Padelverlichting’s GENERAL TERMS AND CONDITIONS

Article 1: Definitions

Padelverlichting: Lichtgroep VOF., trading under the name Lichtgroep, Padelverlichting.nl and Padelverlichting
The Customer: Padelverlichting’s counterparty.
Agreement: the agreement between Padelverlichting and the Customer.
Parties: Padelverlichting and the Customer.
In writing: by means of a document signed by the Parties, a letter, telefax or email message.
Conditions: these general terms and conditions.

Article 2: Applicability of conditions

1.2 These Conditions apply to all of Padelverlichting’s offers, assignments and Agreements.

22. No other Conditions apply.

The rendering null and void of one or more provisions of the Terms and Conditions or the Agreement does not affect the applicability of the other provisions. Provisions rendered null and void shall be replaced by valid provisions which approximate insofar as possible the scope of those provisions rendered nul and void.

2.4 Changes to these Conditions are only valid where they have been agreed in writing.

2.5 If the Agreement and the Conditions contain conflicting provisions, the conditions included in the Agreement shall apply.

Article3: Offers and Agreement

3.1 All offers made by Padelverlichting are without obligation.

3.2 An Agreement is concluded only if Padelverlichting accepts an order/assignment from the Customer in writing and/or commences the delivery or execution thereof.

3.3 Obvious errors, typing errors and/or mistakes on Padelverlichting’s website(s) and/or in offers made by Padelverlichting are not binding on Padelverlichting.

Article 4: Price

4.1 The prices quoted by Padelverlichting and/or its suppliers are based on ex-factory delivery in accordance with Incoterms and excluding value-added tax payable by the Customer, government levies, shipping, transport, export, insurance, loading, packaging, cash-on-delivery and administration costs, applicable on the date of the conclusion of the Agreement, unless agreed otherwise by the Parties in writing. “Factory” is understood to mean Padelverlichting’s business premises. All prices and fees provided by Padelverlichting are under the condition of price changes, programming and typing errors.

4.2 If, between the date of the offers and/or Agreement made by Padelverlichting and the delivery date, one or more of the cost factors undergo an increase, Padelverlichting is is entitled to increase the quoted or agreed price accordingly.

4.3 Padelverlichting is entitled to charge for the costs of its sustainable packing material separately. These costs shall be credited back once the Customer has returned these packing materials undamaged.

4.4 If the nature, scope and content of the Agreement is changed, whether or not upon the basis of a request from the Customer or from competent (government) authorities, this may have consequences for what has been agreed and an increase in the price may be necessary. Padelverlichting shall provide a price quotation as far in advance as possible. In such a case, Padelverlichting is entitled to suspend the execution of the Agreement until the Customer has agreed to the price and other conditions of the changed execution. The foregoing does not constitute default on Padelverlichting’s part and does not entitle the Customer to terminate the Agreement or to suspend the obligations arising from it.

Article 5: Delivery and execution of the Agreement

5.1 The delivery of goods and where required the assembly/installation of these goods shall take place at the Customer’s address, unless the Parties agree otherwise. Transport and shipment of these items takes place in the manner determined by Padelverlichting and for the account and at the risk of the Customer.

5.2 If the Customer (i) refuses to accept goods for delivery from Padelverlichting or (ii) delivery or assembly/installation of these items at the address specified by the Customer is impossible or (iii) fails to provide the information or instructions necessary for delivery or assembly/installation, Padelverlichting shall store these items for the account and at the risk of the Customer. If the Customer does not remove these goods within two months, Padelverlichting is entitled to sell these goods to a third party or to destroy them. The associated costs and resulting damage shall be for the Customer’s account.

5.3 The times specified by Padelverlichting for delivery and/or assembly/installation are indicative and not final. Overrunning these times shall not give the Customer the right to the dissolution of the Agreement, the suspension of any obligations arising from it, or to claim any damages.

5.4 Padelverlichting is entitled to make partial delivery or assembly/installation of the goods.

5.5 Padelverlichting is entitled to allow certain activities to be carried out by third parties. The applicability of Articles 7:404 and 7:407 paragraph 2 of the Dutch Civil Code is explicitly excluded. Padelverlichting is entitled to accept liability limitations applied by said third parties on behalf of the Customer.

Article 6: Checks, reports

6.1 Upon delivery, the Customer must check if the quality and quantity of what has been delivered is in accordance with the Agreement. Visible defects, and missing and wrong items must be written on the consignment note/packing note and reported to Padelverlichting in writing with explanations within 24 hours of delivery.

6.2 Defects that could not reasonably have been detected by the Customer at the time of delivery, must be reported to Padelverlichting in writing with explanations within 8 working days at the latest after the Customer became aware of these or could reasonably have become aware.

6.3 If the times referred to in Article 6.1 and 6.2 are exceeded, all the Customer’s claims against Padelverlichting will expire.

6.4 If the Customer makes a report on time, the Customer remains obliged to purchase and pay for the services and goods provided by Padelverlichting.

