Terms And Conditions

Article 1 – General
By filing these general terms and conditions with the Chamber of Commerce and Industry, all previous general terms and conditions of Van Andel have lapsed.
In these general terms and conditions, the following terms shall have the meanings set out below, unless expressly stated otherwise:
Contractor: Van Andel Rotterdam B.V., established in Rotterdam, hereinafter also referred to as “Van Andel”.
Client: the natural person, persons, partnership or legal entity that gives Van Andel an assignment, wishes to purchase or purchases goods from Van Andel, or wishes to enter into or enters into any other type of agreement with Van Andel.
Agreement: every arrangement, assignment, agreement or order between the Client and Van Andel.
Activities: all activities and work to be performed or arranged by Van Andel, as described and recorded in the agreement with the Client, which may inclArticle 1 – General

By filing these general terms and conditions with the Chamber of Commerce and Industry, all previous general terms and conditions of Van Andel have lapsed.
In these general terms and conditions, the following terms shall have the meanings set out below, unless expressly stated otherwise:

Contractor: Van Andel Rotterdam B.V., established in Rotterdam, hereinafter also referred to as “Van Andel”.
Client: the natural person, persons, partnership or legal entity that gives Van Andel an assignment, wishes to purchase or purchases goods from Van Andel, or wishes to enter into or enters into any other type of agreement with Van Andel.
Agreement: every arrangement, assignment, agreement or order between the Client and Van Andel.
Activities: all activities and work to be performed or arranged by Van Andel, as described and recorded in the agreement with the Client, which may include, among other things, the purchase and sale of goods, batteries, etc., as appropriate to the business activities of Van Andel, all in the broadest sense of the word.

Article 2 – Applicability

These general terms and conditions apply to all offers, deliveries, agreements, performance and other obligations, insofar as the parties have not expressly agreed otherwise in writing, which are directly or indirectly connected with the activities and other business activities of VAN ANDEL ROTTERDAM B.V., established and having its office in Rotterdam at Anthony Fokkerweg 59–63, 3088 GE, Chamber of Commerce number 52930130, hereinafter referred to as “Van Andel”.
These conditions also apply to all agreements with Van Andel for the performance of which third parties must be engaged.
Any deviations from these general terms and conditions shall only be valid if expressly agreed in writing. The general terms and conditions of the Client shall apply to agreements entered into with Van Andel only insofar as they do not conflict with these conditions. In case of doubt as to whether such conflict exists, the general terms and conditions of Van Andel shall prevail.
If one or more provisions of these general terms and conditions are void or are annulled, the remaining provisions shall remain fully applicable. Van Andel and the Client shall then consult in order to agree new provisions to replace the void or annulled provisions, whereby the purpose and scope of the original provision shall be observed as much as possible.
If and insofar as, on the basis of reasonableness and fairness or the unreasonably onerous nature of any provision of these general terms and conditions, reliance cannot be placed on that provision, the relevant provision shall, in terms of its content and scope, in any event have a meaning that corresponds as closely as possible thereto, so that reliance may nevertheless be placed on it.
The underlying agreement, together with these general terms and conditions, reflects the full arrangements between the Client and Van Andel with respect to the activities for which the agreement has been concluded. All previous arrangements or proposals between the parties in this respect shall lapse.
If these general provisions and the underlying agreement contain mutually conflicting conditions, the conditions included in the agreement shall apply.
In the interpretation of the content and scope of these general terms and conditions, the Dutch text shall always be decisive. The latest filed version shall always apply, or the version that applied at the time the agreement was concluded.

Article 3 – Quotations and Orders

All offers are non-binding, unless expressly agreed otherwise, whereby the offer made shall be regarded only as an invitation to place an order.
Van Andel shall only be bound after Van Andel has confirmed the order in writing. Unless otherwise stated in the quotation, the period during which the offer remains valid is fourteen days. All prices and price quotations appearing in price lists, circulars and advertisements issued by Van Andel shall also, unless otherwise apparent from writing, have a validity period of fourteen days.
All quotations, offers and order confirmations are based on the information available to Van Andel at the time of issuing them. If changes occur with respect to the circumstances on which Van Andel based such quotations, offers, obligations, agreements or prices, Van Andel shall be entitled to amend the relevant obligations, agreement and/or prices.
In the case of composite price quotations, there is no obligation to deliver part of the goods or services against a corresponding part of the price quoted for the whole.
The prices stated in the offers and quotations are exclusive of VAT and other government levies, as well as any costs to be incurred in connection with the agreement, including freight, shipping and/or administration costs, unless stated otherwise.
Van Andel cannot be held to its quotations or offers if the other party can reasonably understand that the quotations or offers, or parts thereof, contain an obvious mistake or clerical error, or were made on the basis of incomplete or incorrect information.
Offers or quotations do not automatically apply to future assignments, but only to the activities specified in the offer or quotation.

Article 4 – Images and Intellectual Property

Images, drawings, size and weight specifications, etc. provided by Van Andel in catalogues, circulars or any other form of publication are not binding on Van Andel and are intended only to give a general impression of what Van Andel offers.
Deviations do not entitle the Client to refuse receipt or payment of the delivered goods, to demand adjustment of its obligations, or to claim any compensation from Van Andel.
Unless otherwise agreed in writing, Van Andel retains the copyrights and all industrial property rights to the offers made, designs provided, images, drawings, trial models, software and similar materials.
The rights to the data referred to in paragraph 3 of this article remain the property of Van Andel, regardless of whether costs have been charged to the Client for their production. Such data may not be copied, used or shown to third parties without the prior express written consent of Van Andel. For each breach of this provision, the Client shall owe Van Andel an immediately payable penalty of EUR 25,000. This penalty may be claimed in addition to statutory damages.

Article 5 – Representation

Obligations or agreements entered into in the name of Van Andel shall bind Van Andel only if they have been entered into or confirmed by an authorised director, which confirmation must be made in writing and explicitly. Agreements with personnel shall not bind Van Andel unless confirmed in writing by the management of Van Andel.
Only Van Andel, and not the Client, may invoke a lack of authority to represent as referred to in paragraph 1.

Article 6 – Delivery Terms and Conditions

Delivery periods and conditions stated by Van Andel are non-binding, without prejudice to paragraph 3 of this article.
Exceeding delivery periods by Van Andel shall not give the Client any right to dissolution, compensation or suspension of its obligations on any grounds whatsoever towards Van Andel, except as provided in paragraph 3.
If, within the term of the agreement, a period has been agreed for the completion of certain activities or for the delivery of goods, this shall never be a strict deadline. In the event of exceeding an agreed performance or delivery period, the Client must therefore first give Van Andel written notice of default, giving Van Andel the opportunity to complete the agreed activities or deliver the agreed goods within a reasonable period.
In the event of force majeure, Van Andel shall notify the Client as soon as possible. If the delivery period stated by Van Andel is exceeded by more than two-thirds and the cause of this delay is not force majeure or a cause not attributable to Van Andel, the Client shall have the right to dissolve the agreement, without however being entitled to claim any compensation, suspend any obligations towards Van Andel, or rely on full or partial set-off.
Van Andel is entitled to make deliveries in parts. If it has been agreed that the agreement will be performed in phases, Van Andel may suspend the performance of parts belonging to a subsequent phase until the Client has approved the results of the preceding phase in writing, or until the Client has fully complied with its payment obligations.
All deliveries take place at the business premises or location of Van Andel. The risk of the item or delivered goods passes at the moment Van Andel makes them available to the Client. If, at the Client’s request, delivery takes place at the Client’s business premises or at another location indicated by the Client, the transport costs and all transport risks shall always be borne by the Client, and any liability of Van Andel for possible damage to or loss of delivered goods or items during transport is excluded. The Client may insure against these risks.
If there is a trade-in and the Client retains the item to be traded in while awaiting delivery of the new item, the risk of the trade-in item remains with the Client until the moment the Client has placed it in the possession of Van Andel. If the Client cannot deliver the trade-in item in the condition it was in when the agreement was concluded, Van Andel may dissolve the agreement.
If the agreement is dissolved for a cause that is not attributable to or for the account of Van Andel, Van Andel shall be entitled to recover from the Client the damage suffered as a result, which damage shall be set at at least 20% of the value of the performance to be delivered by the Client, if the dissolution is the result of breach of contract or full or partial attributable non-performance by the Client.
Without prejudice to the provisions regarding force majeure, any obligation of Van Andel to pay compensation in the event of non-delivery, late delivery or incomplete delivery shall be fully discharged if delivery is still made or, if delivery is impossible, by payment of an amount not exceeding the agreed price.

