Article 1: Definitions
- Bottlemonkey, established in Amsterdam, Chamber of Commerce number 70058377, is referred to as seller in these general terms and conditions.
- The counterparty of the seller is referred to as the buyer in these general terms and conditions.
- The parties are seller and buyer together.
- The agreement refers to the purchase agreement between the parties.
Article 2: Applicability of general terms and conditions
- These conditions apply to all quotations, offers, agreements and deliveries of services or goods by or on behalf of the seller.
- It is only possible to deviate from these conditions if this has been expressly agreed in writing by the parties.
Article 3: Payment
- The full purchase price is always paid immediately in the store. In some cases, a deposit is expected with reservations. In that case, the buyer will receive proof of the reservation and the advance payment.
- If the buyer does not pay on time, he is in default. If the buyer remains in default, the seller is entitled to suspend the obligations until the buyer has fulfilled his payment obligation.
- If the buyer remains in default, the seller will proceed to recover. The costs related to that collection will be borne by the buyer. These collection costs are calculated on the basis of the Decree on compensation for extrajudicial collection costs.
- In the event of liquidation, bankruptcy, attachment or suspension of payment of the buyer, the seller’s claims against the buyer are immediately due and payable.
- If the buyer refuses to cooperate with the execution of the order by the seller, he is still obliged to pay the agreed price to the seller.
Article 4: Offers, quotations and price
- Offers are without obligation, unless the offer contains a term of acceptance. If the offer is not accepted within that set period, the offer will expire.
- Delivery times in quotations are indicative and, if exceeded, do not entitle the buyer to termination or compensation, unless the parties have expressly agreed otherwise in writing.
- Offers and quotations do not automatically apply to repeat orders. Parties must agree this explicitly and in writing.
- The price stated on offers, quotations and invoices consists of the purchase price including the VAT owed and any other government levies.
Article 5: Right of withdrawal
- The consumer is entitled to dissolve the contract without giving reasons within 14 days of receipt of the order (right of withdrawal). The period starts from the moment the (entire) order is received by the consumer.
- There is no right of withdrawal if the products are custom-made according to its specifications or have a short shelf life.
- The consumer can use a withdrawal form from the seller. The seller is obliged to make this available to the buyer immediately after the buyer’s question.
- During the reflection period, the consumer will handle the product and packaging with care. He will only unpack or use the product to the extent necessary to assess whether he wishes to keep the product. If he makes use of his right of withdrawal, he will return the unused and undamaged product with all accessories supplied and – if reasonably possible – in the original
return shipping packaging to the seller, in accordance with the reasonable and clear instructions provided by the entrepreneur.
Article 6: Changes to the agreement
- If during the execution of the agreement it appears that for the proper execution of the assignment it is necessary to change or supplement the work to be performed, the parties will timely and in mutual agreement adjust the agreement accordingly.
- If the parties agree that the agreement will be changed or supplemented, the time of completion of the execution may be influenced by this. The seller will inform the buyer of this as soon as possible.
- If the amendment or addition to the agreement has financial and / or qualitative consequences, the seller will inform the buyer in writing in advance.
- If the parties have agreed on a fixed price, the seller will indicate to what extent the change or addition to the agreement will result in this price being exceeded.
- Contrary to the provisions of the third paragraph of this article, the seller cannot charge additional costs if the change or addition is the result of circumstances that can be attributed to him.
Article 7: Delivery and transfer of risk
- As soon as the purchased item has been received by the buyer, the risk passes from the seller to the buyer.
Article 8: Research, complaints
- The buyer is obliged to examine the delivered goods at the time of delivery or delivery, but in any case within the shortest possible time. In doing so, the buyer should investigate whether the quality and quantity of the delivered goods correspond with what the parties have agreed, at least that quality and quantity meet the requirements that apply in normal (trade) traffic.
- Complaints regarding damage, shortages or loss of delivered goods must be submitted by the buyer in writing to the seller within 10 working days after the day of delivery of the goods.
- If the complaint is well-founded within the stipulated period, the seller has the right to either repair, or to deliver again, or to refrain from delivery and to send the buyer a credit note for that part of the purchase price.
- Minor and / or customary deviations in the industry and differences in quality, number, size or finish cannot be invoked against the seller.
- Complaints with regard to a certain product do not affect other products or parts belonging to the same agreement.
- After processing the goods at the buyer, no more complaints will be accepted.
Article 9: Samples and models
- If a sample or model has been shown or provided to the buyer, then it is presumed that it has only been provided as an indication without the goods to be delivered having to correspond to it. This is different if the parties have expressly agreed that the goods to be delivered will correspond to them.
- In the case of contracts for immovable property, the indication of the surface area or other dimensions and indications is also presumed to be intended as an indication only, without the goods to be delivered having to be reply.
Article 10: Delivery
- Delivery takes place “ex factory / shop / warehouse”. This means that all costs are for the buyer.
- The buyer is obliged to purchase the goods when the seller delivers them or has them delivered to him, or at the time when these goods are made available to him according to the agreement.
