General Terms and Conditions SOLID BRUSH BV

Article 1 – Definitions

Solid Brush BV, established in Amsterdam, Chamber of Commerce number 84540753, 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.
The parties are the seller and the buyer together.
The agreement is understood to mean the purchase agreement between the parties.

Article 2 – Applicability of general terms and conditions

These terms and conditions apply to all quotations, offers, agreements, and deliveries of services or goods by or on behalf of the seller.
These conditions may only be deviated from if this has been expressly agreed in writing by the parties.

Article 3 – Payment

The full purchase price is always paid directly in the webshop. For reservations, a deposit is expected in some cases. In that case, the buyer receives proof of reservation and deposit.
If the buyer fails to pay on time, he is in default. If the buyer remains in default, the seller has the right to suspend the obligations until the buyer has fulfilled his payment obligation.
If the buyer defaults, the seller shall proceed to collect the debt. The costs of such collection shall be borne by the Buyer. These collection costs are calculated on the basis of the Decree on Compensation for Extrajudicial Collection Costs.
In the event of liquidation, bankruptcy, attachment, or suspension of payments by the buyer, the seller's claims against the buyer shall become immediately due and payable.
If the buyer refuses to cooperate in the execution of the order by the seller, he remains obliged to pay the agreed price to the seller.

Article 4 – Offers, quotations and price

Offers are without obligation, unless a period for acceptance is stated in the offer. If the offer is not accepted within that period, the offer lapses.
Delivery times in quotations are indicative and, if exceeded, do not entitle the party to dissolution or compensation, unless the parties have expressly agreed otherwise in writing.
Offers and quotations do not automatically apply to repeat orders. The parties must agree to this expressly and in writing.
The price stated in offers, quotations, and invoices consists of the purchase price including the applicable VAT and any other government levies.

Article 5 – Right of withdrawal

Upon receipt of the order, the consumer has the right to terminate the agreement within 14 days without giving reasons (right of withdrawal). The period commences at the moment the (complete) order is received by the consumer.
There is no right of withdrawal if the products are custom-made according to his specifications or have only a short shelf life.
The consumer may use a withdrawal form provided by the seller. The seller is obliged to make this available immediately upon the buyer's request.
During the cooling-off period, the consumer shall handle the product and packaging with care. He shall unpack or use the product only to the extent necessary to assess whether he wishes to keep the product. If he exercises his right of withdrawal, he shall return the unused and undamaged product to the seller with all supplied accessories and – if reasonably possible – in the original shipping packaging, in accordance with the reasonable and clear instructions provided by the entrepreneur.

Article 6 – Amendment of the agreement

If, during the execution of the agreement, it becomes apparent that it is necessary to modify or supplement the work to be performed for the proper execution of the assignment, the parties shall adjust the agreement accordingly in a timely manner and by mutual consultation.
If the parties agree that the agreement will be amended or supplemented, this may affect the time of completion of the performance. The seller shall notify the buyer of this as soon as possible.
If the amendment to or addition to the agreement has financial and/or qualitative consequences, the Seller shall inform the Buyer thereof in writing in advance.
If the parties have agreed on a fixed price, the seller shall indicate to what extent the amendment or addition to the agreement results in an increase in that price.
Notwithstanding the provisions of the third paragraph of this article, the seller may not charge additional costs if the modification or addition is the result of circumstances attributable to him.

Clause 7 – Completion and transfer of risk

As soon as the buyer has taken delivery of the purchased item, the risk passes from the seller to the buyer.

Clause 8 – Investigation and complaints

The Buyer is obliged to inspect the delivered goods, or have them inspected, at the time of delivery, or in any event within the shortest possible period. In doing so, the Buyer ought to examine whether the quality and quantity of the delivered goods correspond to what the parties have agreed upon, or at least meet the requirements applicable in normal commercial practice.
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 date of delivery of the goods.
If the complaint is deemed justified within the stipulated period, the seller is entitled either to proceed with repair or redelivery, or to cancel the delivery and send the buyer a credit note for that part of the purchase price.
The Seller cannot be held liable for minor deviations and/or deviations and differences in quality, quantity, size, or finish customary in the industry.
Complaints regarding a specific product do not affect other products or parts belonging to the same agreement.
No further complaints will be accepted after the goods have been processed by the buyer.

Article 9 – Samples and models

If a sample or model has been shown or provided to the buyer, this is presumed to have been provided merely as an indication, without the goods to be delivered needing to conform thereto. This does not apply if the parties have expressly agreed that the item to be delivered shall conform thereto.
In the case of agreements concerning immovable property, the mention of the surface area or of other dimensions and indications is likewise deemed to be intended merely as an indication, without the property to be delivered needing to conform thereto.

Article 10 – Delivery

Delivery takes place “ex works/storage facility/warehouse”. This means that all costs are for the buyer.
The Buyer is obliged to take delivery of the goods at the moment the Seller delivers them to him or has them delivered, or at the moment they are made available to him in accordance with 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 Seller requires information from Buyer for the execution of the Agreement, the delivery period shall commence after Buyer has made this information available to Seller.
Any delivery period stated by the Seller is indicative. It is never a deadline. In the event of exceeding the period, the buyer must notify the seller in writing of the default.
The Seller is entitled to deliver the goods in installments, unless the parties have agreed otherwise in writing or partial delivery has no independent value. In the event of delivery in installments, the Seller is entitled to invoice these installments separately.

