Terms and conditions
4625DD Bergen op Zoom
(from 10.00 till 17.00)
KVK. 63786702,Btw nr NL 855.401.473.B.01
Article 1 - Definitions
- These General Terms and Conditions apply to all agreements concluded by Bambeme B.V. (hereinafter called: “Contractor”), and to all agreements between the Contractor and the Client and (as specified below), on the grounds of which the Contractor supplies one or more products to the Client and/or performs certain jobs and/or services for the Client.
- The Client: the natural person who is not acting in the course of his or her profession or for the running of his or her business and has concluded a (Remote) Agreement or wishes to conclude an Agreement respectively with the Contractor.
- Items: all types of products/items sold or supplied by the Contractor that could be the subject of an Agreement, with due observance of the Contractor’s business operations.
- Agreement: every arrangement between the Client and the Contractor to supply one of more Items and/or to perform one or more jobs for the Client.
- Remote Agreement: an agreement between the Contractor and the Client concluded within the framework of an organised system for remote sales of Items, for which one or more types of remotecommunication technology is used exclusively or in conjunction with other types of communication throughout the process until the Remote Agreement has been concluded.
- Right of Withdrawal: the Client’s option to abandon the Remote Agreement within the cooling-off period.
- Cooling-Off Period: the term within which the Client may exercise the Right of Withdrawal regarding the Remote Agreement.
- Standard Form for Abandonment of the Remote Agreement: the standard form for withdrawal as specified on the Contractor’s website.
- Departures from these Terms and Conditions are only effective insofar they have been agreed in writing between the Contractor and the Client and only apply to the (Remote) Agreement in question. Any terms and conditions used by the Client are not accepted by the Contractor with the exception of their separate, written acceptance by the Contractor.
Article 2 - Offer
- All offers are subject to contract unless the offer has specified a term for acceptance. An offer shall lapse if the Item to which the offer applies has become unavailable in the meantime.
- The Contractor cannot be bound to the Contractor’s offer if the Client should have understood, in terms of reasonableness and fairness and according to generally accepted standards, that the offer, or part of that offer, apparently contains an error or misprint.
- An offer made by the Contractor does not automatically apply to future contracts.
- The offer contains a full and accurate description of the offered Items. The description is sufficiently detailed to allow the Client to make a thorough assessment of the offer. If the Contractor uses images, those images will be the best possible and faithful representations of offered Items, though small differences in size and colour are permitted. Apparent mistakes or apparent errors in the offer do not bind the Contractor.
- In the offer, the Contractor assumes that the usual versions of the Items may be supplied. Special requirements and circumstances should be reported to the Contractor in advance in writing and/or orally and in sufficient detail. The Contractor shall specifically mention in the offer if and to which extent the Contractor will take them into consideration.
- The Contractor retains the right to refuse contracts and/or orders without stating the reasons.
Article 3 - Agreement
- a remote agreement is formed, subject to the provisions of article 2.6, when the client has accepted the offer and has met the conditions required.
- if the client has accepted the offer by electronic means, the contractor shall immediately confirm the receipt of the acceptance of the offer by electronic means. The client may dissolve the agreement until the receipt of that acceptance has been confirmed by the contractor.
- the contractor shall implement suitable technical and organisational measures for the protection of the electronic transfer of data and shall provide a secure web environment. If the client can pay by electronic means, the contractor shall observe suitable security measures.
- additional arrangements or changes made at a later time, and arrangements with and/or promises made by the contractor’s staff only bind the contractor if the contractor has confirmed them in writing.
- every agreement is concluded on the suspensive condition that the client – only at the discretion of the contractor – is sufficiently creditworthy for the financial fulfilment of the agreement.
- on or after the formation of the agreement and prior to its execution (or further execution), the contractor is entitled to demand adequate security that both the payment obligations and the other obligations will be fulfilled and the client is obliged to provide that security. Only the contractor shall decide whether the security provided by the client is adequate.
