Article 1. General
- These conditions apply to every offer, quotation/order and agreement between De Zadeladviseur or Equine van Gastel, hereinafter to be referred to as: “Contractor”, and a “Client” to which Contractor has declared these conditions applicable, insofar as the parties have not explicitly deviated from these conditions in writing.
- The Client may include both a “Consumer”, being a natural person not acting in the course of a profession or business, and a “Non-consumer”.
- The present conditions also apply to agreements with Contractor, for the execution of which Contractor must involve third parties.
- The applicability of any purchase or other conditions of the Client is expressly rejected.
- If one or more provisions of these general terms and conditions are at any time wholly or partially null and void or should be nullified, then the other provisions of these general terms and conditions remain fully applicable. The Contractor and the Client will then enter into consultations in order to agree new provisions to replace the invalid or annulled provisions, taking into account as much as possible the purpose and purport of the original provisions.
- If a situation arises between the parties that is not regulated in these general terms and conditions, this situation must be assessed in the spirit of these general terms and conditions.
- If the Contractor does not always demand strict compliance with these conditions, this does not mean that the provisions thereof do not apply, or that the Contractor would lose the right to demand strict compliance with the provisions of these conditions to any extent in other cases.
- The Contractor reserves the right to terminate the cooperation with a Client without giving reasons. This right will certainly be exercised if the Client in any way does not comply with the conditions set by the Contracted Party for purchase and/or sale.
Article 2. Quotations and offers
- All quotations and offers, in whatever form, from the Contractor are without obligation and valid for 30 days, unless otherwise indicated. A quotation or offer lapses if the product to which the quotation or offer relates is no longer available in the meantime, or if the Client has not responded in writing within 30 days.
- An offer, or quotation is based on the data, designs, drawings and data derived from these provided by the Client. The Client will provide the contractor in good time with all information and documents necessary for the proper execution of the order.
- The Contractor cannot be bound by his quotations or offers if the Client can reasonably understand that the quotations or offers, or a part thereof, contains an obvious mistake or error.
- The prices stated in an offer or quotation are exclusive of VAT and other government fees, as well as any costs to be incurred within the framework of the agreement, including administration and shipping costs, and any travel and accommodation costs, unless otherwise indicated. In the event of delivery to a “Consumer”, delivery will generally include VAT, unless otherwise indicated.
- If the acceptance (whether or not on minor points) deviates from the offer included in the offer or quotation, the Contractor is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless Contractor indicates otherwise.
- A compound quotation does not oblige the Contractor to perform part of the assignment for a corresponding part of the quoted price. Offers or quotations do not automatically apply to future orders.
- Price lists, brochures, etc. provided by the Contractor are subject to change and do not constitute an offer. The Contractor reserves the right to refuse orders without giving reasons. Contractor reserves the right to require full payment in advance before the goods are delivered. If the Client is a Consumer, the Contractor reserves the right to require advance payment of at least 50% when ordering a bespoke saddle and reserves the right to demand cash payment for the full or remaining amount when delivering the saddle or other product.
Article 3 Contract term; delivery conditions for specific products; delivery terms, execution and amendment of the agreement
- An agreement is understood to mean the order of a certain product or service. After completion of the ordered service or delivery of the product, the agreement is in principle considered terminated. A new agreement will be entered into between the Contracted Party and the Client each time the Client places a new order, unless the Client immediately terminates the cooperation with the Client.
- If a term has been agreed or specified for the completion of certain work or for the delivery of certain goods, this is never a deadline. If a term is exceeded, the Client must therefore give the Contracted Party written notice of default. The Contracted Party must be given a reasonable term to still perform the Agreement.
- If the Contracted Party requires information from the Client for the performance of the agreement, the performance period will not commence until after the Client has provided the Contracted Party with the correct and complete information.
- Delivery takes place ex the business of the Contracted Party. The Client is obliged to take delivery of the goods at the time that they are made available to him. If the Client refuses to take delivery or fails to provide information or instructions necessary for the delivery, the Contracted Party will be entitled to store the goods at the expense and risk of the Client.
- The Contracted Party is entitled to have certain work performed by third parties.
- Additions and amendments to an agreement are binding on the Contractor only insofar as they have been confirmed by the Contractor in writing. Without being in default, the Contracted Party may refuse a request to amend the Agreement if this could have qualitative and/or quantitative consequences, for example for the work to be performed or the goods to be delivered in that context.
