General Terms and Conditions
Article 1. General
1. These terms and conditions apply to every offer, quotation and agreement between J.G. van Dooren B.V. (also trading as HOUTPELLETS-ONLINE.EU) hereafter referred to as: HOUTPELLETS-ONLINE.EU, and an Other Party to which HOUTPELLETS-ONLINE.EU has declared these terms and conditions applicable, insofar as these terms and conditions have not been explicitly deviated from by parties in writing.
2. These terms and conditions also apply to agreements with HOUTPELLETS-ONLINE.EU, for the execution of which HOUTPELLETS-ONLINE.EU needs to involve third parties.
3. These general terms and conditions are also written for the employees of HOUTPELLETS-ONLINE.EU and its management.
4. The applicability of any purchase or other conditions of the Other Party is expressly rejected.
5. If one or more provisions of these general conditions at any time are wholly or partially invalid or should be annulled, the remaining provisions of these general conditions shall continue to apply in full. HOUTPELLETS-ONLINE.EU and the Other Party will then consult with each other to agree on new provisions to replace the void or voided provisions, whereby the purpose and intent of the original provisions will be taken into account as much as possible.
6. If there is any uncertainty regarding the interpretation of one or more provisions of these general terms and conditions, then the explanation must take place ‘in the spirit’ of these provisions.
7. If a situation arises between the parties that has not been regulated in these general terms and conditions, this situation should be assessed according to the spirit of these general terms and conditions.
8. If HOUTPELLETS-ONLINE.EU does not always require strict compliance with these terms and conditions, this does not mean that the provisions thereof do not apply, or that HOUTPELLETS-ONLINE.EU would in any way lose the right to require strict compliance with the provisions of these terms and conditions in other cases.
Article 2 Quotes and Offers.
1 All quotations and offers of HOUTPELLETS-ONLINE.EU are without obligation, unless a deadline for acceptance has been set in the quotation. A quotation or offer will lapse if the product to which the quotation or offer relates is no longer available in the meantime.
2 HOUTPELLETS-ONLINE.EU cannot be held to its quotations or offers if the Other Party can reasonably understand that the quotations or offers, or a part thereof, contain an obvious mistake or error.
3 The prices mentioned in a quotation or offer are exclusive of VAT and other government levies, as well as any costs to be incurred in connection with the agreement, including travel and accommodation, postage and administration costs, unless otherwise indicated.
4 If the acceptance (whether or not on minor points) deviates from the offer included in the quote or offer, HOUTPELLETS-ONLINE.EU is not bound by it. The agreement will not be established in accordance with this different acceptance, unless HOUTPELLETS-ONLINE.EU indicates otherwise.
5 A composite quotation does not oblige HOUTPELLETS-ONLINE.EU to perform a part of the assignment at a corresponding part of the quoted price. Offers or quotations do not automatically apply to future orders.
Article 3 Contract duration; delivery periods, performance and modification of the agreement; price increase
1. The agreement between HOUTPELLETS-ONLINE.EU and the Other Party is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or if parties explicitly agree otherwise in writing.
2. If a period has been agreed or specified for the completion of certain activities or for the delivery of certain goods, this shall never be a deadline. If a term is exceeded, the Other Party must therefore declare HOUTPELLETS-ONLINE.EU in default in writing. HOUTPELLETS-ONLINE.EU must be offered a reasonable period to execute the agreement.
3. HOUTPELLETS-ONLINE.EU has the right to have certain activities performed by third parties.
4. HOUTPELLETS-ONLINE.EU is entitled to execute the agreement in several phases and to invoice the thus executed part separately.
5. If the agreement is executed in phases, HOUTPELLETS-ONLINE.EU can suspend the execution of those parts that belong to a next phase until the Other Party has approved the results of the preceding phase in writing.
6. If HOUTPELLETS-ONLINE.EU requires information from the Other Party for the execution of the agreement, the execution period will not start before the Other Party has provided HOUTPELLETS-ONLINE.EU with this information correctly and completely.
7. If during the execution of the agreement it appears that for a proper execution thereof it is necessary to modify or supplement it, then the parties will timely and in mutual consultation adapt the agreement. If the nature, scope or content of the agreement, whether or not at the request or indication of the Other Party, of the competent authorities et cetera, is amended and the agreement is thereby qualitatively and / or quantitatively changed, this may have consequences for what was originally agreed. As a result, the amount originally agreed upon may be increased or decreased. HOUTPELLETS-ONLINE.EU will provide an estimate of the costs as much as possible. An amendment to the agreement may change the originally specified period of performance. The Other Party accepts the possibility of amending the agreement, including the change in price and term of execution.