- on or after the formation of the agreement and prior to its execution (or further execution), the contractor is entitled to demand an advance of any volume from the client and the client is obliged to pay that advance.
- the clients is not entitled to transfer the rights arising from an agreement for work to be executed by the contractor to third parties without the contractor’s prior consent.
Article 4 - Right of withdrawal following remote purchase and exclusion
- the client may dissolve the remote agreementfor the delivery of one or more itemsduring a cooling-off period of fourteen (14) days without stating the reason(s). The contractor may ask the client for the reason(s) for the withdrawal but may not oblige the client to give his or her reason(s).
- in the cooling-off period specified in article 4.1 commences on the day after the client, or a third party designated in advance by the client, has received the item.
- items manufactured according to the client’s specifications, that are not prefabricated and that are manufactured on the basis of an individual choice, decision or the client’s specifications, or that are clearly intended for a specific person (of a personal nature) and items that cannot be returned due to their nature are excluded from the right of withdrawal.
Article 5 - The client's obligations during the cooling-off period
- the client should treat the item and the packaging with care during the cooling-off period. The client may unwrap the item or use it only as far as is needed to establish the nature, features and operation of the item. The guiding principle for this use is that the client may only handle and inspect the item as he or she would be permitted to do so in a shop.
- the client is only liable for a decrease in the item’s value if it is caused by handling the item more than permitted in article 5.1
Article 6 - Exercising the right of withdrawal following a remote purchase
- if the client abandons the remote agreement, he or she should notify the contractor within the cooling-off period of fourteen (14) days by means of the standard form for abandonment.
- the client should then return or hand over the item as quickly as possible but at least within fourteen (14) days following the day that the client notified the contractor of the abandonment to (an authorised representative of) the contractor. This is not necessary if the contractor has offered to collect the item. The client has at least observed the return period if he or she returns the item before the cooling-off period expires.
- the client should return the item with all the accessories that were delivered with it, if reasonably possible, in the original condition and packaging and according to the reasonable and clear instructions given by the contractor.
- the risk and burden of evidence for the correct and timely abandonment of the agreement and the correct and timely return/handover of the item rests with the client.
- the client bears the direct costs of returning the item unless otherwise agreed.
- the contractor shall reimburse all payments already made by the client, including any delivery costs but not including the direct costs of returning the item as intended in article 6.5 without delay but at least within fourteen (14) days following the day on which the client notifies the contractor of the withdrawal. Unless the contractor offers to collect the item, the contractor may postpone the reimbursement until the contractor has received the item or the client has demonstrated that the client has returned the item, depending on which happens first.
- the contractor shall use the same means of payment for the reimbursement as the client used, unless the client agrees to another means
Article 7 - Prices
- the prices shall not be raised during the applicability term specified in the (remote) agreement, with the exception of price changes due to changes in vat rates.
- the costs of courier services or the costs of special transport, particularly extra clearance charges, import duties and/or packaging costs that deviate from the usual packaging are not included in the price and will be charged to the client.
- the prices specified in the (remote) agreement include vat.
Article 8 - Delivery time and delivery
- the delivery time is understood to mean the period specified in the (remote) agreement in which the items must become available to the client.
- the delivery date is understood to mean the date specified in the (remote) agreement on which the items are delivered.
- the quoted delivery times and delivery dates are always approximate unless otherwise specifically agreed in writing. Those delivery times and delivery dates are indications and are never hard deadlines.
- if the contractor fails to deliver within the delivery time, the contractor will be in default if the contractor is given notice of default by the client by means of a warning, in which the contractor is given a term of fourteen (14) days for the delivery and fails to fulfil the obligations within that term. In the event the contractor is in default, the client is entitled to dissolve the (remote) agreement.
- the contractor is in default without requiring a notice of default if:
- The contractor has refused to deliver the item;
- Delivery within the arranged delivery time is essential, considering all circumstances surrounding the conclusion of the agreement;
- The client has informed the contractor before the (remote) agreement was concluded that delivery prior to or on a certain date was essential.
