General terms and conditions WAES Fashion (Judith van Venrooij BV – Chamber of Commerce No. 58756833)
1. Definitions
WAES Fashion: the private limited liability company under the Laws of the Netherlands Judith van Venrooij BV, also trading under the name WAES Fashion, registered at the Chamber of Commerce under number 58756833.
Customer: the party that wishes to conclude or concludes with the WAES Fashion an agreement.
Parties: WAES Fashion and Customer.
Order: request of Customer to WAES Fashion in whichever form to delivery.
Confirmation: written acceptation of an Order by WAES Fashion.
Agreement: an Order that has been accepted by WAES Fashion.
Delivery: The delivery of goods or services by WAES Fashion.
In writing: written, explicitly also electronic messages such as e-mail.
General Terms and Conditions: present General Terms and Conditions of WAES Fashion, filed with the Chamber of Commerce in Alkmaar, the Netherlands.
2. Applicability
2.1 WAES Fashion trades solely under applicability of the General Terms and Conditions.
2.2 Customer accepts the applicability of the General Terms and Conditions by placing an Order.
2.3 The General Terms and Conditions are applicable with the exclusion of possible general terms and conditions of Customer to all offers of and Agreements with WAES Fashion, unless WAES Fashion deviates explicitly in writing from its General Terms and Conditions.
3. Prices and Agreement
3.1 All price statements are under condition precedent of mistakes/errors, changes and as long as WAES Fashion can deliver the goods.
3.2 All price statements are non-binding and serve solely for information: they can explicitly not lead by acceptation to an obligation of WAES Fashion.
3.3 Price statements are exclusive of VAT and exclusive of costs of shipment/transport.
3.4 WAES Fashion has at all times the right to charge price increase(s) to Customer, as well as to modify its prices on the basis of such circumstances, that when those circumstances would have been known to it at the time of the Confirmation, WAES Fashion would have made other price agreements (including explicitly in-between introduction or increase of levies, customs rates or taxes, currency fluctuations, currency limitations, prices of raw materials, production costs, etc.).
WAES Fashion shall notify Customer in a prevalent case as soon as possible of a price increase, after which Customer is authorised to cancel the Order of the concerned product free of charge, within 8 days after notification by means of a written notification. In the absence of a cancellation, the new price applies between Parties.
3.5 After receipt of an Order, WAES Fashion confirms the Order with which an agreement is concluded.
3.6 As soon as Delivery has taken place, a change or cancellation of the Order free of charge, is not possible anymore. If and as long as no Delivery has taken place, Customer is authorised during 7 days after the date of Confirmation, to change the Order or to cancel it free of charge. After a change, WAES Fashion shall send a new Confirmation, with which however no new term for change shall start.
4. Cancellation
4.1 Customer is in no case authorised to cancel an Order of products that are produced (especially) upon request of Customer.
4.2 For Orders other than referred to in 4.1, applies that if Customer cancels the Order after Delivery or after expiry of the term of 7 days as referred to in 3.6, Customer is then liable to pay 50% of the amount of the invoice of the concerned Order to WAES Fashion. This amount applies as a lump sum-compensation for the damage then suffered by WAES Fashion.
4.3 In case Customer gives WAES Fashion cause to assume that Customer shall come short in the compliance with its obligations, then WAES Fashion is authorised to suspend the Delivery or to cancel Orders, without that WAES Fashion shall, as a consequence thereof, be required to any compensation of damages. In case of cancellation as referred to in this article, Customer is then liable to pay as lump sum-compensation 50% of the amount of the invoice of the concerned Order to WAES Fashion, for the damage then suffered by WAES Fashion.
5. Delivery
5.1 Unless agreed explicitly otherwise in writing, Delivery takes place on the moment of shipment, that means on the moment that the goods are transferred to the transporter.
5.2 Unless agreed explicitly otherwise in writing, transport shall take place for the account and risk of Customer.
5.3 WAES Fashion is at all times authorised to execute an Agreement in parts and to request payment of each partial Delivery. Possible terms for reclamation and due dates, start on the moment of the (partial) Delivery.
5.4 A date/term of delivery is indicative and no fatal term, unless agreed explicitly otherwise in writing. Exceeding of delivery terms, can therefore in no case give cause for Customer to claim compensation of damages, to invalidate or to dissolve the Agreement or other Agreements with WAES Fashion (in whole or in part) or to suspend his payment obligations or to claim set-off.