Article 7 – Prices

All prices used by Van Andel are stated in euros and are exclusive of VAT.
If the price is adjusted pursuant to Article 3 paragraph 3 within three months after entering into the agreement, the Client shall be free to dissolve the agreement, without however being entitled to claim compensation or to rely on any right of suspension or set-off against Van Andel.
The right of dissolution referred to in paragraph 2 shall not accrue to the Client if the cause of the price adjustment is for its account, including as described in Article 3 of these general terms and conditions.
If Van Andel has agreed a fixed price with the Client, Van Andel shall nevertheless at all times be entitled to increase this fee without the Client being entitled to dissolve the agreement on that ground, if the price increase results from an authority or obligation pursuant to law or regulations, or is caused by an increase in the price of raw materials, materials, wages, etc., or on other grounds that could not reasonably have been foreseen when the agreement was entered into.
In addition to the previous paragraph, Van Andel may increase the fee if, during the performance of the activities, it appears that the originally agreed or expected amount of work was underestimated to such an extent when the agreement was concluded, and this is not attributable to Van Andel, that Van Andel cannot reasonably be expected to perform the agreed activities for the originally agreed fee. In that case, Van Andel shall notify the Client of the intended fee increase and shall state the scope of the increase and the date on which it will take effect.

Article 8 – Payment

Payment must be made within thirty days after the invoice date at the office of Van Andel, or by transfer to a bank account designated by Van Andel. Payment of Van Andel’s invoices must be made, without deduction, discount or set-off, within 14 days after the invoice date, in a manner indicated by Van Andel and in the currency in which the invoice was issued. Any right of deduction, set-off or compensation by the Client is expressly excluded.
Payment must be made in euros. Objections to the amount of the invoices do not suspend the payment obligation.
Unless otherwise agreed in writing in the agreement with the Client, payment by the Client shall be made according to the following schedule, whereby Van Andel expressly reserves the right, in the case of distance selling, to agree a different payment arrangement:

upon conclusion of the agreement or placement of an order: one-third of the agreed fee;
upon delivery: two-thirds of the agreed fee.

In the case of partial deliveries, the remaining two-thirds of the amount due for the delivered goods must be paid upon each delivery.
The VAT due on the delivered goods must be paid in full upon delivery.
Van Andel is at all times entitled, before proceeding with delivery or continuing delivery, to require security for performance of the Client’s obligations. If the financial position or payment behaviour of the Client, in Van Andel’s opinion, gives reason to do so, Van Andel is entitled to require the Client to immediately provide additional security in a form to be determined by Van Andel. If the Client fails to provide the required security, Van Andel is entitled, without prejudice to its other rights, to immediately suspend further performance of the agreement, and everything owed by the Client to Van Andel on any grounds whatsoever shall become immediately due and payable. Van Andel also has the right at any time to require advance payment and/or cash payment from the Client, without prejudice to the provisions of the preceding paragraphs.
If the Client fails to comply, or fails to comply on time, with any payment obligation as referred to in the preceding paragraphs, Van Andel shall be entitled to suspend all its obligations towards the Client.
Every payment made by the Client to Van Andel, regardless of the cause, shall be deducted:

first, from any obligation of the Client to compensate Van Andel;
then, from what the Client owes Van Andel for costs and interest;
and finally, from the outstanding notes and invoices payable to Van Andel.

Every payment shall always be deducted from the oldest obligation of the Client towards Van Andel, observing the payment order stated above. Van Andel may refuse an offer of payment without thereby being in default if the Client designates a different order for allocation. Van Andel may refuse full repayment of the principal amount if the accrued and current interest and costs are not paid at the same time.

Article 9 – Default

The Client shall be in default without any notice of default as soon as it fails to perform, or fails to perform on time, any due obligation arising from the agreement, including these conditions, towards Van Andel.
Exceeding any period arising from the agreement, including these conditions, by the Client shall result in the Client’s immediate default.
Without prejudice to the right to claim performance or dissolve the agreement, Van Andel shall also be entitled, once the Client is in default, to claim compensation for the damage suffered as a result of the breach, which damage shall be estimated at at least 20% of the value of the performance to be delivered by the Client.
If the Client fails to comply on time with its obligation to pay a sum of money, it shall owe Van Andel interest on the amount due from the moment default occurs at a rate of 1% per month, whereby part of a month shall be counted as a full month.
As soon as the Client is in default, all claims of Van Andel against the Client shall become immediately and unconditionally due and payable. In the case of a jointly given assignment, Clients shall be jointly and severally liable for payment of the invoice amount, insofar as the activities were performed for the joint Clients, regardless of the name stated on the invoice.
In the event of liquidation, bankruptcy, attachment or suspension of payment of the Client, or if the Dutch Debt Restructuring Natural Persons Act applies to the Client, or if the Client is dissolved or liquidated, Van Andel’s claims against the Client shall become immediately due and payable without notice of default or judicial intervention and without prejudice to Van Andel’s other rights, such as the right to compensation.

Article 10 – Retention of Title

Van Andel retains ownership of all items delivered by it to the Client as long as the Client has not fully complied with its payment obligations and other obligations towards Van Andel under agreements for the delivery or provision of items or products and/or the performance of activities and/or services, including claims relating to a failure to perform such agreements.
The Client hereby undertakes, for then as now, at Van Andel’s first request, to establish a non-possessory pledge on all items referred to in paragraph 1, insofar as Van Andel’s retention of title to those items may at any time prove to have lapsed, or to provide other security for the benefit of Van Andel.
Without prejudice to paragraph 1, the items delivered by Van Andel shall be entirely for the account and risk of the Client from the moment of delivery. In the case of delivery at Van Andel’s business premises, delivery takes place at the moment the Client has been notified that the items to be delivered are available to it at Van Andel.
As soon as the Client in any way fails to comply with its obligations towards Van Andel, Van Andel has the right to take back the aforementioned items without any judicial intervention, even if they have meanwhile been attached to other movable or immovable property, without prejudice to other rights accruing to Van Andel as a result of the Client’s breach. Costs incurred by Van Andel in taking back such items shall be borne by the Client and shall amount to at least 20% of the value of the items taken back.
The Client is not permitted to dispose in any way of the items referred to in paragraph 1 without Van Andel’s written consent as long as those items remain the property of Van Andel.
The Client is obliged to fully cooperate with all acts and actions required to effectuate the retention of title provided for in this article.
If the Client, after the items have been delivered to it by Van Andel in accordance with the agreement, has fulfilled its obligations, the retention of title with respect to those items shall revive if the Client fails to fulfil its obligations under a later agreement.

Article 11 – Collection

If Van Andel takes collection measures to obtain payment of due claims against the Client, all costs thereof, both judicial and extrajudicial, including litigation costs and costs of legal assistance, shall be borne by the Client.
The extrajudicial costs referred to in paragraph 1 shall, for Clients who enter into an agreement with Van Andel as consumers, be calculated as follows, in accordance with the statutory scale under the Dutch Extrajudicial Collection Costs Standards Act and the related decree applicable at that time:

On the first EUR 2,500: 15%, with a minimum of EUR 40;
On the next EUR 2,500: 10%;
On the next EUR 5,000: 5%;
On the next EUR 190,000: 1%;
On the excess: 0.5%, with a maximum total of EUR 6,775.

For other Clients, meaning non-consumers, the calculation shall be in accordance with the foregoing in this paragraph, unless the actual costs prove to be higher, in which case the excess may also be charged.

