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Terms and Conditions.

At Commerce Netherlands we believe in the power of innovation and strive to provide our customers with the best value from their own products. With a focus on quality, creativity and customer satisfaction, we are your reliable partner in the e-commerce world.

General terms and conditions for the benefit of Commerce Netherlands:    

(these conditions do not apply to the underlying companies with a different name recognition)

General terms and conditions Commerce Netherlands
Email: info@commercenetherlands.com 
Website: www.commercenetherlands.com

Article 1 - Definitions
1. Commerce Netherlands: Commerce Netherlands, located in Eindhoven, Chamber of Commerce number 93060017.
2. Customer: the person with whom Commerce Netherlands has entered into an agreement.
3. Parties: Commerce Netherlands and Customer together.
4. Consumer: a Customer who is also an individual and who acts as a private person.

Article 2 - Applicability
These conditions apply to all quotations, offers, activities, orders, agreements and deliveries of services or products by or on behalf of Commerce Netherlands.
Commerce Netherlands and the Customer can only deviate from these conditions if this has been agreed in writing.
Commerce Netherlands and the Customer exclude the applicability of the general terms and conditions of the Customer or of others expressly.

Article 3 - Prices
Commerce Netherlands uses prices in euros, including VAT and excluding any other costs such as administration or shipping costs, unless otherwise agreed in writing.
Commerce Netherlands may always change the prices of its services and products on its website and in other communications.
Commerce Netherlands and the Customer agree on a total amount as a target price for services provided by Commerce Netherlands, unless otherwise agreed in writing.
Commerce Netherlands may deviate by up to 10% from the target price.
Commerce Netherlands must inform the Customer in a timely manner why a higher price is justified, when the target price will be more than 10% higher.
The Customer may cancel the part of the order that exceeds the target price (plus 10%),
when the target price will be more than 10% higher.
Commerce Netherlands may adjust the prices annually.
Commerce Netherlands will communicate price adjustments to the Customer prior to their taking effect.
A consumer may cancel the agreement with Commerce Netherlands if he does not agree
the price increase.

Article 4 - Payments and payment term

The Customer pays for products immediately.
Commerce Netherlands may make a down payment of up to 50% of the amount when entering into the agreement for a service demand an agreed amount.
The Customer must pay invoices to Commerce Netherlands within the invoice date, unless otherwise stated agreed whether a different payment term is stated on the invoice.
The payment terms mentioned are strict payment terms. If the Customer does not pay the amount no later than paid on the last day of the payment term, he is therefore automatically in default and in default, without that Commerce Netherlands does not have to send the Customer a reminder or give notice of default.
Commerce Netherlands may make delivery dependent on immediate payment or provision of security requirements for the total amount of the service.

Article 5 - Right of complaint
1.If the Customer is in default, Commerce Netherlands may invoke the right of recovery with regard to the unpaid products delivered to the Customer.
Commerce Netherlands exercises its right of recovery by means of a written or electronic communication to the Customer.
As soon as the Customer has been informed of the invoked right of recovery, the Customer must immediately return the products in question to Commerce Netherlands, unless otherwise agreed in writing.
The Customer pays the costs for retrieving or returning the products in paragraph 3.

 

Article 6 - Right of withdrawal

Article 7 - Right of suspension
1. Unless the Customer is a consumer, he hereby waives the right to suspend the fulfillment of any obligation arising from this agreement.

Article 8 - Right of retention
Commerce Netherlands may exercise its right of retention and in that case retain the Customer's products until the Customer has paid all outstanding invoices of Commerce Netherlands, unless the Customer has provided sufficient security for those costs.
The right of retention also applies on the basis of previous agreements as a result of which the Customer still has to pay money to Commerce Netherlands.
Commerce Netherlands is not liable for any damage that the Customer suffers due to the use of his right of retention.

Article 9 - Settlement
1. Unless the Customer is a consumer, he waives his right to offset a debt to Commerce Netherlands against a claim against Commerce Netherlands.