8. If the agreement is changed, including an addition, HOUTPELLETS-ONLINE.EU is entitled to first execute the agreement after the competent person within HOUTPELLETS-ONLINE.EU has agreed to the price and other conditions for the execution, including the time to be determined at that time. Not or not immediately executing the modified agreement does not constitute a default by HOUTPELLETS-ONLINE.EU and is no ground for the Other Party to terminate the agreement.
9. Without being in default, HOUTPELLETS-ONLINE.EU can refuse a request to change the agreement if this could have qualitative and/or quantitative consequences, for example for the activities to be performed or the goods to be delivered in that framework.
If the Other Party is in default in properly fulfilling its obligations towards HOUTPELLETS-ONLINE.EU, then the Other Party is liable for all damages (including costs) that HOUTPELLETS-ONLINE.EU has incurred directly or indirectly.
If HOUTPELLETS-ONLINE.EU has agreed on a certain price when concluding the agreement, then HOUTPELLETS-ONLINE.EU is nevertheless entitled to increase the price under the following circumstances, even if the price was not originally stated.
– If the price increase is the result of an amendment to the agreement;
– If the price increase is a result of a right of HOUTPELLETS-ONLINE.EU or an obligation of HOUTPELLETS-ONLINE.EU by law;
– In other cases, the Other Party, who is not acting in the exercise of a profession or business, is entitled to terminate the agreement by means of a written statement if the price increase amounts to more than 10% and takes place within three months of the conclusion of the agreement, unless HOUTPELLETS-ONLINE.EU is still willing to perform the agreement based on the originally agreed upon, or if it has been stipulated that the delivery will take place more than three months after the purchase. Translated with www.DeepL.com/Translator (free version)
10. If the other party fails to enable correct delivery of the goods, HOUTPELLETS-ONLINE.EU is entitled to shift the extra transport costs to the other party.
Article 4 Suspension, dissolution and early termination of the agreement
1. HOUTPELLETS-ONLINE.EU is authorized to suspend the fulfillment of the obligations or to dissolve the agreement immediately and with immediate effect, if:
– the Other Party does not, not completely or not timely comply with the obligations under the agreement;
– After the conclusion of the agreement, HOUTPELLETS-ONLINE.EU learns of circumstances that give good reason to fear that the other party will not comply with the obligations;
– at the conclusion of the agreement the Other Party was requested to provide security for the fulfilment of its obligations under the agreement and this security is not provided or is insufficient;
– If, due to a delay on the part of the Other Party, HOUTPELLETS-ONLINE.EU can no longer be expected to fulfill the agreement under the originally agreed conditions, HOUTPELLETS-ONLINE.EU is entitled to terminate the agreement.
– if circumstances arise of such a nature that fulfillment of the agreement is impossible or that the unaltered maintenance of the agreement cannot reasonably be required of HOUTPELLETS-ONLINE.EU.
2. If the dissolution is attributable to the Other Party, HOUTPELLETS-ONLINE.EU is entitled to compensation for the damages, including the costs, directly and indirectly caused.
3. If the agreement is dissolved, the claims of HOUTPELLETS-ONLINE.EU on the Other Party are immediately due and payable. Indien HOUTPELLETS-ONLINE.EU de nakoming van de verplichtingen opschort, behoudt hij zijn aanspraken uit de wet en overeenkomst.
4. If HOUTPELLETS-ONLINE.EU suspends or dissolves the contract for the reasons mentioned in this article, it is in no way obliged to compensate for damages or costs caused in any way, while the Other Party, by virtue of breach of contract, is obliged to compensate for damages or compensation.
5. If the agreement is terminated prematurely by HOUTPELLETS-ONLINE.EU, HOUTPELLETS-ONLINE.EU will, in consultation with the Other Party, arrange for the transfer of activities still to be performed to third parties. This is unless the termination is attributable to the Other Party. Unless the premature termination can be attributed to HOUTPELLETS-ONLINE.EU, the costs for transfer will be charged to the Other Party. HOUTPELLETS-ONLINE.EU will inform the Other Party as much as possible in advance regarding the extent of these costs. The Other Party must pay these costs within the time period set by HOUTPELLETS-ONLINE.EU, unless HOUTPELLETS-ONLINE.EU indicates otherwise.