Before collection costs may be charged, Van Andel shall first send a reminder with a payment period of at least 14 days. This reminder shall in any event contain:

an announcement of the consequences if payment is not made on time;
in particular, the amount of the collection costs then due;
and, if applicable, the amount of VAT to be charged on the collection costs.

If Van Andel files for the Client’s bankruptcy on reasonable grounds, the Client shall be obliged, in addition to the amount due and the costs charged thereon, to bear the costs associated with the bankruptcy petition. Any costs incurred by Van Andel in taking attachment measures shall also be borne by the Client.
If the agreement has been concluded jointly with two or more Clients, each of them shall be jointly and severally liable for performance of the obligations arising from the agreement.

Article 12 – Force Majeure and Changed Circumstances

If circumstances occur beyond the control of Van Andel, regardless of whether they were foreseeable at the time the agreement was concluded, which are of such a nature that compliance with the agreement cannot reasonably be required of Van Andel, Van Andel shall have the right to dissolve the agreement in whole or in part, whereby the Client cannot claim compensation from Van Andel for damage suffered.
The circumstances referred to in paragraph 1 include, among other things: war and threat of war, import and export bans, measures by Dutch or foreign government bodies, all external causes over which Van Andel has no influence, and all other circumstances, such as exchange-rate fluctuations, that make the agreement more burdensome and/or more costly for Van Andel than it was when the agreement was concluded.
Force majeure means any failure in the performance of the agreement that cannot be attributed to Van Andel or the Client because it is not due to the fault of Van Andel or the Client, nor is it for the account of Van Andel or the Client pursuant to law, legal act or generally accepted principles.
In the event of temporary force majeure, including the situation in which an item ordered by the Client or the base product required for it is temporarily out of stock, Van Andel is entitled to extend the intended delivery period by the period during which the temporary force majeure continues.
In the event of permanent force majeure, meaning a circumstance over which neither the Client nor Van Andel has or can reasonably have influence and which makes delivery or provision of items or performance of activities and/or services impossible, the Client or Van Andel respectively shall be entitled to dissolve the agreement extrajudicially. In the event of force majeure, the Client cannot claim compensation from Van Andel for damage suffered.
If during the performance of the agreement it appears necessary for proper performance to amend or supplement the activities to be performed or the goods to be manufactured as agreed between the parties, the parties shall amend the agreement accordingly in good time and by mutual consultation, except where Van Andel may unilaterally make an amendment or supplement pursuant to these conditions. If the parties agree that the agreement will be amended or supplemented, the time of completion of performance may be affected, and Van Andel shall inform the Client of this as soon as possible.
If the amendment or supplement referred to in paragraph 6 has financial and/or qualitative consequences, Van Andel shall inform the Client of this in advance. If a fixed fee was previously agreed between the parties, Van Andel shall indicate to what extent the amendment or supplement to the agreement will result in exceeding that fee.
Contrary to paragraph 7, Van Andel shall not be entitled to charge additional costs if the amendment or supplement is the result of circumstances attributable to Van Andel, unless the parties agree otherwise.

Article 13 – Warranty and Duty to Complain

Unless otherwise agreed in writing, Van Andel guarantees the proper performance of the agreed service for a period of six months after delivery or completion. If a different warranty period has been agreed, the other paragraphs of this article shall also apply.
If the agreed performance was defective, Van Andel shall choose whether to perform it properly after all or to credit the Client for a proportionate part of the invoice. If Van Andel chooses to perform the service properly after all, it shall determine the method and time of performance itself. If the agreed performance consisted partly of processing material supplied by the Client, the Client must supply new material at its own expense and risk.
Parts or materials that are repaired or replaced by Van Andel must be sent to Van Andel by the Client. All transport or shipping costs, costs of disassembly and assembly, and travel and accommodation costs shall be borne by the Client.
The Client must in all cases give Van Andel the opportunity to remedy any defect or to perform the processing again.
The Client may only invoke the warranty after it has fulfilled all its obligations towards Van Andel.
No warranty is given if defects are the result of:
a. normal wear and tear;
b. improper use;
c. failure to perform maintenance or incorrect maintenance;
d. installation, assembly, modification or repair by the Client or by third parties;
e. defects in or unsuitability of items originating from, or prescribed by, the Client;
f. defects in or unsuitability of materials or aids used by the Client;
g. no warranty is given on delivered items that were not new at the time of delivery, the inspection and repair of items belonging to the Client, or parts for which a manufacturer’s warranty has been granted.
The provisions of the preceding paragraphs of this article apply mutatis mutandis to any claims by the Client on the basis of breach of contract, non-conformity or any other legal ground.
The Client may not transfer rights under this article.
The Client may no longer rely on a defect in the performance if it has not complained to Van Andel in writing within fourteen days after discovering the defect or after it reasonably should have discovered it.
The Client must submit complaints about the amount of the invoice in writing to Van Andel within the payment period, failing which all rights shall lapse. If the payment period is longer than 14 days, the Client must complain in writing no later than 14 days after the invoice date.

Article 14 – Defects and Liability

For defects, both hidden and non-hidden, in or to items produced by third parties and delivered by Van Andel, Van Andel accepts no obligation to pay compensation, except insofar as liability is mandatory by law, for example in connection with possible product liability, and/or has been agreed pursuant to these general terms and conditions.
If the Client proves that it has suffered damage due to an error by Van Andel that would have been avoided by careful conduct, or damage caused by an unlawful act by Van Andel, Van Andel shall only be liable for direct financial loss that is the direct result of one or more attributable failures in the performance of the agreement.
Van Andel is not obliged to compensate damage that may arise for the Client due to business interruption or otherwise. Van Andel is therefore not liable for damage resulting from disruption of the business, loss of orders, loss of profit, personal accidents, however caused, in particular not as a result of non-delivery, late delivery, incorrect delivery, a defect in the delivered goods, or an allergy of the Client or a third party to any component of the delivered goods or services.
The Client indemnifies Van Andel against all claims, including those relating to product liability, by third parties against Van Andel, if and insofar as Van Andel cannot successfully rely on these conditions, and insofar as such claims would have been excluded if those third parties had been bound by these conditions.
Van Andel’s obligation to pay compensation on any statutory or contractual basis shall at all times be limited to a maximum of 50% of the invoiced contract sum or price, excluding VAT, of the agreement with the Client. If the agreement consists of parts or partial deliveries, the obligation to pay compensation shall be limited to a maximum of 50% of the invoiced contract sum or price of that part or partial delivery. If, for whatever reason, Van Andel cannot rely on the foregoing in this paragraph, Van Andel’s obligation to pay compensation on any statutory basis shall never exceed the amount paid out by Van Andel’s insurance in the relevant case.
The following shall not qualify for compensation:
a. indirect or consequential damage. Indirect or consequential damage includes, among other things, stagnation damage, production loss, loss of profit, transport costs and travel and accommodation costs. The Client may insure against this damage where possible;
b. damage to property in care, custody or control. This includes, among other things, damage caused by or during the performance of the work to items being worked on or to items located near the place where work is being carried out. The Client may insure against this damage if desired;
c. damage caused by intent or deliberate recklessness of auxiliary persons or non-managerial subordinates of Van Andel.
Van Andel is not liable for printing, writing and/or counting errors and/or ambiguities in quotations, order confirmations and/or brochures, nor for the consequences thereof.
Van Andel shall at all times have the right, if and insofar as possible, to undo or limit the Client’s damage, whereby the Client must provide all possible cooperation.
Van Andel is not liable for damage to material supplied by or on behalf of the Client as a result of improperly performed processing.
The Client indemnifies Van Andel against all claims by third parties for product liability as a result of a defect in a product supplied by the Client to a third party and which consisted partly of products and/or materials supplied by the Contractor. The Client is obliged to compensate all damage suffered by the Contractor in this respect, including the full costs of defence.
The limitation of liability set out in this article is also stipulated for the benefit of Van Andel’s employees and all persons who perform work for Van Andel and/or are engaged for the performance of the agreement.
Van Andel is not liable for damage suffered by the Client or third parties resulting from an act or omission of auxiliary persons engaged by Van Andel, excluding employees of Van Andel, even if they work for an organisation affiliated with Van Andel.

