Terms & conditions
Article 1 General
- In these conditions Quality Stores Online B.V., hodn Neptune Store, with postal address Huygensstraat 35 2652 XK in Berkel en Rodenrijs, is further referred to as seller and its contracting partner as buyer. In case of delivery of services, the seller is also referred to as the contractor and the buyer as the customer.
- These general terms and conditions apply to all quotations from and agreements with the seller.
- Any buyer who has once entered into a contract with the seller on the basis of these general terms and conditions shall be deemed to have tacitly agreed to the applicability of these general terms and conditions to any subsequent orders placed or agreements entered into by him verbally, by email or in writing.
- The Buyer shall not act as the Seller's (commercial) agent or distributor unless he has been appointed as such in a written agreement.
- Deviation from these terms and conditions is only possible if such has been explicitly agreed upon in writing.
Article 2 Quotations
- Quotes are without obligation, unless otherwise stated in the quote.
- The seller's price lists and price indications do not constitute a quotation.
- If the Buyer accepts a tender without obligation, the Seller reserves the right to revoke or amend the tender within two working days of receiving acceptance. The seller will inform the purchaser of this in writing, stating the reasons.
- Oral commitments shall only be binding on the Seller after they have been explicitly confirmed in writing.
- Purchase conditions and other conditions of a buyer are explicitly rejected by the seller, unless they are still explicitly accepted in writing by the seller.
Article 3 Realisation of the agreement
- Agreements are only concluded after an order or other assignment has been assessed by the Seller as to its feasibility. The Seller is entitled not to accept orders or assignments, stating reasons, or to accept them only on the condition that they are sent C.O.D. or paid for in advance, in which case the Buyer will be informed accordingly.
Article 4 Images
- All pictures, drawings, data concerning weights, dimensions, colours, etc. included in price lists and folders, are only approximate and cannot be a reason for compensation and/or dissolution.
- All designs, illustrations, etc. as referred to in paragraph 1 produced by or on the instructions of the Seller shall remain the Seller's property and, without express written permission, may not be copied or reproduced in any other way, nor shown to third parties or used in any other way.
- The Buyer is obliged to return this information to the Seller on demand, on penalty of a fine of € 500 per day for the benefit of the Seller.
Article 5 Prices
- The Seller's goods are supplied at the prices applicable at the time of ordering from the Seller. The services of the Seller shall be rendered at the price that the Seller charges after rendering the services in its usual manner.
- For orders below a certain net value, an amount for shipping and administrative costs may be charged; these costs as well as the total price shall be made known by the Seller to the Buyer prior to the conclusion of the purchase agreement. The purchaser shall only bear the costs for express delivery if he has requested such a delivery method.
- All prices are inclusive of 21% VAT.
Article 6 Dispatch/delivery
- Deliveries are made exclusively within the Benelux, unless expressly agreed otherwise.
- The delivery time for orders is normally a maximum of 30 days, unless otherwise stated or mentioned. This delivery time is an indication and not a deadline.
- If, for any reason whatsoever, the agreed delivery time is exceeded by the seller, the seller shall inform the buyer accordingly in writing (fax, letter, e-mail). In that case the purchaser has the power to dissolve the agreement with the seller by notifying the seller in writing (fax, letter, e-mail).
- Any payments already made by purchaser within the framework of the previous article will be refunded to purchaser's bank or giro account as soon as possible, but in any case within fourteen (14) working days after receipt by vendor of the request to dissolve the agreement referred to in article 6.3.
- The delivery times stated by the Seller shall never be regarded as strict deadlines, unless explicitly agreed otherwise.
- Delivery takes place at the place and time that the goods are ready for shipment to the buyer. The Seller reserves the right to ship and invoice orders in partial deliveries.
- Unless otherwise agreed in writing, the Seller shall determine the mode of shipment. In the event that the Seller has chosen the mode of dispatch, the goods shall travel at the Seller's risk. The Seller shall bear the risk of the goods at the moment when the goods are presented to the specified address for receipt.
- If, at the request of the purchaser, delivery is postponed or accelerated, the purchaser shall be obliged to pay the associated costs.
- The seller is entitled to charge extra working hours if the delivery is delayed due to circumstances beyond his control.
- The seller is not obliged to make subsequent deliveries of products once delivered, if these products have been taken out of production by the seller or his suppliers or have been withdrawn from his sales programme for any other reason.
- The purchaser is obliged to accept the goods upon delivery. Failing that, the goods shall be stored at the expense and risk of the purchaser.