- If the Client should fail to properly fulfil its obligations towards the Contractor, the Client will be liable for all damage (including costs) suffered by the Contractor as a result, directly or indirectly.
- The Contracted Party reserves the right to impose conditions on the delivery of certain products and services. By name are mentioned the saddles designed and delivered by the Contracted Party for which strict purchase and sales rules apply that the Client approved when entering into the agreement (order).
Article 4 Repair and/or custom work
- Repair and custom work that is not covered by the guarantee provisions will be carried out at the expense and risk of the Client. The Contracted Party is not liable for damage to the Client’s goods that are the result of or are connected with the performance of repair and custom work.
- The Contracted Party will provide a 3-month guarantee on repairs.
- If Client does not collect the repaired goods within 6 months after completion against payment of the repair and possible additional costs, the repaired goods become the property of Contractor and Client renounces all forms of ownership.
Article 5 Suspension, dissolution and premature termination of the agreement
The Contractor is entitled to suspend the fulfilment of the obligations or to dissolve the agreement if:
- the Client does not, does not fully or does not timely fulfil the obligations under the agreement;
after the conclusion of the agreement, circumstances that have come to the Contractor’s notice give good reason to fear that the Client will not fulfil its obligations;
- when the agreement was concluded, the Client was asked to provide security for the fulfilment of his obligations under the agreement and this security is not provided or is insufficient;
- If the delay on the part of the Client means that the Contractor can no longer be required to fulfil the agreement on the originally agreed conditions, the Contractor is entitled to dissolve the agreement.Furthermore, the Contractor is entitled to dissolve the agreement if circumstances arise of such a nature that fulfilment of the agreement is impossible or if other circumstances arise of such a nature that the unaltered maintenance of the agreement cannot reasonably be required of the Contractor.
- If the agreement is dissolved, the Contractor’s claims against the Client are immediately due and payable. If the Contracted Party suspends the fulfilment of its obligations, it retains its claims under the law and the agreement.
- If the Contractor suspends or dissolves the agreement, he will not be obliged in any way to pay compensation for damage and costs incurred as a result.
- If the dissolution is attributable to the Client, the Contracted Party is entitled to compensation for the damage, including the costs, caused directly and indirectly as a result.
- If the Client fails to fulfil its obligations arising from the agreement and this failure to fulfil justifies dissolution, the Contracted Party will be entitled to dissolve the agreement immediately and with immediate effect, without any obligation on its part to pay any compensation or indemnification, while the Client is obliged to pay compensation or indemnification on account of non-performance.
- If the agreement is terminated prematurely by the Contracted Party, the Contracted Party will, in consultation with the Client, ensure the transfer of work still to be performed to third parties. This unless the termination is attributable to the Client. If the transfer of the work involves extra costs for the Contracted Party, these will be charged to the Client. The Client is obliged to pay these costs within the term stated above, unless the Contracted Party indicates otherwise.
- In the event of liquidation, (application for) suspension of payments or bankruptcy, attachment – if and insofar as the attachment has not been lifted within three months – at the expense of the Client, debt restructuring or any other circumstance as a result of which the Client can no longer freely dispose of its assets, the Contracted Party will be free to terminate the agreement immediately and with immediate effect or to cancel the order or agreement, without any obligation on its part to pay any compensation or indemnification. In that case, the Contracted Party’s claims against the Client will be immediately due and payable.
- If the Client cancels all or part of an order placed, the items ordered or prepared for that purpose, plus any supply, removal and delivery costs thereof and the working time reserved for the execution of the agreement, will be charged in full to the Client.
Article 7 Force majeure
- The Contractor is not obliged to fulfil any obligation towards the Client if he is hindered in doing so as a result of a circumstance that cannot be attributed to any fault on his part and for which he is not responsible by virtue of the law, a legal act or generally accepted practice.
- In these general terms and conditions, force majeure is understood to mean, in addition to what is understood by law and case law in this respect, all external causes, foreseen or unforeseen, over which the Contractor cannot exercise any influence, but which prevent the Contractor from fulfilling his obligations. This includes strikes in the business of the Contractor or third parties. The Contractor is also entitled to invoke force majeure if the circumstance preventing (further) fulfilment of the agreement occurs after the Contractor should have fulfilled his obligation.
