GENERAL TERMS AND CONDITIONS ONLINE SALES (B2C)
Article 1: Definitions
First Adventures is registered in Amsterdam, the Netherlands, with the Chamber of Commerce number 90502566, is referred to in these general terms and conditions as seller.
The other party to these general terms and conditions is referred to as the buyer.
The parties are the seller and the buyer together.
The Agreement shall be understood to mean the purchase agreement between the parties.
Article 2: Applicability of general terms and conditions
These terms and conditions shall apply to all quotations, offers, agreements and deliveries of services or goods by or on behalf of the Seller.
Deviation from these terms and conditions is only possible if such has been explicitly agreed in writing by the parties.
Article 3: Payment
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.
If the buyer does not pay on time, he is in default. If the purchaser remains in default, the seller is entitled to suspend his obligations until the purchaser has met his payment obligation.
If the purchaser remains in default, the seller shall proceed to collect. The costs related to such collection shall be borne by the purchaser. These collection costs are calculated on the basis of the Decree on compensation for extrajudicial collection costs (Besluit vergoeding voor buitengerechtelijke incassokosten).
In the event of purchaser's liquidation, bankruptcy, attachment or suspension of payment, the claims of vendor against purchaser shall be immediately due and payable.
If the Purchaser refuses to cooperate in the execution of the order by the Vendor, he shall still be bound to pay the agreed price to the Vendor.
Article 4: Offers, quotations and price
Offers are without obligation, unless the offer states a period for acceptance. If the offer is not accepted within that period, the offer expires.
Delivery times in offers are indicative and, if exceeded, do not entitle the buyer to dissolution or compensation, unless the parties have explicitly agreed otherwise in writing.
Offers and quotations do not automatically apply to repeat orders. The parties must agree to this explicitly and in writing.
The price mentioned in offers, quotations and invoices consists of the purchase price including the VAT due and any other government levies.
Article 5: Right of withdrawal
After receiving the order, the consumer has the right to dissolve the agreement within 30 days without giving reasons (right of withdrawal). The period shall start from the moment the (complete) order is received by the consumer.
There is no right of withdrawal if the products have been custom-made according to the consumer's specifications or only have a short shelf life.
The consumer can use a withdrawal form from the seller. The seller is obliged to make this available to the consumer immediately after the consumer's request.
During the cooling-off period the consumer will treat the product and its packaging with care. He will only unpack or use the product to the extent necessary to be able 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 supplied and - if reasonably possible - in the original packaging to the Vendor, in accordance with the reasonable and clear instructions provided by the Vendor.
Article 6: Amendment of the Agreement
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 activities to be carried out, the parties shall, in a timely manner and in mutual consultation, amend the agreement accordingly.
If the parties agree that the agreement will be amended or supplemented, this may influence the time of completion of the execution. The Seller shall 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 shall inform the Buyer thereof in writing in advance.
If the parties have agreed on a fixed price, Seller shall indicate in that connection to what extent the amendment or supplement to the Agreement will result in an increase of that price.
Contrary to the provisions of the third paragraph of this article, the Vendor cannot charge any additional costs if the alteration or addition is the result of circumstances that can be attributed to him.
Article 7: Completion and transfer of risk
As soon as the Purchaser has taken delivery of the purchased item, the risk shall pass from the Vendor to the Purchaser.
Article 8: Inspection, complaints
- 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 doing so, the purchaser must examine whether the quality and quantity of the goods delivered corresponds to what the parties have agreed, or at least whether the quality and quantity comply with the requirements applicable to them in normal (commercial) dealings.
- Complaints regarding damage, shortages or loss of goods delivered must be submitted to the seller in writing within 10 working days of the date of delivery of the goods by the buyer.
- If the complaint is declared well-founded within the prescribed period, the seller is entitled either to repair or redeliver, or to refrain from delivery and to send the buyer a credit note for that part of the purchase price.
- Minor and/or industry-standard deviations and differences in quality, quantity, size or finish cannot be held against the Seller.
- Complaints regarding a certain product do not affect other products or parts of the same agreement.
- No complaints shall be accepted after the goods have been processed at the buyer's premises.
Article 9: Samples and Models
- If a sample or model has been shown or provided to the buyer, it is assumed to have been provided only as an indication, without the item to be delivered having to correspond to it. This shall not apply if the parties have expressly agreed that the item to be delivered shall correspond to it.
- In the case of contracts relating to immovable property, the surface area or other measurements and indications are also presumed to have been provided merely as an indication, without the item to be delivered having to correspond to it.
Article 10: Deliver
- Delivery shall be made 'ex works/store/warehouse'. This means that all costs are for the buyer.
