This is a translation of the Dutch general terms and conditions. In the event of any difference in interpretation, the Dutch version prevails.
Definitions and applicability
1.1 In these terms and conditions, the following definitions apply:
Trader: GP WebTech, sole proprietorship, trading under the name PrestaHaven, established at Paxtonstraat 3N, 8013 RP Zwolle, registered with the Chamber of Commerce under number 08199002.
Website: the website of the Trader at the URL https://prestahaven.com/
User: any visitor to the Website.
Customer: any (legal) person, whether or not registered in the trade register of the Chamber of Commerce in the Netherlands or - if the business is established outside the Netherlands – with an equivalent body (such as the Belgian Trade Register), who holds an account created with the Trader and/or with whom the Trader enters into an agreement or to whom the Trader makes an offer;
1.2 These terms and conditions apply to all offers, quotations, deliveries and agreements of any nature whatsoever between the Trader and the Customer, unless expressly agreed otherwise in writing.
These terms and conditions also apply to all of the Trader's future offers, quotations, deliveries to and agreements with the Customer, unless new or amended general terms and conditions of the Trader apply to them.
1.3 The Customer accepts these general terms and conditions by placing and/or confirming his/her order. The Customer is deemed to have read the general terms and conditions. Any objections to these terms and conditions must be made known in advance in writing/by confirmed e-mail.
1.4 The applicability of any purchasing or other terms and conditions of the Customer is expressly rejected.
1.5 If one or more provisions of these terms and conditions are at any time wholly or partly null and void or are annulled, the remainder of these terms and conditions shall continue to apply in full. The Trader and the Customer shall then consult with each other in order to agree on new provisions to replace the void or annulled provisions, observing the purpose of the original provisions as far as possible.
1.6 If there is any ambiguity regarding the interpretation of one or more provisions of these terms and conditions, they shall be interpreted in accordance with the spirit of these provisions.
1.7 The Trader supplies exclusively to businesses that are registered with the Chamber of Commerce or - if the business is established outside the Netherlands – with an equivalent body. By placing an order, the Customer confirms that it is such a business.
1.8 The Trader reserves the right to amend these general terms and conditions unilaterally. The Customer will then be notified thereof
Quotations
2.1 All offers, quotations and price estimates are without obligation. A quotation or offer lapses if the product to which the quotation or offer relates has in the meantime ceased to be available.
2.2 The Trader expressly reserves the right to change the prices of its products, inter alia where this is necessary pursuant to (statutory) regulations.
2.3 The Trader cannot be held to its quotations or offers if the Customer can reasonably understand that the quotation or offer, or any part thereof, contains an obvious mistake or clerical error.
2.4 A composite price estimate does not oblige the Trader to perform part of the order for a corresponding part of the stated price.
2.5 Offers or quotations do not apply to future orders.
2.6 Information, images and communications provided orally, by telephone or by e-mail, and statements regarding offers and the main characteristics of the products, are (re)produced or made as accurately as possible. However, the Trader does not guarantee that all offers and products fully correspond to the information provided. Deviations cannot, in principle, give rise to compensation and/or termination.
Formation of the agreement
3.1 Subject to the provisions of paragraph 2, the agreement between the Trader and the Customer is concluded at the moment the Customer accepts the offer and fulfils the conditions attached to it.
3.2 If the Customer accepts the offer electronically, the agreement is concluded at the moment an order confirmation - of an order placed by the Customer - has been sent by e-mail to the e-mail address provided by the Customer. The Customer and the Trader expressly agree that, by using electronic forms of communication, a valid agreement is concluded as soon as this order confirmation has been sent to the Customer. To the extent permitted by law, the Trader's electronic files shall serve as presumptive evidence in this respect.
3.3 Oral offers or commitments are not binding on the Trader unless they are confirmed by the Trader in writing within 8 days.
3.4 The Trader has a minimum order value of € 1 (excluding VAT) for orders within the Netherlands and € 1 (excluding VAT) for orders outside the Netherlands. If the Customer places an order below the stated amount, no legally valid agreement shall be deemed to have been concluded, unless agreed otherwise in writing.
3.5 Every agreement is entered into subject to the condition precedent of sufficient availability of the products and/or services concerned.
Changes
4.1 All changes to the original order must be communicated by the Customer to the Trader in good time and in writing. If the Customer communicates its changes to the Trader orally, the risk for the implementation of the changes lies entirely with the Customer.
4.2 Changes to orders already placed may result in any agreed delivery period being exceeded. The Trader cannot be held liable for this.
4.3 Changes to the order already placed may result in a composite price estimate previously provided to the Customer lapsing. The Trader will then provide the Customer with a new price estimate for the new order.
4.4 If the Customer cancels the order, the Customer shall bear all costs incurred by the Trader (including labour and materials), while the Trader shall also be entitled to claim from the Customer all resulting damage, costs, interest and loss of profit.
Prices
5.1 All our prices are in euros and include any additional costs. Prices on the Website are shown excluding VAT. The VAT due is calculated at checkout based on the Customer's country and forms part of the total amount payable, unless agreed otherwise in writing/by confirmed e-mail.
5.2. The prices stated in a quotation or offer are exclusive of VAT and other government levies and of any costs to be incurred in connection with the agreement, including travel and accommodation, shipping and administration costs, unless stated otherwise.
Payment
6.1 Payment must be made prior to delivery of the order.
6.2 If payment has not been made within 30 days of the invoice date, the Customer is in default by operation of law. The Customer shall then owe interest of 1% per month, unless the statutory commercial interest rate is higher, in which case the statutory commercial interest is owed. Interest on the amount due shall be calculated from the moment the Customer is in default until the moment the full amount owed has been paid.