Article 15 – Complaints

Any complaints about defects in the goods delivered by Van Andel pursuant to the agreement with the Client must be reported to Van Andel in writing no later than fourteen days after delivery. The complaint must contain as detailed a description as possible of the alleged shortcoming or complaint, so that Van Andel is able to respond adequately.
Complaints as referred to in the previous paragraph do not suspend the Client’s payment obligations. Invoices already paid can never be the subject of complaints or other discussions and shall be deemed to have been fully approved by the Client; the Client waives all rights of complaint in that respect.
Defects that could not reasonably have been discovered within the period referred to in the previous paragraph must be reported immediately after discovery, but no later than sixty days after receipt of the goods. Such notification must be made only in writing and by registered mail with acknowledgement of receipt to Van Andel, accompanied by a detailed and clear description of the grievances and defects found.
The burden of proof of timely notification shall always rest with the Client.
Defects in part of the delivered goods do not entitle the Client to reject the entire delivered performance.
If Van Andel considers that a defect in the delivered goods has been proven, it shall have the choice either to redeliver the defective goods free of charge or to grant the Client a discount on the purchase price to be determined by mutual consultation. In the first case, the Client shall, at Van Andel’s request, return the defective goods to Van Andel carriage paid.
Insofar as these general terms and conditions do not provide otherwise, rights of claim and other powers of the Client against Van Andel on any grounds whatsoever in connection with the performance of activities by Van Andel shall in any event lapse one year after the moment at which the Client became aware or could reasonably have become aware of the existence of these rights and powers.

Article 16 – Purchases via the Internet

Definitions:

Cooling-off period: the period within which the consumer may exercise the right of withdrawal;
Consumer: the natural person acting for purposes outside his or her business or professional activity;
Day: calendar day;
Continuing transaction: a distance agreement relating to a series of products and/or services, the delivery and/or purchase obligation of which is spread over time;
Durable medium: any means that enables the consumer or entrepreneur to store information addressed personally to him or her in a way that allows future consultation and unchanged reproduction of the stored information;
Right of withdrawal: the consumer’s option to withdraw from the distance agreement within the cooling-off period;
Distance purchase: the distance agreement that is a consumer purchase;
Organisation: an organisation offering products and/or services to consumers at a distance;
Distance agreement: an agreement whereby, within the framework of a system organised by Van Andel for distance selling of products and/or services, up to and including the conclusion of the agreement, exclusive use is made of one or more means of distance communication;
Means of distance communication: a means that can be used to conclude an agreement without the consumer and entrepreneur being in the same room at the same time.

Article 17

If the agreement concerns a distance purchase, Articles 16 through 22 shall apply, unless the consumer’s payment obligation does not exceed EUR 50. In the event of conflict between these articles and other provisions of these terms and conditions, Articles 16 through 22 shall prevail.

Article 18 – The Distance Purchase Agreement

The agreement is concluded, subject to paragraph 4, at the moment the consumer accepts the offer and meets the conditions attached thereto.
Each offer shall contain such information that it is clear to the consumer what rights and obligations are attached to acceptance of the offer. This concerns in particular:
1. the price including taxes;
2. the main characteristics of the item;
3. the identity and, if the distance purchase requires advance payment of the price or part thereof, the address, telephone number, fax number, email address and trade name of Van Andel;
4. any delivery costs;
5. the manner in which the agreement will be concluded and which actions are required for this;
6. whether or not the right of withdrawal applies;
7. the method of payment, delivery and performance of the agreement;
8. the period for acceptance of the offer, or the period during which Van Andel guarantees the price;
9. the amount of the rate for distance communication if the costs of using the means of distance communication are calculated on a basis other than the regular basic rate for the communication method used;
10. whether the agreement will be archived after conclusion and, if so, how the consumer may consult it;
11. the way in which the consumer, before concluding the agreement, can check and, if desired, correct the data provided by him or her in the context of the agreement;
12. any other languages in which, besides Dutch, the agreement may be concluded;
13. the codes of conduct to which Van Andel has submitted and the way in which the consumer may consult these codes electronically;
14. the minimum duration of the distance agreement in the case of a continuing transaction.
If the consumer has accepted the offer electronically, Van Andel shall immediately confirm receipt of acceptance of the offer electronically. As long as receipt of this acceptance has not been confirmed by the entrepreneur, the consumer may dissolve the agreement.
If the agreement is concluded electronically, Van Andel shall take appropriate technical and organisational measures to secure the electronic transfer of data and shall ensure a secure web environment. If the consumer can pay electronically, Van Andel shall observe appropriate security measures.
Van Andel may, within legal limits, investigate whether the consumer can meet his or her payment obligations, as well as all facts and factors relevant to responsibly entering into the distance agreement. If, on the basis of this investigation, Van Andel has good grounds not to enter into the agreement, it shall be entitled to refuse an order or request with reasons, or to attach special conditions to performance.
Van Andel shall send the following information to the consumer with the product or service, in writing or in such a way that the consumer can store it in an accessible manner on a durable medium:
1. the visiting address of Van Andel’s establishment where the consumer can submit complaints;
2. the conditions under which and the manner in which the consumer may exercise the right of withdrawal, or a clear statement regarding the exclusion of the right of withdrawal;
3. information about warranties and existing after-sales service;
4. the information included in Article 4 paragraph 3 of these terms and conditions, unless the entrepreneur has already provided this information to the consumer before performance of the agreement;
5. the requirements for terminating the agreement if the agreement has a duration of more than one year or an indefinite duration.
In the case of a continuing transaction, the provision in the previous paragraph applies only to the first delivery.

Article 19 – Right of Withdrawal in Distance PurchasesA. Delivery of products

When purchasing products, the consumer has the option to dissolve the agreement without giving reasons for a period of 14 days. This cooling-off period commences on the day after receipt of the product by the consumer or by a representative designated in advance by the consumer and made known to Van Andel.

During the cooling-off period, the consumer shall handle the product and packaging with care. The consumer shall only unpack or use the product to the extent necessary to assess whether he or she wishes to keep it. If the consumer exercises the right of withdrawal, the product shall be returned to the entrepreneur with all delivered accessories and, if reasonably possible, in its original condition and packaging, in accordance with the reasonable and clear instructions provided by the entrepreneur.

B. Delivery of services

In the case of delivery of services, the consumer has the option to dissolve the agreement without giving reasons for a period of at least fourteen days, commencing on the day the agreement is entered into.

To exercise the right of withdrawal, the consumer shall follow the reasonable and clear instructions provided by Van Andel with the offer and/or no later than upon delivery, and shall use the “Model Withdrawal Form” provided by Van Andel for this purpose.

Article 20 – Costs in Case of Withdrawal in Distance Purchases

If the consumer exercises the right of withdrawal, at most the costs of return shipment shall be borne by the consumer.
If the consumer has paid an amount, Van Andel shall refund this amount as soon as possible, but no later than 14 days after the return shipment or withdrawal.

Article 21 – Exclusion of the Right of Withdrawal

Van Andel may exclude the consumer’s right of withdrawal insofar as provided in paragraphs 2 and 3. The exclusion of the right of withdrawal shall apply only if the entrepreneur has clearly stated this in the offer, or at least in good time before conclusion of the agreement.
Exclusion of the right of withdrawal is only possible for products:
1. that have been created by the entrepreneur in accordance with the consumer’s specifications;
2. that are clearly personal in nature;
3. that by their nature cannot be returned;
4. that can spoil or age quickly;
5. whose price is subject to fluctuations in the financial market over which the entrepreneur has no influence;
6. for individual newspapers and magazines;
7. for audio and video recordings and computer software of which the consumer has broken the seal.
Exclusion of the right of withdrawal is only possible for services:
1. relating to accommodation, transport, restaurant business or leisure activities to be performed on a specific date or during a specific period;
2. the delivery of which has begun with the consumer’s express consent before the cooling-off period has expired;
3. relating to betting and lotteries.

