Terms and conditions webshop

Clause 1
In these terms and conditions, the following terms have the following meanings:

a. General Terms and Conditions : these general terms and conditions. 
b. Buyer: the consumer, a natural person not acting in the course of a business or profession, to whom the Seller sells and/or delivers Products and/or to whom the Seller provides services.
c. Contract: the contract between the Seller and the Buyer, including the General Terms and Conditions and all orders placed by the Buyer with the Seller.
d. Products: all goods offered by the Seller, in whatever form and however named, which the Seller provides to or for the benefit of the Buyer.
e. Seller: the private limited liability company GEBR. EIJFFINGER B.V., having its registered office in Zoetermeer, the Netherlands, and its principal place of business at Heliumstraat 100 in (2718 SL) Zoetermeer, the Netherlands, listed in the commercial register of the Chamber of Commerce under number 27242722.

APPLICABILITY
Clause 2

1. These General Terms and Conditions apply to all offers, proposals, discussion papers and quotations of the Seller, order confirmations, Contracts, however named, and to all legal transactions and other acts between the Seller and the Buyer.
2. Deviations from or additions to these General Terms and Conditions are valid only if expressly agreed in writing.
3. These General Terms and Conditions must be made available to the Buyer electronically prior to the conclusion of the Contract, in such a way that the Buyer can easily store these General Terms and Conditions on a permanent data carrier. If this cannot reasonably be expected from the Seller, the Seller will indicate to the Buyer prior to the conclusion of the Contract how the Buyer can take note of these General Terms and Conditions and – at the request of the Buyer – the Seller will send an electronic or other copy of these General Terms and Conditions to the Buyer free of charge.
4. In case of any discrepancy between the Contract and the General Terms and Conditions, the Contract will prevail.
5. These General Terms and Conditions also apply for the benefit of any person employed by the Seller, any person engaged by the Seller and any person for whose acts or omissions the Seller is or may be liable.
6. If any provision of these General Terms and Conditions is null and void or otherwise unenforceable, this will not affect the validity of the other provisions of these General Terms and Conditions and/or the Contract between the Seller and the Buyer, and the Seller and the Buyer will enter into consultations to agree on a new provision to replace the null and void/unenforceable provision, taking the objective and purport of the null and void/unenforceable provision into consideration as much as possible.

IDENTITY OF THE SELLER
Clause 3

1. Registered name: Gebr.Eijffinger B.V. (private limited liability company)
2. Registered in: Zoetermeer.
3. Office address: Heliumstraat 100, 2718 SL, Zoetermeer, the Netherlands.
4. Postal address: Heliumstraat 100, 2700 AE, Zoetermeer, the Netherlands.
5. Telephone number: +31 (0)79 344 12 00.
6. Website: https://www.eijffinger.com 
7. E-mail address: webshop@eijffinger.com  
8. Ch. of Comm. no.: 27242722.
9. VAT number: NL809819946B01.

QUOTATIONS AND CONTRACT FORMATION
Clause 4

1. All quotations and offers issued by the Seller are free of obligation, unless the quotation expressly states otherwise. If the offer made in the quotation is not accepted within the term for acceptance (period of validity of the quotation), the offer contained in the quotation will be deemed to have been rejected and the Seller will be entitled to change the conditions and prices included in the offer.
2. The Seller may withdraw a quotation, even if irrevocable, if the notice of withdrawal reaches the Buyer before or at the same time as the acceptance.
3. Contracts, however named, are formed only after express written acceptance/confirmation by the Seller in which the Seller is duly represented by an authorised officer, or after the Seller commences performance.
4. If the Contract is formed electronically, the Seller will take appropriate technical and organisational measures to protect the electronic data transfer and ensure a secure online environment. If the Buyer is able to pay by electronic means, the Seller will observe appropriate security measures for this purpose.
5. The Seller may enquire, within the statutory limits, about the Buyer’s ability to fulfil their payment obligations and about other facts and factors that are important for the remote formation of the Contract in a responsible manner. If the Seller has valid grounds not to enter into the Contract based on this investigation, it will have the right to refuse an order or request, while stating its reasons, or to attach special conditions to the performance.
6. The Seller trusts that any information provided by the Buyer to the Seller is accurate and complete and will base its offer on this information.
7. Any acceptance that deviates from the quotation in any way will be deemed a new offer and a rejection of the original offer.
8. Descriptions and illustrations of the Seller’s Products, price lists, brochures, quotations and other information concerning the Seller’s Products are as accurate as possible, though free of obligation, unless the quotation or offer expressly states otherwise the Seller will exercise due care when informing the Buyer about
the quantity, dimensions, weight and other features of the Products, but the Seller cannot guarantee that these are free of discrepancies. Examples shown or provided are only indications of the respective Products. The description is sufficiently detailed to allow a proper assessment of the offer by the Buyer. Obvious mistakes or obvious errors in the offer do not bind the Seller in any way.
9. Every offer contains such information that the rights and obligations attached to acceptance of the offer are clear to the Buyer.
10. Every Contract is formed under the condition precedent that the Products in question are available in sufficient quantities