6. In case of liquidation, (request of) suspension of payment or bankruptcy, attachment – if and to the extent that the attachment has not been lifted within three months – at the expense of the Other Party, debt restructuring or another circumstance which prevents the Other Party to dispose freely of its assets, HOUTPELLETS-ONLINE.EU is 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 damages or compensation. Translated with www.DeepL.com/Translator (free version) The claims of HOUTPELLETS-ONLINE.EU on the Other Party are in that case immediately due and payable.
7. If the Other Party fully or partially cancels an order that has been placed, then the items ordered or prepared for this, plus any costs for supply, removal and delivery thereof and the working time reserved for the execution of the agreement, will be charged in full to the Other Party.
Article 5 Force Majeure
1. HOUTPELLETS-ONLINE.EU is not obliged to comply with any obligation towards the Other Party if it is hindered to do so due to a circumstance that cannot be attributed to fault, and for which it cannot be held accountable by virtue of the law, a legal action or generally accepted practice.
2. In these terms and conditions, force majeure is defined, in addition to the laws and case law, as all external causes, foreseen or unforeseen, which are beyond the control of HOUTPELLETS-ONLINE.EU, but which prevent HOUTPELLETS-ONLINE.EU from fulfilling its obligations. HOUTPELLETS-ONLINE.EU is also entitled to claim force majeure if the circumstance preventing (further) fulfillment of the agreement occurs after HOUTPELLETS-ONLINE.EU should have fulfilled its commitment.
3. HOUTPELLETS-ONLINE.EU can suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, either party is entitled to dissolve the agreement without any obligation to compensate the other party for damages.
4. If HOUTPELLETS-ONLINE.EU has already partially fulfilled its obligations under the agreement when the force majeure occurs, or will be able to fulfil these, and the fulfilled or to be fulfilled part has independent value, HOUTPELLETS-ONLINE.EU is entitled to invoice the fulfilled or to be fulfilled part separately. The Other Party is obliged to pay this invoice as if it were a separate agreement.
Article 6 Payment and collection costs
1. Payment must always be made within 14 days after the invoice date, in a way indicated by HOUTPELLETS-ONLINE.EU in the currency of the invoice, unless otherwise indicated by HOUTPELLETS-ONLINE.EU in writing. HOUTPELLETS-ONLINE.EU is entitled to invoice periodically.
2. If the Other Party fails to pay an invoice on time, the Other Party shall be in default by operation of law. The Other Party will then owe interest. In the case of consumer purchases, the interest rate is equal to the statutory rate. In other cases, the Other Party shall owe an interest of 1% per month, unless the legal interest rate is higher, in which case the legal interest rate shall be due. The interest on the amount due will be calculated from the moment the Other Party is in default until the moment of payment of the full amount due.
3. HOUTPELLETS-ONLINE.EU has the right to have the payments made by the other party go first of all to reduce the costs, then to reduce the interest that has fallen due and finally to reduce the principal sum and the current interest.
4. HOUTPELLETS-ONLINE.EU can, without being in default, refuse an offer of payment, if the Other Party designates a different order for the allocation of the payment. HOUTPELLETS-ONLINE.EU can refuse full payment of the principal sum, if the open and accrued interest and collection costs are not also paid.
5. Objections to the amount of an invoice do not suspend the payment obligation.
6. If the Other Party is in default or breach of contract in the (timely) fulfillment of its obligations, all reasonable costs incurred in obtaining satisfaction out of court will be borne by the Other Party. The extrajudicial costs are calculated on the basis of what is customary in the Dutch collection practice at that time, currently the calculation method according to Rapport Voorwerk II. However, if HOUTPELLETS-ONLINE.EU has incurred higher costs for collection that were reasonably necessary, the actual costs incurred are eligible for reimbursement. Any judicial and execution costs incurred will also be recovered from the Other Party. The Other Party shall also owe interest on the collection costs owed.
Article 7 Retention of title
1. All items delivered by HOUTPELLETS-ONLINE.EU under the agreement will remain the property of HOUTPELLETS-ONLINE.EU until the Other Party has properly fulfilled all obligations under the agreement(s) concluded with HOUTPELLETS-ONLINE.EU.
2. Goods delivered by HOUTPELLETS-ONLINE.EU, which in accordance with paragraph 1. falling under the retention of title, may not be resold and may never be used as a means of payment. The Other Party is not authorized to pledge or in any other way encumber the items falling under the retention of title.
