Terms and Conditions

Article 1 - Definitions PrivaVue, Chamber of Commerce (KvK) number on request, is referred to as the seller in these general terms and conditions. The counterparty of the seller is referred to as the buyer in these general terms and conditions. Parties collectively refer to the seller and the buyer. The term "agreement" refers to the purchase agreement between the parties.

 Article 2 - Applicability of General Terms and Conditions These terms and conditions apply to all offers, proposals, agreements, and the provision of services or goods by or on behalf of the seller. Deviations from these terms and conditions are only valid if expressly and in writing agreed upon by the parties.

Article 3 - Payment The full purchase price is always paid immediately in the webshop. In some cases of reservations, an advance payment may be required from the buyer. In such cases, the buyer receives proof of the reservation and the advance payment. 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. If the buyer remains in default, the seller will proceed with collection. The costs associated with this collection are borne by the buyer. These collection costs are calculated in accordance with the Decree on compensation for extrajudicial collection costs. In the event of liquidation, bankruptcy, seizure, or suspension of payment by the buyer, the seller's claims against the buyer become immediately due and payable. If the buyer refuses to cooperate with the execution of the assignment by the seller, they are still obligated to pay the agreed price to the seller.

Article 4 - Offers, Quotes, and Prices Offers are non-binding, unless a specific acceptance period is mentioned in the offer. If the offer is not accepted within the stipulated period, the offer lapses. Delivery times mentioned in quotes are indicative and exceeding them does not give the buyer the right to terminate the agreement or claim damages, unless expressly and in writing agreed upon by the parties. Offers and quotes do not automatically apply to reorders. Parties must expressly and in writing agree on this. The price stated in offers, quotes, and invoices includes the purchase price including applicable VAT and any other government taxes.

Article 5 - Right of Withdrawal The consumer has the right to cancel the agreement within 14 days after receiving the order, without stating reasons. The period starts running from the moment the consumer has received the complete order. There is no right of withdrawal when products have been customized according to the consumer's specifications or are perishable. The consumer can use a withdrawal form provided by the seller. The seller is obliged to provide this form to the buyer immediately upon request. During the withdrawal period, the consumer shall handle the product and packaging with care. They shall 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 shall return the unused and undamaged product, along with all supplied accessories and, if reasonably possible, in the original shipping package to the seller, in accordance with the reasonable and clear instructions provided by the seller.

Article 6 - Amendment of the Agreement If it becomes apparent during the execution of the agreement that it is necessary to modify or supplement the work to be performed for proper execution of the assignment, the parties will adjust the agreement accordingly in a timely and mutual manner. If the agreement is modified or supplemented, the completion time of the execution may be affected. The seller shall inform the buyer of this as soon as possible. If the modification or supplement to the agreement has financial and/or qualitative consequences, the seller shall inform the buyer about this in advance in writing. In deviation from the provisions in the third paragraph of this article, the seller cannot charge additional costs if the modification or supplement is the result of circumstances that can be attributed to them.

Article 7 - Delivery and Transfer of Risk Once the purchased item has been received by the buyer, the risk passes from the seller to the buyer.

Article 8 - Inspection and Complaints The buyer is obligated to inspect the delivered goods at the time of delivery, or as soon as possible thereafter. The buyer should verify whether the quality and quantity of the delivered goods correspond to what the parties have agreed upon, and whether the quality and quantity meet the requirements that apply in normal commercial practice. Complaints regarding damages, shortages, or loss of delivered goods must be submitted to the seller in writing by the buyer within 10 working days from the day of delivery. If the complaint is deemed valid within the stipulated period, the seller has the right to either repair, redeliver, or opt not to deliver and issue a credit note to the buyer for that portion of the purchase price. Minor and/or industry-standard deviations in quality, quantity, size, or finishing cannot be held against the seller. Complaints related to a specific product do not affect other products or components belonging to the same agreement. After the goods have been processed by the buyer, no more complaints will be accepted.

Article 9 - Samples and Models If a sample or model has been shown or provided to the buyer, it is presumed to have been provided as an indication without the delivered item having to correspond to it. This is different if the parties have expressly agreed that the delivered item will correspond to it. In agreements regarding real estate, the mention of area, dimensions, and indications is also presumed to be intended as an indication, without the delivered item having to correspond to it.

Article 10 - Delivery Delivery takes place "ex works/store/warehouse." This means that all costs are borne by the buyer. The buyer is obliged to accept the goods at the time the seller delivers them or makes them available according to the agreement. If the buyer refuses acceptance 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. If the goods are delivered, the seller is entitled to charge any delivery costs. If the seller requires data from the buyer for the execution of the agreement, the delivery period starts after the buyer has provided these data to the seller. A delivery time specified by the seller is indicative. This is never a strict deadline. In case of exceeding the deadline, the buyer must notify the seller in writing of the default. The seller is entitled to deliver the goods in parts, unless otherwise agreed upon in writing or if partial delivery does not have independent value. In case of delivery in parts, the seller is entitled to invoice these parts separately.

