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GENERAL TERMS AND CONDITIONS OF LE NOUVEAU CHEF B.V.
Article 1 Identity and details of the Seller
Le Nouveau Chef B.V. is listed in the trade register under number 68261497, and is established in (1851 LX) Heiloo on De Droogmakerij 29H (tel.+31 (0)72 – 553 5900 and by email: firstname.lastname@example.org). VAT number: NL857365290B01.
Article 2 Definitions
The following definitions shall apply in these general terms and conditions:
- Seller: Le Nouveau Chef.
- Buyer: every third party with whom the Seller enters into an agreement, and/or to whom the Seller makes an offer.
b1. Business Buyer: the Buyer acting to fulfil a profession or run a company.
b2. Consumer: The Buyer not acting to fulfil a profession or run a company.
- Delivery: factual delivery to the Buyer, to his house/company address or otherwise, of the agreed items and/or half-ready products.
- Webshop: the shop run by the Seller at www.lenouveauchef.com.
- In writing: by letter, fax or email.
- Direct loss: loss of the delivered items and costs for their replacement or recovery.
- Indirect loss: any other loss not being a direct loss.
- Consequential loss: any other loss not being a direct loss.
Article 3 Applicability of the General Terms and Conditions
- With exclusion of any purchase agreements and/or any other general terms and conditions of the Buyer, these general terms and conditions shall apply to the entire legal relationship with the Buyer and shall also prevail in the event of future negotiations and agreements.
- The Seller reserves the right to adapt the general terms and conditions at any given time. The adapted general terms and conditions shall apply once the Seller has notified the Buyer on this adaptation.
- In case any provision of these general terms and conditions is considered void by the competent court, in case it has been dismissed or otherwise declared not to be binding, the other provisions of the general terms and conditions shall remain fully in force. Parties shall discuss matters in order to agree on a new provision, maintaining the purport of the original provision as much as they can.
Article 4 Offer
- The Seller’s offers are non-binding offers.
- All prices presented to business Buyers are exclusive of VAT and other levies imposed by the authorities, any costs incurred in respect of the Purchase Agreement, including travel and subsistence expenses, shipment and administration costs, unless stated otherwise.
- Total prices shall be presented to consumers, including all taxes and costs.
- Images, specifications of measurements and further descriptions by the Seller are not binding and only serve to give an idea of the collection.
- A composite quotation does not compel the Seller to execute part of the purchase agreement against the corresponding part of the price indicated.
Article 5 Purchase agreement
- Through the Webshop, an agreement shall only come about if the Seller confirms the Buyer’s order in writing. This confirmation includes important features of the signed agreement (e.g. quantity, price and period of delivery).
- The Seller shall make the appropriate technical and organisational measures in order to secure the electronic data transfer and ensure a safe digital environment.
- If the acceptance of the offer is subject to reservations or alterations, the agreement shall only come into force once the Seller has confirmed in writing that he agrees with these reservations or deviations.
- Oral commitments by and agreements with the Seller’s subordinates shall only bind the Seller in case the latter has confirmed in writing.
- The Seller shall not be bound by any agreement if the Buyer can reasonably understand that there has been a manifest error or written mistake.
- Each Purchase Agreement shall be entered into under the suspensive condition of sufficient availability of the products concerned.
Article 6 Consumer’s right of withdrawal
- The Consumer may dissolve an agreement regarding the purchase of a product without stating reasons during a reflection period of 14 calendar days after receiving the product (in the event of several products in a single order: after receiving the last product).
- This right of withdrawal shall exclude:
- products manufactured according to consumers’ specifications, which have not been manufactured and which are being manufactured based on Consumers’ individual choices or decisions, or which are clearly intended for a specific person, including all embroidered products;
- sealed products that may not be returned due to health protecting or hygienic measures and whose seal has been removed after delivery;
- products which due to their nature have irreversibly been mixed with other products upon delivery;
- Within 14 days after revoking the right of withdrawal, the consumer shall ship back the product at his own costs, or hand it over to the Seller, including any accessories, in original condition to the extent such is reasonably possible, while observing the Seller’s instructions.
- In case the consumer has paid an amount, the Seller shall proceed with the refund as soon as possible, however within 14 calendar days after reshipment or after the right of withdrawal has been revoked.
Article 7 Payment
- The Buyer shall pay the Seller without suspension or settlement, prior to or upon product delivery. Unless explicitly agreed otherwise in writing, the agreed non-cash payment shall occur within fourteen (14) calendar days of the invoice date.
- If the Seller has a good reason to believe that the Buyer shall not meet his obligations or shall fail to do so on time, the Buyer shall provide satisfactory security forthwith upon the Seller’s initial request and raise this as necessary to ensure compliance with all of his obligations.
- If the Buyer fails to make the payment within the period referred to in article 7.1, he shall be indebted 1% (one percent) interest per month or as much more as the statutory interest (for business Buyers: commercial interest) amounts to for amounts due. A part of a month shall be considered a full month.
- All judicial, extrajudicial and collection costs incurred by the Seller shall be borne by the Buyer. Extrajudicial costs shall be set at 15% (fifteen percent) of the amount claimed, the minimum amount being € 200.00 excluding VAT.
Article 8 Delivery
- The Seller may deliver products in stages.