3. The Other Party should always do everything that can reasonably be expected of it to secure the property rights of HOUTPELLETS-ONLINE.EU.
4. If third parties seize goods delivered under retention of title or wish to establish or exercise rights over these goods, the Other Party is obliged to inform HOUTPELLETS-ONLINE.EU immediately.
5. The Other Party undertakes to insure the goods delivered under reservation of ownership and to keep them insured against fire, explosion- and water damage as well as against theft. In case of an insurance payment, HOUTPELLETS-ONLINE.EU is entitled to these payments. Insofar as necessary, the Other Party commits itself towards HOUTPELLETS-ONLINE.EU in advance to cooperate with everything that could (appear to) be necessary or desirable in that context.
6. In the event that HOUTPELLETS-ONLINE.EU wishes to exercise its property rights as stipulated in this article, the Other Party gives HOUTPELLETS-ONLINE.EU and third parties designated by HOUTPELLETS-ONLINE.EU unconditional and irrevocable permission in advance to enter all those places where HOUTPELLETS-ONLINE.EU’s property can be found and to take back those goods.
Article 8 Guarantees, Research and Complaints
1. The goods to be delivered by HOUTPELLETS-ONLINE.EU meet the usual requirements and standards that can be reasonably set at the time of delivery and for which they are intended at normal use in the Netherlands. The guarantee mentioned in this article applies to goods destined for use within the Netherlands. In the case of use outside the Netherlands, the Other Party itself must verify whether it is suitable for use there and whether it meets the conditions set there. In this case HOUTPELLETS-ONLINE.EU can set different warranty- and other conditions regarding the goods to be delivered or the activities to be performed.
2. The guarantee referred to in paragraph 1 of this article applies for a period of 7 days after delivery, unless the nature of the delivered product dictates otherwise or the parties have agreed otherwise. If the warranty provided by HOUTPELLETS-ONLINE.EU concerns a good that was produced by a third party, the warranty is limited to that provided by the producer of the good, unless stated otherwise. After the guarantee period has expired, all costs for repair or replacement, including administration, shipping and call-out charges, will be charged to the Other Party.
3. Any form of warranty becomes void if a defect is a result of or arising from injudicious or improper use or use after the expiration date, improper storage or maintenance by the Other Party and / or by third parties when, without written permission of HOUTPELLETS-ONLINE.EU, the Other Party or third parties have made changes or have tried to make changes to the product, if other objects were attached to the product that should not have been attached to the product or if the product was processed or modified in a way that differs from the prescribed way. The Other Party is not entitled to any warranty if the defect is caused by or due to circumstances beyond HOUTPELLETS-ONLINE.EU’s control, including weather conditions (such as, for example but not limited to, extreme rainfall or temperatures) et cetera.
4. The Other Party is obliged to inspect the delivered goods, or have them inspected, immediately at the moment that the goods are made available to it or the work in question is carried out, respectively. In doing so, the Other Party should investigate whether the quality and/or quantity of what is delivered corresponds to what was agreed and meets the requirements that the parties agreed in that respect. Any defects should be reported to HOUTPELLETS-ONLINE.EU in writing within two months after discovery. The notification must contain a detailed description of the defect, so that HOUTPELLETS-ONLINE.EU is able to respond adequately. The Other Party must give HOUTPELLETS-ONLINE.EU the opportunity to investigate (or have investigated) a complaint.
5. If the Other Party complains in time, this will not suspend its payment obligation. In that case, the Other Party will also remain obliged to take delivery of and pay for the other items ordered, unless no independent value can be attached to them.
6. If a defect is reported later, the Other Party will no longer be entitled to repair, replacement or compensation, unless a longer period ensues from the nature of the item or the other circumstances of the case.
7. If it has been determined that a good is defective and a claim has been filed in a timely manner, HOUTPELLETS-ONLINE.EU will, at the option of HOUTPELLETS-ONLINE.EU, replace or take care of repairing the defective good within a reasonable period of time after the goods have been returned, or, if returning the goods is not reasonably possible, by means of a written notification regarding the defect by the Other Party. In case of replacement the Other Party is obliged to return the replaced goods to HOUTPELLETS-ONLINE.EU and transfer ownership to HOUTPELLETS-ONLINE.EU, unless HOUTPELLETS-ONLINE.EU indicates otherwise.
8. If it is determined that a complaint is unfounded, the costs incurred by HOUTPELLETS-ONLINE.EU, including research costs, will be borne by the Other Party.
