Terms and Conditions

Article 1 - Definitions.

Acquiéss,

established in Utrecht, the Netherlands, KvK number 80763219, is referred to in these general terms and conditions as Seller.
The other party of seller is referred to in these general terms and conditions as buyer.
The parties are the seller and the buyer together.
The contract shall be referred to as the purchase agreement between the parties.


Article 2 - Applicability of general terms and conditions

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

 

Article 3 - Payment

The full purchase price is always paid immediately in the webshop. For reservations, in some cases a down payment is expected. In that case, the buyer will receive proof of the reservation and the advance payment.
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.
If buyer remains in default, 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.
In the event of liquidation, bankruptcy, attachment or suspension of payment of the buyer, the seller's claims against the buyer shall be immediately due and payable.
If the buyer refuses to cooperate in the execution of the order by the seller, he shall still be obliged to pay the agreed price to the seller.

 

 Article 4 - Offers, quotations and price

Offers are without obligation, unless the offer states a period for acceptance. If the offer is not accepted within that period, the offer will lapse.
Delivery times in offers are indicative and do not entitle the buyer to dissolution or damages if they are exceeded, unless the parties have expressly agreed otherwise in writing.
Offers and quotations do not automatically apply to repeat orders. The parties must agree this explicitly and in writing.
The price stated on offers, quotations and invoices shall consist of the purchase price including the VAT and any other government levies due.


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 begins to run from the moment the (entire) order is received by the consumer.
There is no right of withdrawal if the products are custom-made to his specifications or only have a short shelf life.
The consumer can use a withdrawal form provided by the seller. Seller is obliged to make this available to buyer immediately after buyer's request.
During the withdrawal 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 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

If during the execution of the agreement it appears that for a proper execution of the assignment it is necessary to modify or supplement the work to be done, the parties shall timely and in mutual consultation adapt the agreement accordingly.
If the parties agree that the agreement is amended or supplemented, the time of completion of the execution may be affected as a result. The Seller shall inform the Buyer of this as soon as possible.
If the amendment or supplement to the Agreement has financial and/or qualitative consequences, Seller shall inform Buyer thereof in writing in advance.
If the parties have agreed on a fixed price, the Seller shall also indicate to what extent the amendment or supplement to the Agreement will result in an overrun of this 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 attributable to him.

 

Article 7 - Delivery and transfer of risk

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

The Buyer shall be obliged to examine the delivered goods, or have them examined, at the time of delivery or transfer, but in any event within as short a period as possible. In doing so, purchaser must 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.
Complaints relating to damage, shortages or loss of delivered goods must be submitted to vendor in writing within 10 working days of the day of delivery of the goods by purchaser.
If the complaint is declared well-founded within the specified period, vendor shall be entitled to either repair, redeliver or abandon delivery and send purchaser a credit note for that part of the purchase price.
Minor and/or industry-standard deviations and differences in quality, number, size or finish cannot be held against the seller.
Complaints regarding a certain product do not affect other products or parts belonging to the same agreement.
No complaints will be accepted after the goods have been processed by the buyer.

 

 Article 9 - Samples and models

If a sample or model has been shown or provided to purchaser, it is assumed 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.
In the case of agreements concerning immovable property, a statement of the surface area or other measurements and indications shall also be presumed to have been provided merely as an indication, without the item to be delivered having to correspond to it.

 

 Article 10 - Delivery

Delivery is made "ex factory/shop/warehouse". This means that all costs are for buyer's account.
Purchaser is obliged to take delivery of the goods at the moment that vendor delivers them to him or has them delivered, or at the moment at which these goods are made available to him in accordance with the agreement.
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 goods at the Buyer's expense and risk.
If the goods are delivered, 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 is entitled to deliver the goods in parts, unless the parties have agreed otherwise in writing or the partial delivery has no independent value. In the event of delivery in parts, the seller is entitled to invoice these parts separately.