Article 22 – Conformity and Warranty in Distance Purchases

Van Andel guarantees that the products and/or services comply with the agreement, the specifications stated in the offer, the reasonable requirements of soundness and/or usability, and the statutory provisions and/or government regulations existing on the date the agreement was concluded. If agreed, Van Andel also guarantees that the product is suitable for use other than normal use.
A warranty provided by Van Andel, manufacturer or importer does not affect the statutory rights and claims that the consumer may assert against Van Andel under the agreement.

Article 23 – Law

A dispute exists as soon as one party declares that this is the case.
All disputes arising from this agreement may be brought exclusively before the competent court in Rotterdam, without prejudice to the application of the Bankruptcy Act in the event of a bankruptcy petition, unless the Client residing in the Netherlands chooses the court of his or her own place of residence within one month after Van Andel has notified the Client of its intention to take legal action.
Dutch law applies to all agreements governed by these conditions.

Rotterdam, version August 2018ude, among other things, the purchase and sale of goods, batteries, etc., as appropriate to the business activities of Van Andel, all in the broadest sense of the word.
Article 2 – Applicability
These general terms and conditions apply to all offers, deliveries, agreements, performance and other obligations, insofar as the parties have not expressly agreed otherwise in writing, which are directly or indirectly connected with the activities and other business activities of VAN ANDEL ROTTERDAM B.V., established and having its office in Rotterdam at Anthony Fokkerweg 59–63, 3088 GE, Chamber of Commerce number 52930130, hereinafter referred to as “Van Andel”.
These conditions also apply to all agreements with Van Andel for the performance of which third parties must be engaged.
Any deviations from these general terms and conditions shall only be valid if expressly agreed in writing. The general terms and conditions of the Client shall apply to agreements entered into with Van Andel only insofar as they do not conflict with these conditions. In case of doubt as to whether such conflict exists, the general terms and conditions of Van Andel shall prevail.
If one or more provisions of these general terms and conditions are void or are annulled, the remaining provisions shall remain fully applicable. Van Andel and the Client shall then consult in order to agree new provisions to replace the void or annulled provisions, whereby the purpose and scope of the original provision shall be observed as much as possible.
If and insofar as, on the basis of reasonableness and fairness or the unreasonably onerous nature of any provision of these general terms and conditions, reliance cannot be placed on that provision, the relevant provision shall, in terms of its content and scope, in any event have a meaning that corresponds as closely as possible thereto, so that reliance may nevertheless be placed on it.
The underlying agreement, together with these general terms and conditions, reflects the full arrangements between the Client and Van Andel with respect to the activities for which the agreement has been concluded. All previous arrangements or proposals between the parties in this respect shall lapse.
If these general provisions and the underlying agreement contain mutually conflicting conditions, the conditions included in the agreement shall apply.
In the interpretation of the content and scope of these general terms and conditions, the Dutch text shall always be decisive. The latest filed version shall always apply, or the version that applied at the time the agreement was concluded.
Article 3 – Quotations and Orders
All offers are non-binding, unless expressly agreed otherwise, whereby the offer made shall be regarded only as an invitation to place an order.
Van Andel shall only be bound after Van Andel has confirmed the order in writing. Unless otherwise stated in the quotation, the period during which the offer remains valid is fourteen days. All prices and price quotations appearing in price lists, circulars and advertisements issued by Van Andel shall also, unless otherwise apparent from writing, have a validity period of fourteen days.
All quotations, offers and order confirmations are based on the information available to Van Andel at the time of issuing them. If changes occur with respect to the circumstances on which Van Andel based such quotations, offers, obligations, agreements or prices, Van Andel shall be entitled to amend the relevant obligations, agreement and/or prices.
In the case of composite price quotations, there is no obligation to deliver part of the goods or services against a corresponding part of the price quoted for the whole.
The prices stated in the offers and quotations are exclusive of VAT and other government levies, as well as any costs to be incurred in connection with the agreement, including freight, shipping and/or administration costs, unless stated otherwise.
Van Andel cannot be held to its quotations or offers if the other party can reasonably understand that the quotations or offers, or parts thereof, contain an obvious mistake or clerical error, or were made on the basis of incomplete or incorrect information.
Offers or quotations do not automatically apply to future assignments, but only to the activities specified in the offer or quotation.
Article 4 – Images and Intellectual Property
Images, drawings, size and weight specifications, etc. provided by Van Andel in catalogues, circulars or any other form of publication are not binding on Van Andel and are intended only to give a general impression of what Van Andel offers.
Deviations do not entitle the Client to refuse receipt or payment of the delivered goods, to demand adjustment of its obligations, or to claim any compensation from Van Andel.
Unless otherwise agreed in writing, Van Andel retains the copyrights and all industrial property rights to the offers made, designs provided, images, drawings, trial models, software and similar materials.
The rights to the data referred to in paragraph 3 of this article remain the property of Van Andel, regardless of whether costs have been charged to the Client for their production. Such data may not be copied, used or shown to third parties without the prior express written consent of Van Andel. For each breach of this provision, the Client shall owe Van Andel an immediately payable penalty of EUR 25,000. This penalty may be claimed in addition to statutory damages.
Article 5 – Representation
Obligations or agreements entered into in the name of Van Andel shall bind Van Andel only if they have been entered into or confirmed by an authorised director, which confirmation must be made in writing and explicitly. Agreements with personnel shall not bind Van Andel unless confirmed in writing by the management of Van Andel.
Only Van Andel, and not the Client, may invoke a lack of authority to represent as referred to in paragraph 1.
Article 6 – Delivery Terms and Conditions
Delivery periods and conditions stated by Van Andel are non-binding, without prejudice to paragraph 3 of this article.
Exceeding delivery periods by Van Andel shall not give the Client any right to dissolution, compensation or suspension of its obligations on any grounds whatsoever towards Van Andel, except as provided in paragraph 3.
If, within the term of the agreement, a period has been agreed for the completion of certain activities or for the delivery of goods, this shall never be a strict deadline. In the event of exceeding an agreed performance or delivery period, the Client must therefore first give Van Andel written notice of default, giving Van Andel the opportunity to complete the agreed activities or deliver the agreed goods within a reasonable period.
In the event of force majeure, Van Andel shall notify the Client as soon as possible. If the delivery period stated by Van Andel is exceeded by more than two-thirds and the cause of this delay is not force majeure or a cause not attributable to Van Andel, the Client shall have the right to dissolve the agreement, without however being entitled to claim any compensation, suspend any obligations towards Van Andel, or rely on full or partial set-off.
Van Andel is entitled to make deliveries in parts. If it has been agreed that the agreement will be performed in phases, Van Andel may suspend the performance of parts belonging to a subsequent phase until the Client has approved the results of the preceding phase in writing, or until the Client has fully complied with its payment obligations.
All deliveries take place at the business premises or location of Van Andel. The risk of the item or delivered goods passes at the moment Van Andel makes them available to the Client. If, at the Client’s request, delivery takes place at the Client’s business premises or at another location indicated by the Client, the transport costs and all transport risks shall always be borne by the Client, and any liability of Van Andel for possible damage to or loss of delivered goods or items during transport is excluded. The Client may insure against these risks.
If there is a trade-in and the Client retains the item to be traded in while awaiting delivery of the new item, the risk of the trade-in item remains with the Client until the moment the Client has placed it in the possession of Van Andel. If the Client cannot deliver the trade-in item in the condition it was in when the agreement was concluded, Van Andel may dissolve the agreement.
If the agreement is dissolved for a cause that is not attributable to or for the account of Van Andel, Van Andel shall be entitled to recover from the Client the damage suffered as a result, which damage shall be set at at least 20% of the value of the performance to be delivered by the Client, if the dissolution is the result of breach of contract or full or partial attributable non-performance by the Client.
Without prejudice to the provisions regarding force majeure, any obligation of Van Andel to pay compensation in the event of non-delivery, late delivery or incomplete delivery shall be fully discharged if delivery is still made or, if delivery is impossible, by payment of an amount not exceeding the agreed price.
Article 7 – Prices
All prices used by Van Andel are stated in euros and are exclusive of VAT.
If the price is adjusted pursuant to Article 3 paragraph 3 within three months after entering into the agreement, the Client shall be free to dissolve the agreement, without however being entitled to claim compensation or to rely on any right of suspension or set-off against Van Andel.
The right of dissolution referred to in paragraph 2 shall not accrue to the Client if the cause of the price adjustment is for its account, including as described in Article 3 of these general terms and conditions.
If Van Andel has agreed a fixed price with the Client, Van Andel shall nevertheless at all times be entitled to increase this fee without the Client being entitled to dissolve the agreement on that ground, if the price increase results from an authority or obligation pursuant to law or regulations, or is caused by an increase in the price of raw materials, materials, wages, etc., or on other grounds that could not reasonably have been foreseen when the agreement was entered into.
In addition to the previous paragraph, Van Andel may increase the fee if, during the performance of the activities, it appears that the originally agreed or expected amount of work was underestimated to such an extent when the agreement was concluded, and this is not attributable to Van Andel, that Van Andel cannot reasonably be expected to perform the agreed activities for the originally agreed fee. In that case, Van Andel shall notify the Client of the intended fee increase and shall state the scope of the increase and the date on which it will take effect.
Article 8 – Payment
Payment must be made within thirty days after the invoice date at the office of Van Andel, or by transfer to a bank account designated by Van Andel. Payment of Van Andel’s invoices must be made, without deduction, discount or set-off, within 14 days after the invoice date, in a manner indicated by Van Andel and in the currency in which the invoice was issued. Any right of deduction, set-off or compensation by the Client is expressly excluded.
Payment must be made in euros. Objections to the amount of the invoices do not suspend the payment obligation.
Unless otherwise agreed in writing in the agreement with the Client, payment by the Client shall be made according to the following schedule, whereby Van Andel expressly reserves the right, in the case of distance selling, to agree a different payment arrangement:
upon conclusion of the agreement or placement of an order: one-third of the agreed fee;
upon delivery: two-thirds of the agreed fee.
In the case of partial deliveries, the remaining two-thirds of the amount due for the delivered goods must be paid upon each delivery.
The VAT due on the delivered goods must be paid in full upon delivery.
Van Andel is at all times entitled, before proceeding with delivery or continuing delivery, to require security for performance of the Client’s obligations. If the financial position or payment behaviour of the Client, in Van Andel’s opinion, gives reason to do so, Van Andel is entitled to require the Client to immediately provide additional security in a form to be determined by Van Andel. If the Client fails to provide the required security, Van Andel is entitled, without prejudice to its other rights, to immediately suspend further performance of the agreement, and everything owed by the Client to Van Andel on any grounds whatsoever shall become immediately due and payable. Van Andel also has the right at any time to require advance payment and/or cash payment from the Client, without prejudice to the provisions of the preceding paragraphs.
If the Client fails to comply, or fails to comply on time, with any payment obligation as referred to in the preceding paragraphs, Van Andel shall be entitled to suspend all its obligations towards the Client.
Every payment made by the Client to Van Andel, regardless of the cause, shall be deducted:
first, from any obligation of the Client to compensate Van Andel;
then, from what the Client owes Van Andel for costs and interest;
and finally, from the outstanding notes and invoices payable to Van Andel.