- In the event that the purchaser, in spite of being summoned to do so, has not collected the goods from the storage place to be indicated by the seller within three weeks, the seller shall be entitled at its discretion to sell the goods privately or publicly and to hold the original purchaser liable for any loss. The original buyer shall at all times be obliged to reimburse the costs of the aforementioned storage as well as the (additional) shipping and administrative costs incurred by the seller.
- Exceeding a delivery date shall never entitle the buyer to any compensation from the seller.
Article 7 Cooling-off period
- After the Buyer has received the product ordered by him, the Buyer has the power to dissolve the underlying agreement with the Seller within fourteen (14) calendar days after receiving this product. The purchaser does not need to give a reason for this.
- If the purchaser wishes to dissolve the agreement pursuant to clause 7.1 of these terms and conditions, the purchaser must notify the seller in writing (by e-mail, letter or fax). The buyer must send the product - after consultation with the seller - to a return address determined by the seller. In this case the purchaser must bear the costs and the risk of the shipment.
- If the Purchaser has already made any payments at the time when the Purchaser has revoked the agreement with the Seller pursuant to clause 7.1 and 7.2 of these Purchase Conditions, the Seller shall repay such payments, including the costs of shipment paid by the Purchaser, to the Purchaser within fourteen (14) calendar days of the receipt by the Seller of the product returned by the Purchaser.
- The Seller reserves the right to refuse returned products or to credit only part of the amount already paid when it is suspected that the product has already been used or has been damaged through the fault of the Buyer (other than the Seller or the supplier of the product).
- If a product is returned that, in the opinion of the Seller, has suffered damage due to an act or omission by the Buyer or is otherwise at the risk of the Buyer, the Seller shall notify the Buyer of this in writing (by fax, letter or e-mail). The seller is entitled to deduct the decrease in value of the product as a result of this damage from the amount to be refunded to the purchaser.
Article 8 Payments
- Payment shall, unless otherwise agreed in writing, be made in cash upon the actual delivery of the goods or after the performance of the agreed services. In the event that the Seller sends an invoice, payment for goods delivered and/or services rendered shall be made to the Seller's (postal) bank account as stated on the invoice, within fourteen days of the invoice date, unless otherwise agreed in writing.
- If the Seller has granted the Buyer discounts, the Buyer shall be entitled to have these discount amounts deducted from the price, unless payments are not made on time and/or invoice amounts are outstanding.
- Payments made by purchaser always serve as payment of interest and costs owed and subsequently as payment of invoices that have been outstanding the longest, even if purchaser states that the payment relates to a later invoice.
- If the purchaser has not paid the invoice in cash on the due date, interest of 2% on the outstanding amount per month shall be payable to the seller without prior notice of default, whereby a month commenced shall be counted as a whole month.
- If the purchaser has not paid the amount due within the stipulated period and the seller has proceeded to collect the claim by legal or other means, the purchaser shall be obliged to pay the seller compensation for the costs involved in accordance with the collection rate of the Netherlands Bar Association, but with a minimum of € 40 per invoice.
- Late payment entitles the seller to suspend or dissolve its performance pursuant to the present and/or other agreements with the buyer, without the buyer being entitled to compensation or dissolution of the agreement and without prejudice to the seller's right to any loss, loss of profits and other consequential losses.
- The seller is at all times entitled to demand that the purchaser provides sufficient security for the payment of the services to be performed by the seller, in a manner to be indicated by the seller.
- The purchaser is not permitted to apply set-off.
- Complaints and/or warranty claims that have been dealt with do not give the right to postpone payment or partial payment.
- Bills of exchange are accepted subject to the charging of discount only with prior agreement and solely for the purpose of payment. The seller does not guarantee timely presentation of the bills of exchange.
- Cheques, bills of exchange and foreign currencies shall only be considered as deposits after their redemption.
- The seller is not in a current account relationship with any of its buyers.
Article 9 Retention of title and pledge
- The seller expressly retains title to the goods delivered until full payment has been made, including payment of all costs and interest, also for earlier and later deliveries and services rendered, as well as claims for damages due to failure to perform.
- The Buyer shall not be free, without the Seller's prior written consent, to dispose of, rent out, give in use, move outside its business, pledge or otherwise encumber the goods.
- The Buyer undertakes to make the goods available to the Seller at the Seller's first request, and hereby irrevocably authorises the Seller or persons to be appointed by the Seller to enter the place where the goods are located in order to take possession of the goods.
- In accordance with the provisions under 1, the Seller shall transfer ownership of the said goods to the Buyer at the time that the Buyer has fulfilled all its obligations, but subject to the Seller's pledge for the benefit of any other liabilities the Seller may have against the Buyer. The Buyer shall at the Seller's first request cooperate with any actions required in this respect, on penalty of a fine of € 500 for each day the Buyer fails to do so.