- on the dissolution of the agreement due to a failure to fulfil the contract intended in article 8.4, the contractor shall repay the client all the payments the contractor has received from the client.
- an arranged delivery time and delivery date only commence once the contractor has all the necessary information and the payment, if and insofar it should be made at the same time the contract is formed, is completed or the requested security or advance has been provided.
- the contractor is obliged to observe the stated delivery time and completion date as closely as possible, but cannot be held liable for any failure to meet it, within reason.
- a delayed delivery, if occurs within reasonable limits, does not create any right to compensation for loss or dissolution of the agreement. If nonetheless it is stipulated in the agreement that the delivery shall be made at a certain time and the client has informed the contractor in writing that the term must not be exceeded in any way, the client is entitled to dissolve the agreement after the arranged term has expired without the delivery being made, without court intervention, without prejudice to the client’s right to compensation for loss except in the event of force majeure on the part of the contractor. The client is obliged to notify the contractor in writing without delay.
- the contractor is entitled to extend the delivery time and/or postpone the delivery date if circumstances attributable to the client or due to changes in the agreement or in the conditions of the execution of the agreement mean that the contractor cannot reasonably be required to deliver the items within the said delivery period and on the said delivery date. If the circumstances are beyond the control of the contractor, article 15 shall apply.
- if, during the execution of the agreement, it emerges that, for a proper execution of the agreement, it is necessary to change it or add to it, the parties shall meet to discuss to amending the agreement in due time. If the nature, scope or content of the agreement, either at the request or on the instruction of the client, is altered and the agreement is consequently changed in terms of quality and/or quantity, it may have consequences for what was originally agreed. As a consequence, the sum originally arranged could be raised of lowered. The contractor shall submit a quotation in advance insofar possible. The term originally quoted for the execution may be altered due to an amendment to the agreement. The client accepts the possibility of amendments to the agreement, including changes in price and term of delivery.
- if the agreement is amended, including by an addition, the contractor is entitled to only start the execution of the agreement after the authorised person in the contractor’s company and the client have approved the quoted price and other conditions, including the time for the execution that should be arranged in that event. Not executing or not immediately executing the amended agreement does not mean that the contractor is in breach of contract and does not give the client reason to cancel the contract.
- the contractor may refuse a request to amend the agreement without being default if itis has an effect, in terms of quality and/or quantity, on the work to be performed and/or on the items to be delivered within that context.
- unless otherwise agreed, the place of delivery is the contractor’s address.
- delivery in parts (part deliveries) is always permitted. Aforementioned part deliveries may be invoiced separately by the contractor. In that event, the client is obliged to pay in accordance with the provisions of article 17 of these terms and conditions.
- the client is obliged to inspect the items delivered on receipt. Any deficiencies or damage should be reported to the contractor in accordance with the article 9 of these terms and conditions.
- the contractor is authorised to call in third parties for the completion of a delivery.
Article 9 - Guarantee/complaints procedure/objections
- the contractor shall ensure that the items the contractor delivers comply with the agreement, the specifications stated in the offer, the reasonable standards of soundness and/or usability and statutory provisions and/or government regulations in effect on the date the agreement was formed.
- any extra guarantee issued by the contractor, the contractor’s supplier, import company or manufacturer shall never limit the statutory rights and claims the client may exercise against the contractor pursuant to the agreement if the client fails to fulfil the client’s part of the agreement.
- extra guarantee is understood to mean every contract with the contractor, the contractor’s supplier, import company or manufacturer in which the contractor, the contractor’s supplier, import company or manufacturer accords certain rights or claims to the client that extend beyond the statutory obligations in the event contractor fails to fulfil the contractor’s part of the agreement.
- any kind of guarantee will lapse if a fault was caused by, or arose from, improper or spurious used of the item.