Every payment shall always be deducted from the oldest obligation of the Client towards Van Andel, observing the payment order stated above. Van Andel may refuse an offer of payment without thereby being in default if the Client designates a different order for allocation. Van Andel may refuse full repayment of the principal amount if the accrued and current interest and costs are not paid at the same time.

Article 9 – Default
The Client shall be in default without any notice of default as soon as it fails to perform, or fails to perform on time, any due obligation arising from the agreement, including these conditions, towards Van Andel.
Exceeding any period arising from the agreement, including these conditions, by the Client shall result in the Client’s immediate default.
Without prejudice to the right to claim performance or dissolve the agreement, Van Andel shall also be entitled, once the Client is in default, to claim compensation for the damage suffered as a result of the breach, which damage shall be estimated at at least 20% of the value of the performance to be delivered by the Client.
If the Client fails to comply on time with its obligation to pay a sum of money, it shall owe Van Andel interest on the amount due from the moment default occurs at a rate of 1% per month, whereby part of a month shall be counted as a full month.
As soon as the Client is in default, all claims of Van Andel against the Client shall become immediately and unconditionally due and payable. In the case of a jointly given assignment, Clients shall be jointly and severally liable for payment of the invoice amount, insofar as the activities were performed for the joint Clients, regardless of the name stated on the invoice.
In the event of liquidation, bankruptcy, attachment or suspension of payment of the Client, or if the Dutch Debt Restructuring Natural Persons Act applies to the Client, or if the Client is dissolved or liquidated, Van Andel’s claims against the Client shall become immediately due and payable without notice of default or judicial intervention and without prejudice to Van Andel’s other rights, such as the right to compensation.
Article 10 – Retention of Title
Van Andel retains ownership of all items delivered by it to the Client as long as the Client has not fully complied with its payment obligations and other obligations towards Van Andel under agreements for the delivery or provision of items or products and/or the performance of activities and/or services, including claims relating to a failure to perform such agreements.
The Client hereby undertakes, for then as now, at Van Andel’s first request, to establish a non-possessory pledge on all items referred to in paragraph 1, insofar as Van Andel’s retention of title to those items may at any time prove to have lapsed, or to provide other security for the benefit of Van Andel.
Without prejudice to paragraph 1, the items delivered by Van Andel shall be entirely for the account and risk of the Client from the moment of delivery. In the case of delivery at Van Andel’s business premises, delivery takes place at the moment the Client has been notified that the items to be delivered are available to it at Van Andel.
As soon as the Client in any way fails to comply with its obligations towards Van Andel, Van Andel has the right to take back the aforementioned items without any judicial intervention, even if they have meanwhile been attached to other movable or immovable property, without prejudice to other rights accruing to Van Andel as a result of the Client’s breach. Costs incurred by Van Andel in taking back such items shall be borne by the Client and shall amount to at least 20% of the value of the items taken back.
The Client is not permitted to dispose in any way of the items referred to in paragraph 1 without Van Andel’s written consent as long as those items remain the property of Van Andel.
The Client is obliged to fully cooperate with all acts and actions required to effectuate the retention of title provided for in this article.
If the Client, after the items have been delivered to it by Van Andel in accordance with the agreement, has fulfilled its obligations, the retention of title with respect to those items shall revive if the Client fails to fulfil its obligations under a later agreement.
Article 11 – Collection
If Van Andel takes collection measures to obtain payment of due claims against the Client, all costs thereof, both judicial and extrajudicial, including litigation costs and costs of legal assistance, shall be borne by the Client.
The extrajudicial costs referred to in paragraph 1 shall, for Clients who enter into an agreement with Van Andel as consumers, be calculated as follows, in accordance with the statutory scale under the Dutch Extrajudicial Collection Costs Standards Act and the related decree applicable at that time:
On the first EUR 2,500: 15%, with a minimum of EUR 40;
On the next EUR 2,500: 10%;
On the next EUR 5,000: 5%;
On the next EUR 190,000: 1%;
On the excess: 0.5%, with a maximum total of EUR 6,775.

For other Clients, meaning non-consumers, the calculation shall be in accordance with the foregoing in this paragraph, unless the actual costs prove to be higher, in which case the excess may also be charged.