- The Purchaser shall be obliged to accept the goods at the moment that the Vendor delivers them or has them delivered to him, or at the moment at which these goods are made available to him in accordance with the Agreement.
- If the purchaser refuses to take delivery or fails to provide information or instructions necessary for the delivery, the seller shall be entitled to store the goods at the purchaser's expense and risk.
- If the goods are delivered, vendor shall be entitled to charge any delivery costs.
- If selling party needs information of purchaser for the execution of the agreement, the delivery time will start after purchaser has made this information available to selling party.
- Any delivery period given by the Seller shall be indicative. It is never a deadline. If the term is exceeded the buyer must give the seller written notice of default.
- The Seller shall 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. In the event of delivery in parts the Vendor shall be entitled to invoice such parts separately.
Article 11: Force majeure
- If the Seller is unable to fulfil its obligations under the Agreement, or is unable to do so on time or properly, due to force majeure, it shall not be liable for any damage suffered by the Purchaser.
- The parties shall in any case understand force majeure to mean any circumstance which the Vendor 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 Purchaser, such as illness, war or threat of war, civil war and riots, acts of war, sabotage, terrorism, energy failure, flooding, earthquake, fire, sit-down strikes, workers' exclusion, amended government measures, transport difficulties and other disruptions in the Vendor's business.
- The parties also understand force majeure to mean the circumstance that suppliers on whom the seller depends for the execution of the agreement do not fulfil 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 fulfil its obligations vis-à-vis the Buyer, those obligations shall be suspended for as long as the Seller is unable to fulfil 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.
- In the event that the force majeure lasts longer than three months, the buyer shall be entitled to dissolve the agreement with immediate effect. Dissolution can only be done by registered letter.
Article 12: Transfer of rights
Rights of a party from this agreement cannot be transferred without the prior written consent of the other party. This provision shall be deemed to be a clause under property law as referred to in Section 3:83(2) of the Dutch Civil Code.
Article 13: Retention of title and right of retention
- The goods present at the Vendor's premises and the goods and parts supplied shall remain the Vendor's property until the Purchaser has paid the agreed price in full. Until that time the Vendor may invoke his retention of title and take back the goods.
- 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, late delivery cannot be held against the Seller.
- The Seller shall not be authorised to pledge or otherwise encumber goods subject to its retention of title.
- The seller undertakes to insure the goods delivered to the buyer under 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 demand.
- 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. The goods shall then not be delivered until the purchaser has paid in full and in accordance with the agreement.
- In the event of purchaser's liquidation, insolvency or suspension of payment, the obligations of purchaser shall be immediately due and payable.
Article 14: Liability
- 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 relevant case by the liability insurance policy or policies taken out. This amount shall be increased by the amount of the excess under the relevant policy.
- The Seller's liability for damage resulting from intent or deliberate recklessness on the part of the Seller or its managing subordinates is not excluded.
Article 15: Duty to complain
- The Purchaser shall be obliged to notify the Seller immediately of any complaints concerning the work carried out. The complaint shall contain as detailed a description as possible of the shortcoming, so that the Seller is able to respond adequately.
- If a complaint is well-founded, the Seller shall be obliged to repair and possibly replace the goods.
Article 16: Guarantees
- If the Agreement contains any guarantees, the following shall apply. The Seller warrants that the goods sold are in conformity with the contract, that they will function without defects and that they are suitable for the use the Purchaser intends to make of them. This guarantee is valid for a period of two calendar years after receipt of the goods sold by the buyer.
- The aforementioned guarantee is intended to create a risk distribution between the Seller and the Buyer such that the consequences of a breach of guarantee are always fully at the Seller's expense and risk and that the Seller can never invoke Section 6:75 of the Dutch Civil Code in respect of a breach of guarantee. The provisions of the previous sentence also apply if the Buyer was aware or could have been aware of the breach by conducting an investigation.
- The said guarantee does not apply if the defect has arisen as a result of injudicious or improper use or if - without permission - buyer or third parties have made changes or tried to make changes or have used the purchased goods for purposes for which they are not intended.
- If the guarantee provided by the Vendor relates to a good produced by a third party, the guarantee is limited to that provided by the manufacturer.
Article 17: Applicable law and competent court
- Any agreement between the parties shall be exclusively governed by Dutch law.
- The Dutch court in the district where First Adventures has its registered office/practice is exclusively competent to take cognisance of any disputes between the parties, unless the law imperatively dictates otherwise.
- The applicability of the Vienna Sales Convention is excluded.
- If in a judicial procedure one or more provisions of these terms and conditions are considered unreasonably onerous, the other provisions remain in full force.