- if visible faults in the packaging or deficiencies are identified, the client should report those visible faults or deficiencies, immediately on delivery, by telephone and immediately after that, in writing, to the contractor within five (5) working days after the delivery at the latest.
- the client should report non-visible faults in the delivered items to the contractor immediately after their discovery, by telephone and confirm it immediately after that, in writing, to the contractor within seven (7) working days on the understanding that the client should report such faults to the contractor within three (3) months after the delivery at the latest.
- after identifying any fault, the client is obliged to stop using the item in question immediately and furthermore to make every possible effort within reason to prevent (further) damage and/or desist any actions that could cause (further) damage.
- the notice of default should contain a description of the failure that is as detailed as possible so that the contractor can respond adequately. The client should allow the contractor the opportunity to investigate(or commission an investigation) of the complaint.
- if the client submits a complaint in due time, it will not suspend the client’s payment obligations. In that event, the client will remain obliged to purchase and payment of the ordered item, unless no independent value can be attached to it.
- if a fault is reported later, the client shall not be entitled to repair, replace or compensate for damages unless a longer term arises from the nature of the item or the other circumstances of the case.
- if it has been established that an item is faulty and the fault was reported in due time, the contractor shall replace or arrange the repair the faulty item or pay the client a compensation for replacement – to be decided at the contractor’s discretion – within a reasonable term after its receipt when returned to the contractor, or if returning the item is not reasonably possible, after receipt of a written notice of the fault from the client. If the item is replaced, the client is obliged to return the item that is to be replaced to the contractor and to furnish the contractor with its ownership unless the contractor instructs otherwise.
- if it emerges that the client has mistakenly made a claim on the guarantee, all inspections costs and additional costs will be charged to the client.
- objections related to invoices, if those invoices are handed to the client at the same time as the items, should be reported to the contractor immediately. If the invoices are sent, objections about those invoices should be submitted within eight (8) days after the date on the invoice to the contractor.
9.14 after the terms specified above have expired, the client will be deemed to have approved the delivered items and the invoice respectively. In that case, objections will not be handled.
9.15 filing a complaint/objection never relieves the client of the client’s payment obligations specified elsewhere in these terms and conditions to the contractor.
Article 10 - Transport
- the method of shipping and packaging will be decided by the contractor with due care and diligence.
- the risk of damage and/or loss of items rests with the contractor until the time of delivery to the client or to a representative of the client, designated in advance and of whom the contractor has been notified in advance, unless specifically otherwise agreed.
- if the client designates a transport company and that transport company is not offered by the contractor as an option, the risk is transferred to the client as soon as the item is received by the transport company.
Article 11 - Liability
- the contractor shall deliver the contractor’s items according to the contractor’s best abilities with the care that may be expected of the contractor. If an error occurs because the client has given the contractor incorrect or incomplete information, the contractor cannot be held liable for the loss that arises from that error.
- the contractor can only be held liable for direct loss incurred by the client, which might have arisen from the agreements between the contractor and the client on the grounds of which the contractor delivers one or more items to the client, insofar stipulated in these general terms and conditions.
- the compensation for loss to be paid by the contractor due to attributable failure to fulfil an agreement between the contractor and the client on the grounds of which the contractor delivers one or more items to the client, shall, if the client demonstrates that the client has incurred a loss because of an error of the contractor that could have been avoided if the matter had been handled with due care, the contractor’s liability will always be limited to the sum that is paid out pursuant to the contractor’s liability insurance in the pertinent case, to be increased with the sum of the excess that is not borne by the insurance company (companies) pursuant to the policy conditions.
- if, for any reason, the insurance company (companies) does (do) not pay out, every liability of the contractor shall be limited to 100% of the sums, sums invoiced and to be invoiced by the contractor to the client pursuant to the agreement (not including turnover tax) to no more than eur 1,500.00. The sums and prices intended in this paragraph will be reduced by credit notes demanded by the client and granted by the contractor.
