Terms of service

GENERAL TERMS AND CONDITIONS OF ONLINE SALES (B2C)

Article 1: Definitions

Gareth & Lucas B.V., located in Groningen, Chamber of Commerce number 81236840, is referred to in these general terms and conditions as seller.
The counterparty of the seller is referred to in these general terms and conditions as buyer.
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.
Deviations from these terms and conditions are only valid if expressly and in writing agreed upon by the parties.

Article 3: Payment

The full purchase price is always paid immediately in the store. In the case of reservations, a deposit may sometimes be required. In that case, the buyer will receive proof of the reservation and the advance payment.
If the buyer does not pay on time, they are in default. If the buyer remains in default, the seller is entitled to suspend obligations until the buyer fulfills their payment obligations.
If the buyer remains in default, the seller will proceed with collection. The costs related to this collection are borne by the buyer. These collection costs are calculated based on the Decision on Compensation for Extrajudicial Collection Costs.
In the event of liquidation, bankruptcy, seizure, or suspension of payment of the buyer, the claims of the seller on the buyer are immediately due and payable.
If the buyer refuses to cooperate in the execution of the order by the seller, they are still obliged to pay the agreed price to the seller.

Article 4: Offers, quotations, and price

Offers are non-binding unless a term for acceptance is stated in the offer. If the offer is not accepted within the stated period, the offer lapses.
Delivery times in quotations are indicative and do not entitle the buyer to dissolution or compensation if exceeded unless expressly and in writing otherwise agreed upon by the parties.
Offers and quotations do not automatically apply to repeat orders. The parties must expressly and in writing agree on this.
The price stated in offers, quotations, and invoices includes the purchase price plus the applicable VAT and other government levies.

Article 5: Right of withdrawal

The consumer has the right to cancel the agreement within 14 days after receipt of the order without providing a reason (right of withdrawal). The term starts from the moment the (entire) order has been received by the consumer.
There is no right of withdrawal if the products are custom-made according to the consumer's specifications or are perishable.
The consumer can use a withdrawal form provided by the seller. The seller is obliged to make this form available immediately upon the buyer's request.
During the reflection period, the consumer must handle the product and packaging with care. They should only unpack or use the product to the extent necessary to determine whether they want to keep it. If they exercise their right of withdrawal, they must return the unused and undamaged product, including all accessories and, if reasonably possible, in the original shipping packaging, to the seller, following the reasonable and clear instructions provided by the seller.

Article 6: Modification of the agreement

If, during the execution of the agreement, it becomes apparent that changes or additions to the work are necessary for proper execution, the parties will timely and mutually adjust the agreement accordingly.
If the parties agree to amend or supplement the agreement, this may affect the time of completion of execution. The seller will notify the buyer of this as soon as possible.
If the modification or addition to the agreement has financial and/or qualitative consequences, the seller will inform the buyer about this in advance in writing.
If the parties have agreed on a fixed price, the seller will indicate the extent to which the modification or addition to the agreement will result in exceeding this price.
Contrary to the provisions of the third paragraph of this article, the seller cannot charge additional costs if the modification or addition is due to circumstances attributable to them.

Article 7: Delivery and transfer of risk

The risk transfers from the seller to the buyer as soon as the purchased item is received by the buyer.

Article 8: Inspection, complaints

The buyer must inspect the delivered goods at the time of (delivery) or at least as soon as possible thereafter. This includes verifying whether the quality and quantity of the delivered goods correspond with the agreement or meet the requirements generally accepted in normal (trade) practice.
Complaints regarding damage, shortages, or loss of delivered goods must be submitted in writing to the seller within 10 working days of delivery.
If the complaint is found to be justified within the stated period, the seller has the right to either repair, replace, or waive delivery and issue a credit note for that part of the purchase price.
Minor and/or industry-standard deviations in quality, quantity, size, or finish cannot be held against the seller.
Complaints concerning a specific product do not affect other products or parts of the same agreement.
Once the goods are processed by the buyer, complaints will no longer 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 solely as an indication without the delivered goods needing to conform to it. This is unless the parties have expressly agreed that the delivered goods will conform to the sample or model.
In agreements concerning immovable property, mentioning the surface area or other dimensions and specifications is also presumed to be an indication only, without the delivered goods needing to conform to it.

