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Article 1. General/Definitions
In these general terms and conditions, the following definitions shall apply:
1. Belieff: registered with the Chamber of Commerce under number 61329258, established in Groningen, at Prinsesseweg 37C, 9717 BB, hereinafter referred to as “Belieff”.
2. Customer: the person who concludes an agreement with Belieff, to deliver or make available products and/or items, in the broadest sense of the word.
3. Product means any item or good delivered by Belieff to the Customer and/or accepted/offered as a pilot.
4. General terms and conditions: the present general terms and conditions.
5. Agreement: any agreement relating to the purchase of products in accordance with the provisions of the Agreement between Belieff and Buyer.
6. Website: the website www.www.belieff.com
Article 2. Applicability
1. These terms and conditions apply to all offers, sales and deliveries made by Belieff to Buyer, whether through the website or otherwise.
2. Deviations from these general terms and conditions shall be valid only if expressly agreed in writing. Any general terms and conditions or other conditions of Buyer are not valid. The applicability thereof is expressly rejected by Belieff.
3. If any provision of these general terms and conditions is void or annulled, the other provisions of these general terms and conditions shall remain in full force and Belieff and the Customer shall consult in order to agree on new provisions to replace the void or annulled provisions, taking into account as much as possible the purpose and purport of the void or annulled provision. In case of ambiguity regarding the interpretation or content of one or more provisions of these general terms and conditions, they are to be interpreted “in the spirit” of these general terms and conditions. Situations not covered by these general terms and conditions should be judged “in the spirit” of these general terms and conditions.
4. If Belieff does not always require strict compliance with these general terms and conditions, this does not mean that the provisions of these general terms and conditions do not apply, or that Belieff would to any extent lose the right to require strict compliance with the provisions of these general terms and conditions in other cases.
5. Belieff is entitled to amend or supplement these general terms and conditions. Changes of minor importance may be made at any time. Major substantive changes will be discussed (in advance) with Customer.
6. If Belieff has already provided these general terms and conditions to the Customer several times, there is a steady business relationship. Belieff then does not have to provide the general terms and conditions each time in order for them to apply to subsequent agreements.
Article 3. Work
1. Belieff’s business consists of manufacturing and selling the Dug and Cozy blanket.
Article 4. Quote
1. A quotation sent is valid for 30 days from its date, unless Belieff indicates otherwise.
2. If no acceptance period has been set, the offer cannot in any way confer any rights.
3. If the Customer accepts an offer, Belieff retains the right to revoke the offer within 2 business days of acceptance.
4. Belieff cannot be held to its quotations if the Customer can reasonably understand that the quotation, or any part thereof, contains an obvious mistake or clerical error.
5. A composite quotation does not oblige Belieff to perform part of the contract at a corresponding part of the quoted price.
6. If the acceptance deviates from the offer then Belieff is not bound by it. The contract will then not be concluded in accordance with this deviating acceptance, unless Belieff indicates otherwise.
7. Offers made are in principle price indications and do not automatically apply to future orders.
Article 5. Establishment of the agreement
1. The contract is concluded as soon as the acceptance of the offer has reached Belieff. By acceptance, the Customer agrees to the declaration of applicability of these general terms and conditions and, if necessary, waives a declaration of applicability of its own general terms and conditions.
2. If the acceptance contains reservations or changes compared to the offer, notwithstanding the provisions of the preceding paragraph, the contract shall not be concluded until Belieff has notified the Customer that it agrees to these deviations from the offer.
3. Agreements between Belieff and the Customer are ultimately established through an order confirmation.
4. The agreement must be terminated in writing by registered letter.
5. The notice period for client is ten days.
6. If a deadline has been agreed or specified for the delivery of certain products, this shall never be a deadline. If a deadline is exceeded, the Customer must give Belieff written notice of default. Belieff should be given a reasonable time to still perform the contract.
7. If the Customer dissolves the agreement without justifiable reasons, he shall be liable for damages in accordance with these general terms and conditions.
8. Belieff shall not be bound by oral agreements if not confirmed in writing by Belieff.
Article 6. Modification of the agreement
1. If, during the execution of the agreement, it appears that it is necessary to modify or supplement the agreement, the parties will timely and in mutual consultation adapt the agreement.
2. Without being in default, Belieff can refuse a request to amend, supplement or withdraw from the agreement if this could have consequences in qualitative and/or quantitative terms, for example for the products to be delivered in that context.
3. If the agreement is amended or supplemented, the time of completion of performance may be affected. Belieff will notify the Customer as soon as possible.
4. If the amendment or supplement to the agreement has financial and/or qualitative consequences, Belieff shall inform the Customer in advance.
5. If the amendment or supplement to the contract is due to circumstances that can be attributed to Belieff, Belieff will not charge additional costs. If amendment or supplementation of the Agreement is the result of circumstances attributable to the Customer, Belieff will, however, charge additional costs.
Article 7. Cancellation or early termination of the agreement
1. If the Buyer cancels or prematurely terminates the contract, Belieff shall charge the Buyer for all costs incurred, including hours spent, with a surcharge of twenty-five percent. Article 8. Implementation and delivery 1. Customer bears the risk of selection of the purchased products. Belieff does not warrant that the products are suitable for the use intended by the Customer, unless the agreement between the parties clearly specifies the purposes of use without reservation.
2. Delivery of the products shall be made at the agreed place at the agreed purchase price. Unless expressly agreed otherwise, the purchase price of the products does not include the costs of transportation, insurance, hoisting and lifting, hiring of temporary facilities and the like.
