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Conditions of Use

Privacy Policy: By agreeing to these GENERAL TERMS AND CONDITIONS (ticked) you automatically and simultaneously agree to our PRIVACY POLICY, as described on the PRIVACY-VOOIRWAARDEN banner of this website.

 

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Article 1. General

1. These terms and conditions apply to every offer, quotation and agreement between ROSA SUNSHINE, registered with the Chamber of Commerce in Alkmaar under number 37104729, hereinafter referred to as "User", and a Counterparty to which User has declared these conditions applicable, to the extent that these conditions have not been deviated explicitly and in writing by the parties.

2. The present conditions also apply to agreements with User, for the implementation of which the User must involve third parties.

3. These general terms and conditions have also been written for the employees of the User.

4. The applicability of any purchase or other conditions of the Other Party is explicitly rejected.

5. If one or more provisions in these general terms and conditions at any time wholly or partially become null and void or become void, then the other provisions in these general terms and conditions apply in full. User and the other party will then enter into consultation in order to agree on new provisions to replace the void or void provisions, whereby as much as possible the purpose and intent of the original provisions are taken into account.

6. If there is a lack of clarity regarding the interpretation of one or more provisions of these general terms and conditions, the explanation must take place 'in the spirit' of these provisions.

7. If a situation arises between the parties that is not regulated in these general terms and conditions, this situation must be assessed in the spirit of these general terms and conditions.

8. If the User does not always demand strict compliance with these conditions, this does not mean that the provisions thereof do not apply, or that the User would in any degree lose the right to demand strict compliance with the provisions of these conditions in other cases. .

 

Article 2. Quotations and offers

1. All quotations and offers from the User are free of obligation, unless a deadline for acceptance has been set in the offer. The prices as shown in the on-line catalog, offers, offers and otherwise of the User, are subject to misprints or printing errors. Prices, quotations, offers and otherwise lapse if the product to which the prices, offers, quotations or otherwise relate in the meantime is no longer available.

2. User can not be held to his offers or offers or prices or otherwise if the Counterparty can reasonably understand that the quotations or offers or prices or otherwise, or a part thereof, contains an obvious mistake or error.

3. The prices stated by the User are exclusive of VAT and other government levies, and excluding any shipping costs. Any shipping costs will be mentioned separately by the User.

4. If the acceptance (whether or not on minor points) deviates from the offer included in the quotation or offer, the User is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless User indicates otherwise.

5. A composite quotation does not oblige the User to perform part of the assignment against a corresponding part of the stated price. Offers, prices, quotations or otherwise do not automatically apply to future orders.

 

Article 3. Contract term: delivery periods, execution and amendment of the agreement

1. The agreement between the User and the Other Party is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.

2. If a period has been agreed or stated for the completion of certain work or for the delivery of certain goods, this is never a strict deadline. In the event that a period is exceeded, the Other Party must therefore give User notice of default in writing. User must be offered a reasonable period in which to still execute the agreement.

3. If the User requires information from the Other Party for the execution of the agreement, the execution period shall not commence earlier than after the Other Party has made it available to the User correctly and completely.

4. Delivery will be made by the User's business. The Other Party is obliged to take delivery of the goods at the moment they are made available to it. If the Other Party refuses to take delivery or is negligent with the provision of information or instructions that are necessary for the delivery, the User is entitled to store the goods at the expense and risk of the Other Party.

5. User has the right to have certain work done by third parties, including sending of goods.

6. The User is entitled to execute the agreement in various phases and to invoice the thus executed part separately.

7. If the agreement is executed in phases, the User can suspend the execution of those parts that are suspended until a subsequent stage until the Other Party has approved the results of the preceding phase in writing.