 

Article 10 - Retention of title
1. Commerce Netherlands remains the owner of all delivered products until the Customer has paid all outstanding invoices from Commerce Netherlands relating to an underlying agreement, including claims due to failure to comply.
2. Until that time in paragraph 1, Commerce Netherlands can exercise its retention of title and take back the goods.
3. Before ownership has been transferred to the Customer, the Customer may not pledge, sell, dispose of or otherwise encumber the products.
4. If Commerce Netherlands makes use of its retention of title, the agreement will be canceled and Commerce Netherlands may claim damages, lost profits and interest from the Customer.

Article 11 - Delivery
1. Delivery takes place while stocks last.
2. Delivery takes place at Commerce Netherlands, unless otherwise agreed.
3. Delivery of products ordered online will take place at the address specified by the Customer.
4. If the Customer does not pay the agreed amounts or does not pay on time, Commerce Netherlands may suspend obligations until the Customer pays.
5. Late payment constitutes a creditor's default, as a result of which the Customer cannot notify Commerce of a late delivery Netherlands can object.

Article 12 - Delivery time
1. Commerce Netherlands delivery times are indicative. If delivery is made later, the Customer cannot derive any rights from this, unless otherwise agreed in writing.
2. The delivery time starts when the Customer has fully completed the ordering process and has received confirmation from Commerce Netherlands.
3. The Customer will not receive any compensation and may not cancel the agreement if Commerce Netherlands delivers later than agreed. The Customer may cancel the agreement if this has been agreed in writing or if Commerce Netherlands cannot deliver within 14 days, after receiving written notice to do so or if the Customer and Commerce Netherlands have agreed otherwise.

Article 13 - Actual delivery
1. The Customer must ensure that the actual delivery of his ordered products can take place on time.

 

Article 14 - Transport costs
1. The Customer pays the costs for transport, unless the Customer and Commerce Netherlands have agreed otherwise in writing.

Article 15 - Packaging and shipping
1. If the packaging of a delivered product is opened or damaged, the Customer must have the carrier make a note of this before receiving the product. If the Customer does not do this, he cannot hold Commerce Netherlands liable for any damage.
2. If the Customer arranges the transport of a product himself, he must report any visible damage to products or packaging to Commerce Netherlands prior to transport. If the Customer does not do this, he cannot hold Commerce Netherlands liable for any damage.

Article 16 - Insurance
1. The Customer must adequately insure the following items and keep them insured against, among other things, fire, explosion and water damage, and theft:
delivered goods that are necessary for the execution of the underlying agreement goods from Commerce Netherlands that are present at the Customer
goods that have been delivered under retention of title.
2. The Customer will make the policy for these insurances available for inspection at the first request of Commerce Netherlands.

Article 17 - Custody
1. If the Customer only accepts ordered products later than the agreed delivery date, the risk of any loss of quality is entirely for the Customer.
2. Any additional costs resulting from premature or late purchase of products will be entirely borne by the Customer.

Article 18 - Warranty
1. If the Customer and Commerce Netherlands have entered into an agreement with a service provision, this only contains an obligation of efforts for Commerce Netherlands and therefore no obligation of result.
2. The warranty on products only applies to defects caused by defective manufacturing or construction or defective materials.
3. The warranty does not apply:
- in case of normal wear and tear
- for damage caused by accidents
- for damage caused by changes made to the product
- for damage due to negligence or improper use by the Customer
- when the cause of the defect cannot be clearly determined
4. The risk of loss, damage or theft of the products that Commerce Netherlands supplies passes to the
Customer as soon as they are legally or actually delivered, or at least come into the control of the Customer or of a third party who receives the product for the Customer.

Article 19 - Execution of the agreement
1. Commerce Netherlands will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
2. Commerce Netherlands may have the agreed services carried out in whole or in part by others.
3. The execution of the agreement takes place in consultation and after written agreement and payment of any costs advance payment by the Customer.
4. The Customer must ensure that Commerce Netherlands can start the implementation of the agreement on time
agreement.
5. If the Customer does not ensure that Commerce Netherlands can start on time, the resulting costs will arise additional costs at the expense of the Customer.