OBLIGATIONS OF THE BUYER
Clause 5

1. The Buyer will provide the Seller with all information that the Seller needs to properly perform its services, free of charge, correctly, on time, completely and in the manner required by the Seller. The Seller cannot be obliged to commence performance of the Contract before it has received all information necessary for this purpose from the Buyer. The Buyer is obliged to inform the Seller immediately in writing of any facts and circumstances that may be relevant to the performance of the Contract.
2. The Buyer guarantees the accuracy, completeness and reliability of the information and documents made available to the Seller, even if they belong to third parties, and declares that they may lawfully dispose thereof.
3. The Buyer will ensure that, where necessary for the performance of the Contract, the Seller has free access to grounds, buildings or other locations where services must be performed and that those grounds, buildings or locations are in the right condition for the Seller to be able to perform its activities.
4. The Buyer will indemnify the Seller against any damage and costs, including lost sales and profits as a result of the failure to perform the Contract, or the failure to do so in time or completely, as a result of or in connection with a failure to comply with the provisions of this clause.

PURCHASE PRICE AND VAT
Clause 6

1. All agreed prices are stated in the currency indicated when the order is placed and include VAT and other government levies, delivery fees and other costs.
2. Prices are charged to the Buyer in accordance with the most recent price quotation at the time of the Contract’s formation.
3. If a price is increased within 3 months after the formation of the Contract, the Buyer will be entitled to dissolve the Contract with the Seller, unless the price increase is the result of statutory regulations or provisions.
4. Price increases from 3 months after the formation of the Contract are allowed only if the Seller stipulates this price increase and the price increase is the result of statutory regulations or provisions, or if the Buyer will be entitled to terminate the Contract with effect from the effective date of the price increase.

PAYMENT AND COLLECTION
Clause 7

1. The Seller’s invoices must be paid in euros (€) within the payment term stated on the invoice – or, if no payment term is stated on the invoice, within fourteen (14) days from the invoice date – by transferring payment to a bank account designated by the Seller. The date indicated on the bank statement counts as the date of payment.
2. The Seller has the right – at its own discretion – to require the Buyer to make an advance payment of (at most) 50% of the total price for the Products.
3. The Buyer has a duty to immediately report to the Seller any inaccuracies in payment details provided or mentioned.
4. If the Buyer fails to pay on or before the due date mentioned in this clause, the Buyer, following a further notice of default in which the Buyer is given a reasonable period to remedy this failure, will be in default. As from the moment of default, the Seller will also be entitled to:
a. Payment of the statutory commercial interest due from the day of default until the day that full payment is received by the Seller; and
b. All judicial and extrajudicial collection costs, in accordance with the Dutch Extrajudicial Collection Costs Standards Act (Wet normering buitengerechtelijke incassokosten)

DELIVERY
Clause 8

1. The stated delivery date or delivery period is for reference only. If the Seller exceeds the agreed delivery period, this will not result in default or breach of contract, nor in any liability towards the Buyer, and will not entitle the Buyer to dissolve the Contract. The Buyer will not be entitled to damages if the delivery period is exceeded. The Buyer will be entitled to dissolve the Contract only after the Buyer has asked the Seller to still fulfil its obligations under the Contract within a reasonable period or a term prescribed by law and the Seller is unable to deliver within that reasonable period or term prescribed by law.
2. The risk in the purchased goods passes to the Buyer at the time of delivery.
3. Delivery will be made to the address stated by the Buyer to the Seller for delivery purposes.

