Terms and Conditions
Article 1: Definitions
- Twisters, established in Heeze, Chamber of Commerce number 74387855, is referred to as the seller in these general terms and conditions.
- The seller's counterparty is referred to as the buyer in these general terms and conditions.
- The parties are the seller and the buyer together.
- The agreement refers to 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 the seller.
- Deviation from these terms and conditions is only possible if this has been expressly agreed in writing by the parties.
Article 3: Payment
- The full purchase price is always paid online immediately. In some cases, a deposit is expected for reservations. In that case, the buyer will receive proof of the reservation and the advance payment.
- 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.
- 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.
- 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.
- If the buyer refuses to cooperate with 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
- Offers are without obligation, unless a term of acceptance is stated in the offer. If the offer is not accepted within that term, the offer will lapse.
- Delivery times in quotations are indicative and if they are exceeded, they do not entitle the buyer to dissolution or compensation, unless the parties have expressly agreed otherwise in writing.
- Offers and quotations do not automatically apply to repeat orders. The parties must agree this expressly and in writing.
- The price stated on offers, quotations and invoices consists of the purchase price including the VAT due and any other government levies.
Article 5: Right of withdrawal
- After receiving the order, the consumer has the right to dissolve the agreement within 14 days without stating reasons (right of withdrawal). The term starts to run from the moment the (entire) order has been received by the consumer.
- There is no right of withdrawal if the products have been made to measure according to his specifications (such as engravings or a graduated scale).
- The consumer can use a withdrawal form from the seller. The seller is obliged to make this available to the buyer immediately after the buyer's request.
- During the cooling-off period, the consumer will 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 will return the unused and undamaged product with all accessories supplied 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
- If during the execution of the agreement it appears that it is necessary for the proper execution of the assignment to change or supplement the work to be performed, the parties will adjust the agreement accordingly in a timely manner and in mutual consultation.
- If the parties agree that the agreement will be amended or supplemented, the time of completion of the execution may be affected. The seller will inform the buyer of this as soon as possible.
- If the amendment or addition to the agreement has financial and/or qualitative consequences, the seller will inform the buyer of this in advance in writing.
- If the parties have agreed on a fixed price, the seller will indicate to what extent the amendment or supplement to the agreement will result in this price being exceeded.
- 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 that can be attributed to it.
Article 7: Completion and transfer of risk
- As soon as the purchased item has been received by the buyer, the risk passes from seller to buyer.
Article 8: Research, complaints
- The buyer is obliged to inspect the delivered goods at the time of delivery, but in any case within the shortest possible period of time. In doing so, the buyer must investigate whether the quality and quantity of the delivered goods correspond to what the parties have agreed upon, or at least whether the quality and quantity meet the requirements that apply in normal (trade) traffic.
- Complaints regarding damage, shortages or loss of delivered goods must be submitted in writing to seller within 10 working days after the day of delivery of the goods.
- If the complaint is found to be well-founded within the stipulated period, the seller has the right to either repair or deliver again, or to refrain from delivery and to send the buyer 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 invoked against the seller.
- Complaints with regard to a certain product do not affect other products or parts belonging to the same agreement.
- After the goods have been processed by the buyer, no further complaints will be accepted.
Article 9: Samples and models
- 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 comply with this. In the case of occupational therapists, for example. This is different if the parties have expressly agreed that the item to be delivered will correspond to this.
- In the case of agreements relating to immovable property, mention of the surface area or other dimensions and indications is also presumed to be only intended as an indication, without the good to be delivered having to correspond to this.
Article 10: Delivery
- Delivery is made 'ex works/shop/warehouse'. This means that all costs are for the buyer.
- The buyer is obliged to accept the goods at the moment that the seller delivers them or has them delivered to him, or at the moment at which these goods are made available to him in accordance with the agreement.
- If the buyer refuses to accept or is negligent in providing information or instructions that are necessary for the delivery, the seller is entitled to store the item at the buyer's expense and risk.