- with due observance of the provisions stipulated elsewhere in these terms and conditions, the contractor cannot in any case be held liable for damage caused by improper use of the delivered item or use of the delivered item for a purpose other than for which it is suitable according to objective criteria.
- furthermore, the contractor cannot in any case be held liable for losses due to delay, for losses due to overdue delivery as a consequence of altered circumstances or for losses arising from inadequate cooperation, information or materials provided by the client.
- the contractor does not accept any liability for materials supplied by the contractor’s supplier.
- the limitation of the contractor’s liability as specified above in paragraphs 11.1 to 11.7 (inclusive) do not apply in the event of wilful misconduct or gross negligence on the part of the contractor.
- the contractor’s liability never extends further than stipulated in these general terms and conditions, regardless of whether the claims arise from an agreement or for other reasons, specifically an unlawful act.
- the contractor always retains the right, if and insofar possible, to reverse or limit the loss incurred by the client by means of repairing or remedying the faulty item.
- in the event of an unlawful act performed by the contractor, or by the contractor’s employees or subordinates for whom the contractor can by law be held liable, the contractor can only be held liable for compensation of the loss insofar it was caused by wilful misconduct or gross negligence.
Article 12 - Time limit
- as a departure from the statutory time limits, the time limit on all claims and cases against the contractor and third parties called in by the contractor for the execution of the agreement is one (1) year.
- the provisions of paragraph 1 do not apply to legal actions and cases founded on facts that would justify the allegation that the delivered item does not comply with the agreement. Such claims and cases will expire after two (2) years after the client has notified the contractor of such non-conformance
Article 13 - Risk transfer
- the risk of loss, damage or loss of value is transferred to the client when the items are put under the control of the client.
Article 14 - Suspension, dissolution and early termination of the agreement
- the contractor is authorised to suspend the fulfilment of the obligations immediately or to dissolve the agreement with immediate effect if:
- the client fails to fulfil, fails partially to fulfil or fails to fulfil in due time, the obligations arising from the agreement;
- after the agreement has been concluded, the contractor is informed of circumstances that give good reason to fear that the client will not fulfil the obligations;
- the client was requested to provide security for the payment of the client’s obligations when the agreement was concluded and the security is not forthcoming or is insufficient;
- due to the delay on the part of the client, the contractor cannot be required to fulfil the agreement on the conditions originally arranged any longer, the contractor is entitled to dissolve the agreement;
- circumstances arise of such a nature that fulfilment of the agreement becomes impossible or the unaltered maintenance of this agreement cannot reasonably be required of the contractor; – the client dies or is placed under guardianship;
- if the dissolution can be attributed to the client, the contractor is entitled to compensation for the loss, including the costs arising directly and indirectly from it.
- if the agreement is dissolved, the claims the contractor has against the client become immediately due and payable. If the contractor suspends the fulfilment of the obligations, the contractor retains the contractor’s right to claims arising from the law and the agreement.
- if the contractor suspends the fulfilment or dissolves the agreement on the grounds specified in this article, the contractor can never be obliged in any way to pay compensation for loss or costs arising in any way or compensation for damage, while the client, due to breach of contract, is obliged to pay compensation for loss or damage.
- in the event of liquidation, (application for) a moratorium or bankruptcy, attachment – if and insofar the attachment is not cancelled within three (3) months – regarding the client, debt management or other circumstances due to which the client cannot dispose freely of the client’s capital, the contractor is at liberty to terminate the agreement immediately and with immediate effect or to cancel the order or agreement without any obligation on the contractor’s part to pay any compensation for loss or damage. In that event, the contractor’s claims against the client are immediately due and payable.
Article 15 - Force majeure
- in the event of force majeure, the contractor has the right to suspend the execution of the agreement or dissolve the agreement partially or fully without court intervention without the contractor being bound to any compensation for damage.