- In the event of delivery to consumers, the Seller shall remain responsible for risk and damage until delivery.
- In the event of delivery to business Buyers, shipment performed by the Seller shall be at the expense and risk of the business Buyer under uninsured conditions, unless explicitly agreed otherwise. If the Seller is taking care of transportation in the name of (and at the expense and risk of) the business Buyer, he shall charge an additional fee in addition to the costs of shipment.
- Where applicable and at his own expense and risk, the business Buyer shall apply for import and export licenses or any other official authorisation required, as well as meet all Customs formalities for exporting products.
- The Seller shall notify the Buyer on the actual date of delivery once it has been set by the Seller. In case of a phased delivery, the Seller shall inform the Buyer on the date of each delivery.
- The delivery dates indicated by the Seller shall never be regarded as mandatory, however the Seller shall invest best efforts to deliver on time.
- The Seller remains owner of all products delivered, to act as collateral for whatever the Buyer is indebted in respect of the deliveries made by the Seller, including interest and costs. The Buyer shall by no means control products that are subject to the Seller’s retention of title, safe in accordance with its ordinary business operations and the ordinary destination of the products.
Article 9 Inspection upon delivery
- The Buyer is to inspect products upon delivery.
- In case of any defects (e.g. capacity, quality, amount, dimensions), the business Buyer shall notify the Seller in writing within two workdays after delivery, otherwise the Buyer shall be deemed to have received the products purchased without defects. Invisible defects that cannot reasonably be identified within two workdays shall be communicated to the Seller in writing within 14 calendar days after identifying the defect, or after the defect could reasonably have been identified, however no later than within 30 (thirty) days after product delivery.
- If the business Buyer has failed to correctly meet the provision of article 9.2, then each liability shall become null and void.
- Any commercially common or technically unavoidable deviations in terms of colour, dimensions, weight and appearance are not considered to be defects.
- The due date of all claims and defences in respect of the Seller and third parties engaged by the Seller in executing a Purchase Agreement, shall be one (1) year for business Buyers.
Article 10 Warranty
- The Seller shall deliver products according to the specifications, quality and amount stated in the confirmation of the order, ensuring the features the Buyer may expect under customary use based on the agreement.
- The warranty referred to in article 10.1 means that in case of a justifiable complaint, the Seller shall recover products at his discretion, supplement the missing parts or perform a new delivery subject to a return shipment of the defective product.
- The warranty excludes defects to products as a result of ordinary wear, or damage due to circumstances beyond the Seller’s control, including weather conditions or damage inflicted during shipment.
Article 11 Discontinuation
The Seller may discontinue the Purchase Agreement with immediate effect and without a notice or judicial intervention being required, in case of the following:
- The Buyer has been declared bankrupt or the Act on Debt Collection for Natural Persons (WSNP) is declared applicable to him.
- The Buyer has been granted a (provisional) moratorium or his assets are being confiscated.
- The Buyer’s company has been liquidated or discontinued.
- The Buyer fails to meet any payment obligation even though he has received a written notice.
Article 12 Liability and force majeure
- Unless damage follows from the deliberate act or gross negligence of the Seller or his executive staff, the Seller’s liability towards the Buyer shall remain limited to the amount of the purchase price of the delivered products to which the Seller’s liability pertains, and/or, if the Seller is insured against the consequences of injurious incident involved, up to no more than the amount the Seller is to receive from the insurance company.
- The Seller shall never be held liable for indirect loss such as consequential loss, stagnation loss, intangible loss and loss of profit/turnover.
- The Buyer indemnifies the Seller against all third-party liabilities in respect of the products the Seller has delivered to the Buyer, as a result of which these third parties may have sustained a loss.
- The right to compensation shall expire within one year after the incident from which the loss followed and for which the Seller is held liable.
- In the event of force majeure on the part of the Seller, he may either suspend the execution of the Purchase Agreement for no more than six months, or fully or partly discontinue the Purchase Agreement, without being bound to make any compensation payment. Force majeure on the part of the Seller is taken to mean any circumstance beyond the Seller’s control, permanently or temporarily affecting the observance of the Purchase Agreement – to the extent not included in the foregoing – : riots, (industrial) actions, staff shortage, transport problems, fire, weather events, involuntary loss of possession, suppliers failing to deliver materials and products on time, impeding government measures, and all unforeseen circumstances in business operations.
Article 13 Complaints procedure for consumers
- Complaints about the execution of the agreement must be completely and clearly defined and submitted to the Seller, within an appropriate timeframe after the consumer has identified the defects.
- Complaints submitted to the Seller shall be replied to within fourteen calendar days as from the date of receipt. If any complaint requires foreseeably more processing time, the Seller shall reply within fourteen calendar days confirming receipt and indicating when the consumer may expect a more detailed reply.
Article 14 Applicable law and disputes
- All agreements the Seller has entered into and to which these general terms and conditions apply fully or partly, shall exclusively be governed by Netherlands law.
- All disputes between business Buyers and the Seller shall be resolved by the competent court of the Alkmaar District Court. The Seller, however, shall have the right at all times to submit a dispute to the competent court of the domicile of the business Buyer. The Seller may only submit a dispute involving consumers to the residence of the consumer.