8. If it becomes apparent during the execution of the agreement that it is necessary for a proper execution thereof to change or supplement it, the parties shall proceed to the adjustment of the agreement in time and in mutual consultation. If the nature, scope or content of the agreement, whether or not at the request or instruction of the Other Party, of the competent authorities et cetera, is changed and the agreement is thereby amended qualitatively and / or quantitatively, this may also have consequences. for what was originally agreed. As a result, the originally agreed amount can be increased or decreased. User will make a quotation of this as much as possible in advance. By an amendment to the agreement, the originally stated term of execution can be changed. The Other Party accepts the possibility of changing the agreement, including the change in price and term of execution.

9. If the agreement is changed, including a supplement, then the User is entitled to perform this first after it has been approved by the person responsible within the User and the Other Party has agreed to the price stated for the performance and other conditions , including the then to be determined time at which it will be executed. The non-execution or non-immediate performance of the amended agreement does not constitute a default of the User and is also no reason for the Other Party to terminate the agreement. Without being in default, User may refuse a request to amend the agreement, if this could have qualitative and / or quantitative consequences, for example for the work to be performed or the goods to be delivered.

10. If the Other Party is in default in the proper performance of what he is obliged to User, then the Other Party is liable for all damage (including costs) on the part of the User thereby directly or indirectly.

 

Article 4. Suspension, dissolution and premature termination of the agreement

1. User is entitled to suspend the fulfillment of the obligations or to dissolve the agreement if:

- the Other Party does not, not fully or not timely fulfill the obligations under the agreement;

- after concluding the contract User learns of circumstances giving good ground to fear that the other party will not fulfill the obligations;

- the Other Party was requested at the conclusion of the agreement to provide security for the fulfillment of its obligations under the agreement and this security is not provided or is insufficient;

- If due to the delay on the part of the Other Party the User can no longer be required to fulfill the agreement against the originally agreed conditions, the User is entitled to dissolve the agreement.

2. The User is furthermore entitled to dissolve the agreement if circumstances arise which are of such a nature that fulfillment of the agreement is impossible or if circumstances arise which are of such a nature that the unaltered maintenance of the agreement can not reasonably be invoked by the User. be required.

3. If the agreement is dissolved, the claims of User on the Other Party are immediately due and payable. If User

the performance of the obligations is suspended, he retains his rights under the law and agreement.

4. If the User proceeds to suspension or dissolution, he is in no way obliged to pay compensation for damage and costs in any way whatsoever.

5. If the dissolution is attributable to the Other Party, the User is entitled to compensation of the damage, including costs, arising directly and indirectly.

6. If the Other Party does not comply with its obligations under the agreement and this non-fulfillment justifies dissolution, then User is entitled to dissolve the agreement immediately and with immediate effect without any obligation on his part to pay any compensation or compensation, while the Other Party, due to breach of contract, compensation or compensation is required.

7. If the agreement is prematurely terminated by the User, the User shall, in consultation with the Other Party, arrange for the transfer of work still to be performed to third parties. This unless the cancellation is attributable to the Other Party. If the transfer of activities entails additional costs for the User, these will be charged to the Other Party. The Other Party is obliged to pay these costs within the specified period, unless the User indicates otherwise.

8. In the event of liquidation, (application for) suspension of payment or bankruptcy, of attachment - if and insofar as the attachment is not lifted within 3 months - at the expense of the Other Party, of debt restructuring or any other circumstance as a result of which the Other Party does not the User is free to terminate the agreement freely and with immediate effect or to cancel the order or agreement, without any obligation on his part to pay any compensation or indemnification. The User's claims against the Other Party are immediately due and payable in that case.

9. If the Counterparty cancels an ordered order in whole or in part, the ordered or prepared items, plus any delivery and delivery costs thereof and the labor time reserved for the execution of the agreement, will be fully charged to the Counterparty. are being brought.

 

Article 5. Force majeure

1. The User is not obliged to fulfill any obligation towards the Counterparty if he is prevented from doing so as a result of a circumstance that is not due to fault, and still under the law, a legal act or in force

views are for his account.

