GENERAL TERMS AND CONDITIONS FOR ONLINE SALES (B2C & B2B)

Article 1: Definitions

1. Xpressing, part of Xpressing B.V., located in Nieuw-Vennep, with Chamber of Commerce number 34233831 and VAT number NL8152.84.809.B01, is referred to as the seller in these general terms and conditions.
2. The counterparty of the seller is referred to as the buyer in these general terms and conditions.
3. Parties refers to the seller and the buyer together.
4. The agreement refers to the purchase agreement between the parties.

Article 2: Applicability of general terms and conditions

1. These terms and conditions apply to all offers, proposals, agreements, and deliveries of services or goods by or on behalf of the seller.
2. Deviation from these terms and conditions is only possible if explicitly and in writing agreed upon by the parties.

Article 3: Payment

1. The full purchase price is always paid immediately in the shop. In some cases, a deposit may be required for reservations. In that case, the buyer will receive proof of the reservation and the advance payment.
2. If the buyer does not pay on time, they are in default. If the buyer remains in default, the seller is entitled to suspend obligations until the buyer has fulfilled their payment obligation.
3. If the buyer remains in default, the seller will proceed with collection. The costs related to this collection will be borne by the buyer. These collection costs are calculated according to the Dutch Decree on compensation for extrajudicial collection costs (Besluit vergoeding voor buitengerechtelijke incassokosten).
4. 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.
5. If the buyer refuses to cooperate with the execution of the order by the seller, they are still obliged to pay the agreed price to the seller.

Article 4: Offers, proposals, and price

1. Offers are non-binding, unless a term for acceptance is specified in the offer. If the offer is not accepted within the stipulated term, the offer expires.
2. Delivery times in proposals are indicative and do not entitle the buyer to dissolution or compensation in case of exceeding them, unless explicitly and in writing agreed otherwise by the parties.
3. Offers and proposals do not automatically apply to repeat orders. Parties must explicitly and in writing agree on this.
4. The price stated on offers, proposals, and invoices consists of the purchase price including the owed VAT and any other government levies.

Article 5: Right of withdrawal

1. The consumer has the right to dissolve the agreement without stating reasons (right of withdrawal) within 14 daysafter receiving the order. The period begins from the moment the consumer has received the (entire) order.
2. There is no right of withdrawal when products are custom-made according to the consumer’s specifications or have a short shelf life.
3. The consumer can use a withdrawal form provided by the seller. The seller is obliged to make this available to the buyer immediately upon the buyer’s request.
4. During the cooling-off period, the consumer will handle the product and its packaging with care. They will only unpack or use the product to the extent necessary to assess whether they wish to keep the product. If they exercise their right of withdrawal, they will return the unused and undamaged product with all delivered accessories and – if reasonably possible – in the original shipping packaging to the seller, in accordance with the reasonable and clear instructions provided by the entrepreneur.

Article 6: Modification of the agreement

1. If, during the execution of the agreement, it appears necessary to change or supplement the work to be performed for a proper execution of the order, the parties will adjust the agreement accordingly in a timely manner and in mutual consultation.
2. If the parties agree that the agreement will be changed or supplemented, the completion time of the execution may be affected. The seller will inform the buyer of this as soon as possible.
3. If the change or supplement to the agreement has financial and/or qualitative consequences, the seller will inform the buyer about this in writing beforehand.
4. If the parties have agreed on a fixed price, the seller will indicate to what extent the change or supplement to the agreement will result in an exceeding of this price.
5. In derogation from the provisions in the third paragraph of this article, the seller cannot charge additional costs if the change or supplement is due to circumstances attributable to the seller.

Article 7: Delivery and transfer of risk

1. As soon as the purchased item has been received by the buyer, the risk transfers from the seller to the buyer.

Article 8: Inspection, complaints

1. The buyer is obliged to inspect the delivered goods at the time of delivery, or at least as soon as possible. The buyer must examine whether the quality and quantity of the delivered goods correspond to what the parties have agreed, or at least whether the quality and quantity meet the requirements applicable in normal (commercial) traffic.
2. Complaints regarding damage, shortages, or loss of delivered goods must be submitted in writing by the buyer to the seller within 10 working days after the day of delivery of the goods.
3. If the complaint is found to be justified within the stipulated period, the seller has the right either to repair, to redeliver, or to waive delivery and send the buyer a credit note for that part of the purchase price.
4. Minor and/or customary deviations in the industry and differences in quality, quantity, size, or finish cannot be held against the seller.
5. Complaints relating to a specific product do not affect other products or parts belonging to the same agreement.
6. After the goods have been processed by the buyer, no further complaints will be accepted.

Article 9: Samples and models

1. If a sample or model has been shown or provided to the buyer, it is presumed to have been provided merely as an indication without the delivered item having to conform to it. This is different if the parties have explicitly agreed that the delivered item will conform to it.
2. In agreements relating to immovable property, the mention of the surface area or other dimensions and indications is also presumed to be intended merely as an indication, without the delivered item having to conform to it.