6.5 Goods can only be returned with the prior written consent of Padelverlichting, in which case these goods must be in an undamaged state, including the corresponding documentation and in the original packaging, and must be sent to Padelverlichting accompanied by the return form provided by Padelverlichting. Returns are made for the account and at the risk of Customer.

6.6 Special orders and parts/goods originating from countries overseas and non-EU countries can not be returned, given that Padelverlichting can never return these goods to its supplier.

6.7 Returns are not possible on the basis of typographical, printing or writing errors in the catalogues, offers and price lists used by Padelverlichting or provided to the Customer.

6.8 Any legal claim by the Customer against Padelverlichting expires at the end of one year, counted from the day on which it became claimable.

Article 7: Models, images, descriptions

7.1 Any images, models, numbers, weights and measurements and other descriptions provided on the website(s) and/or in digital and/or printed documentation and advertisements by Padelverlichting are shown or provided in an indicative manner and cannot be considered (fully) to correspond to the goods supplied by Padelverlichting. The Customer cannot derive any rights from these. Unless otherwise agreed, this also applies to any test models provided to the Customer.

7.2 Test models sent by Padelverlichting at the Customer’s request cannot be returned. Unless otherwise agreed between the Parties, these are charged to the Customer at their full catalogue value.

Article 8: Payment

8.1 Payment must be must be made within 30 days of the invoice date in the manner indicated by Padelverlichting, in euros and without delay, deduction or set-off against a claim that the Customer has or believes to have against Padelverlichting.

8.2 If the payment term is exceeded, the Customer is in default without the need for a prior notice of default. In such a case, Padelverlichting is entitled to suspend or terminate the execution of the Agreement without further notice, this with the exclusion of any liability of Padelverlichting for damage that may arise as a result.

8.3 If the payment term is exceeded, the Customer shall owe interest of 1.5% per month or part of a month, unless the statutory commercial interest is higher, in which case the statutory commercial interest shall apply.

8.4 All reasonable costs incurred by Padelverlichting in connection with the collection of money due, in or out of court, shall be for the Customer’s account.

8.5 In the case of liquidation, death, bankruptcy or suspension of payments or the cessation or transfer of (a significant part) of the Customer’s business, Padelverlichting’s claims against the Customer shall be immediately due and payable.

8.6 Payments made by the Customer are first intended to settle the interest and costs owed and then the oldest unpaid invoices, even if the Customer states that payment relates to a later invoice.

Article 9: Retention of title

9.1 Any goods delivered or yet to be delivered by Padelverlichting remain exclusively the property of Padelverlichting until the Customer has paid in full all the claims that Padelverlichting has or will have against the Customer, in any case including the claims referred to in Article 3:92 paragraph 2 of the Dutch Civil Code.

9.2 Until such a time as the ownership of the goods has been transferred to the Customer, the Customer is not authorised to sell, rent, pledge or in any other way encumber the goods subject to retention of title or to grant any other right thereto to third parties.

9.3 The Customer is obliged to store the delivered goods with due care and as recognisable property of Padelverlichting.

9.4 The Customer undertakes to do everything necessary to secure Padelverlichting’s property rights. If third parties advise of their intention to seize the goods delivered subject to retention of title or wish to exercise or enforce rights pertaining to them, the Customer is obliged to inform Padelverlichting of this immediately.

9.5 The Customer is obliged to insure goods delivered to him under retention of title against fire, explosion, water damage and theft, and to provide the policy for inspection on first request. In the event of damage and/or loss of said goods, Padelverlichting is entitled to any payment made by the insurer. In such an event, the Customer’s claim for said insurance payment shall be deemed to have been assigned to Padelverlichting – whereby the Agreement and the Terms and Conditions shall apply as a deed of assignment – and the Customer shall then notify the insurer of this assignment and instruct said payment to be paid directly to Padelverlichting.

9.6 Padelverlichting is entitled to take back goods delivered subject to retention of title if the Customer does not pay the claims referred to in Article 9.1 or is, or is at risk of, experiencing payment difficulties. If Padelverlichting wishes to exercise its retention of title, the Customer grants unconditional advance authorisation to Padelverlichting or third parties designated by Padelverlichting to access all locations where Padelverlichting’s property is located and to recover said property.

Article 10: Suspension and dissolution

10.1 In the event of a shortcoming in the fulfillment of the Agreement by the Customer or in the event of one of the circumstances referred to in Article 8.5, Padelverlichting is entitled to dissolve the Agreement without judicial intervention or to suspend the execution of the Agreement without Padelverlichting being obliged to compensate any resulting damage.

10.2 In the event of either suspension or of dissolution as referred to in Article 10.1, all invoices sent by Padelverlichting shall become immediately due and payable and Padelverlichting shall be entitled to demand immediate payment for any goods purchased, reserved, processed or manufactured for the execution of the Agreement, and to store other goods other than said goods, for the account and at the risk of of the Customer, without prejudice to the right to full compensation.