9. The Pellet Basket 2.0 has a warranty period of up to 1 year. If pellets of the brands HOUTPELLETS-ONLINE.EU carries in its webshop are not fired in it, we cannot provide a warranty.
Article 9 Liability
1. If HOUTPELLETS-ONLINE.EU should be liable, then this liability is limited to what has been arranged in this provision.
2. HOUTPELLETS-ONLINE.EU is not liable for damages of any kind, incurred because HOUTPELLETS-ONLINE.EU has relied on incorrect and / or incomplete information provided by or on behalf of the Other Party.
3. HOUTPELLETS-ONLINE.EU is only liable for direct damage.
4. Direct damage shall mean only:
– the reasonable costs of determining 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 made to make HOUTPELLETS-ONLINE.EU meet the agreement, insofar as these costs can be attributed to HOUTPELLETS-ONLINE.EU;
– reasonable costs incurred to prevent or limit damage, insofar as the Other Party demonstrates that these costs have resulted in limiting direct damage as referred to in these general terms and conditions.
5. HOUTPELLETS-ONLINE.EU is never liable for indirect damages, including consequential damages, lost profits, lost savings and damage due to business or other stagnation. In the case of consumer sales, this restriction shall not extend beyond that permitted under Article 7:24 paragraph 2 of the Civil Code.
6. If HOUTPELLETS-ONLINE.EU should be liable for any damages, the liability of HOUTPELLETS-ONLINE.EU is limited to a maximum of three times the invoice value of the order, at least to that part of the order to which the liability relates.
7. The liability of HOUTPELLETS-ONLINE.EU is in any case limited to the amount paid out by its insurer.
8. The limitations of the liability included in this article do not apply if the damage is due to intent or gross negligence of HOUTPELLETS-ONLINE.EU or its managing subordinates.
9. We recommend at all times to inform your installer or supplier about the use of our pellets in your pellet stove or pellet boiler. They can inform you whether the pellets from HOUTPELLETS-ONLINE.EU are suitable for your stove or boiler.
Article 10 Limitation period
1. Notwithstanding the statutory limitation periods, the limitation period for all claims and defenses against HOUTPELLETS-ONLINE.EU and the third parties involved in the execution of an agreement by HOUTPELLETS-ONLINE.EU is one year.
2. The provisions of paragraph 1 shall not apply to legal claims and defences based on facts that would justify the assertion that the delivered item does not comply with the agreement. Such claims and defenses will become time-barred two years after the Other Party has informed HOUTPELLETS-ONLINE.EU of such non-conformity.
Article 11 Transfer of Risk
1. The risk of loss, damage or depreciation shall pass to the Other Party at the moment when goods are brought under the control of the Other Party.
Article 12 Indemnification
1. The other party indemnifies HOUTPELLETS-ONLINE.EU against any claims from third parties, who suffer damage in connection with the execution of the agreement and of which the cause is not attributable to HOUTPELLETS-ONLINE.EU.
2. If HOUTPELLETS-ONLINE.EU for that reason by a third party, the Other Party is obliged to assist HOUTPELLETS-ONLINE.EU both outside and in court and immediately do everything that can be expected from him in that case. Should the Other Party fail to take adequate measures, then HOUTPELLETS-ONLINE.EU is entitled to do so itself, without notice of default. All costs and damages incurred by HOUTPELLETS-ONLINE.EU and third parties as a result will be borne entirely by the Other Party.
Article 13 Intellectual Property
1. HOUTPELLETS-ONLINE.EU reserves the rights and powers it is entitled to under the Copyright Act and other intellectual laws and regulations. HOUTPELLETS-ONLINE.EU is entitled to use the knowledge gained by the execution of an agreement for other purposes, provided that no confidential information of the other party is disclosed to third parties.
Article 14 Applicable law and disputes
1. All legal relationships to which HOUTPELLETS-ONLINE.EU is a party are exclusively governed by Dutch law, even if an obligation is fully or partially fulfilled abroad or if the party involved in the legal relationship has its residence there. The applicability of the Vienna Sales Convention is excluded.
2. The parties will only appeal to the court after they have made every effort to settle a dispute by mutual agreement.
Article 15 Location and amendment of conditions
1. These conditions have been deposited at the Chamber of Commerce in Enschede
2. The last registered version or the version that applied at the time of the conclusion of the legal relationship with HOUTPELLETS-ONLINE.EU applies.
3. The Dutch text of the general terms and conditions shall always be decisive for the interpretation thereof.