Before collection costs may be charged, Van Andel shall first send a reminder with a payment period of at least 14 days. This reminder shall in any event contain:

an announcement of the consequences if payment is not made on time;
in particular, the amount of the collection costs then due;
and, if applicable, the amount of VAT to be charged on the collection costs.
If Van Andel files for the Client’s bankruptcy on reasonable grounds, the Client shall be obliged, in addition to the amount due and the costs charged thereon, to bear the costs associated with the bankruptcy petition. Any costs incurred by Van Andel in taking attachment measures shall also be borne by the Client.
If the agreement has been concluded jointly with two or more Clients, each of them shall be jointly and severally liable for performance of the obligations arising from the agreement.
Article 12 – Force Majeure and Changed Circumstances
If circumstances occur beyond the control of Van Andel, regardless of whether they were foreseeable at the time the agreement was concluded, which are of such a nature that compliance with the agreement cannot reasonably be required of Van Andel, Van Andel shall have the right to dissolve the agreement in whole or in part, whereby the Client cannot claim compensation from Van Andel for damage suffered.
The circumstances referred to in paragraph 1 include, among other things: war and threat of war, import and export bans, measures by Dutch or foreign government bodies, all external causes over which Van Andel has no influence, and all other circumstances, such as exchange-rate fluctuations, that make the agreement more burdensome and/or more costly for Van Andel than it was when the agreement was concluded.
Force majeure means any failure in the performance of the agreement that cannot be attributed to Van Andel or the Client because it is not due to the fault of Van Andel or the Client, nor is it for the account of Van Andel or the Client pursuant to law, legal act or generally accepted principles.
In the event of temporary force majeure, including the situation in which an item ordered by the Client or the base product required for it is temporarily out of stock, Van Andel is entitled to extend the intended delivery period by the period during which the temporary force majeure continues.
In the event of permanent force majeure, meaning a circumstance over which neither the Client nor Van Andel has or can reasonably have influence and which makes delivery or provision of items or performance of activities and/or services impossible, the Client or Van Andel respectively shall be entitled to dissolve the agreement extrajudicially. In the event of force majeure, the Client cannot claim compensation from Van Andel for damage suffered.
If during the performance of the agreement it appears necessary for proper performance to amend or supplement the activities to be performed or the goods to be manufactured as agreed between the parties, the parties shall amend the agreement accordingly in good time and by mutual consultation, except where Van Andel may unilaterally make an amendment or supplement pursuant to these conditions. If the parties agree that the agreement will be amended or supplemented, the time of completion of performance may be affected, and Van Andel shall inform the Client of this as soon as possible.
If the amendment or supplement referred to in paragraph 6 has financial and/or qualitative consequences, Van Andel shall inform the Client of this in advance. If a fixed fee was previously agreed between the parties, Van Andel shall indicate to what extent the amendment or supplement to the agreement will result in exceeding that fee.
Contrary to paragraph 7, Van Andel shall not be entitled to charge additional costs if the amendment or supplement is the result of circumstances attributable to Van Andel, unless the parties agree otherwise.
Article 13 – Warranty and Duty to Complain
Unless otherwise agreed in writing, Van Andel guarantees the proper performance of the agreed service for a period of six months after delivery or completion. If a different warranty period has been agreed, the other paragraphs of this article shall also apply.
If the agreed performance was defective, Van Andel shall choose whether to perform it properly after all or to credit the Client for a proportionate part of the invoice. If Van Andel chooses to perform the service properly after all, it shall determine the method and time of performance itself. If the agreed performance consisted partly of processing material supplied by the Client, the Client must supply new material at its own expense and risk.
Parts or materials that are repaired or replaced by Van Andel must be sent to Van Andel by the Client. All transport or shipping costs, costs of disassembly and assembly, and travel and accommodation costs shall be borne by the Client.
The Client must in all cases give Van Andel the opportunity to remedy any defect or to perform the processing again.
The Client may only invoke the warranty after it has fulfilled all its obligations towards Van Andel.

No warranty is given if defects are the result of:

a. normal wear and tear;
b. improper use;
c. failure to perform maintenance or incorrect maintenance;
d. installation, assembly, modification or repair by the Client or by third parties;
e. defects in or unsuitability of items originating from, or prescribed by, the Client;
f. defects in or unsuitability of materials or aids used by the Client;
g. no warranty is given on delivered items that were not new at the time of delivery, the inspection and repair of items belonging to the Client, or parts for which a manufacturer’s warranty has been granted.

The provisions of the preceding paragraphs of this article apply mutatis mutandis to any claims by the Client on the basis of breach of contract, non-conformity or any other legal ground.
The Client may not transfer rights under this article.
The Client may no longer rely on a defect in the performance if it has not complained to Van Andel in writing within fourteen days after discovering the defect or after it reasonably should have discovered it.
The Client must submit complaints about the amount of the invoice in writing to Van Andel within the payment period, failing which all rights shall lapse. If the payment period is longer than 14 days, the Client must complain in writing no later than 14 days after the invoice date.
Article 14 – Defects and Liability
For defects, both hidden and non-hidden, in or to items produced by third parties and delivered by Van Andel, Van Andel accepts no obligation to pay compensation, except insofar as liability is mandatory by law, for example in connection with possible product liability, and/or has been agreed pursuant to these general terms and conditions.
If the Client proves that it has suffered damage due to an error by Van Andel that would have been avoided by careful conduct, or damage caused by an unlawful act by Van Andel, Van Andel shall only be liable for direct financial loss that is the direct result of one or more attributable failures in the performance of the agreement.
Van Andel is not obliged to compensate damage that may arise for the Client due to business interruption or otherwise. Van Andel is therefore not liable for damage resulting from disruption of the business, loss of orders, loss of profit, personal accidents, however caused, in particular not as a result of non-delivery, late delivery, incorrect delivery, a defect in the delivered goods, or an allergy of the Client or a third party to any component of the delivered goods or services.
The Client indemnifies Van Andel against all claims, including those relating to product liability, by third parties against Van Andel, if and insofar as Van Andel cannot successfully rely on these conditions, and insofar as such claims would have been excluded if those third parties had been bound by these conditions.
Van Andel’s obligation to pay compensation on any statutory or contractual basis shall at all times be limited to a maximum of 50% of the invoiced contract sum or price, excluding VAT, of the agreement with the Client. If the agreement consists of parts or partial deliveries, the obligation to pay compensation shall be limited to a maximum of 50% of the invoiced contract sum or price of that part or partial delivery. If, for whatever reason, Van Andel cannot rely on the foregoing in this paragraph, Van Andel’s obligation to pay compensation on any statutory basis shall never exceed the amount paid out by Van Andel’s insurance in the relevant case.

The following shall not qualify for compensation:

a. indirect or consequential damage. Indirect or consequential damage includes, among other things, stagnation damage, production loss, loss of profit, transport costs and travel and accommodation costs. The Client may insure against this damage where possible;
b. damage to property in care, custody or control. This includes, among other things, damage caused by or during the performance of the work to items being worked on or to items located near the place where work is being carried out. The Client may insure against this damage if desired;
c. damage caused by intent or deliberate recklessness of auxiliary persons or non-managerial subordinates of Van Andel.

Van Andel is not liable for printing, writing and/or counting errors and/or ambiguities in quotations, order confirmations and/or brochures, nor for the consequences thereof.
Van Andel shall at all times have the right, if and insofar as possible, to undo or limit the Client’s damage, whereby the Client must provide all possible cooperation.
Van Andel is not liable for damage to material supplied by or on behalf of the Client as a result of improperly performed processing.
The Client indemnifies Van Andel against all claims by third parties for product liability as a result of a defect in a product supplied by the Client to a third party and which consisted partly of products and/or materials supplied by the Contractor. The Client is obliged to compensate all damage suffered by the Contractor in this respect, including the full costs of defence.
The limitation of liability set out in this article is also stipulated for the benefit of Van Andel’s employees and all persons who perform work for Van Andel and/or are engaged for the performance of the agreement.
Van Andel is not liable for damage suffered by the Client or third parties resulting from an act or omission of auxiliary persons engaged by Van Andel, excluding employees of Van Andel, even if they work for an organisation affiliated with Van Andel.
Article 15 – Complaints
Any complaints about defects in the goods delivered by Van Andel pursuant to the agreement with the Client must be reported to Van Andel in writing no later than fourteen days after delivery. The complaint must contain as detailed a description as possible of the alleged shortcoming or complaint, so that Van Andel is able to respond adequately.
Complaints as referred to in the previous paragraph do not suspend the Client’s payment obligations. Invoices already paid can never be the subject of complaints or other discussions and shall be deemed to have been fully approved by the Client; the Client waives all rights of complaint in that respect.
Defects that could not reasonably have been discovered within the period referred to in the previous paragraph must be reported immediately after discovery, but no later than sixty days after receipt of the goods. Such notification must be made only in writing and by registered mail with acknowledgement of receipt to Van Andel, accompanied by a detailed and clear description of the grievances and defects found.
The burden of proof of timely notification shall always rest with the Client.
Defects in part of the delivered goods do not entitle the Client to reject the entire delivered performance.
If Van Andel considers that a defect in the delivered goods has been proven, it shall have the choice either to redeliver the defective goods free of charge or to grant the Client a discount on the purchase price to be determined by mutual consultation. In the first case, the Client shall, at Van Andel’s request, return the defective goods to Van Andel carriage paid.
Insofar as these general terms and conditions do not provide otherwise, rights of claim and other powers of the Client against Van Andel on any grounds whatsoever in connection with the performance of activities by Van Andel shall in any event lapse one year after the moment at which the Client became aware or could reasonably have become aware of the existence of these rights and powers.
Article 16 – Purchases via the Internet

