General Terms and Conditions – De Tweeling

E-mail: info@de-tweeling.com
Website: www.de-tweeling.com

Article 1 – Definitions

  1. De Tweeling: De Tweeling, established in Utrecht, registered with the Chamber of Commerce under number 71060340.
  2. Customer: the party with whom De Tweeling has entered into an agreement.
  3. Parties: De Tweeling and the Customer jointly.
  4. Consumer: a Customer who is a natural person acting for private purposes.

Article 2 – Applicability

  1. These terms and conditions apply to all offers, quotations, activities, orders, agreements, and deliveries of products or services by or on behalf of De Tweeling.
  2. Deviations from these terms are only valid if agreed upon in writing by De Tweeling and the Customer.
  3. The applicability of any general terms and conditions of the Customer or third parties is expressly excluded.

Article 3 – Prices

  1. De Tweeling applies prices in euros, including VAT and excluding any additional costs such as administrative or shipping costs, unless agreed otherwise in writing.
  2. De Tweeling may change the prices of its services and products on its website and in other communications at any time.
  3. Increases in the cost prices of products or parts thereof, which De Tweeling could not reasonably foresee at the time of making the offer or concluding the agreement, may result in price increases.
  4. The Consumer has the right to terminate the agreement due to a price increase as referred to in paragraph 3, unless the increase results from statutory regulations.

Article 4 – Samples and Models

  1. If the Customer has received a sample or model of a product, no rights may be derived from it other than that it is an indication of the nature of the product, unless it has been agreed in writing that the products to be delivered will correspond to the sample or model.

Article 5 – Payments and Payment Terms

  1. De Tweeling may require an advance payment of up to 50% of the agreed amount when entering into the agreement.
  2. Payments made after delivery must be settled within 14 days after delivery.
  3. The payment terms applied by De Tweeling are strict deadlines. This means that if the Customer has not paid the agreed amount by the final day of the payment term, the Customer is automatically in default, without De Tweeling being required to send a reminder or notice of default.
  4. De Tweeling may make delivery conditional upon immediate payment or require adequate security for the total amount of the services or products.

Article 6 – Right of Reclamation

  1. If the Customer is in default, De Tweeling may invoke the right of reclamation with respect to unpaid products delivered to the Customer.
  2. De Tweeling exercises its right of reclamation by means of a written or electronic notification to the Customer.
  3. Once the Customer has been informed of the invocation of the right of reclamation, the Customer must immediately return the relevant products to De Tweeling, unless agreed otherwise in writing.
  4. The Customer bears the costs of retrieving or returning the products as referred to in paragraph 3.

Article 7 – Right of Withdrawal

  1. A Consumer may cancel an online purchase within 14 days after purchase without stating reasons.
  2. This right of withdrawal does not apply if:
  • the product has been used
  • the product is perishable, such as food or flowers
  • the product has been specially made or customized for the Consumer
  • the product cannot be returned for hygiene reasons, such as underwear or swimwear
  • the seal has been broken on data carriers with digital content, such as DVDs or CDs
  • the product or service concerns accommodation, travel, catering, transport, restaurant services, or leisure activities
  • the product consists of a single newspaper or magazine
  • the Consumer has waived their right of withdrawal.
  1. The 14-day withdrawal period referred to in paragraph 1 begins:
  • on the day after the Consumer has received the last product or component of a single order
  • once the Consumer has confirmed that digital content will be supplied via the internet.
  1. The Consumer may exercise the right of withdrawal by sending an email with that subject to info@de-tweeling.com, optionally using the withdrawal form available on the website of De Tweeling, www.de-tweeling.com.
  2. The Consumer must return the product to De Tweeling within 14 days after sending the email referred to in paragraph 4.
  3. If the Consumer does not return the product within 14 days after notifying De Tweeling of the withdrawal, the right of withdrawal expires.

Article 8 – Reimbursement of Delivery Costs

  1. If the Consumer has timely exercised the right of withdrawal and returned the complete order in time, De Tweeling will reimburse any delivery costs paid by the Consumer within 14 days after receipt of the fully returned order.
  2. Delivery costs are only reimbursed by De Tweeling if the complete order is returned.

Article 9 – Reimbursement of Return Costs

  1. If the Consumer exercises the right of withdrawal and returns the complete order in time, the Consumer bears the return costs.