RETENTION OF TITLE
Clause 9

1. The Products delivered will remain the Seller’s property until the Buyer has paid all amounts, including interest and costs, due to the Seller under the Contract or otherwise.
2. The Buyer will store the Products delivered by the Seller separately and in a manner that leaves them clearly identifiable, and will insure them against damage and theft for as long as these items remain the Seller’s property.

RIGHT OF WITHDRAWAL
Clause 10

1. The Buyer has the right to back out of the purchase and withdraw from the Contract or withdraw an order, without giving reasons and without additional costs, subject to the provisions of this Clause 10.
2. The withdrawal period expires 14 (fourteen) calendar days after the day on which the Buyer or a third party designated by the Buyer, not being the carrier, takes delivery the Products. Where Products are delivered in multiple consignments or parts, the withdrawal period expires 14 (fourteen) calendar days after the day on which the Buyer takes delivery of the final consignment or part.
3. The Buyer may not exercise a right of withdrawal in case of Products that are made according to the Buyer’s specifications or that are clearly personalised on the basis of an individual choice or decision by the Buyer or clearly intended for a specific person, and in case of Products purchased in a physical shop of the Seller.
4. The Buyer must return the Products in the original box or the box provided by the Seller, or hand them over to the Seller in person, without delay and in any event no later than 14 (fourteen) calendar days after the day on which the Buyer notifies the Seller of their withdrawal from this Contract. The deadline is met if the Buyer returns the Products before the period of 14 (fourteen) calendar days has expired. The risk and burden of proof associated with the correct and timely exercise of the right of withdrawal are borne by the Buyer.
5. The Buyer is only liable for a reduction in the value of the Products as a result of the Products being handled in any manner other than required to ascertain the nature, features and functioning of the Products. In so far as these actions are not necessary to ascertain the nature, features and functioning, the Buyer will be liable to the Seller for any reduction in value caused by these actions.
6. If the Buyer withdraws from the Contract, the Seller may refuse to refund the Buyer until the Seller has received the goods being returned or until the Buyer has proven that the Products were returned in a timely manner, whichever occurs first.
7. The Seller will refund the purchase price of the Products to the Buyer, including any shipping costs charged in connection with the delivery of the Products, no later than 30 (thirty) calendar days after the day on which the Seller receives the Products being returned.
8. The Seller will use the same payment method as the method used by the Buyer for the original transaction, unless the Buyer expressly agrees to a different payment method and on the condition that the Buyer does not incur any costs as a result of this refund. However, the Seller will not reimburse any additional costs if the Buyer expressly opted for a different delivery method than the cheapest standard delivery offered by the Seller.
9. The Buyer must treat both the order and the packaging with the utmost care during the first 14 (fourteen) calendar days after delivery (the withdrawal period). The Buyer is liable for any reduction in the value of the goods as a result of the Products being handled in any manner other than required to ascertain the nature, features and functioning of the Products. To ascertain the nature, features and functioning of the Products, the Buyer may only handle and inspect the Products in the same manner as the Buyer would be allowed to do so in a physical shop.
10. To exercise the right of withdrawal, the Buyer can use the model withdrawal form, available at https://www.acm.nl/sites/default/files/old_publication/publicaties/12754_modelformulier-ontbinding-herroeping-2014.pdf  
11. The Buyer must return the Product with all accessories, in its original condition and packaging where reasonably possible, and in accordance with the reasonable and clear instructions provided by the Seller. The direct costs of returning the Products will be borne by the Buyer.

