GENERAL TERMS AND CONDITIONS

Article 1 – Definitions

1. PARIVOIR, located in ‘s-Hertogenbosch, Chamber of Commerce number 86514059, is referred to as the seller in these general terms and conditions.
2. The counterparty of the seller is referred to as the buyer in these general terms and conditions.
3. The parties are the seller and the buyer together.
4. The agreement refers to the purchase agreement between the parties.

Article 2 – Applicability of general terms and conditions

1. These terms and conditions apply to all quotations, offers, agreements, and deliveries of services or goods by or on behalf of the seller.
2. Deviations from these terms and conditions can only be agreed upon explicitly and in writing by the parties.
3. The parties explicitly exclude the applicability of any additional and/or deviating general terms and conditions of the customer or third parties.

Article 3 – Payment

1. The full purchase price is always paid immediately in the webshop. In some cases, a deposit is expected for reservations. In that case, the buyer will receive 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 will proceed with collection. The costs associated with that collection are for the account of the buyer. These collection costs will be calculated on the basis of the Decree on compensation for extrajudicial collection costs.
4. In the event of liquidation, bankruptcy, attachment, or suspension of payment of the buyer, the seller’s claims against the buyer become 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.

Article 4 – Offers, quotations, and prices

1. All prices charged by PARIVOIR are in Euros, inclusive of VAT and exclusive of any other costs such as administrative fees, taxes, and shipping or transportation costs, unless expressly stated otherwise or agreed otherwise.
2. PARIVOIR reserves the right to adjust prices for its products or services, as displayed in its store, website, or otherwise, at any time.
3. Increases in prices resulting from increases in the cost prices of products or components thereof, which PARIVOIR could not foresee at the time of making an offer or concluding a contract, may lead to price increases.
4. The consumer has the right to terminate an agreement due to a price increase as referred to in paragraph 3, unless the increase is the result of legal regulations.

5. Offers are non-binding, unless the offer states a term for acceptance. If the offer is not accepted within that period, it will lapse.
6. Delivery times stated in quotations are indicative and do not entitle the buyer to dissolution or compensation for damages in case of exceeding them, unless expressly agreed otherwise in writing by the parties.
7. Offers and quotations do not automatically apply to subsequent orders. The parties must explicitly agree to this in writing.
8. The price mentioned on offers, quotations, and invoices consists of the purchase price, including the VAT and any other government levies due.

Article 5 – Right of withdrawal

1. The consumer has the right to terminate the agreement without giving any reason within 30 days of receiving the order (right of withdrawal). The period starts from the moment the consumer receives the (entire) order.
2. There is no right of withdrawal when the products have been custom-made according to the consumer’s specifications or are perishable.
3. The consumer can use a withdrawal form provided by the seller. The seller is obliged to provide this to the consumer immediately upon request.
4. During the cooling-off period, the consumer will handle the product and packaging with care. They will only unpack or use the product to the extent necessary to determine whether they wish to keep the product. If they exercise their right of withdrawal, they will return the unused and undamaged product with all delivered accessories, and if reasonably possible, in the original shipping packaging to the seller, in accordance with the reasonable and clear instructions provided by the seller.

Article 6 – Amendment of the agreement

1. If it becomes necessary to change or supplement the work to be performed for a proper execution of the assignment during the performance of the agreement, the parties will adjust the agreement accordingly in a timely and mutually agreed manner.
2. If the parties agree to change or supplement the agreement, this may affect the completion time of the execution. The seller will inform the buyer of this as soon as possible.
3. If the change or addition to the agreement has financial and/or qualitative consequences, the seller will inform the buyer in writing in advance.
4. If the parties have agreed on a fixed price, the seller will indicate to what extent the change or addition to the agreement will result in an exceeding of this price.
5. Contrary to the provisions of the third paragraph of this article, the seller cannot charge any additional costs if the change or addition is the result of circumstances that can be attributed to them.

Article 7 – Delivery and transfer of risk

1. As soon as the purchased item is received by the buyer, the risk passes from the seller to the buyer.

Article 8 – Inspection and complaints

1. The buyer is obliged to examine the goods delivered at the time of (delivery), but in any case, as soon as possible after delivery. The buyer must check whether the quality and quantity of the delivered goods correspond to what the parties have agreed, or that the quality and quantity meet the requirements that apply in normal (trade) traffic.
2. Complaints regarding damage, shortages, or loss of delivered goods must be submitted in writing by the buyer to the seller within 1 working day after the day of delivery of the goods.
3. If the complaint is upheld within the prescribed period, the seller has the right either to repair or to deliver again, or to refrain from delivery and send the buyer a credit note for that part of the purchase price.
4. Minor and/or customary deviations and differences in quality, quantity, size, or finish cannot be attributed to the seller.
5. Complaints about a particular product do not affect other products or parts belonging to the same agreement.
6. After the goods have been processed by the buyer, no more complaints will be accepted.

Article 9 – Samples and models

1. If a sample or model has been shown or provided to the buyer, it is presumed to be provided as an indication without the obligation for the delivered goods to correspond to it. This is different if the parties have expressly agreed that the delivered goods will correspond to the sample or model.
2. In agreements regarding real estate, the indication of the area or other dimensions and descriptions is also presumed to be provided as an indication, without the delivered goods having to correspond to it.