- Goods or parts thereof, which are replaced as a result of a repair order or guarantee, thereby become or remain the property of the Seller until full payment of all that the Seller has to claim from the Buyer has taken place.
Article 10 Complaints
- Complaints in general and complaints about invoices must be made known to the seller in writing or by e-mail and with a proper description of the complaint within a reasonable period of time after receipt of the goods or invoices, or immediately after any defect in the goods has been discovered or should have been discovered. After the expiry of this period, the seller shall be deemed to have fulfilled its obligations correctly, and the purchaser shall be deemed to have acknowledged the goods and/or invoices as correct.
- Complaints never give the buyer the right to suspend payments.
- If a complaint is found to be justified by the seller, the seller is entitled, at its discretion
- revise the invoice and change the invoice amount accordingly;
- to replace the goods delivered with an item with the same specifications or to repair them, whereby the replaced items or parts shall be handed over to the seller;
- to take back the goods delivered and to dissolve the agreement, refunding the invoice amount paid by the buyer minus the shipping, administrative or order costs already charged, without being obliged to pay any compensation.
- Complaints regarding goods belonging to a partial shipment do not affect previous and subsequent partial shipments that are part of the same order.
- Minor deviations common in the trade or technically unavoidable differences in quality, colour, size or finish shall not constitute grounds for complaint.
In such a case, the Buyer must give the Seller the opportunity to repair any defects without delay.
- Any return of goods to or from the buyer shall take place at the expense and risk of the buyer. Unstamped shipments shall not be accepted, unless otherwise agreed in writing. The Seller shall only accept returned goods if and insofar as it agrees to this return in writing in advance, and then only if these goods are delivered to the address to be provided by the Seller in the original packaging and in the condition in which the Seller delivered these goods to the Buyer.
Article 11 Guarantee
- The Seller guarantees the quality of the services it provides to the best of its knowledge and ability and the soundness and good quality of the goods it delivers, on the understanding that the guarantee does not extend beyond the provisions below.
- A repair shall be guaranteed for three months. A 12-month guarantee shall be granted on the goods supplied, unless otherwise agreed in writing and/or if the law grants the Buyer other and/or additional rights and claims.
- If the Buyer has instructed the Seller to carry out repairs and has not collected the item handed in for repair within three months of the date of issue, against payment of the amount due for examination or repair, the Buyer shall be deemed to have surrendered the item handed in for repair on behalf of the Seller. The Buyer shall indemnify the Seller against all third-party claims relating to this item.
- Errors, defects or shortcomings demonstrated by the Buyer within the warranty period and attributable to the Seller - insofar as covered by the warranty referred to in this clause - shall be repaired, replaced or taken back as soon as possible at the Seller's expense against crediting.
- Neither the Seller provides a guarantee on assembled products and parts nor on consumables, unless a guarantee has been expressly agreed in writing.
The Buyer shall send items eligible for replacement or repair at its own risk to the postal address to be provided by the Seller.
- The provisions of these terms and conditions shall apply to goods with a guarantee certificate provided by parties other than the seller, in so far as they deviate from the provisions of these terms and conditions.
- The Buyer cannot invoke the warranty provisions if
- the purchaser has neglected the goods.
- the purchaser has made changes to the goods or has had changes made, including repairs not made by or on behalf of the vendor.
- in the event of injudicious or careless use, incorrect connection, incorrect mains voltage, lightning strike, damage caused by the effect of moisture or other external causes or calamities.
- the device is not maintained in the usual manner or as described in the operating instructions.
- the device is used with unsuitable or incorrect accessories.
- If the purchaser has treated the goods negligently in any other way.
- If the purchaser does not, not properly, or not timely comply with any obligation arising from the agreement(s) entered into with the seller, the purchaser is not obliged to provide a guarantee.
Article 12 Trademark
- The manufacturer's or trade marks or the type or identification numbers or signs applied to the goods delivered by the seller may not be removed, damaged or altered.
Article 13 Limitation of liability
- Neither the Seller nor third parties which it engages for the purpose of concluding or implementing any contract shall be liable for any damage arising from or related to the contract which the Buyer or any third party engaged by it in the execution of the contract may suffer, directly or indirectly, irrespective of the cause.
- Without prejudice to the foregoing, the Seller shall in any event never be liable
- for non-delivery or late delivery;
- for information contained in leaflets, catalogues, advertising material, quotations and the like;
- in the event of non-attributable shortcomings (force majeure), as referred to in article 14;
- if the Buyer himself or a third party repairs the goods delivered, makes any changes to them, uses them for purposes other than for which they are suitable or intended, overloads the goods delivered and uses them in an otherwise improper manner;
- for the property of third parties that are on the Seller's premises for the purpose of repair, storage or for whatever reason;
- for trading loss and/or consequential loss, whatever the cause;
- for damage caused by intent or gross negligence of auxiliary persons;
- If, despite the above, the Seller is liable for any damage in any case, the Seller only accepts liability in so far as this liability is covered by its insurance policy, up to the amount of the payment made by the insurance company.