Definitions:

Cooling-off period: the period within which the consumer may exercise the right of withdrawal;
Consumer: the natural person acting for purposes outside his or her business or professional activity;
Day: calendar day;
Continuing transaction: a distance agreement relating to a series of products and/or services, the delivery and/or purchase obligation of which is spread over time;
Durable medium: any means that enables the consumer or entrepreneur to store information addressed personally to him or her in a way that allows future consultation and unchanged reproduction of the stored information;
Right of withdrawal: the consumer’s option to withdraw from the distance agreement within the cooling-off period;
Distance purchase: the distance agreement that is a consumer purchase;
Organisation: an organisation offering products and/or services to consumers at a distance;
Distance agreement: an agreement whereby, within the framework of a system organised by Van Andel for distance selling of products and/or services, up to and including the conclusion of the agreement, exclusive use is made of one or more means of distance communication;
Means of distance communication: a means that can be used to conclude an agreement without the consumer and entrepreneur being in the same room at the same time.
Article 17

If the agreement concerns a distance purchase, Articles 16 through 22 shall apply, unless the consumer’s payment obligation does not exceed EUR 50. In the event of conflict between these articles and other provisions of these terms and conditions, Articles 16 through 22 shall prevail.

Article 18 – The Distance Purchase Agreement
The agreement is concluded, subject to paragraph 4, at the moment the consumer accepts the offer and meets the conditions attached thereto.
Each offer shall contain such information that it is clear to the consumer what rights and obligations are attached to acceptance of the offer. This concerns in particular:
the price including taxes;
the main characteristics of the item;
the identity and, if the distance purchase requires advance payment of the price or part thereof, the address, telephone number, fax number, email address and trade name of Van Andel;
any delivery costs;
the manner in which the agreement will be concluded and which actions are required for this;
whether or not the right of withdrawal applies;
the method of payment, delivery and performance of the agreement;
the period for acceptance of the offer, or the period during which Van Andel guarantees the price;
the amount of the rate for distance communication if the costs of using the means of distance communication are calculated on a basis other than the regular basic rate for the communication method used;
whether the agreement will be archived after conclusion and, if so, how the consumer may consult it;
the way in which the consumer, before concluding the agreement, can check and, if desired, correct the data provided by him or her in the context of the agreement;
any other languages in which, besides Dutch, the agreement may be concluded;
the codes of conduct to which Van Andel has submitted and the way in which the consumer may consult these codes electronically;
the minimum duration of the distance agreement in the case of a continuing transaction.
If the consumer has accepted the offer electronically, Van Andel shall immediately confirm receipt of acceptance of the offer electronically. As long as receipt of this acceptance has not been confirmed by the entrepreneur, the consumer may dissolve the agreement.
If the agreement is concluded electronically, Van Andel shall take appropriate technical and organisational measures to secure the electronic transfer of data and shall ensure a secure web environment. If the consumer can pay electronically, Van Andel shall observe appropriate security measures.
Van Andel may, within legal limits, investigate whether the consumer can meet his or her payment obligations, as well as all facts and factors relevant to responsibly entering into the distance agreement. If, on the basis of this investigation, Van Andel has good grounds not to enter into the agreement, it shall be entitled to refuse an order or request with reasons, or to attach special conditions to performance.
Van Andel shall send the following information to the consumer with the product or service, in writing or in such a way that the consumer can store it in an accessible manner on a durable medium:
the visiting address of Van Andel’s establishment where the consumer can submit complaints;
the conditions under which and the manner in which the consumer may exercise the right of withdrawal, or a clear statement regarding the exclusion of the right of withdrawal;
information about warranties and existing after-sales service;
the information included in Article 4 paragraph 3 of these terms and conditions, unless the entrepreneur has already provided this information to the consumer before performance of the agreement;
the requirements for terminating the agreement if the agreement has a duration of more than one year or an indefinite duration.
In the case of a continuing transaction, the provision in the previous paragraph applies only to the first delivery.
Article 19 – Right of Withdrawal in Distance Purchases
A. Delivery of products

When purchasing products, the consumer has the option to dissolve the agreement without giving reasons for a period of 14 days. This cooling-off period commences on the day after receipt of the product by the consumer or by a representative designated in advance by the consumer and made known to Van Andel.

During the cooling-off period, the consumer shall handle the product and packaging with care. The consumer shall only unpack or use the product to the extent necessary to assess whether he or she wishes to keep it. If the consumer exercises the right of withdrawal, the product shall be returned to the entrepreneur with all delivered accessories and, if reasonably possible, in its original condition and packaging, in accordance with the reasonable and clear instructions provided by the entrepreneur.

B. Delivery of services

In the case of delivery of services, the consumer has the option to dissolve the agreement without giving reasons for a period of at least fourteen days, commencing on the day the agreement is entered into.

To exercise the right of withdrawal, the consumer shall follow the reasonable and clear instructions provided by Van Andel with the offer and/or no later than upon delivery, and shall use the “Model Withdrawal Form” provided by Van Andel for this purpose.

Article 20 – Costs in Case of Withdrawal in Distance Purchases
If the consumer exercises the right of withdrawal, at most the costs of return shipment shall be borne by the consumer.
If the consumer has paid an amount, Van Andel shall refund this amount as soon as possible, but no later than 14 days after the return shipment or withdrawal.
Article 21 – Exclusion of the Right of Withdrawal
Van Andel may exclude the consumer’s right of withdrawal insofar as provided in paragraphs 2 and 3. The exclusion of the right of withdrawal shall apply only if the entrepreneur has clearly stated this in the offer, or at least in good time before conclusion of the agreement.
Exclusion of the right of withdrawal is only possible for products:
that have been created by the entrepreneur in accordance with the consumer’s specifications;
that are clearly personal in nature;
that by their nature cannot be returned;
that can spoil or age quickly;
whose price is subject to fluctuations in the financial market over which the entrepreneur has no influence;
for individual newspapers and magazines;
for audio and video recordings and computer software of which the consumer has broken the seal.
Exclusion of the right of withdrawal is only possible for services:
relating to accommodation, transport, restaurant business or leisure activities to be performed on a specific date or during a specific period;
the delivery of which has begun with the consumer’s express consent before the cooling-off period has expired;
relating to betting and lotteries.
Article 22 – Conformity and Warranty in Distance Purchases
Van Andel guarantees that the products and/or services comply with the agreement, the specifications stated in the offer, the reasonable requirements of soundness and/or usability, and the statutory provisions and/or government regulations existing on the date the agreement was concluded. If agreed, Van Andel also guarantees that the product is suitable for use other than normal use.
A warranty provided by Van Andel, manufacturer or importer does not affect the statutory rights and claims that the consumer may assert against Van Andel under the agreement.
Article 23 – Law
A dispute exists as soon as one party declares that this is the case.
All disputes arising from this agreement may be brought exclusively before the competent court in Rotterdam, without prejudice to the application of the Bankruptcy Act in the event of a bankruptcy petition, unless the Client residing in the Netherlands chooses the court of his or her own place of residence within one month after Van Andel has notified the Client of its intention to take legal action.
Dutch law applies to all agreements governed by these conditions.

Rotterdam, version August 2018

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