Terms of service
Article 1 - Definitions
GENERAL TERMS AND CONDITIONS RETAIL TRADE
1. Winny Clo, having its registered office in Rotterdam, the Netherlands, with the Chamber of Commerce number 82720991, and VAT number: NL003728083B14 , is referred to in these general terms and conditions as the Seller.
2. The other party to the seller is referred to in these general terms and conditions as the purchaser.
3. The parties are the Seller and the Buyer together.
4. The agreement shall refer to the contract of sale between the parties.
Clause 2 - Applicability of general terms and conditions
1. These terms and conditions shall apply to all quotations, offers, agreements and deliveries of services or goods by or on behalf of vendor.
2. Deviations from these terms and conditions are only possible if this has been explicitly agreed in writing by the parties.
Article 3 - Payment
1. The full purchase price is always paid in the store. For reservations, in some cases a deposit is expected. In that case the buyer will receive a proof of the reservation and the advance payment.
2. If the buyer does not pay on time, he is in default. If the buyer remains in default, the seller is entitled to suspend the obligations until the buyer has fulfilled his payment obligation.
3. If the Buyer remains in default, the Seller shall proceed to collect the debt. The costs related to such collection shall be borne by the Buyer. These collection costs shall be calculated in accordance with the Decree on compensation for extrajudicial collection costs.
4. In the event of liquidation, bankruptcy, seizure or suspension of payment of the Buyer, the Seller's claims against the Buyer shall be immediately due and payable.
5. If the buyer refuses to cooperate with the execution of the order by the seller, he is still obliged to pay the agreed price to the seller.
Clause 4 - Offers, quotations and price
1. Offers are without obligation, unless the offer states a period for acceptance. If the offer is not accepted within that period, the offer shall lapse.
2. Delivery times in offers are indicative and, if exceeded, do not entitle the buyer to dissolution or damages, unless the parties have explicitly agreed otherwise in writing.
3. Offers and quotations do not apply automatically to repeat orders. The parties must agree to this explicitly and in writing.
4. The price mentioned in offers, quotations and invoices consists of the purchase price including the VAT due and any other government levies.
Article 5 - Modification of the agreement
1. If during the execution of the agreement it appears that for a proper execution of the assignment it is necessary to change or supplement the work to be done, parties shall adapt the agreement accordingly in good time and in mutual consultation.
2. If the parties agree that the agreement will be amended or supplemented, this may affect the time of completion of the execution. The Seller shall inform the Buyer of this as soon as possible.
3. If the change or supplement to the agreement has financial and/or qualitative consequences, the seller shall inform the buyer thereof in advance in writing.
4. If the parties have agreed to a fixed price, the Seller shall also indicate the extent to which the amendment or supplement to the Agreement will result in an increase in that price.
5. Contrary to the provisions of paragraph 3 of this article, the vendor cannot charge additional costs if the change or supplement is the result of circumstances that can be attributed to him.
Clause 6 - Transfer of risk
1. As soon as the purchaser has taken delivery of the purchased goods, the risk shall pass from vendor to purchaser.
Article 7 - Examination and complaints
1. The purchaser shall be obliged to inspect the goods delivered or have them inspected at the time of delivery or transfer, but in any case within as short a period as possible. In so doing, the purchaser must examine whether the quality and quantity of the goods delivered correspond to what the parties have agreed, or at least whether the quality and quantity meet the requirements applicable to them in normal (commercial) dealings.
2. Complaints relating to damage, shortages, or loss of goods delivered must be submitted in writing to the Seller by the Buyer within 10 working days of the date of delivery of the goods.
3. If the complaint is declared well-founded within the prescribed period, the seller is entitled either to repair or to redeliver or to refrain from delivery and to send the buyer a credit note for that part of the purchase price.
4. The Seller cannot be held responsible for minor deviations and/or deviations common in the sector and differences in quality, color, number, size or finish.
5. Complaints with regard to a certain product will not affect other products or parts belonging to the same agreement.
6. After processing the goods at the buyer's, no complaints will be accepted.
Article 8 - Samples and models
1. If a sample or model has been shown or provided to the purchaser, it is assumed to have been provided only as an indication, without the goods to be delivered necessarily having to correspond to it. This shall not be the case if the parties have expressly agreed that the good to be delivered shall correspond to it.
2. In the case of contracts relating to immovable property, mention of the surface area or other measurements and indications shall also be presumed to have been intended only as an indication, without the good to be delivered having to correspond to it.
Article 9 - Delivery
1. Delivery shall be made 'ex works/store/warehouse'. This means that all costs are for the buyer.
2. The Buyer is obliged to accept the goods at the moment that the Seller delivers them or has them delivered to him, or
The Buyer shall be obliged to accept the goods at the moment that the Seller delivers them or has them delivered to him, or at the moment at which the goods are made available to him in accordance with the agreement.
3. If the Buyer refuses to take delivery or is negligent in the provision of information or instructions necessary for
If the Buyer refuses to take delivery or fails to provide information or instructions necessary for delivery, the Seller shall be entitled to store the goods at the Buyer's expense and risk.
4. If the goods are delivered, the seller is entitled to charge any delivery costs.
5. In the event that the seller needs information from the buyer to execute the agreement, the delivery period shall commence
In the event that the Seller requires information from the Buyer to execute the agreement, the delivery period shall commence after the Buyer has made this information available to the Seller.