6. Tolerance
6.1 During the production, deviations can occur between the samples shown at the order and the actual product, for instance in dimensions, colours and design. Such deviations are no ground for Customer to claim compensation of damages, to invalidate or to dissolve the Agreement or other Agreements with WAES Fashion (in whole or in part) or to suspend his payment obligations or to claim set-off.
7. Payment
7.1 Unless explicitly agreed otherwise in writing, the payment term is 10 days after date of the invoice by transfer to the bank account number designated by WAES Fashion.
7.2 Unless explicitly agreed otherwise in writing, Customer is not authorised to set-off with or suspension of payment of invoices of WAES Fashion (for instance because of counter-claims).
7.3 WAES Fashion is each time authorised to request advance payment.
7.4 If WAES Fashion has not received payment within the agreed term, then Customer is in default and from the moment that the payment term has expired, liable to pay the (trade) interest by law.
7.5 If Customer is in default, then:
– Customer loses the right to a possible discount;
– Customer is obliged to, upon first request of WAES Fashion, pay in another manner than by money transfer;
– Customer is obliged, upon first request of WAES Fashion, to provide surety;
– WAES Fashion is authorised to suspend execution of the Agreement or other Agreements with Customer without that this can lead to liability for damages of WAES Fashion.
7.6 When payment has remained absent within the payment term, and WAES Fashion takes out-of-court collection measures, then Customer is liable to pay out-of-court collection costs in the amount of 10% of the total due amount (inclusive of interest), with a minimum of € 250.
7.7 When WAES Fashion after summation proceeds to (letting) take in-court collection measures, then Customer is required to compensate the costs actually made by WAES Fashion, in full.
8. Retention of title
8.1 All goods delivered by WAES Fashion, remain property of WAES Fashion until Customer has fully complied with his payment obligations on the basis of all Agreements.
8.2 Until Customer has fully complied with his payment obligations, Customer is obliged to keep the goods separated from other goods. Customer is furthermore not authorised to encumber the goods (including the vesting of surety rights) and/or to transfer to third parties (under whichever title).
8.3 Until Customer has fully complied with his payment obligations, WAES Fashion has each time the right to take back the delivered goods, and Customer must release the delivered goods upon first request of WAES Fashion without delay to WAES Fashion.
9. Intellectual property
9.1 In all instances, the rights of intellectual property (among others on designs, models, specific materials and colour combinations, photos etc.) remain at all times with WAES Fashion.
9.2 Goods introduced by WAES Fashion into trade, may solely be offered or traded under brands or designations to which WAES Fashion is the entitled party, or under the statement of WAES Fashion’s trade name, in accordance with the written instruction of WAES Fashion.
10. Reclamation and returns
10.1 Customer must report visible defects in writing to WAES Fashion, no later than 5 days after receipt of the goods by Customer, with a detailed description of the defects. In the absence thereof, each right to reclamation is forfeit.
10.2 At the discretion of WAES Fashion, either a replacement article shall be sent to Customer, or a credit note shall be issued.
10.3 Return shipment of products may solely take place after agreements in writing thereto have been made with the WAES Fashion.
11. Dissolution
11.1 In case of (application for) suspension of payment and/or bankruptcy, dissolution, termination of enterprise or death of Customer, Customer is in default, without prior notification.
11.2 Notwithstanding the stipulations in article 7.5, WAES Fashion is in a situation as referred to in 11.1, authorised to suspend the Agreement or to dissolve whether or not in part (out-of-court), without that it becomes liable to pay damages because of it.
11.3 If by Force Majeure the Agreement cannot be executed and if the situation of Force Majeure has lasted longer than six months, or if it has been established that the situation of Force Majeure shall last at least six months, then each of the Parties has the right to dissolve the Agreement for the concerned part. Dissolution must take place in writing with proof of receipt. Concerning a dissolution as referred to in this article, Parties shall not be able to claim compensation of damages from the other party.
11.4 In addition to the lawful stipulations, Parties establish that as Force Majeure in each case shall apply: strike or serious disruption in the enterprise of WAES Fashion or its suppliers, transport difficulties, impeding weather conditions, shortcomings of suppliers of WAES Fashion, unforeseen circumstances as a consequence of which the execution of the agreement becomes impossible at least cumbersome, that compliance in reasonableness cannot be required of WAES Fashion.