Article 11 - Force Majeure If the seller is unable to, is delayed in, or is inadequately performing their obligations under the agreement due to force majeure, they are not liable for damages suffered by the buyer. Force majeure is understood to include any circumstance that the seller could not reasonably foresee at the time of entering into the agreement and as a result of which the normal execution of the agreement cannot reasonably be expected by the buyer, such as illness, war or the threat of war, civil war and riot, sabotage, terrorism, power failure, flooding, earthquake, fire, occupation of premises, strikes, lockouts, altered government measures, transport difficulties, and other disruptions in the seller's business. Furthermore, parties understand force majeure to include the circumstance that suppliers on which the seller depends for the execution of the agreement do not meet their contractual obligations towards the seller, unless this can be attributed to the seller. If a situation as described above arises and prevents the seller from fulfilling their obligations towards the buyer, these obligations will be suspended as long as the seller cannot fulfill their obligations. If the situation referred to in the previous sentence lasts for 30 calendar days, the parties have the right to terminate the agreement in writing in whole or in part. In case force majeure lasts longer than three months, the buyer has the right to terminate the agreement with immediate effect. Termination can only be done by registered letter.

Article 12 - Transfer of Rights Rights of a party under this agreement cannot be transferred without the prior written consent of the other party. This provision applies as a stipulation with proprietary effect as referred to in Article 3:83, second paragraph, of the Dutch Civil Code.

Article 13 - Reservation of Ownership and Right of Retention The items present with the seller and the delivered items and components remain the property of the seller until the buyer has paid the entire agreed price. Until that time, the seller can invoke their reservation of ownership and reclaim the items. If the agreed advance payment amounts are not paid or not paid on time, the seller has the right to suspend the work until the agreed part has been paid. This constitutes default by the debtor. A delayed delivery cannot be attributed to the seller in this case. The seller is not authorized to pledge the items subject to their reservation of ownership or to encumber them in any other way. The seller undertakes to insure the items delivered to the buyer under reservation of ownership and to keep them insured against fire, explosion, water damage, theft, and to present the policy upon first request for inspection. If items have not yet been delivered but the agreed advance payment or price has not been paid according to the agreement, the seller has a right of retention. The item will not be delivered until the buyer has paid in full and in accordance with the agreement. In case of liquidation, insolvency, or suspension of payment by the buyer, the buyer's obligations are immediately due and payable.

Article 14 - Liability Any liability for damage arising from or related to the execution of an agreement is always limited to the amount that is paid out by the liability insurance(s) taken out by the seller in the relevant case. This amount is increased by the amount of the excess according to the relevant policy. The liability of the seller for damage resulting from intent or willful recklessness of the seller or their managerial subordinates is not excluded.

Article 15 - Obligation to Report Complaints The buyer is obliged to immediately report complaints about the performed work to the seller. The complaint should contain a detailed description of the shortcoming, enabling the seller to respond adequately. If a complaint is valid, the seller is obliged to repair the defect and possibly replace the item.

Article 16 - Warranties If warranties are included in the agreement, the following applies. The seller guarantees that the sold item conforms to the agreement, that it will function without defects, and that it is suitable for the use the buyer intends to make of it. This guarantee applies for a period of two calendar years after the buyer has received the item. The intended guarantee aims to establish a risk distribution between the seller and the buyer in such a way that the consequences of a breach of a guarantee always fall entirely at the expense 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 or could have been known to the buyer through investigation. The aforementioned guarantee does not apply if the defect has arisen as a result of improper or improper use or if changes have been made or attempted by the buyer or third parties without permission, or if the item has been used for purposes for which it is not intended. If the warranty provided by the seller relates to an item produced by a third party, the warranty is limited to the warranty provided by that manufacturer.

Article 17 - Intellectual Property PrivaVue retains all intellectual property rights (including copyright, patent rights, trademark rights, design and model rights, etc.) to all products, designs, drawings, documents, data carriers, or other information, offers, images, sketches, models, mock-ups, etc., unless the parties have agreed otherwise in writing. The customer may not copy, show to third parties, provide, or otherwise use these intellectual property rights without the prior written consent of PrivaVue.

Article 18 - Amendment of General Terms and Conditions PrivaVue is authorized to amend or supplement these general terms and conditions. Minor changes can be made at any time. Major substantive changes will be discussed with the customer as much as possible before implementation. Consumers have the right to terminate the agreement in case of significant changes to the general terms and conditions.

Article 19 - Applicable Law and Jurisdiction Dutch law exclusively applies to every agreement between the parties. The Dutch court in the district where PrivaVue is established has exclusive jurisdiction to hear any disputes between the parties, unless the law explicitly prescribes otherwise. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded. If one or more provisions of these general terms and conditions are found to be unreasonably onerous in legal proceedings, the other provisions will remain in force unaffected.

These general terms and conditions have been in effect since August 20, 2023.