2. Force majeure means in these general terms and conditions, in addition to what is understood in the law and jurisprudence, all external causes, foreseen or not foreseen, on which User can not exert influence, but as a result of which User is unable to fulfill his obligations. to come. Strikes in the company of User or third parties included. User also has the right to invoke force majeure if the circumstance preventing (further) performance of the agreement occurs after User should have fulfilled his obligation.

3. During the period that the force majeure lasts, User can suspend the obligations from the agreement. If this period lasts longer than two months, then each of the parties is entitled to dissolve the agreement without any obligation to compensate the other party for damage.

4. Insofar as the User has now partially fulfilled his obligations under the agreement at the time of the occurrence of force majeure, and if the fulfillment or fulfillment of the partially fulfilled value is fulfilled, the User is entitled to invoice the part already fulfilled or to be fulfilled separately. The Other Party is obliged to pay this invoice as if it were a separate agreement.

 

Article 6. Payment and collection costs

1. Payment must be made in a manner to be indicated by the User in the currency in which the invoice is made, unless otherwise specified by the User in writing. For goods (products) that are transferred to the Counterparty or his or her agent or representative or Chauffeur on the cash & carry address of the User, the payment of the relevant invoice must take place during surrender of the goods. This can be done by handing over cash or using a pin transaction by name and bank account number of User. For business (products) that are ordered online in Users web shop, full prepayment must be made during on-line ordering. This can be done by transferring the relevant invoice amount in full through internet banking or by making use of the payment option offered by the User by iDEAL or Paypal. The execution of the order placed by the Other Party takes place after the relevant invoiced amount has been credited to the User's bank account, as it has been published on the User's website and in the agreed currency.

2. If the Counterparty remains in default in the timely payment of the invoice, then the Counterparty is legally in default. The Other Party then owes interest of 1% per month, unless the statutory interest is higher, in which case the statutory interest is due. The interest on the due and payable amount will be calculated from the moment that the Counterparty is in default to the

moment of payment of the full amount due.

3. The User is entitled to have the payments made by the Other Party go first of all to reduce the costs, then to reduce the interest still due and finally to reduce the principal sum and the current interest.

4. User can, without being in default, refuse an offer of payment if the Counterparty designates a different order for the allocation of the payment. The User can refuse full payment of the principal sum, if not also the vacant and current interest. and collection costs are met.

5. The Counterparty is never entitled to set off the amount due by it to User.

6. Objections against the height of an invoice do not suspend the payment obligation. The Other Party that does not appeal to Section 6.5.3 (Articles 231 to 247 of Book 6 BW) is also not entitled to suspend the payment of an invoice for any other reason.

7. If the Other Party is in default or omission in the (timely) fulfillment of its obligations, then all reasonable costs incurred in obtaining payment out of court are at the expense of the Other Party. The extrajudicial costs are calculated on the basis of what is customary in Dutch debt collection practice, currently the calculation method according to Rapport Voorwerk II. If, however, the User has incurred higher costs for collection that were reasonably necessary, the costs actually incurred will be eligible for reimbursement. Any legal and execution costs incurred will also be recovered from the Other Party. The Other Party also owes interest on the collection costs due.

 

Article 7. Retention of title

1. All goods delivered by the User in the context of the agreement remain the property of the User until the Other Party has properly fulfilled all obligations arising from the agreement (s) concluded with the User.

2. Goods delivered by the User that fall under the retention of title pursuant to paragraph 1 may not be resold and may never be used as a means of payment. The Other Party is not authorized to pledge the items that fall under the retention of title or to encumber them in any other way.

3. The Counterparty must always do everything that can reasonably be expected of him to secure the property rights of the User.

4. If third parties seize goods delivered under retention of title or want to establish or assert rights thereon, then the Other Party is obliged to immediately inform User of this.

 

Article 8. Defects, research and complaints, limitation period

1. The items to be delivered by the User meet the usual requirements and standards that can reasonably be set at the time of delivery and for which they are intended for normal use in the Netherlands.