- If the buyer refuses to take delivery or is negligent in providing information or instructions that are necessary for the delivery, the seller is entitled to store the item at the expense and risk of the buyer.
- If the goods are delivered, the seller is entitled to charge any delivery costs.
- If the seller needs information from the buyer for the execution of the agreement, the delivery time will commence after the buyer has made this information available to the seller.
- A delivery period specified by the seller is indicative. This is never a strict deadline. If the term is exceeded, the buyer must give the seller written notice of default.
- The seller is entitled to deliver the goods in parts, unless the parties have agreed otherwise in writing or if partial delivery is not of independent value. On delivery in parts, the seller is entitled to invoice these parts separately.
Article 11: Force majeure
- If the seller cannot fulfill his obligations under the agreement due to force majeure, or fails to do so in time or properly, he is not liable for damage suffered by the buyer.
- Force majeure means parties in any case any circumstance that the seller could not take into account at the time of entering into the agreement and as a result of which the normal execution of the agreement cannot reasonably be expected by the buyer, such as illness, war or danger of war, civil war and riot, acts of war, sabotage, terrorism, power failure, flood, earthquake, fire, occupancy, strikes, worker exclusion, altered government measures, transportation difficulties, and other disruptions in seller’s business.
- Furthermore, the parties understand by force majeure the circumstance that suppliers that the seller depends on for the execution of the agreement do not fulfill the contractual obligations towards the seller, unless this can be blamed on the seller.
- If a situation as referred to above arises as a result of which the seller is unable to meet his obligations to the buyer, those obligations will be suspended as long as the seller cannot meet his obligations. If the situation referred to in the previous sentence has lasted 30 calendar days, the parties have the right to dissolve the agreement in whole or in part in writing.
- If the force majeure continues for more than three months, the buyer has the right to dissolve the agreement with immediate effect. Dissolution is only possible by registered letter.
Article 12: Transfer of rights
- A party’s rights under this agreement cannot be transferred without the prior written consent of the other party. This provision applies as a clause with property law effect as referred to in Section 3:83 (2) of the Dutch Civil Code.
Article 13: Retention of title and right of retention
- The goods present at the seller and the delivered goods and parts remain the property of the seller until the buyer has paid the entire agreed price. Until then, the seller can invoke his retention of title and take back the goods.
- If the agreed amounts to be paid in advance are not or not paid on time, the seller has the right to suspend the work until the agreed part has been paid. There is then a question of credit default. In that case, a late delivery cannot be invoked against the seller.
- The seller is not authorized to pledge the goods falling under his retention of title or to encumber them in any other way.
- The seller undertakes to insure and keep insured the goods delivered to the buyer under retention of title against fire, explosion and water damage as well as against theft and to make the policy available for inspection upon first request.
- If goods have not yet been delivered, but the agreed advance payment or price has not been paid in accordance with the agreement, the seller has the right of retention. The item will not be delivered until the buyer has paid in full and in accordance with the agreement.
- In the event of liquidation, insolvency or suspension of payment of the buyer, the obligations of the buyer are immediately due and payable.
Article 14: Liability
- Any liability for damage arising from or related to the performance of an agreement is always limited to the amount paid out in the relevant case by the concluded liability insurance policy or policies. This amount is increased by the amount of the deductible according to the relevant policy.
- The liability of the seller for damage resulting from intent or deliberate recklessness on the part of the seller or his managerial subordinates is not excluded.
Article 15: Obligation to complain
- The buyer is obliged to immediately report complaints about the work performed to the seller. The complaint contains the most detailed description of the shortcoming, so that the seller is able to respond adequately.
- If a complaint is well-founded, the seller is obliged to repair the good and replace it if necessary.
Article 16: Guarantees
- If guarantees are included in the agreement, the following applies. The seller guarantees that the goods sold comply with the agreement, that it will function without defects and that it is suitable for the use that the buyer intends to make of it. This guarantee applies for a period of two calendar years after receipt of the sold by the buyer.
- The aforementioned guarantee is intended to cover such an agreement between the seller and the buyer risk distribution that the consequences of a breach of a guarantee are always fully for the account and risk of the seller and that the seller can never invoke article 6:75 of the Dutch Civil Code in respect of a breach of a guarantee. The provisions of the previous sentence also apply if the infringement was known or could have been known to the buyer by conducting an investigation.
- The aforementioned warranty does not apply if the defect arose as a result of improper or improper use or if – without permission – the buyer or third parties have made changes or attempted to make or used the purchased goods for purposes for which it is not intended .
- If the warranty provided by the seller relates to an item produced by a third party, the warranty is limited to the warranty provided by that producer.
Article 17: Applicable law
- Only Dutch law applies to this agreement between seller and buyer. The Dutch court has jurisdiction.
- The applicability of the Vienna Sales Convention is excluded.
- If, in legal proceedings, one or more provisions of these general terms and conditions are regarded as unreasonably onerous, the other provisions remain in full force.
Article 18: Choice of forum
All disputes arising from this agreement will be submitted exclusively to the
competent court of the Amsterdam District Court.