Article 10 – Right of Suspension

  1. Unless the Customer is a Consumer, the Customer waives the right to suspend the performance of any obligation arising from this agreement.

Article 11 – Right of Retention

  1. De Tweeling may exercise its right of retention and retain products of the Customer until all outstanding invoices of De Tweeling have been paid, unless the Customer has provided sufficient security for those costs.
  2. The right of retention also applies on the basis of previous agreements under which the Customer still owes money to De Tweeling.
  3. De Tweeling is not liable for any damage suffered by the Customer as a result of exercising its right of retention.

Article 12 – Set-off

  1. Unless the Customer is a Consumer, the Customer waives the right to set off any debt owed to De Tweeling against a claim against De Tweeling.

Article 13 – Retention of Title

  1. De Tweeling remains the owner of all delivered products until the Customer has paid all outstanding invoices relating to the underlying agreement, including claims arising from failure to perform.
  2. Until the moment referred to in paragraph 1, De Tweeling may exercise its retention of title and repossess the products.
  3. Before ownership has passed to the Customer, the Customer may not pledge, sell, transfer, or otherwise encumber the products.
  4. If De Tweeling exercises its retention of title, the agreement is deemed dissolved and De Tweeling may claim compensation, lost profits, and interest from the Customer.

Article 14 – Delivery

  1. Delivery takes place while stocks last.
  2. Delivery takes place at De Tweeling, unless agreed otherwise.
  3. Delivery of online ordered products takes place at the address provided by the Customer.
  4. If the Customer does not pay the agreed amounts on time, De Tweeling may suspend its obligations until payment has been made.
  5. In the event of late payment, creditor’s default applies, meaning the Customer cannot hold De Tweeling liable for delayed delivery.

Article 15 – Delivery Time

  1. Delivery times provided by De Tweeling are indicative. No rights can be derived from delayed delivery unless agreed otherwise in writing.
  2. The delivery period commences once the Customer has fully completed the ordering process and received confirmation from De Tweeling.
  3. The Customer is not entitled to compensation or termination of the agreement if De Tweeling delivers later than agreed. Termination is only permitted if agreed in writing or if De Tweeling fails to deliver within 14 days after written notice of default, unless otherwise agreed.

Article 16 – Actual Delivery

  1. The Customer must ensure that actual delivery of the ordered products can take place in a timely manner.

Article 17 – Transport Costs

  1. The Customer bears the transport costs unless otherwise agreed in writing between the Customer and De Tweeling.

Article 18 – Packaging and Shipping

  1. If the packaging of a delivered product is opened or damaged, the Customer must have this noted by the carrier before accepting the product. Failure to do so releases De Tweeling from liability for any damage.
  2. If the Customer arranges transport themselves, any visible damage to products or packaging must be reported to De Tweeling prior to transport. Failure to do so releases De Tweeling from liability.

Article 19 – Storage

  1. If the Customer collects ordered products later than the agreed delivery date, the risk of any quality loss rests entirely with the Customer.
  2. Any additional costs resulting from early or late collection of products are borne entirely by the Customer.

Article 20 – Assembly and/or Installation

  1. Although De Tweeling strives to carry out assembly and/or installation work to the best of its ability, it accepts no responsibility except in cases of intent or gross negligence.

Article 21 – Warranty

  1. Warranty applies only to defects caused by faulty manufacturing, construction, or defective materials.
  2. The warranty does not apply:
    – in the case of normal wear and tear
    – for damage caused by accidents;
    – for damage caused by modifications made to the product
    – for damage resulting from negligence or improper use by the Customer
    – if the cause of the defect cannot be clearly established
  3. The risk of loss, damage, or theft of products subject to an agreement between the Parties transfers to the Customer at the moment the products are legally and/or physically delivered or come under the control of the Customer or a third party receiving them on behalf of the Customer.

Article 22 – Indemnification

  1. The Customer indemnifies De Tweeling against all claims by third parties relating to products and/or services supplied by De Tweeling.

Article 23 – Complaints

  1. The Customer must inspect delivered products or services as soon as possible for any deficiencies.
  2. If a delivered product or service does not meet what the Customer may reasonably expect, the Customer must notify De Tweeling within 1 month after discovering the deficiency.
  3. A Consumer must notify De Tweeling no later than 2 months after discovering the deficiency.
  4. The Customer must provide as detailed a description as possible of the deficiency so that De Tweeling can respond appropriately.
  5. The Customer must demonstrate that the complaint relates to an agreement between the Customer and De Tweeling.
  6. If a complaint concerns ongoing work, the Customer cannot demand that De Tweeling perform work other than what was agreed.