- If, in any case, the insurance company does not pay out, the Seller will never be liable for more than the invoice amount for the agreement concerned.
- The buyer will indemnify the seller against all third-party claims against the seller.
- The exclusions or limitations of liability included in these Terms and Conditions do not apply insofar as the damage is the result of intent or deliberate recklessness on the part of the Seller or its managing subordinates.
Article 14 Non-attributable shortcomings
- Seller shall not be liable if and insofar as its obligations cannot be fulfilled due to force majeure.
- Force majeure shall be understood to mean any foreign cause, as well as any circumstance which should not reasonably be at the Seller's risk. Delays at or failure to perform by our suppliers, transport difficulties, strikes, government measures, delays in supply, negligence on the part of the Seller's suppliers and/or manufacturers as well as auxiliary persons, staff sickness, and deficiencies in auxiliary means or means of transport are expressly regarded as force majeure.
In the event of force majeure, the Seller will be entitled to suspend its obligations.
- The Seller will also be entitled to dissolve the Agreement in whole or in part, or to demand that the substance of the Agreement be changed in such a way that its execution will remain possible. In no case will the Seller be obliged to pay any penalty or compensation. The seller retains the right to payment for the work already carried out and the costs incurred.
- Seller shall not be authorised to suspend performance if performance is permanently impossible or the temporary impossibility lasts longer than one month. In these cases, the contract may be dissolved by the party taking the initiative, without the purchaser being entitled to compensation for any loss.
Article 15 Dissolution
- If the Buyer fails to meet its obligations towards the Seller, fails to meet them on time or in full, and also if a petition is filed for the Seller's bankruptcy, if the Buyer is declared bankrupt, if the Buyer applies for a suspension of payments, or if the Buyer offers its creditors or any of them an arrangement or settlement, or if its assets or any of them are seized, or if he proceeds to sell or liquidate his company, as well as in the event of his death, being placed under guardianship or if he loses the management or leadership of his company, goods or part thereof in any other way, the Buyer shall be in default by operation of law and any claim that the Seller has or acquires against him shall be immediately due and payable in one go without any notice of default being required.
- In the cases mentioned under 1, the seller is entitled, without any notice of default, to suspend the further execution of the agreement or to dissolve it entirely or partially.
- The seller is at all times authorised to claim damages from the buyer, and to take back the goods supplied.
- In the event that the purchaser wishes to dissolve the agreement, he shall at all times first place the seller in default in writing and grant it a reasonable period in which to fulfil its obligations or remedy shortcomings, which shortcomings the purchaser shall describe in detail in writing.
- The buyer shall not be entitled to dissolve the agreement in whole or in part or to suspend his obligations if he was already in default of fulfilling his obligations.
- In the event of partial dissolution, the purchaser cannot claim reversal of any performances already rendered and/or costs previously charged by the seller, and the seller is fully entitled to payment for the performances already rendered and/or costs previously charged.
Article 16 Consumer purchase
- In the event of a consumer purchase the following provisions or parts of sentences shall not apply: article 8 paragraph 4; article 8 paragraphs 6 and 7; article 13 paragraph 2 sub g; article 15 paragraph 2 (insofar as it concerns the seller's authority to dissolve the contract); article 17 paragraph 2 (to be completed with: "The buyer has the right, within one month after the seller has invoked in writing the provisions of paragraph 2, to choose the court that has jurisdiction according to the law").
Article 17 Applicable law/competent court
- All agreements are subject to Dutch law.
- If the Buyer is not satisfied with a product and/or service provided, the Buyer must contact the Seller as soon as possible, preferably by e-mail: email@example.com Complaint handling. Seller will respond to Buyer's complaint within 30 days.
- Disputes arising from an agreement between the Seller and the Buyer, which cannot be resolved in mutual consultation, will be settled by the competent court in the district of Rotterdam, unless the Seller prefers to submit the difference to the competent court in the Buyer's place of residence, with the exception of those disputes that fall under the jurisdiction of the subdistrict court.
Article 18 Partial invalidity
- If one or more provisions of an agreement between the Seller and the Buyer should prove to be non-binding, the other provisions of this agreement between the parties shall remain in force.
- The parties undertake to replace the non-binding provisions with such provisions which are binding and which deviate as little as possible from the non-binding provisions, in view of the purpose and purport of this agreement.