6.3 The Trader is entitled to apply payments made by the Customer first in reduction of the costs, then in reduction of the interest that has fallen due and finally in reduction of the principal sum and the current interest.
6.4 The Trader may, without thereby being in default, refuse an offer of payment if the Customer designates a different order for the allocation of the payment. The Trader may refuse full repayment of the principal sum if the interest that has fallen due, the current interest and the collection costs are not paid at the same time.
6.5 The Customer is never entitled to set off any amount owed by it to the Trader.
6.6 If the Customer is in breach or in default in the (timely) performance of its obligations, all reasonable costs of obtaining payment out of court shall be borne by the Customer. The extrajudicial costs are calculated on the basis of what is customary in Dutch debt collection practice, currently the calculation method under the Dutch Extrajudicial Collection Costs (Standardisation) Act and the associated Decree. However, if the Trader has incurred higher collection costs that were reasonably necessary, the costs actually incurred shall qualify for reimbursement. Any judicial and enforcement costs incurred shall also be recovered from the Customer. The Customer shall also owe interest on the collection costs due.
6.7 Objections to the amount of an invoice do not suspend the payment obligation.
Delivery
7.1 The Trader shall exercise due care in executing orders for products.
7.2 The place of delivery is the address that the Customer has made known to the Trader.
7.3 The Trader shall execute accepted orders with due observance of article 6 and with all due speed, but no later than within 7 days, unless a longer delivery period has been agreed. If delivery is delayed, or if an order cannot be executed or can only be partially executed, the Customer will be notified thereof no later than one month after placing the order. In that case, the Customer has the right to terminate the agreement free of charge.
7.4 In the event of termination in accordance with the previous paragraph, the Trader shall refund the amount paid by the Customer as soon as possible, but no later than within 30 days of termination.
7.5 Once the Trader has offered the order for shipment, the risk of damage to and/or loss of the products lies with the Customer.
Technical problems
8.1 If the Customer cannot use a supplied module because of a technical problem, the Customer shall report this to the Trader as soon as possible, with a description of the problem.
8.2 The Trader shall be given the opportunity to solve the problem within a reasonable period.
8.3 The Trader may instead choose to refund the purchase price of the module concerned to the Customer. By solving the problem or refunding the purchase price, the Trader has fully met its obligations.
Liability and indemnification
9.1 The Trader is never obliged to compensate the Customer or third parties for damage resulting from a defect in the product delivered or from defective delivery, unless there is intent or gross negligence on the part of the Trader. The Trader is never liable for consequential loss or business loss, indirect loss and loss of profit or loss of turnover. If the Trader, for whatever reason, is obliged to compensate any damage, the compensation shall never exceed an amount equal to the invoice value of the product delivered or the service that caused the damage, subject to a maximum of € 2,500.
9.2 Our items are not suitable for use by or on behalf of children, unless expressly stated otherwise. The Customer is therefore not entitled to use the products concerned for products intended for children, or to resell them to children or to third parties who will use them for (products for) children or sell them to children. The Trader is not liable for damage caused by unauthorised/improper use as described in this paragraph.
9.3 The Customer indemnifies the Trader against any claims by third parties (including all reasonable costs associated therewith) who suffer damage in connection with the performance of the agreement, unless the cause of that damage lies in a defect of the module supplied by the Trader.
9.4 If the Trader should be held liable by third parties on that account, the Customer is obliged to assist the Trader both out of court and in legal proceedings and to do without delay everything that may reasonably be expected of it by the Trader in that context. Should the Customer fail to do so, the Trader is entitled to take such action itself without notice of default. All costs and damage incurred by the Trader and third parties as a result shall be borne entirely at the Customer's expense and risk. If the Customer becomes aware of any damage that is or may be caused by a product supplied by the Trader, or of any defect in such a product, it shall inform the Trader thereof immediately.
Force majeure
10.1 In the event of force majeure, the Trader is entitled, without judicial intervention, either to extend all or some delivery periods by the duration of the force majeure, or to terminate the agreement wholly or partly, without the Trader being obliged to pay any compensation.
10.2 Force majeure shall include, among other things: all external causes (foreseen and unforeseen) over which the Trader cannot exercise any influence but as a result of which the Trader is unable to fulfil its obligations, such as strikes, lockouts, fire, traffic disruptions, shortage of raw materials, materials or labour, mobilisation, war, import and/or export restrictions, government measures, non-delivery or late delivery by suppliers or other engaged third parties and the absence of any licence to be obtained from the government. Force majeure also includes disruptions in a (telecommunications) network or connection or the communication systems used and/or the unavailability of the website at any time, or other impeding circumstances beyond the Trader's control.
Intellectual property
11.1 The Customer expressly acknowledges that all intellectual property rights in the displayed information, images, communications or other expressions relating to the products and/or relating to the website are vested in the Trader, its suppliers or other rights holders.
11.2 Intellectual property rights means patent rights, copyright, trademark rights, design rights and/or other (intellectual property) rights, including technical and/or commercial know-how, methods and concepts, whether or not patentable.
11.3 The Customer is prohibited from making use of the intellectual property rights described in this article, including making changes to them, for example by reproduction, without the express prior written permission of the Trader, its suppliers or other rights holders.
Disputes
12.1 All agreements are governed exclusively by Dutch law, even if an obligation is wholly or partly performed abroad.
12.2 The applicability of the Vienna Sales Convention is expressly excluded.
12.3 All disputes arising from offers or agreements, however named, shall be submitted to the competent court in Zwolle (the Netherlands).