 

Article 11 - Force majeure

If vendor cannot, does not timely or not properly fulfill his obligations under the agreement due to force majeure, he is not liable for damages suffered by purchaser.
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 illness, war or threat of war, civil war and riots, acts of war, sabotage, terrorism, energy failure, flooding, earthquake, fire, occupation of premises, strikes, lock-outs, altered government measures, transport difficulties, and other disruptions in the seller's business.
Furthermore, the parties understand force majeure to mean the circumstance that supply companies on which the seller depends for the execution of the agreement do not comply with their contractual obligations to the seller, unless this is attributable to the seller.
If a situation as referred to above arises as a result of which the Seller cannot fulfill its obligations to the Buyer, those obligations shall be suspended for as long as the Seller cannot fulfill its obligations. If the situation referred to in the previous sentence has lasted for 30 calendar days, the parties shall be entitled to dissolve the agreement in writing in whole or in part.
In case the force majeure continues for more 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.

Rights of a party under this agreement cannot be transferred 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, second paragraph, Civil Code. 

 

Article 13 - Retention of title and right of retention

The goods and parts delivered to vendor remain the property of vendor until purchaser has paid the entire agreed price. Until such time, vendor may invoke its retention of title and repossess the goods.
If the agreed amounts to be paid in advance are not paid or not paid on time, the seller is entitled to suspend the work until the agreed part has been paid. A creditor's default shall then exist. Delayed delivery in this case cannot be held against the seller.
The seller is not authorized to pledge or otherwise encumber the goods subject to 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 and against theft and to make the policy available for inspection on first request.
If goods have not yet been delivered but the agreed advance payment or price has not been paid as agreed, the Seller shall have the right of retention. The goods will then not be delivered until the buyer has paid in full and in accordance with agreement.
.In case of liquidation, insolvency or suspension of payment of purchaser, the obligations of purchaser are immediately due and payable.

 

 Article 14 - Liability

Any liability for damages arising from or related to the performance of an agreement shall always be limited to the amount paid out in the case in question by the liability insurance(s) taken out. This amount shall be increased by the amount of the excess according to the relevant policy.
Not excluded is the seller's liability for damage resulting from intent or deliberate recklessness on the part of the seller or its managerial subordinates.

 

Article 15 - Obligation to complain

Purchaser is obliged to report complaints about the work performed immediately to vendor. The complaint shall contain as detailed a description as possible of the shortcoming, so that vendor is able to respond adequately.
If a complaint is justified, vendor is obliged to repair and possibly replace the good.

 

 Article 16 - Guarantees

If guarantees are included in the agreement, the following shall apply. Vendor guarantees that the sold product complies with the agreement, that it will function without defects and that it is suitable for the use that purchaser intends to make of it. This warranty is valid for a period of two calendar years after receipt of the sold item by the buyer.
The guarantee referred to is intended to create an allocation of risks between the Seller and the Buyer such that the consequences of a breach of a guarantee will always be entirely for the Seller's account and risk and that the Seller can never invoke Article 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 said guarantee does not apply when the defect has arisen as a result of injudicious or improper use or when - without permission - the 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.
If the guarantee provided by the Seller relates to an item produced by a third party, the guarantee is limited to the guarantee provided by that producer.

 

 Article 17 - Intellectual property

Acquiéss retains all intellectual property rights (including copyright, patent rights, trademark rights, drawings and models 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.
The customer may not copy, show and/or make available to third parties or otherwise use the said intellectual property rights without Acquiéss' prior written consent.

 

Article 18 - Amendment of general terms and conditions

Acquiéss is entitled to amend or supplement these general terms and conditions.
Changes of minor importance may be made at any time.
As far as possible, Acquiéss will discuss major substantive amendments with the customer in advance.
Consumers are entitled to terminate the agreement in the event of a substantial change to the general terms and conditions. 

 

 Article 19 - Applicable law and competent court

Any agreement between the parties is governed exclusively by Dutch law.
The Dutch court in the district where Acquiéss has its registered office has exclusive jurisdiction to take cognizance of any disputes between the parties, unless the law imperatively prescribes otherwise.
The applicability of the Vienna Sales Convention is excluded.
If in legal proceedings one or more provisions of these general terms and conditions are deemed unreasonably onerous, the other provisions will remain in full force.