- If the goods are delivered, the seller is entitled to charge any delivery costs.
- If the seller needs information from the buyer for the execution of the agreement, the delivery time will commence after the buyer has made this information available to the seller.
- A delivery term specified by the seller is indicative. This 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 if partial delivery does not have an independent value. In the event of delivery in parts, the seller is entitled to invoice these parts separately.
Article 11: Force majeure
- If the seller cannot, not timely or not properly fulfill his obligations under the agreement due to force majeure, he is not liable for damage suffered by the buyer.
- By force majeure, the parties mean in any case 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, molestation, sabotage, terrorism, power outage, flood, earthquake, fire, business occupation, strikes, worker lockout, changed government measures, transportation difficulties, and other disturbances in the seller's business.
- Furthermore, the parties understand by force majeure the circumstance that supply companies on which the seller depends for the execution of the agreement, do not fulfill the contractual obligations towards the seller, unless the seller can be blamed for this.
- If a situation as referred to above arises as a result of which the seller cannot fulfill its obligations towards the buyer, those obligations will be suspended 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 have the right to dissolve the agreement in writing in whole or in part.
- 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
- Any party's rights under this Agreement may not be transferred without the other party's prior written consent. This provision applies as a stipulation with effect under property law as referred to in Section 3:83(2) of the Dutch Civil Code.
Article 13: Retention of title and right of retention
- The goods present at the seller and the goods and parts delivered remain the property of the seller until the buyer has paid the entire agreed price. Until that time, the seller can invoke its retention of title and take back the goods.
- If the agreed amounts to be paid in advance are not paid or are not paid on time, the seller has the right to suspend the work until the agreed part has been paid after all. Then there is creditor default. In that case, a late delivery cannot be invoked against the seller.
- The seller is not authorized to pledge or in any other way encumber the items subject to retention of title.
- The seller undertakes to insure the goods delivered to the buyer subject to retention of title and to keep them insured against fire, explosion and water damage as well as 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 in accordance with the agreement, the seller has the right of retention. In that case, the item will not be delivered until the buyer has paid in full and in accordance with the agreement.
- In the event of liquidation, insolvency or suspension of payment of the buyer, the buyer's obligations are immediately due and payable.
Article 14: Liability
- Any liability for damage arising from or in connection with the execution of an agreement is always limited to the amount that is paid out in the relevant case by the liability insurance(s) taken out. This amount is increased by the amount of the deductible according to the relevant policy.
- The seller's liability for damage resulting from intent or willful recklessness on the part of the seller or his managerial subordinates is not excluded.
Article 15: Complaint obligation
- The buyer is obliged to immediately report complaints about the work performed to the seller. The complaint contains as detailed a description as possible of the shortcoming, so that the seller is able to respond adequately.
- If a complaint is justified, the seller is obliged to repair the good and possibly replace it.
Article 16: Warranties
- If guarantees are included in the agreement, the following applies. The seller guarantees that the item sold complies with the agreement, that it will function without defects and that it is suitable for the use that the buyer 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 purpose of the guarantee referred to is to create a risk distribution between the seller and the buyer such that the consequences of a breach of a guarantee are always fully for the account and risk of the seller and that the seller can never invoke a breach of a guarantee in respect of a breach of a guarantee. article 6:75 of the Dutch Civil Code. The provisions of the previous sentence also apply if the infringement was known to the buyer or could have been known by conducting an investigation.
- The aforementioned warranty does not apply if the defect has arisen as a result of injudicious or improper use or if - 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 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
- Only Dutch law applies to every agreement between the parties.
- The Dutch court in the district where Twisters is established/practice/kept its office has exclusive jurisdiction to hear any disputes between the parties, unless the law prescribes otherwise.
- The applicability of the Vienna Sales Convention is excluded.
- If one or more provisions of these general terms and conditions are regarded as unreasonably onerous in legal proceedings, the other provisions will remain in full force and effect.