Article 20 - Provision of information by the Customer
1. The Customer makes all information, data and documents that are relevant for the correct execution of the agreement available to Commerce Netherlands in a timely manner and in the desired form and manner.
2. The Customer guarantees the accuracy and completeness of the information, data and documents made available, even if they originate from third parties, unless otherwise dictated by the nature of the agreement.
3. When and to the extent that the Customer requests this, Commerce Netherlands will return the relevant documents.
4. If the Customer does not provide the information, data or documents reasonably required by Commerce Netherlands, or does not do so in a timely or proper manner, and the execution of the agreement is delayed as a result, then
the resulting additional costs and extra hours will be borne by the Customer.

Article 21 - Duration of service agreement
1. The agreement between Commerce Netherlands and the Customer for a service is entered into for a period of 6 months, unless the nature of the agreement dictates otherwise or otherwise has been agreed in writing.
2. After the period in paragraph 1, the agreement will be tacitly converted into an agreement for an indefinite period, unless the Customer or Commerce Netherlands terminates the agreement with a notice period of 2 months. If the Customer is a consumer, a notice period of 1 month applies.

Article 22 - Termination of service for a fixed period
1. The Customer cannot cancel an agreement for a fixed-term service until after 1 year.
2. After the minimum term of 1 year, the Customer can cancel the agreement in paragraph 1 with a
notice period of 2 months.
3. After the minimum term of 1 year, a consumer can cancel the agreement in paragraph 1 with a
notice period of one month.
4. If the agreement for a service has been entered into for less than 1 year, the agreement is not valid in the interim cancellable.

Article 23 - Intellectual property
1. Commerce Netherlands retains all intellectual property rights to all designs, drawings, writings, carriers with data or other information, quotations, images, sketches, models and models, unless otherwise agreed.
2. The Customer may not show, make available or use in any other way the intellectual property rights in paragraph 1 without the prior written permission of Commerce Netherlands.

Article 24 - Confidentiality
1. The Customer keeps confidential all information, in whatever form, that he receives from Commerce Netherlands.
2. The same applies to all other information regarding Commerce Netherlands of which the Customer is aware or reasonably can reasonably suspect that it is secret or confidential, or that he can expect to be disseminated could cause damage to Commerce Netherlands.
3. The Customer will take all necessary measures to ensure that it keeps the information in paragraphs 1 and 2 confidential.
4. The confidentiality obligation described in this article does not apply to information:
which was already public before the Customer learned this information or which subsequently became public without this being the result of a violation of the Customer's confidentiality obligation
that is made public by the Customer on the basis of a legal obligation.
5. The confidentiality obligation described in this article applies for the duration of the underlying agreement and for a period of 3 years after its expiry.

 

Article 25 - Penalty clause
1. If the Customer violates the article on confidentiality or intellectual property, he must pay Commerce Netherlands an immediately payable fine for each violation.
2. If the Customer is a consumer, the fine in paragraph 1 is € 1,000.
3. If the Customer is not a consumer, the fine in paragraph 1 is €5,000
4. In addition, the Customer must pay an amount of 5% of the applicable amount in paragraph 2 or 3 for each day that violation continues.
5. The Customer must pay the fine in paragraph 1 without the need for notice of default or legal proceedings. Also there does not have to be any damage.
6. In addition to the fine in paragraph 1, Commerce Netherlands may also demand compensation from the Customer.

Article 26 - Indemnity
1. The Customer indemnifies Commerce Netherlands against all claims from others related to the products and/or services supplied by Commerce Netherlands.

Article 27 - Complaints
1. The Customer must examine a product or service provided by Commerce Netherlands as quickly as possible for any shortcomings.
2. If a delivered product or service does not meet what the Customer could reasonably expect, the Customer must inform Commerce Netherlands of this within 1 month after determining the shortcoming.
3. A consumer must inform Commerce Netherlands of this within 2 months of discovering the shortcoming.
4. The Customer provides as detailed a description as possible of the shortcoming, so that Commerce Netherlands can respond appropriately.
5. The Customer must demonstrate that the complaint relates to an agreement between the Customer and Commerce Netherlands.
6. If a complaint concerns ongoing work, the Customer cannot demand that Commerce Netherlands perform other work than agreed.