10.3 If after the conclusion of the Agreement, the goods prove not to be available, the Parties are entitled to dissolve the Agreement without Padelverlichting being obliged to compensate any resulting damage.

Article 11: Warranty

11. Unless agreed otherwise, Padelverlichting warranties that the goods it supplies are free from design, material and manufacturing defects for a period of 3 months following their delivery or assembly/installation, or if the manufacturer of these goods provides a shorter warranty period, than for this shorter warranty period.

11.2 The defective goods covered by the warranty shall be removed by means determined by Padelverlichting. The costs of (de-)installation and transport are for the Customer’s account.

11.3 The warranty shall not apply in the event of defects which are as a consequence of:

– Improper, careless and incompetent use and non-compliance with maintenance and usage instructions;

– normal wear and tear;

– (dis)assembly/installation, repair, alterations or changes of the goods delivered by the Customer or third parties;

– the breaking of Padelverlichting’s warranty seals;

– goods or working methods, designs or constructions that have been altered on the explicit instructions of the Customer to Padelverlichting.

11.4 The warranty does not apply to goods supplied from outside the EU, that have been reduced in price or that are secondhand.

11.5 Complaints with regard to defects covered by the warranty must be made in accordance with article 6.2 of the Terms and Conditions. Article 6.3 shall be of corresponding application.

11.6 The Customer is not allowed to invoke the warranty if Customer does not comply with the Agreement.

Article 12: Liability and Force Majeure

12.1 In situations in which the Customer is entitled to compensation from Padelverlichting, Padelverlichting is not liable for anything beyond damage that is direct, demonstrable and actually suffered. Padelverlichting is not liable for indirect and consequential damages, including lost profit and damage suffered by third parties.

12.2 Padelverlichting is furthermore not liable for (i) damage as a result of the circumstances mentioned in 11.3, (ii) damage that the Customer may suffer should goods prove undeliverable after the conclusion the Agreement, (iii) damage that is the result of the of the combination of goods sold by Padelverlichting alone or the combination of these goods with other goods, (iv) in the case of goods delivered from and/or assembled outside the Netherlands: damage that the Customer may suffer because these goods do not meet local technical specifications, norms and/or regulations and (v) damage resulting from advice provided by Padelverlichting and/or any third parties engaged on its behalf.

12.3 If any liability rests upon Padelverlichting, this liability is limited to the amount that is paid out in the relevant case by Padelverlichting’s liability insurance. If no payment is made under that insurance, any liability is limited to the invoiced amount of the previous 6 months, calculated from the date on which the event causing the damage occurred, up to a maximum of € 5,000.

12.4 Notwithstanding the statutory limitation periods, the limitation period for all claims and affirmative defences by the Customer against Padelverlichting is one year.

12.5 The Customer shall indemnify Padelverlichting against any claims by third parties in connection with the execution of the Agreement.

12.6 Padelverlichting shall never be liable in the event of force majeure. Force majeure is understood to mean business disruptions, strikes, staff absence, disruptions in or restrictions to energy supply, software and materials, transport disruptions, fire, explosion, risk of war, vandalism, mobilisation, riots, war, import and export restrictions as well as any other government measures that hinder the fulfilment of the Agreement in whole or in part, frost, storm or unworkable weather, floods, any inability to perform on the part third parties involved in the execution of the Agreement, shortcomings of auxiliary persons, machine breakdown and the complete or partial destruction of goods necessary for the execution of the Agreement.

12.7 Padelverlichting can also invoke force majeure if the circumstance preventing fulfilment of its obligations occurs after Padelverlichting should have fulfilled its obligation.

12.8 In the case of force majeure the Parties can suspend their obligations under the Agreement. If this period lasts longer than two months, the Parties are entitled to dissolve the Agreement without any liability for damages.

Articlel 13: Intellectual property law

13.1 Any drawings, calculations, models, software, descriptions and overviews in documentation or price lists and other materials or (electronic) files provided or produced by Padelverlichting remain the property of Padelverlichting, even if fees have been charged for them. The Customer may not copy, make public or share these with third parties without Padelverlichting’s prior written consent, unless it is necessary to do so for the execution of the Agreement.

13.2 If the Customer makes materials available for Padelverlichting for the purpose of being included in goods and/or designs to be delivered by Padelverlichting, the Customer expressly safeguards Padelverlichting against any claims by third parties on the basis of infringement of copyright and other intellectual property rights.

Article 14: Applicable law and competent court

14.1 The Agreement is governed by Dutch law. The applicability of the Vienna Sales Convention is excluded.

14.2 Any disputes arising between Padelverlichting and the Customer shall be submitted to the competent court in Haarlem.

Article 15: Miscellaneous provisions

15.1 Padelverlichting strives to answer emails sent to info@padelverlichting.nl within 24 hours
15.2 Any inaccuracies in data provided to you by Padelverlichting, as well as any changes or inaccuracies in your data that you have provided to Padelverlichting must be reported to Padelverlichting.