- The Contractor may suspend the obligations arising from the Agreement during the period that the force majeure continues. If this period lasts longer than three months, either party is entitled to dissolve the agreement, without any obligation to compensate the other party for damages.
- Insofar as the Contractor has already partially fulfilled his obligations under the agreement at the time of the occurrence of force majeure or will be able to fulfil them, and insofar as the part already fulfilled or still to be fulfilled respectively has independent value, the Contractor is entitled to invoice the part already fulfilled or still to be fulfilled respectively. The Client is obliged to pay this invoice as if it were a separate agreement.
Article 8 Payment and collection costs
- Payment must be made within 14 days to a bank account designated by the Contractor. The payment date will be the value date on the Contractor’s copy. In principle, delivery of goods takes place after receipt of payment. Delivery of goods and services to the Client in the capacity of Consumer will only take place by advance payment via bank transfer.
- If the Client remains in default of timely payment of an invoice, then the Client is legally in default. The Client will then owe an interest of 1% per month, unless the statutory interest is higher, in which case the statutory interest is owed. The interest on the amount due and payable will be calculated from the moment that the Client is in default until the moment of payment of the full amount due.
- In the event that the Client fails to pay within the specified term, the Contracted Party will retain the right to increase the claim by € 50.00 excl. VAT for administration costs.
- The Contracted Party will be entitled to have the payments made by the Client go first of all to reduce the costs, then to reduce the interest due and finally to reduce the principal sum and the accrued interest.
The Contracted Party may, without being in default as a result, refuse an offer of payment if the Client designates a different order for the allocation of the payment. The Contracted Party may refuse full repayment of the principal sum if the interest and collection costs that have fallen due and are accrued are not also paid.
- The Client will never be entitled to set off any amounts owed by it to the Contracted Party.
- Objections to the amount of an invoice do not suspend the payment obligation.
Article 9 Retention of title
- All goods delivered by the Contracted Party within the framework of the Agreement remain the property of the Contracted Party until the Client has properly fulfilled all obligations arising from the Agreement(s) concluded with the Contracted Party.
- Items delivered by the Contracted Party that fall under the retention of title pursuant to paragraph 1 may not be resold and may never be used as a means of payment. The Client is not authorised to pledge or encumber in any other way the goods covered by the retention of title.
- The Client must always do everything that can reasonably be expected of it to safeguard the property rights of the Contracted Party.
- If third parties seize the goods delivered subject to retention of title or wish to establish or assert rights to them, the Client is obliged to inform the Contracted Party immediately.
- The Client undertakes to insure the goods delivered subject to retention of title and to keep them insured against fire, explosion and water damage as well as theft and to make the policy of this insurance available for inspection to the Contracted Party on first request. In the event of any payment of the insurance, the Contractor is entitled to these tokens.
- In the event that the Contracted Party wishes to exercise the property rights referred to in this article, the Client gives the Contracted Party and third parties to be appointed by the Contracted Party unconditional and irrevocable permission in advance to enter all those places where the property of the Contracted Party is located and to take those goods back.
Article 10 Guarantees, investigations and complaints, limitation period
- The goods to be delivered by the Contractor comply with the usual requirements and standards that can reasonably be set for them at the time of delivery and for which they are intended under normal use.
- The goods supplied by the Contractor concern goods produced by third parties; the guarantee is limited to that provided by the producer of the goods. A one-year guarantee on the manufactured saddle as a whole and the leather (provided that it has been maintained in accordance with advice and the supplied saddle wax) and a three-year guarantee on the saddle tree can be used as a guideline for saddles.
- Any form of guarantee will lapse if a defect has arisen as a result of or results from injudicious or improper use thereof, incorrect storage or maintenance thereof by the Client and/or third parties when, without the written permission of the Contracted Party, the Client or third parties have made changes to the item or have tried to make changes to it, other items have been attached to it which should not be attached to it or if these were processed or treated in a manner other than that prescribed. Nor is the Client entitled to a claim under the guarantee if the defect arose from or is the result of circumstances beyond the Contractor’s control, including weather conditions (such as, but not limited to, extreme rainfall or temperatures).
- The Client is obliged to inspect the delivered goods immediately at the moment that the goods are made available to it or the work in question has been carried out. In doing so, the Client must examine whether the quality and/or quantity of the goods delivered corresponds to what has been agreed and meets the requirements that the parties have agreed in this respect. Any visible defects must be immediately reported to the Contractor in writing.. Any non-visible defects must be reported to Contractor in writing immediately, but in any case no later than 7 days after discovery thereof. The notification must contain as detailed a description as possible of the defect, so that the Contracted Party is able to respond adequately. The Client must give the Contracted Party the opportunity to investigate a complaint or have it investigated.