Article 10: Delivery

1. Delivery takes place ‘ex works/shop/warehouse’. This means that all costs are for the buyer.
2. The buyer is obliged to take delivery of the goods at the moment the seller delivers them to them or has them delivered, or at the moment these goods are made available to them according to the agreement.
3. If the buyer refuses to take delivery or is negligent in providing information or instructions necessary for delivery, the seller is entitled to store the goods at the buyer’s expense and risk.
4. If the goods are delivered, the seller is entitled to charge any delivery costs.
5. If the seller requires data from the buyer for the execution of the agreement, the delivery time starts after the buyer has made this data available to the seller.
6. A delivery term stated 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.
7. The seller is entitled to deliver the goods in parts, unless the parties have agreed otherwise in writing or partial delivery has no independent value. When delivering in parts, the seller is entitled to invoice these parts separately.

Article 11: Force majeure

1. If the seller cannot, not timely, or not properly fulfill their obligations under the agreement due to force majeure, they are not liable for damage suffered by the buyer.
2. Force majeure for the parties shall in any case mean any circumstance that the seller could not have taken into account at the time of entering into the agreement and as a result of which the normal execution of the agreementcannot reasonably be demanded by the buyer, such as, for example, illness, war or danger of war, civil war and riot,insurgency, sabotage, terrorism, power outage, flood, earthquake, fire, company occupation, strikes, lockout, changed government measures, transport difficulties, and other disruptions in the seller’s business.
3. Furthermore, the parties understand force majeure to mean the circumstance that suppliers on whom the seller depends for the execution of the agreement do not fulfill their contractual obligations towards the seller, unless this is attributable to the seller.
4. If a situation as referred to above occurs as a result of which the seller cannot fulfill their obligations towards the buyer, those obligations will be suspended as long as the seller cannot fulfill their 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 writing, either wholly or partially.
5. In the event that the force majeure continues for longer than three months, the buyer has the right to dissolve the agreement with immediate effect. Dissolution can only be done via a registered letter.

Article 12: Transfer of rights

1. Rights of a party under this agreement cannot be transferred without the prior written consent of the other party. This provision applies as a clause with proprietary effect as referred to in Article 3:83, second paragraph, Dutch Civil Code.

Article 13: Retention of title and right of retention

1. The goods present at the seller and 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 their retention of title and take back the goods.
2. If the agreed advance payments are not made or not made on time, the seller has the right to suspend the work until the agreed part has still been paid. In that case, there is a creditor’s default. A delayed delivery cannot then be held against the seller.
3. The seller is not authorized to pledge or encumber in any other way the goods falling under their retention of title.
4. The seller undertakes to insure the goods delivered to the buyer under retention of title and to keep them insured against fire, explosion, and water damage, as well as against theft, and to provide the policy for inspection upon first request.
5. If goods have not yet been delivered, but the agreed advance payment or price has not been paid as agreed, the seller has the right of retention. The goods will then not be delivered until the buyer has paid in full and as agreed.
6. In case of liquidation, insolvency, or suspension of payment of the buyer, the buyer’s obligations are immediately due and payable.

Article 14: Liability

1. Any liability for damage arising from or related to the execution of an agreement is always limited to the amount paid out in the relevant case by the concluded liability insurance policy(ies). This amount is increased by the amount of the deductible according to the relevant policy.
2. The seller’s liability for damage resulting from intent or deliberate recklessness of the seller or their managing subordinates is not excluded.

Article 15: Duty to complain

1. The buyer is obliged to report complaints about the work performed directly to the seller. The complaint must contain as detailed a description of the shortcoming as possible, so that the seller is able to respond adequately.
2. If a complaint is justified, the seller is obliged to repair the good and possibly replace it.

Article 16: Guarantees

1. If guarantees are included in the agreement, the following applies. The seller guarantees that the sold item complies 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 item by the buyer.
2. The purpose of the said guarantee is to establish such a risk distribution between the seller and the buyer that the consequences of a breach of a guarantee are always entirely for the account and risk of the seller, and that the seller can never invoke Article 6:75 of the Dutch Civil Code with regard to a breach of a guarantee. The provisions in the previous sentence also apply if the breach was known to the buyer or could have been known through conducting an investigation.
3. The stated guarantee does not apply if the defect has arisen as a result of improper or incorrect use or if – without permission – the buyer or third parties have made or attempted to make changes or have used the purchased item for purposes for which it is not intended.
4. If the guarantee provided by the seller relates to an item produced by a third party, the guarantee is limited to the guarantee provided by that producer.

Article 17: Applicable law and competent court

If, in legal proceedings, one or more provisions of these general terms and conditions are deemed unreasonably onerous, the remaining provisions shall remain in full force and effect.

Dutch law applies exclusively to every agreement between the parties.

The Dutch court in the district where Xpressing B.V. is established/has its practice/has its office is exclusively competent to hear any disputes between the parties, unless the law mandatorily prescribes otherwise.

The applicability of the Vienna Sales Convention is excluded.