- in this matter, force majeure is given to mean: every situation due to which the client cannot reasonably require the contractor to fulfil the agreement any longer. Force majeure always includes: war, threat of war, civil war, riot, flooding, water damage, wilful damage, fire, sit-down strikes, labour strikes, excessive absenteeism due to illness of the contractor’s staff, transport difficulties, unforeseen technical complications, operational breakdowns at the contractor’s facilities or those of the contractor’s suppliers, breaches of contract by the contractor’s suppliers and government measures including import and export bans and quota systems.
- if the delivery is delayed by more than one (1) month due to force majeure, both parties may terminate the agreement without any obligation to pay compensation for damage to the other party.
- if the contractor has already fulfilled part of the contractor’s obligations arising from an agreement when the circumstance of force majeure arise, the contractor is entitled to invoice the goods or service that have already been completed separately and the client is obliged to pay that invoice as if it were a separate transaction.
Article 16 - Retention of title
- the contractor remains the owner of all items delivered to the client until the purchase price for all those items has been paid in full. The retention of title also applies to the claims the contractor might acquire against the client due to the client’s failure to fulfil one or more the client’s obligations to the contractor.
- as long as the title has not been transferred to the client, the client may not pledge the items or grant a third party any right to them.
- the client is obliged to store that items delivered under retention of title with due care and recognisably as the property of the contractor.
- the client is obliged to insure that items for the tern of the retention of title against damage from fire, explosion and water and against theft and to allow the contractor inspection of the policy documents of those insurance policies at the contractor’s request. All claims of the client against the insurance companies of the items pursuant to the aforementioned insurance policies will, as soon as the contractor requests it, be pledged to the contractor by the client in the way intended in section 3:239 of the dutch civil code, for further security for the contractor’s claims against the client.
- if the client fails in the fulfilment of the client’s payment obligations to the contractor or the contractor has good reason to fear that the client will fail to fulfil those obligations, the contractor is entitled to recover the items delivered under retention of title.
- after the recovery, the client will be credited for the market value, to a maximum limit of the original purchase price, reduced with the costs the contractor has incurred arising from and for the recovery.
- in the event of an attachment, a moratorium or bankruptcy of the client, the client shall immediately inform the bailiff levying the attachment, the administrator or receiver of the contractor’s property rights. The client guarantees that an attachment of the delivered items will be cancelled immediately.
Article 17 - Payment
- unless otherwise specifically agreed in writing, the payment should be made by means of deposit or transfer to a bank or giro account stated on the invoice within the term fixed by the contractor but at the latest within fourteen (14) days of the date on the invoice. The value date stated by the bank/giro is decisive and shall be regarded as the date of payment.
- each payment made by the client serves firstly as payment of the interest the client owes and the payment of the collection costs incurred by the contractor and will then be deducted from the oldest outstanding claim, even if the client states that the payment pertains to a later invoice.
- if the client is both the contractor’s debtor and creditor, the contractor is entitled to set off the contractor’s debt.
Article 18 - Interests and costs
- if the client does not fulfil the client’s payment obligations in due time, the client, after the contractor has informed the client of the overdue payment and the contractor has granted the client a term of fourteen (14) days to as yet fulfil the client’s payment obligations and if the payment was not made within that 14-day term, will owe the statutory interest on the remaining outstanding sum and the contractor is entitled to charge the statutory interest for consumer transactions.
Article 19 - Applicable law and disputes
- all agreements between the client and the contractor to which these general terms and conditions apply are governed by dutch law.
- all disputes related to the agreements between the client and the contractor to which these which these general terms and conditions apply shall be settled by the competent court in the district in which the contractor has his place of business, to the exclusion of all judicial authorities.
Article 20 - Amendments and additions to these terms and conditions
- the contractor always has the right to amend and/or add to these terms and conditions.
- amendments and/or additions will become effective after the client has been informed of them and do not apply with retrospective effect.
- if any provision in these terms and conditions proves not be legally valid and/or loses its legal effect, it will not affect the remaining provisions of the general terms and conditions and the parties are obliged to arrange a new provision as soon as possible of which the meaning is as close as possible to the “former” meaning.