- If the Client submits a complaint in a timely manner, this will not suspend its payment obligation. In that case, the Client will also remain obliged to purchase and pay for the otherwise ordered goods. The Contracted Party’s fulfilment of its guarantee obligation is the only and complete compensation.
- If a defect is reported later, the Client will no longer be entitled to repair, replacement or compensation.
If it is established that an item is defective and a complaint has been submitted in time in this respect, the Contracted Party will replace the defective item within a reasonable period of time after it has been returned or, if return is not reasonably possible, written notification of the defect by the Client, at the Contracted Party’s discretion, or ensure that it is repaired or pay the Client replacement compensation. In the event of replacement, the Client is obliged to return the replaced item to the Contracted Party and to transfer ownership thereof to the Contracted Party, unless the Contracted Party indicates otherwise.
- If it is established that a complaint is unfounded, then the costs incurred as a result, including the costs of investigation, will be entirely for the account of the Client on the part of the Contracted Party.
- After expiry of the guarantee period, all costs for repair or replacement, including administration, shipping and call-out costs, will be charged to the Client.
- Contrary to the statutory limitation periods, the limitation period for all claims and defences against the Contracted Party and third parties involved by the Contracted Party in the performance of an agreement shall be one year.
Article 11 Liability
- If the Contracted Party is liable, this liability will be limited to the provisions of this provision.
The Contracted Party is not liable for damage of any nature whatsoever caused by the fact that the Contracted Party has assumed incorrect and/or incomplete information provided by or on behalf of the Client.
- If the Contracted Party is liable for any damage of any kind, the Contracted Party’s liability will be limited to a maximum of twice the invoice value of the order, at least to that part of the order to which the liability relates.
- The Contractor’s liability is in any case always limited to the amount of the payment made by his insurer in such a case.
- The Contractor is only liable for direct damage.
- Direct damage is exclusively understood to be the reasonable costs incurred to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions, any reasonable costs incurred to have the Contractor’s defective performance comply with the agreement, insofar as these can be attributed to the Contractor and reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to a limitation of direct damage within the meaning of these general terms and conditions.
- The Contractor is never liable for indirect damage, including consequential damage, delays in delivery of goods and services, loss of profit, missed savings and damage due to business stagnation.
- The Contractor is never liable for damage of any nature whatsoever that has arisen or been caused by incorrect, careless or incompetent use, or by use for other than normal purposes (including use of the delivered saddle on a horse other than the one on which the saddle is fitted) of goods delivered by the Contractor.
- The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence on the part of the Contractor or his managerial subordinates.
Article 12 Transfer of risk
- The risk of loss, damage or loss of value shall pass to the Client at the moment when goods are brought under the control of the Client.
Article 13 Intellectual property
- The Contractor reserves the rights and powers to which it is entitled pursuant to the Copyright Act and other intellectual laws and regulations.
- The Contracted Party is entitled to use the knowledge gained on its side as a result of the performance of an agreement for other purposes as well, insofar as no strictly confidential information of the Client is brought to the attention of third parties.
- All documents provided by the Contracted Party may not be made public or disclosed to third parties by the Client without the Contracted Party’s prior written consent, unless the nature of the documents provided dictates otherwise.
Article 14 Applicable law and disputes
- Dutch law is exclusively applicable to all legal relationships to which the Contractor is a party, even if an obligation is wholly or partially performed abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.
- All disputes arising from or related to the agreement to which these conditions apply or the conditions themselves and their implementation will be settled by the competent court in the place of residence of the Contractor, unless otherwise agreed.
- Parties will only appeal to the court after they have made every effort to settle a dispute in mutual consultation.
Article 15 Complaints about transport
- Complaints only concern complaints about damage to the packaging of the goods sent or the absence of packages that are mentioned on the checklist of the carrier.
- The Client is obliged to inspect each shipment for damage or incompleteness immediately upon delivery and to report any defect immediately to the carrier and the Contracted Party. If the damage or missing packages are found after delivery, this must be reported to the carrier within a period of three (3) days, stating the delivery and invoice numbers.
- After signing off for receipt, the Client is deemed to have approved the shipment.