Terms and conditions

GENERAL TERMS AND CONDITIONS HEAT SHIELDINGS BV

Article 1: Definitions

Heat Shieldings BV, located in Wognum, Chamber of Commerce number 95315918, is referred to as the seller in these general terms and conditions.
The counterparty of the seller is referred to as the buyer in these general terms and conditions.
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 conditions apply to all quotations, offers, agreements and deliveries of services or goods by or on behalf of the seller.
Deviation from these conditions is only possible if explicitly agreed upon in writing by the parties.

Article 3: Payment

The full purchase price is always paid immediately in the store. For reservations, a deposit may be required in some cases. In that case, the buyer receives 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 his obligations until the buyer has fulfilled his payment obligation.
If the buyer remains in default, the seller will proceed with collection. The costs related to this collection shall be borne by the buyer. These collection costs are calculated based on the Decree on compensation for extrajudicial collection costs.
In case of liquidation, bankruptcy, attachment or moratorium of payment of the buyer, the seller's claims against the buyer are immediately due and payable.
If the buyer refuses to cooperate in 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 for acceptance is mentioned in the offer. If the offer is not accepted within the stipulated term, the offer expires.
Delivery times in quotations are indicative and do not entitle the buyer to dissolution or compensation in case of exceeding, unless explicitly agreed otherwise in writing by the parties.
Offers and quotations do not automatically apply to repeat orders. Parties must explicitly agree this in writing.
The price stated on offers, quotations and invoices consists of the purchase price including the owed VAT and any other government levies.

Article 5: Right of withdrawal

The consumer has the right to dissolve the agreement without giving reasons within 365 days after receiving the order (right of withdrawal). The term begins to run from the moment the (entire) order has been received by the consumer.
There is no right of withdrawal when the products have been custom-made according to his specifications or have a short shelf life.
If you choose to return products, we ask you to report this in advance by notifying us by sending an email to: [email protected]. Please note that you must return products within 14 days after informing us.
During the cooling-off 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 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.
After we have received your return shipment, we will proceed with the assessment of the
returned items and the processing of your refund. The money will be refunded according to the original payment method you used during the purchase, unless otherwise requested. The amount will be refunded within 7 days. The shipping costs for the return are for your own account.

Article 6: Amendment of the agreement

If, during the execution of the agreement, it appears that it is necessary for a proper execution of the assignment to change or supplement the work to be performed, the parties will adapt the agreement accordingly in a timely manner and in mutual consultation.
If the parties agree that the agreement will be changed or supplemented, the completion time of the execution may be affected thereby. The seller will inform the buyer of this as soon as possible.
If the change or supplement to the agreement has financial and/or qualitative consequences, the seller will inform the buyer about this in writing in advance.
If the parties have agreed on a fixed price, the seller will indicate to what extent the change or supplement to the agreement will result in an exceeding 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 due to circumstances attributable to him.

Article 7: Delivery and transfer of risk

As soon as the purchased item has been received by the buyer, the risk transfers from the seller to the buyer.

Article 8: Inspection, complaints

The buyer is obliged to examine the delivered goods at the time of delivery, or at least as soon as possible. In doing so, the buyer should examine whether the quality and quantity of the delivered goods correspond to what the parties have agreed, or at least whether the quality and quantity meet the requirements that apply to them in normal (commercial) traffic.
Complaints regarding damage, shortages or loss of delivered goods must be submitted in writing to the seller by the buyer within 10 working days after the day of delivery of the goods.
If the complaint is declared well-founded within the stipulated period, the seller has the right to either repair, re-deliver, or waive delivery and send the buyer a credit note for that part of the purchase price.
Minor and/or customary deviations in the industry and differences in quality, quantity, size or finish cannot be held against the seller.
Complaints concerning a specific 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.
For consumers, it is possible to submit your dispute for mediation via the WebwinkelKeur Foundation via https://www.webwinkelkeur.nl/kennisbank/consumenten/geschil. From February 15, 2016, it is also possible for consumers in the EU to register complaints via the ODR platform of the European Commission. This ODR platform can be found at http://ec.europa.eu/odr. If your complaint is not yet being handled elsewhere, you are free to submit your complaint via the European Union platform.

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 need for the item to be delivered to conform thereto. This is different if the parties have explicitly agreed that the item to be delivered will conform thereto.
In agreements relating to immovable property, the mention of the surface area or other dimensions and indications is also presumed to be intended only as an indication, without the need for the item to be delivered to conform thereto.