Article 10: Delivery

Delivery takes place ‘ex works/store/warehouse.’ This means all costs are borne by the buyer.
The buyer is obligated to take delivery of the goods at the time the seller delivers them or has them delivered, or at the time when the goods are made available to them under the agreement.
If the buyer refuses to take delivery or is negligent in providing information or instructions necessary for delivery, the seller is entitled to store the goods at the buyer’s expense and risk.
If the goods are delivered, the seller is entitled to charge delivery costs.
If the seller requires information from the buyer for the execution of the agreement, the delivery time begins only after the buyer has provided this information to the seller.
A delivery term specified by the seller is indicative. It is never a strict deadline. If the delivery term is exceeded, the buyer must provide written notice of default to the seller.
The seller is entitled to deliver the goods in parts, unless the parties have agreed otherwise in writing or if partial deliveries have no independent value. The seller is entitled to invoice these parts separately.

Article 11: Force majeure

If the seller cannot, cannot timely, or cannot properly fulfill their obligations under the agreement due to force majeure, they are not liable for damages suffered by the buyer.
Force majeure includes, but is not limited to, any circumstance that the seller could not consider at the time of entering into the agreement and as a result of which the normal execution of the agreement cannot reasonably be demanded by the buyer, such as illness, war or war threat, civil war, riots, sabotage, terrorism, power failure, flooding, earthquake, fire, occupation of the company, strikes, lockouts, changed government measures, transport difficulties, and other disruptions in the seller’s business.
Additionally, force majeure includes the situation where the seller depends on suppliers for the execution of the agreement, and these suppliers fail to fulfill their contractual obligations towards 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 their obligations towards the buyer, those obligations will be suspended as long as the seller cannot meet them. If the situation mentioned in the previous sentence lasts for 30 calendar days, both parties are entitled to dissolve the agreement entirely or partially in writing.
If the force majeure lasts longer than three months, the buyer has the right to dissolve the agreement with immediate effect. Dissolution must be done via a registered letter.

Article 12: Transfer of rights

The rights of either party under this agreement cannot be transferred without the prior written consent of the other party. This provision is a clause with proprietary effect as referred to in Article 3:83, paragraph 2 of the Dutch Civil Code.

Article 13: Retention of title and right of retention

Goods present at the seller's premises and goods delivered and parts thereof remain the property of the seller until the buyer has paid the agreed price in full. Until that time, the seller can invoke their retention of title and take back the goods.
If the agreed advance payments are not made or not made on time, the seller has the right to suspend the work until the agreed part has been paid. This constitutes creditor’s default. Late delivery cannot be held against the seller in such a case.
The seller is not authorized to pledge or otherwise encumber goods subject to their retention of title.
The seller undertakes to insure and keep insured the goods delivered under retention of title against fire, explosion, water damage, and theft and to make the policy available for inspection at the buyer’s request.
If goods have not yet been delivered but the agreed advance payment or price has not been made in accordance with the agreement, the seller has the right of retention. The goods will not be delivered until the buyer has fully complied 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 damages resulting from or related to the execution of an agreement is always limited to the amount paid out in the relevant case under the seller’s liability insurance(s). This amount is increased by the policy’s applicable deductible.
The seller’s liability for damages caused by intentional acts or deliberate recklessness by the seller or their managerial subordinates is not excluded.

Article 15: Duty to complain

The buyer is obliged to immediately report complaints regarding the performed work to the seller. The complaint must contain as detailed a description of the shortcoming as possible, allowing the seller to respond adequately.
If a complaint is justified, the seller is obliged to repair and possibly replace the goods.

Article 16: Warranties

If warranties are included in the agreement, the following applies. The seller guarantees that the sold goods comply with the agreement, are free of defects, and are suitable for the intended use by the buyer. This warranty applies for a period of two calendar years after the buyer has received the goods.
The warranty aims to establish a risk allocation between the seller and the buyer, such that the consequences of a breach of warranty are always borne entirely by the seller. The seller cannot invoke Article 6:75 of the Dutch Civil Code regarding a warranty breach, even if the buyer was aware or should have been aware of the breach through inspection.
The warranty does not apply if the defect results from improper or inappropriate use or if the buyer or third parties have made modifications without permission or used the goods for unintended purposes.
If the warranty provided by the seller concerns an item produced by a third party, the warranty is limited to the warranty provided by the producer of the item.

Article 17: Governing law and competent court

Dutch law exclusively applies to every agreement between the parties.
The Dutch court in the district where Gareth & Lucas B.V. is established has exclusive jurisdiction to hear disputes between the parties unless mandatory law dictates otherwise.
The applicability of the United Nations Convention on Contracts for the International Sale of Goods is excluded.
If one or more provisions of these general terms and conditions are deemed unreasonably burdensome in legal proceedings, the remaining provisions remain fully applicable.