Article 28 - Notice of default
1. The Customer must notify Commerce Netherlands of any notice of default in writing.
2. The Customer is responsible for ensuring that his notice of default actually reaches Commerce Netherlands on time.

Article 29 - Customer Liability
1. When Commerce Netherlands enters into an agreement with multiple Customers, each of them is jointly and severally liable for complying with the agreements in that agreement.

Article 30 - Liability of Commerce Netherlands
1. Commerce Netherlands is only liable for damage suffered by the Customer if that damage is caused by intent or deliberate recklessness.
2. If Commerce Netherlands is liable for damage, this only applies to direct damage related to the execution of an underlying agreement.
3. Commerce Netherlands is not liable for indirect damage, such as consequential damage, lost profits or damage to third parties.
4. If Commerce Netherlands is liable, this liability is limited to the amount paid out by a (professional) liability insurance policy. If no insurance has been taken out or no damage amount is paid out, liability is limited to (part of the) invoice amount to which the liability relates.
5. All images, photos, colors, drawings, descriptions on the website or in a catalog are indicative only and cannot lead to any compensation, dissolution or suspension.

Article 31 - Expiry period
1. Any right of the Customer to compensation from Commerce Netherlands 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 32 - Dissolution
1. The Customer may cancel the agreement if Commerce Netherlands attributably fails to fulfill its obligations, unless this failure does not justify termination due to its special nature or minor significance.
2. If the fulfillment of the obligations by Commerce Netherlands is still possible, dissolution can only take place after Commerce Netherlands is in default.
3. Commerce Netherlands may cancel the agreement with the Customer if the Customer does not fully or timely fulfill its obligations under the agreement, or if Commerce Netherlands has become aware of circumstances that give it good grounds to assume that the Customer will not fulfill its obligations.

Article 33 - Force majeure
1. In addition to Article 6:75 of the Dutch Civil Code, a shortcoming of Commerce Netherlands by the Customer cannot be attributed to Commerce Netherlands in the event of force majeure.
2. The force majeure situation in paragraph 1 also includes:
- a state of emergency such as a civil war or natural disaster
- non-performance or force majeure of suppliers, deliverers or others - power, electricity, internet, computer or telecom disruptions
- computer viruses
- strikes
- government measures

 

Article 34 - Changes to agreement
1. If it is necessary to change a concluded agreement for its implementation, the Customer and Commerce Netherlands can adjust the agreement.

Article 35 - Changes to general terms and conditions
1. Commerce Netherlands may change these general terms and conditions.
2. Commerce Netherlands may always make changes of minor importance.
3. Commerce Netherlands will discuss major changes with the Customer in advance as much as possible.
4. A consumer may terminate the underlying agreement in the event of a major change to the general terms and conditions
to cancel.

Article 36 - Transfer of rights
1. The Customer cannot transfer any rights under an agreement with Commerce Netherlands to others without written permission from Commerce Netherlands.
2. This provision applies as a clause with property law effect as in Article 3:83 paragraph 2 of the Dutch Civil Code.

Article 37 - Consequences of nullity or voidability
1. If 1 or more provisions of these general terms and conditions prove to be void or voidable, this will not affect the other provisions of these terms and conditions.
2. A provision that is void or voidable will in that case be replaced by a provision that comes closest to what Commerce Netherlands had in mind when drawing up the terms and conditions.

Article 38 - Applicable law and competent court
1. Dutch law applies to these general terms and conditions and any underlying agreement between the Customer and Commerce Netherlands.
2. The court in the district where Commerce Netherlands has its registered office has exclusive jurisdiction to hear any disputes between the Customer and Commerce Netherlands, unless the law provides otherwise.

Prepared on March 1, 2024.

 

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