2. Any form of guarantee will lapse if a defect arises as a result of or ensues from injudicious or injudicious

improper use of it. The Other Party is also not entitled to warranty if the defect is caused by or

consequence of circumstances where User can not exercise influence, including weather conditions (such as, for example, but not limited to extreme rainfall or temperatures), et cetera.

3. The Other Party is obliged to inspect the delivered goods or to have them inspected immediately at the time the items are made available to him. The Counterparty should also examine whether the quality and / or quantity of the delivered goods corresponds with what has been agreed and meets the requirements that the parties have agreed on in this respect. Any visible defects must be reported to User in writing within 3 days after delivery. Any non-visible defects must be reported to the User in writing immediately, but in any case no later than 7 days after delivery. The report must contain as detailed a description as possible of the defect, so that the User is able to respond adequately. The Other Party must give the User the opportunity to investigate a complaint.

4. If the Counterparty complains in time, this does not suspend its payment obligation. In that case, the Other Party also remains obliged to purchase and pay for the other ordered items.

5. If a defect is reported later, the Other Party will no longer be entitled to repair, replacement or compensation.

6. If it is established that a case is defective and has been filed in a timely manner, then the User will return the defective item within a reasonable period of time after receiving it or, if returning is not reasonably possible, written notification regarding the defect by the Other Party, at User's discretion. , replace or take care of repair thereof or pay replacement fee to the Other Party. In the event of replacement, the Other Party is obliged to return the replaced item to User and to provide ownership to User for this, unless User indicates otherwise.

7. If it is established that a complaint is unfounded, then the costs thereby incurred, including the research costs, on the part of the User thereby, are entirely at the expense of the Other Party.

 

Article 9. Liability

1. If User is liable, then this liability is limited to what is regulated in this provision.

2. User is not liable for damage, of whatever nature, caused because User has assumed incorrect or incomplete information provided by or on behalf of the Other Party.

3. If User is liable for any damage, the liability of User is limited to a maximum of the invoice value of the order, at least to that part of the order to which the liability relates.

4. The User's liability is in any case always limited to the amount of the payment from his insurer, if any.

5. User is only liable for direct damage.

6. Direct damage is exclusively understood to mean the reasonable costs for determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions, any reasonable costs incurred in connection with the defective performance of the User. to have the agreement answered, to the extent that these can be attributed to the User and reasonable costs incurred to prevent or limit damage, insofar as the Other Party demonstrates that these costs have led to a limitation of direct damage as referred to in these general terms and conditions.

7. User shall never be liable for indirect damage, including consequential loss, lost profit, missed savings and damage due to business stagnation.

8. The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence of the User or his managerial subordinates.

 

Article 10. Risk transition

1. The risk of loss, damage or loss of value shall pass to the Other Party at the time when goods are brought into the control of the Other Party to the Other Party.

 

Article 11. Indemnity

1. The Other Party indemnifies the User against any claims from third parties that suffer damage in connection with the performance of the agreement and whose cause is attributable to others than the User.

2. If the User should be held liable by third parties for this reason, then the Other Party is obliged to assist User both in and out of court and to immediately do everything that may be expected of him in that case. If the Other Party fails to take adequate measures, then User is entitled to proceed to it himself, without notice of default. All costs and damage on the part of the User and third parties as a result, are fully for the account and risk of the Other Party.

 

Article 12. Intellectual property

1. The User reserves the rights and powers that accrue to him on the grounds of the Copyright Act and other intellectual laws and regulations.

 

Article 13. Applicable law and disputes

1. All legal relationships to which the User is a party are exclusively governed by Dutch law, even if an obligation is fully or partially executed abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.

2. The court in the place of business of the User is exclusively authorized to take cognizance of disputes, unless the law prescribes otherwise. Nevertheless, the User has the right to submit the dispute to the competent court according to the law.

3. The parties will first appeal to the court after they have made every effort to settle a dispute in mutual consultation.