Article 24 – Notice of Default

  1. The Customer must notify De Tweeling of any notice of default in writing.
  2. The Customer is responsible for ensuring that the notice of default reaches De Tweeling in a timely manner.

Article 25 – Customer Liability

  1. If De Tweeling enters into an agreement with multiple Customers, each Customer is jointly and severally liable for fulfilling the obligations under that agreement.

Article 26 – Liability of De Tweeling

  1. De Tweeling is only liable for damage suffered by the Customer if such damage is caused by intent or deliberate recklessness.
  2. If De Tweeling is liable for damage, this liability is limited to direct damage related to the performance of the underlying agreement.
  3. De Tweeling is not liable for indirect damage, such as consequential damage, loss of profit, or damage to third parties.
  4. If De Tweeling is liable, such liability is limited to the amount paid out under any applicable (professional) liability insurance. If no insurance exists or no payment is made, liability is limited to the (portion of the) invoice amount to which the liability relates.
  5. All images, photos, colors, drawings, and descriptions on the website or in a catalogue are indicative only and cannot give rise to compensation, termination, or suspension.

Article 27 – Limitation Period

  1. Any right of the Customer to claim compensation from De Tweeling expires 12 months after the event from which the liability arises, directly or indirectly. This does not exclude the provisions of Article 6:89 of the Dutch Civil Code.

Article 28 – Termination

  1. The Customer may terminate the agreement if De Tweeling culpably fails to fulfill its obligations, unless such failure does not justify termination due to its special nature or minor significance.
  2. If performance by De Tweeling is still possible, termination may only take place after De Tweeling is in default.
  3. De Tweeling may terminate the agreement if the Customer fails to fulfill its obligations fully or in a timely manner, or if De Tweeling has reasonable grounds to assume that the Customer will not fulfill its obligations.

Article 29 – Force Majeure

  1. In addition to Article 6:75 of the Dutch Civil Code, a failure by De Tweeling cannot be attributed to De Tweeling if there is a force majeure situation.
  2. Force majeure includes, but is not limited to:
    – states of emergency such as civil war or natural disasters
    – default or force majeure of suppliers, carriers, or others
    – power, electricity, internet, computer, or telecommunications failures
    – computer viruses
    – strikes
    – government measures
    – transport problems
    – adverse weather conditions
    – work stoppages
  3. If a force majeure situation prevents De Tweeling from fulfilling one or more obligations towards the Customer, those obligations are suspended until De Tweeling can fulfill them.
  4. If a force majeure situation lasts at least 30 calendar days, both the Customer and De Tweeling may terminate the agreement in whole or in part in writing.
  5. In a force majeure situation, De Tweeling is not obliged to pay any compensation to the Customer, even if De Tweeling benefits from it.

Article 30 – Amendment of the Agreement

  1. If it is necessary for the performance of the agreement to amend an existing agreement, the Customer and De Tweeling may adjust the agreement accordingly.

Article 31 – Amendment of the General Terms and Conditions

  1. De Tweeling may amend these general terms and conditions.
  2. Amendments of a minor nature may be implemented by De Tweeling at any time.
  3. Substantial amendments will be discussed with the Customer in advance as much as possible.
  4. A Consumer may terminate the underlying agreement in the event of a substantial amendment to the general terms and conditions.

Article 32 – Transfer of Rights

  1. The Customer may not transfer rights arising from an agreement with De Tweeling to third parties without written consent from De Tweeling.
  2. This provision qualifies as a clause with proprietary effect as referred to in Article 3:83 paragraph 2 of the Dutch Civil Code.

Article 33 – Consequences of Invalidity or Annulment

  1. If one or more provisions of these general terms and conditions prove to be invalid or voidable, this shall not affect the remaining provisions.
  2. In such a case, the invalid or voidable provision shall be replaced by a provision that most closely reflects what De Tweeling intended when drafting these terms.

Article 34 – Applicable Law and Competent Court

  1. These general terms and conditions and any underlying agreement between the Customer and De Tweeling are governed by Dutch law.
  2. The court in the district of De Tweeling’s place of business has exclusive jurisdiction to hear disputes between the Customer and De Tweeling, unless mandatory law provides otherwise.

Drawn up on 4 November 2024.