6. Any delivery period given by the Seller shall be indicative. It is never a deadline. If the term is exceeded the buyer
If the term is exceeded the buyer must give the seller written notice of default.
7. The seller will be entitled to deliver the goods in parts, unless the parties have agreed otherwise in writing or if partial delivery does not have any independent value.
the partial delivery has no independent value. The vendor is, in case of delivery in parts, entitled to invoice these parts separately.
Article 10 - Exchanges
1. The exchange of purchased items is only possible if the following conditions are met:
the exchange takes place within 14 days after purchase against submission of the original invoice
The product is returned in its original packaging and with the original (price) tags still attached.
The product has not been used.
2. Discounted articles, custom-made or specially adapted for the customer can not be exchanged.
Article 11 - Force majeure
1. If the seller cannot fulfill his obligations under the agreement, or cannot do so on time or properly, due to force majeure, he shall not be liable for any damage suffered by the buyer.
2. The parties shall, in any case, understand force majeure to mean any circumstance which the seller could not take into account at the time of concluding the contract and as a result of which the normal performance of the contract cannot reasonably be required by the buyer, such as illness, war or threat of war, civil war, and riots, acts of war, sabotage, terrorism, power failure, flooding, earthquake, fire, sit-down strike, and riots, acts of war, sabotage, terrorism, energy failure, flooding, earthquake, fire, sit-down strikes, workers' exclusion, modified government measures, transport difficulties, and other disruptions in Seller's business.
3. Furthermore, the parties understand force majeure to mean the circumstance that suppliers on whom the seller depends for the execution of the agreement do not fulfill their contractual obligations vis-à-vis the seller unless this is attributable to the seller.
4. If a situation as referred to above arises as a result of which the seller is unable to meet its obligations towards the buyer, those obligations shall be suspended for as long as the seller is unable to meet its obligations. If the situation referred to in the previous sentence has lasted 30 calendar days, the parties shall be entitled to dissolve the contract in whole or in part in writing.
5. If the force majeure continues for more than three months, the buyer is entitled to dissolve the agreement with immediate effect. Dissolution can only be done by registered letter.
Article 12 - Transfer of rights
1. Rights of a party under this agreement cannot be transferred without the prior written consent of the other party. This provision is considered to be a clause with effect under property law as referred to in article 3:83, paragraph 2, of the Civil Code.
Article 13 - Retention of title and right of retention
1. The goods present at the vendor's premises and the goods and parts supplied shall remain the property of the vendor until the purchaser has paid the agreed price in full. Until that time vendor may invoke his retention of title and take back the goods.
2. If the agreed amounts to be paid in advance are not paid or not paid on time, the seller is entitled to suspend the work until the agreed part is paid. This shall be regarded as default on the part of the creditor. In that case, a delayed delivery cannot be held against the Seller.
3. The Seller shall not be entitled to pledge or otherwise encumber the goods covered by its retention of title.
4. The Seller undertakes to insure the goods delivered to the Buyer subject to his 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 on first demand.
5. If goods have not yet been delivered, but the agreed advance payment or price has not been paid as agreed, the Seller has the right of retention. In that case, the goods shall not be delivered until the Buyer has paid in full and in accordance with the agreement.
6. In the event of the purchaser's liquidation, insolvency, or suspension of payment, the obligations of the purchaser shall be immediately due and payable.
Article 14 - Liability
1. Any liability for damage arising from or related to the execution of an agreement shall always be limited to the amount paid out in the case in question by the liability insurance policy or policies were taken out. This amount shall be increased by the amount of the excess under the policy concerned.
2. Seller's liability for damage resulting from intent or deliberate recklessness on the part of Seller or its managing subordinates is not excluded.
Article 15 - Duty to complain
1. Purchaser is obliged to report complaints about the work performed to the vendor immediately. The complaint shall contain as detailed a description as possible of the shortcoming, so that vendor is able to respond adequately.
2. If a complaint is well-founded, the vendor is obliged to repair and possibly replace the goods.
Article 16 - Intellectual property
1. Winny Clo retains all intellectual property rights (including copyright, patent rights, trademark rights, design rights, etc.) to all products, designs, drawings, writings, data carriers or other information, quotations, images, sketches, models, etc. unless the parties have agreed otherwise in writing.
2. The customer shall not (have) copy, show and/or make available to third parties or otherwise use said intellectual property rights without the prior written consent of Winny Clo.
Article 17 - Applicable Law
1. This agreement between the seller and the buyer is exclusively governed by Dutch law.
2. The applicability of the Vienna Sales Convention is excluded.
3. If in legal proceedings one or more provisions of these general terms and conditions are deemed to be unreasonably onerous, the other provisions shall remain in full force and effect.
3. If one or more provisions of these general terms and conditions are held to be unreasonably onerous in legal proceedings, the other provisions shall remain in full force and effect.
Article 18 - Amendment of general terms and conditions
1. Winny Clo is entitled to amend or supplement these general terms and conditions.
2. Amendments of minor importance may be made at any time.
3. Winny Clo will discuss major changes to the content with the Client in advance to the extent possible.
4. Consumers are entitled to terminate the agreement in the event of a material change to the general terms and conditions.
terminate the agreement in the event of a material change to the general terms and conditions.