11.5 WAES Fashion may also claim Force Majeure, if the circumstance that renders Force Majeure, emerges after delivery should have taken place.
11.6 WAES Fashion is authorised to dissolve the Agreement within 14 days after WAES Fashion acquires knowledge thereof, without that it becomes liable to pay damages as a consequence thereof, if after conclusion of the Agreement the control over (a part of) the enterprise of Customer changes directly or indirectly.
12. (Limitation of) liability
12.1 WAES Fashion accepts no liability for other characteristics of the sold products than that shown from the sales specifications.
12.2 WAES Fashion is in no case liable for direct or indirect damage, including consequential or enterprise damage, loss of profit or turnover, such except for lawful stipulations of mandatory law.
12.3 In case WAES Fashion will be deemed liable, then its liability shall be limited to no more than the total amount of the (partial) commission exclusive of VAT with which the damage correlates/from which the damage derives.
12.4 Each liability of WAES Fashion becomes forfeit if:
– Customer does not check the Delivery directly after receipt;
– Customer does not follow the directions of WAES Fashion with regard to the Delivery;
– the Delivery is not present anymore in its original state;
12.5 Each claim of Customer on WAES Fashion on whichever basis, becomes forfeit (or at least expires) in any case after expiry of one calendar year after Delivery.
13. Consumers/sold/withdrawal
13.1 For each natural person that acts for purposes that fall outside his enterprise or professional activity, (hereinafter “Consumer”), that has concluded a distance agreement with WAES Fashion, applies a lawful reconsideration time of 14 days. This reconsideration time starts on the day after the product is received by Consumer. If Consumer has made an Order that will be delivered in several shipments, then the reconsideration time starts after receipt of the last partial shipment.
13.2 As a distance agreement, applies each agreement that will be concluded between WAES Fashion and a Consumer without simultaneous personal presence of WAES Fashion and Consumer and whereby up to the moment of the conclusion of the agreement, solely use will be made of one or more means for remote communication.
13.3 Consumer can dissolve a distance agreement during 14 days without stating reasons, for instance by notification per e-mail to info@waesfashion.com or via the contact form on the website or by making use of the model-withdrawal form that has been provided by WAES Fashion. WAES Fashion sends a confirmation of receipt as soon as the notification of dissolution has reached it.
13.4 After dissolution of the agreement, Consumer must send back the concerned products within 14 days to WAES Fashion. The costs of shipment are for the account of Consumer. Consumer bears the burden of proof of shipment and the risk of loss during shipment.
13.5 WAES Fashion shall repay within 14 days after dissolution, the purchase amount and the standard delivery costs with the same payment instrument as with which Consumer has paid. Thereby applies that WAES Fashion shall only proceed to payment, after the products have been received by WAES Fashion or after Consumer has demonstrated that he has sent back the product, dependent on which moment cones first in time. If Consumer has chosen for a more expensive method of delivery than the cheapest standard delivery, then WAES Fashion does not have to pay back the additional costs for the more expensive method.
13.6 The products must be returned in original packaging, fitted with cards and labels, and in an unused state. Consumer may only handle and inspect the products during the reconsideration time such as he would be allowed to do so in a shop. Consumer is liable for reduction of value of the product that is the consequence of use of the product that goes further than is required to assess the nature, characteristics and working of the product.
13.7 The reconsideration term does not apply for products that have been made especially upon request of Consumer.
14. Choice of law and court
14.1 Solely the Laws of the Netherlands are applicable to the legal relation between Parties and all disputes between Parties deriving there from or related therewith, and such disputes shall solely be resolved by the competent court of the Netherlands.
14.2 Applicability of the Treaty of the United Nations regarding international purchase agreements concerning movable goods (Vienna Purchase Treaty) is explicitly excluded.
15. Final stipulations
15.1 If a stipulation in an Agreement or the General Terms and Conditions is deemed to be invalid, or is invalidated, then the other stipulations remain nevertheless in force. To the invalid/invalidated stipulations must as much as possible, a comparable meaning be given.
15.2 The General Terms and Conditions have also been stipulated for the benefit of employees and contractors of WAES Fashion.
Bergen aan Zee, the Netherlands, December 2016