COMPLAINTS, EXCHANGES AND RETURNS
Clause 11

1. The Buyer is obliged to examine upon delivery whether the delivered good comply with the Contract.
2. Complaints of the Buyer must be submitted to the Seller in writing within the following time limits:
a. Complaints concerning incorrect or incomplete execution of an order: within fourteen (14) calendar days after delivery;
b. Complaints concerning an externally visible defect in delivered Products: within fourteen (14) calendar days after delivery; and
c. Complaints concerning a defect in the Products that is not externally visible: within two (2) calendar months after delivery by written notification accompanied by photographs.
3. If the Buyer does not comply with the time limit for lodging a complaint, the Buyer will be deemed to have accepted the delivered Products, and any claim by the Buyer against the Seller regarding defects in the delivered Products will lapse, notwithstanding any guarantees given by the Seller.
4. Submitting a complaint does not release the Buyer from their payment obligations.
5. If the Seller believes that a complaint is well-founded, the Seller will only be obliged to deliver what is missing, or to repair or replace the defective Products, in exchange for the return of the goods concerned, such at the Seller’s discretion. In case of repair or replacement, all other costs related to the repair or replacement, including but not limited to labour costs or other costs related to the repair, will be at the Buyer’s risk and expense.
6. The Buyer will in no case be entitled to repair or replacement of a Product (1) if the Buyer has proceeded to process the relevant allegedly defective Product while the Buyer could have detected the alleged defect in the Products by simple inspection, (2) if this could not have been detected by simple inspection, and the Buyer has continued processing after the first processed results could be assessed, or (3) if there are technically unavoidable deviations in the colours and properties of the delivered Products due to inspection by artificial light.

WARRANTY
Clause 12

1. The Seller guarantees that the Products and/or services conform to the Contract and/or the order, the specifications stated in the offer, the reasonable requirements of reliability and/or usability and the statutory provisions and/or government regulations applicable on the day the Agreement is concluded.
2. Without prejudice to the provisions of this Clause 12, the warranty will in any case not cover defects, and the Buyer cannot make a claim under the warranty for defects which occur in, or are wholly or partly the result of:
a. Slight deviations in quality, size, colour, design or report, length, weight or finish of the Products;
b. Failure to observe processing or maintenance instructions;
c. Improper use of the Products other than for their intended normal use;
d. Normal wear and tear;
e. Damage caused by improper use of the Products or exposure to abnormal conditions or otherwise careless handling by the Buyer;
f. Items, materials or methods applied or provided for processing at the Buyer's request;
g. The Seller's application of any government regulation regarding the nature of quality of the materials used.
3. The Seller will – at the Seller’s discretion – repair or replace the defective Products covered by the warranty in exchange for the return of the relevant Products, or give a price reduction or send a credit note. In case of repair or replacement, all other costs related to the repair or replacement, including but not limited to labour costs or other costs related to the repair, will be at the Buyer’s risk and expense.
4. The guarantee will lapse if the Buyer fails to fulfil their obligations under the Contract and/or these General Terms and Conditions.

LIABILITY
Clause 13

1. To the extent permissible by applicable law and unless otherwise agreed between the Seller and the Buyer , the Seller will only be liable to the Buyer if the Buyer proves that it has incurred a loss due to a material error on the part of the Seller which would have been avoided in the exercise of due care and only for the direct loss which is the direct and immediate consequence of that material error.
2. Under no circumstances will the Seller be liable for indirect loss, including but not limited to loss of profit, loss of goodwill or loss of relationships as a result of, among other things, any delay, loss of data, lost savings, loss due to business stagnation, loss caused by deliberate recklessness of agents, etc., however called and by whomsoever suffered.
3. The Seller will not be liable for defects resulting in whole or in part from a method of processing prescribed by the Buyer or continuation of processing after the Buyer could have discovered defects in the Products, or from a design or method of manufacture prescribed by the Buyer, or caused in whole or in part by a supplier, consultant, subcontractor or agent prescribed by the Buyer. The Seller will also not be liable for damage or loss caused by deliberate intent or deliberate recklessness of the end user or any person who gained access to the Products.
4. The Seller may always offset an obligation to pay damages against unpaid invoices and the interest and costs arising therefrom.
5. The Buyer will indemnify the Seller against all claims by third parties for compensation of damage, or other claims, which are directly or indirectly related to the performance of the Contract between the Seller and the Buyer.
6. If, despite the provisions of this clause, the Seller is held liable in court for loss or damage incurred by the Buyer, such liability will in any case, on whatever grounds, be limited to the amount received by the Seller from the Buyer for the Products.
7. Claims for payment of damages will expire one year after the day on which the Buyer became aware of the loss or damage and the Seller’s possible liability for said loss or damage.