3. The risk of loss, theft and damage of the products shall pass to Customer upon delivery to Customer. However, if a carrier is used for the purpose of delivery, whether or not at the request or instruction of the Customer, the risk of loss, theft and damage of the products shall already pass to the Customer at the time of delivery of the products to the carrier.
Article 9. Suspension and dissolution
1. At such time as the Buyer is declared bankrupt, applies for a provisional suspension of payments, or the Buyer loses the power of disposition of its assets or parts thereof due to attachment, receivership or otherwise, or if the Buyer becomes manifestly unable to meet its financial obligations, Belieff has the right to declare any agreement with the Buyer terminated without judicial intervention.
2. Each of the parties is also entitled to terminate the agreement prematurely with immediate effect without judicial intervention if the other party dies.
3. As a result of dissolution, mutually existing claims shall become immediately due and payable.
4. If Belieff has reasonable doubt about the Customer’s ability to pay, Belieff shall be entitled to postpone performance of the contract until the Customer has provided security for payment.
Article 10. Payment and collection costs
1. The person entering into the agreement undertakes to pay all costs arising from the agreement.
2. Customer shall pay 50% of the total invoice in advance and 50% after delivery but within 15 calendar days.
3. Payment shall be made by invoice sent. The payment period is fifteen calendar days.
4. If an invoice is reversed or fails to occur for any other reason, Customer must ensure that the invoice amount is still paid within seven days of the invoice date.
5. The Customer shall be in default from the expiration of the payment date. Belieff shall send a reminder after that date and shall give the Customer the opportunity to pay within seven calendar days of receipt of such reminder. If, after the expiry of this period, payment is still not made and the Buyer cannot invoke force majeure, Belieff is entitled to charge interest from the expiry of the payment date. This interest is equal to the legal interest rate plus 3% on an annual basis on the amount due.
6. If the Customer fails to pay the amount due after the reminder has been sent, Belieff is also entitled to increase the amount referred to in paragraph 5 by collection costs. These extrajudicial costs are 15% of the amount due with a minimum of € 50.00 plus the actual (extra)judicial costs incurred.
Article 11. Retention of title
1. All products delivered by Belieff remain the property of Belieff until the Customer has fulfilled his/her (payment) obligations to Belieff.
2. It is strictly prohibited to copy any Belieff design unless express written permission is given.
Article 12. Complaint Resolution
1. Complaints about the products must be made known to Belieff, with reasons, within 14 days after the complaint arose, or within 14 days after delivery of the products. After the expiration of the aforementioned deadlines, the Buyer is deemed to have accepted the delivered products. 2. Complaints may be made by telephone, e-mail or mail. Phone: +31(0)23552861. E-mail: email@example.com . Address: Prinsesseweg 37c, 9717 BB Groningen.
3. If a complaint is founded, Belieff has the opportunity to investigate and repair the defect in the products. If this does not prove possible, Belieff should change the invoice amount in proportion to the complaint.
Article 13. Force majeure
1. Belieff is not obliged to fulfill any obligation to the Customer if it is hindered from doing so as a result of a circumstance which is not due to fault, and which is not for its account under the law, a legal act, or due to generally accepted views.
2. In these general conditions, force majeure means, in addition to what is understood in law and jurisprudence, all external causes, foreseen or unforeseen, over which Belieff has no control, but which prevent Belieff from fulfilling its obligations.
3. If there is an event of force majeure, Belieff, shall immediately notify the Customer in writing, stating the cause of the force majeure.
4. Belieff shall be entitled to invoke force majeure if the circumstances preventing (further) performance of the contract occur after Belieff should have fulfilled its commitment.
5. Belieff has the right, during the period of force majeure, to suspend its obligations under the contract. If this period lasts longer than 1 month, then both the Buyer and Belieff are entitled to dissolve the contract, without any obligation to compensate the other party for damages suffered. If the aforementioned situation occurs when the contract has been partially performed, Belieff has the right to separately invoice the part already fulfilled. The Customer is then obliged to pay this invoice as if it were a separate agreement.
6. After notification that force majeure exists on the part of Belieff, the Customer has the right to cancel the order in writing.
7. Belieff is not responsible for force majeure situations such as postal or telephone service strikes or power outages.
Article 14. Liability
1. Belieff’s liability is limited to the damage that can be considered an immediate and obvious consequence of the non-performance or defective performance, all limited to the amount covered by Belieff’s insurance. If in any case the insurance does not pay or the damage is not covered by the insurance, the liability is limited to once the amount of the invoice amount.
2. Belieff shall never be liable for indirect damages. Indirect damages include consequential damages; lost profits; lost savings; damages due to business or other stagnation.
3. Buyer’s conclusions, based on the Agreement, are subject to interpretation and these conclusions may differ from another’s interpretation. Belieff shall not be liable for this in any way.
4. The limitations of liability contained in these conditions do not apply if the damage is due to intent or gross negligence of Belieff and/or its subordinates.
5. Belieff shall not be liable in any way for the costs of claims, litigation (including legal advisors and attorney fees) and the costs of arbitration commissions, of the Customer arising from the Agreement. Belieff further stipulates all legal and contractual defenses that it may invoke against the Customer to ward off its own liability and/or its subordinates.
Article 15. Applicable law
1. Unless expressly agreed otherwise, disputes arising from the agreement are subject to Dutch law. 2. Without prejudice to Belieff’s right to submit a dispute to the court with jurisdiction under the law, disputes between the parties shall in the first instance be submitted to the competent court in Belieff’s place of business, unless otherwise required by mandatory law.