Article 10: Delivery

Delivery takes place 'ex factory/shop/warehouse'. This means that all costs are for the buyer.
The buyer is obliged to take delivery of the goods at the moment the seller delivers them to him or has them delivered, or at the moment these goods are made available to him in accordance with 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 expense and risk of the buyer.
If the goods are delivered, the seller is entitled to charge any delivery costs.
If the seller needs buyer's data for the execution of the agreement, the delivery time commences after buyer has made this data available to seller.
A delivery term stated by the seller is indicative. This is never a firm 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 partial delivery has no independent value. When delivering in parts, the seller is entitled to invoice these parts separately.

Article 11: Force Majeure

If the seller cannot fulfill his obligations under the agreement, not on time or not properly due to force majeure, he is not liable for damages suffered by the buyer.
Force majeure means, in any case, any circumstance that the seller could not have foreseen at the time of entering into the agreement and as a result of which the normal execution of the agreement cannot reasonably be expected by the buyer, such as, for example, illness, war or danger of war, civil war and riots, unrest, sabotage, terrorism, power outage, flood, earthquake, fire, occupation, strikes, lockout, changed government measures, transport difficulties, and other disruptions in the seller's business.
Furthermore, the parties understand force majeure to mean the circumstance that supplying companies on which the seller depends for the execution of the agreement do not 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 his obligations towards the buyer, these obligations shall be suspended for as long as the seller cannot fulfill his 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 whole or in part in writing.
If 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 via a 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 qualifies as a clause with real effect as referred to in article 3:83, paragraph two, of the Dutch Civil Code.

Article 13: Retention of title and right of retention

The goods present at the seller's premises and the delivered goods and parts remain the property of the seller until the buyer has paid the entire agreed price. Until then, the seller can invoke his 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 portion has been paid. In that case, there is creditor default. A delayed delivery cannot then be held against the seller.
The seller is not authorized to pledge or otherwise encumber the goods subject to his 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, as well as against theft, and to make the policy available for inspection upon first request.
If goods have not yet been delivered, but the agreed advance payment or price has not been paid as agreed, the seller has a right of retention. The goods will then not be delivered until the buyer has paid in full and as agreed.
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 related to the execution of an agreement is always limited to the amount paid out in the respective case by the liability insurance(s) concluded.
The seller's liability for damage resulting from intent or deliberate recklessness of the seller or his senior subordinates is not excluded.
All items with chemical components such as spray paint or glues must always be kept away from vulnerable materials. Always take sufficient precautions to protect vulnerable materials. In case of doubt, contact the seller immediately.
If the seller, for whatever reason, is obliged to compensate any damage, the compensation will never exceed an amount equal to the invoice value with regard to the product or service that caused the damage.
Despite the constant care and attention that the seller dedicates to the composition of the website, it is possible that information published on the website is incomplete and/or incorrect.
The use and processing of the seller's products are always at the buyer's own risk, and the seller can never be held liable for this.

Article 15: Duty to complain

The buyer is obliged to report complaints about the work performed directly to the seller. The complaint must contain a description of the defect that is as detailed as possible, so that the seller is able to respond adequately.
If a complaint is well-founded, the seller is obliged to repair and possibly replace the good.

Article 16: Guarantees

If the agreement includes guarantees, the following applies. The seller guarantees that the sold item will conform to the agreement, that it will function without defects, and that it is suitable for the use that the buyer intends for it. This guarantee is valid for a period of one calendar year after receipt of the sold item by the buyer.
The purpose of the aforementioned guarantee is to establish such a risk distribution between the seller and the buyer 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 article 6:75 of the Dutch Civil Code in the event of a breach of a guarantee. The provisions of the previous sentence also apply if the breach was known or could have been known to the buyer through investigation.
The stated guarantee does not apply if the defect has arisen as a result of improper or incorrect use or if - without permission - the buyer or third parties have made 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 the producer.

Article 17: Applicable law and competent court

Dutch law exclusively applies to every agreement between the parties.
The Dutch court in the district where Heat Shieldings is established/practices/has its office is exclusively competent to hear any disputes between the parties, unless the law mandatorily dictates 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 shall remain in full force and effect.

Article 18: Personal data

The seller will process the buyer's data exclusively in accordance with its privacy policy.
The seller will observe the applicable privacy regulations and legislation.

Article 19: Cancellations

In the event that the buyer wishes to cancel an order, or specially ordered products, after an order confirmation and/or payment has taken place, the seller has the right to send the buyer an invoice for the costs incurred by the seller. This includes, among other things, transport costs and administration costs. These costs amount to 15% of the principal sum with a minimum of €25.
The buyer can only cancel the sales agreement by means of a written request. This can be done by fax, letter, or email. Verbal cancellations are not valid. An agreement is only cancelled when a cancellation request has been confirmed in writing by the seller to the buyer.