface area or other dimensions and indications is also presumed to be intended only as an indication, without the item to be delivered having to conform thereto.

Article 10: Delivery
1. Delivery is made ‘ex works/store/warehouse’. This means that all costs are for the buyer.
2. The buyer is obliged to take delivery of the goods at the moment that the seller delivers or has them delivered to him, or at the moment that these goods are made available to him in accordance with the agreement.
3. If the buyer refuses to take delivery 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.
4. If the goods are delivered, the seller is entitled to charge any delivery costs.
5. If the seller needs data from the buyer for the execution of the agreement, the delivery period starts after the buyer has provided these to the seller.
6. A delivery period specified by the seller is indicative. It is never a strict deadline. If the period is exceeded, the buyer must notify the seller in writing of default.
7. The seller is entitled to deliver the goods in parts, unless the parties have agreed otherwise in writing or partial delivery has no independent value. In case of delivery in parts, the seller is entitled to invoice these parts separately.

Article 11: Force majeure
1. If the seller cannot, not timely or not properly fulfill his obligations under the agreement due to force majeure, he is not liable for damages suffered by the buyer.
2. Force majeure shall in any case mean any circumstance that the seller could not take into account at the time of entering into 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 danger of war, civil war and riot, molest, sabotage, terrorism, power failure, flooding, earthquake, fire, business occupation, strikes, employee lockout, changed government measures, transport difficulties, and other disruptions in the seller’s business.
3. Furthermore, the parties understand force majeure to mean the circumstance that suppliers on which the seller depends for the execution of the agreement do not fulfill their contractual obligations towards the seller, unless this is attributable to the seller.
4. If a situation as referred to above occurs, as a result of which the seller cannot fulfill his obligations towards the buyer, those obligations are suspended as long as the seller cannot fulfill his obligations. If the situation referred to in the previous sentence has lasted 30 calendar days, the parties have the right to dissolve the agreement in whole or in part in writing.
5. If the force majeure lasts longer than three months, the 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 transferred without the prior written consent of the other party. This provision has property law effect as referred to in article 3:83, paragraph 2, Dutch Civil Code.

Article 13: Retention of title and right of retention
1. The goods and delivered items and parts present at the seller remain the property of the seller until the buyer has paid the full agreed price. Until then, the seller may invoke his retention of title and take back the goods.
2. If the agreed advance payments are not made or not made on time, the seller has the right to suspend the work until the agreed part has been paid after all. This constitutes creditor’s default. A late delivery cannot be invoked against the seller in that case.
3. The seller is not entitled to pledge or encumber in any other way the goods falling under his retention of title.
4. 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 provide the policy for inspection at first request.
5. If goods have not yet been delivered, but the agreed advance payment or price has not been paid in accordance with the agreement, the seller has a right of retention. The goods will not be delivered until the buyer has paid in full and in accordance with the agreement.
6. In case of liquidation, insolvency or suspension of payment of the buyer, the buyer’s obligations are immediately due and payable.

Article 14: Liability
1. Any liability for damage arising from or related to the performance of an agreement is always limited to the amount paid out in the relevant case by the liability insurance(s) concluded. This amount is increased by the amount of the deductible under the relevant policy.
2. Not excluded is the liability of the seller for damage resulting from intent or deliberate recklessness of the seller or his managing subordinates.

Article 15: Duty to complain
1. The buyer is obliged to report complaints about the work performed immediately to the seller. The complaint must contain a description of the shortcoming as detailed as possible so that the 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 warranties are included in the agreement, the following applies. The seller guarantees that the sold item complies with the agreement, that it will function without defects and that it is suitable for the use the buyer intends to make of it. This warranty applies for a period of two calendar years after receipt of the sold item by the buyer.
2. The intended warranty is to establish such a risk distribution between seller and buyer that the consequences of a breach of warranty are always fully borne by the seller and that the seller can never invoke article 6:75 of the Dutch Civil Code in respect of a breach of warranty. The provision in the previous sentence also applies if the breach was known to the buyer or could have been known by conducting research.
3. The stated warranty does not apply when the defect has arisen as a result of improper or improper use or when – without permission – the buyer or third parties have made 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 produced by a third party, the warranty is limited to the warranty provided by that producer.

Article 17: Applicable law and competent court
1. Dutch law exclusively applies to every agreement between the parties.
2. The Dutch court in the district where EvitaRoza is established/has practice/has office has exclusive jurisdiction to take cognizance of any disputes between the parties, unless mandatory law prescribes otherwise.
3. The applicability of the Vienna Sales Convention is excluded.
4. If in a legal procedure one or more provisions of these general terms and conditions are considered unreasonably onerous, the remaining provisions shall remain in full force and effect.