Article 11 – Force Majeure

If the Seller is unable to fulfill his obligations under the Agreement, or is unable to do so in a timely or proper manner, due to force majeure, he shall not be liable for the damage suffered by the Buyer.
The parties understand force majeure to mean, in any event, any circumstance which the seller could not have foreseen at the time of concluding the agreement and as a result of which the normal performance of the agreement cannot reasonably be demanded by the buyer, such as illness, war or threat of war, civil war and riots, acts of war, sabotage, terrorism, power failure, flooding, earthquake, fire, occupation of premises, lockout, changed government measures, transport difficulties and other disruptions in the seller's business.
The parties also understand force majeure to include the circumstance that suppliers upon whom the Seller depends for the performance of the Agreement fail to fulfill their contractual obligations towards the Seller, unless this is attributable to the Seller.
If a situation as referred to above arises whereby the seller cannot fulfill his obligations towards the buyer, these obligations shall be suspended for as long as the seller is unable to fulfill his obligations. If the situation referred to in the previous sentence has lasted for 30 calendar days, the parties shall have the right to dissolve the agreement in writing, in whole or in part.
If the force majeure lasts longer than three months, the buyer has the right to terminate the agreement with immediate effect. Termination can only be effected by registered letter.

Article 12 – Transfer of rights

The rights of a party under this agreement may not be assigned without the prior written consent of the other party. This provision shall be considered a proprietary term within the meaning of Article 3:83, paragraph 2, of the Dutch Civil Code.

Clause 13 – Retention of title and right of retention

The goods present at the seller's premises and the delivered goods and parts remain the property of the seller until the buyer has paid the agreed price in full. Until that time, the seller may invoke his retention of title and repossess the goods.
If the agreed advance payments are not made or not made on time, the Seller is entitled to suspend the work until the agreed portion has been paid. This shall be considered default by the creditor. In that case, delayed delivery cannot be held against the Seller.
The seller is not entitled to pledge or otherwise encumber the goods subject to his retention of title.
The seller undertakes to insure and keep insured the goods delivered to the buyer under retention of title against fire, explosion and water damage, as well as against theft, and to make the policy available for inspection upon first request.
If the goods have not yet been delivered, but the agreed down payment or the agreed price has not been paid, the seller has the right of retention. The item will then only be delivered after the buyer has paid in full and in accordance with the agreement.
In the event of liquidation, insolvency, or suspension of payments by the Buyer, the Buyer's obligations shall become immediately due and payable.

Article 14 – Liability

Any liability for damage arising from or related to the performance of an agreement is always limited to the amount paid out in the relevant case by the liability insurance policy(ies) taken out. This amount is increased by the amount of the deductible of the policy concerned.
The Seller's liability for damage resulting from intent or willful recklessness on the part of the Seller or its senior subordinates is not excluded.

Article 15 – Duty to complain

The Buyer is obliged to report complaints regarding the work performed to the Seller immediately. The complaint must contain as detailed a description of the defect as possible, so that the Seller is able to respond adequately.
If a complaint is justified, the seller is obliged to repair the goods and, if necessary, replace them.

Article 16 – Warranties

If warranties are included in the agreement, the following applies. The seller guarantees that the sold goods are in conformity with the contract, that they function without defects and are suitable for the use the buyer intends to make of them. This guarantee applies for a period of one calendar year after receipt of the sold items by the buyer.
The aforementioned warranty aims to establish a distribution of risk between seller and buyer such that the consequences of a breach of warranty shall always be entirely for the account and risk of the seller, and that the seller may never invoke Article 6:75 of the Dutch Civil Code in respect of a breach of warranty. The provisions of the preceding sentence also apply if the Buyer was aware or could have been aware of the violation by initiating an investigation.
The said warranty does not apply if the defect has arisen as a result of improper or inappropriate use, or if, without permission, the buyer or third parties have made or attempted to make modifications, or have used the purchased item for purposes for which it is not intended.
If the warranty provided by the seller relates to a good produced by a third party, the warranty is limited to the warranty provided by that producer.

Article 17 – Intellectual property

Solid Brush BV retains all intellectual property rights (including copyright, patent rights, trademark rights, design and model rights, etc.) to all products, designs, drawings, writings, data carriers or other information, offers, images, sketches, models, etc., unless the parties have agreed otherwise in writing.
The customer is not permitted to copy, display to third parties and/or make available, or otherwise use the aforementioned intellectual property rights without the prior written consent of Solid Brush BV.

Article 18 – Amendment of the general terms and conditions

Solid Brush BV is entitled to amend or supplement these general terms and conditions.
Minor changes may be made at any time.
Solid Brush BV will discuss important substantive changes with the client in advance as much as possible.
The consumer has the right to terminate the agreement in the event of a substantial change to the general terms and conditions.

Article 19 – Applicable law and competent court

Every agreement between the parties shall be governed exclusively by Dutch law.
The Dutch court in the district where Solid Brush BV is established shall have exclusive jurisdiction to hear any disputes between the parties, unless the law mandatorily prescribes otherwise.
The applicability of the Vienna Sales Convention is excluded.
If, in legal proceedings, one or more provisions of these general terms and conditions are deemed unreasonably burdensome, the remaining provisions shall remain in full force and effect.