INTELLECTUAL PROPERTY RIGHTS
Clause 14

1. The Buyer acknowledges that the Seller is the sole and exclusive right holder with regard to all claims to current and future intellectual property rights in relation to its services and Products, all data, designs, working methods, presentations, advice, software, files, models, documents, including but not limited to offers, quotations, explanations, questionnaires and protocols (the Intellectual Property Rights) developed and/or made available and/or used under the Contract and/or on the instructions of the Buyer. The Intellectual Property Rights include, but are not limited to, patents, utility models, supplementary protection certificates, trade and service marks, design rights, trade names, service names, copyrights, rights in the form of copyrights, geographical indications, tenancy rights, lending rights, moral rights, database rights and domain names used and/or created during the Contract.
2. These General Terms and Conditions and the Contract do not imply a transfer of any intellectual property right or other right.
3. The Buyer is expressly prohibited from making any Intellectual Property Rights available to a third party, and from reproducing, publishing or exploiting them, with or without the involvement of third parties, unless the Seller has given its prior written consent to do so.
4. If a third party infringes the Seller’s Intellectual Property Rights, the Buyer will immediately notify the Seller of this in writing. The Buyer will provide all documentation and information relating to the Intellectual Property Rights at the Seller’s first request and provide all requested cooperation.

FORCE MAJEURE
Clause 15

1. The Seller will not be liable or responsible to the Buyer, nor will the Seller be deemed to be in default or in breach of any provision under the Contract and/or these General Terms and Conditions for any failure or delay in fulfilling or performing any term of the Contract and/or these General Terms and Conditions if such failure or delay is caused by, or results from, acts or circumstances that are unforeseeable and beyond the Seller’s control (Force Majeure). Force majeure will be deemed to exist in all those circumstances which prevent the Seller from performing the Contract or any part thereof or make it impossible or unreasonably burdensome for it to do so, if such circumstances occur beyond the Seller’s reasonable control, including, but not limited to, (internet) disruption, fire, power failure, flood, strikes, labour unrest, sickness of personnel, war (whether declared or not), terrorism, embargoes, blockades, legal restrictions, riots, government measures in the broadest sense relating to the supply of Products, cybercrime, delay in the delivery of Products/data or services by suppliers or agents. In the event of Force Majeure, the Seller will notify the Buyer immediately after the circumstance of Force Majeure has occurred, stating the nature of the Force Majeure, the date on which the Force Majeure will start or started and, if possible, the expected duration.
2. In the event of Force Majeure, the Seller will be entitled to terminate the Contract, in whole or in part, with immediate effect by giving written notice thereof to the Buyer, if the context of the failure to perform reasonably justifies immediate termination of the Contract and the event of Force Majeure continues for more than 30 days. In the event of dissolution of the Contract by the Seller on the grounds of Force Majeure, the Buyer will not be entitled to any form of compensation in respect of the termination.

PERSONAL DATA PROTECTION
Clause 16

1. The Seller collects and processes information about the Buyer and the Buyer’s officers, employees, associates or representatives (personal data) in connection with the management of the Seller’s relationship with the Buyer and the performance of the Contract. The Buyer agrees that the Seller processes the personal data for those purposes. The Buyer also agrees that the Seller may disclose personal data to its suppliers or to third parties, if this is necessary for the aforementioned purposes. The Buyer will indemnify the Seller and hold it harmless against claims by third parties in connection with the provisions of this clause (including any claims by the aforementioned officers, employees, relations or representatives and/or regulators and authorities).

COMPLAINTS AND DISPUTE RESOLUTION PROCEDURE, APPLICABLE LAW
Clause 17

1. The Seller has a sufficiently publicised complaints procedure and will handle any complaints of the Buyer in accordance with this complaints procedure. The Buyer can find the applicable complaints procedure at https://www.eijffinger.com/retouren  
2.  The Seller will answer any complaints submitted within a term of 14 days from the day of receipt. If a complaint is expected to take more time to process, the Seller will answer within the term of 14 days with a notice of receipt and an indication of when the Buyer can expect a more detailed reply.
3. If a complaint cannot be resolved by mutual agreement, it will constitute a dispute susceptible to the dispute resolution procedure.
4. If the Buyer disagrees with a solution or the Buyer and the Seller cannot reach a solution together, the Buyer may submit their complaint to the appropriate dispute resolution body via the form available at https://ec.europa.eu/consumers/odr/  
5. These General Terms and Conditions and all offers and Contracts between the Seller and the Buyer are governed exclusively by Dutch law.

April 2024 Version