Article 10 – Delivery

1. Delivery is made “ex works/store/warehouse”. This means that all costs are for the buyer.
2. The buyer is obliged to take delivery of the goods at the moment the seller delivers or makes them available to him according to the agreement.
3. 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
4. If the goods are delivered, the seller is entitled to charge any delivery costs.
5. If the seller requires information from the buyer for the execution of the agreement, the delivery time starts after the buyer has provided this information to the seller.
6. A delivery time specified by the seller is indicative. This is never a fatal term. If the delivery time is exceeded, the buyer must notify the seller in writing.
7. 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

1. If the seller cannot, not in time, or not properly fulfill his obligations under the agreement due to force majeure, he is not liable for damage suffered by the buyer.
2. Force majeure means any circumstance that the seller could not reasonably have taken into account at the time of entering into the agreement, and as a result of which the normal performance of the agreement cannot be expected by the buyer, such as illness, war or the danger of war, civil war and rioting, acts of terrorism, energy disruptions, floods, earthquakes, fire, occupation of the company, strikes, labor lockouts, changed government measures, transportation difficulties, and other disturbances in the seller’s business.
3. Furthermore, the parties consider it force majeure if suppliers on whom the seller depends for the execution of the agreement do not meet their contractual obligations to the seller, unless this is attributable to the seller.
4. If a situation as referred to above occurs as a result of which the seller cannot fulfill his obligations to the buyer, those obligations will be suspended 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 writing, in whole or in part.
5. If force majeure lasts longer than three months, the buyer has the right to terminate the agreement immediately. Termination can only be made by registered letter.

Article 12 – Transfer of Rights

1. The rights of a party under this agreement may not be transferred without the prior written consent of the other party. This provision shall be considered as a provision with proprietary effect as referred to in Article 3:83, second paragraph, of the Dutch Civil Code.

Article 13 – Retention of Title and Right of Retention

1. The goods present with the seller and the goods and parts delivered shall remain the property of the seller until the buyer has paid the entire agreed price. Until then, the seller may invoke his retention of title and reclaim the goods.
2. .If the agreed amounts to be paid in advance are not or not paid on time, the seller has the right to suspend the work until the agreed part has been paid. This is considered creditor default. A delayed delivery cannot be attributed to the seller in this case.
3. The seller is not authorized to pledge or otherwise encumber the goods falling under his retention of title.
4. The seller undertakes to insure and keep insured the goods delivered to the buyer under retention of title against fire, explosion and water damage as well as theft, and to provide the policy for inspection upon first request.
5. If goods have not yet been delivered, but the agreed advance payment or price has not been paid in accordance with the agreement, the seller has the right of retention. The goods will not be delivered until the buyer has paid in full and in accordance with the agreement.
6. .In the event of liquidation, insolvency, or suspension of payments by the buyer, the buyer’s obligations become immediately due and payable.

Article 14 – Liability

1. Any liability for damages resulting from or related to the performance of an agreement is always limited to the amount paid out by the liability insurance(s) concluded in the relevant case. This amount is increased by the amount of the deductible according to the relevant policy.
2. The seller’s liability for damages resulting from intent or conscious recklessness of the seller is not excluded.

Article 15 – Complaint Obligation

1. The buyer is obliged to report complaints about the work performed to the seller immediately. The complaint contains a description of the deficiency as detailed as possible so that the seller can respond adequately.
2. If a complaint is well-founded, the seller is obliged to repair the defect and, if necessary, replace the goods.

Article 16 – Warranties

1. If warranties are included in the agreement, the following shall apply. The seller guarantees that the sold goods comply with the agreement, that they will function without defects, and that they are suitable for the use that the buyer intends to make of them. This warranty applies for a period of one year after receipt of the sold goods by the buyer.
2. The warranty mentioned is intended to establish such a risk distribution between the seller and the buyer that the consequences of a breach of a warranty always fully fall within the responsibility and risk of the seller, and that the seller can never invoke Article 6:75 of the Dutch Civil Code with regard to a breach of a warranty. The foregoing shall also apply if the breach was known or could have been known to the buyer by conducting an investigation.
3. The aforementioned warranty does not apply if the defect has arisen as a result of improper or unauthorized use or if the buyer or third parties have made changes or attempted to make changes without permission or have used the purchased goods for purposes for which they are not intended.
4. If the warranty provided by the seller relates to goods produced by a third party, the warranty is limited to the warranty provided by that producer.

Article 17 – Intellectual Property

1. PARIVOIR retains all intellectual property rights (including copyrights, patents, trademarks, design and model rights, etc.) in all products, designs, drawings, writings, data carriers or other information, quotations, images, sketches, models, mock-ups, etc., unless parties have agreed otherwise in writing.
2. The customer may not copy, show or provide to third parties, or otherwise use the mentioned intellectual property rights without prior written consent from PARIVOIR.

Article 18 – Amendment of the General Terms and Conditions

1. PARIVOIR is entitled to amend or supplement these general terms and conditions.
2. Minor changes can be made at any time.
3. PARIVOIR will discuss significant substantive changes with the customer as much as possible in advance.
4. Consumers are entitled to terminate the agreement in the event of a significant change in the general terms and conditions.

Article 19 – Applicable Law and Jurisdiction

1. The law of the Netherlands applies exclusively to any agreement between the parties.
2. The Dutch court in the district where PARIVOIR is located has exclusive jurisdiction to hear any disputes between the parties, unless the law prescribes otherwise.
3. The applicability of the Vienna Sales Convention is excluded.
4. If one or more provisions of these general terms and conditions are deemed unreasonably onerous in a judicial procedure, the remaining provisions remain in full force and e