General Terms and Conditions
Premiumropes B.V. / Lijnenspecialist
ARTICLE 1. | DEFINITIONS
In these general terms and conditions, the following capitalised terms, shall have the following meaning.
- Premiumropes: Premiumropes B.V., also trading under the trade name 'Lijnenspecialist', the user of these general terms and conditions, located at KNSM-laan 15, 1019 LA in Amsterdam, registered in the Trade Register under Chamber of Commerce number 68330626.
- Customer: any natural or legal person with whom Premiumropes has concluded or intends to conclude an Agreement.
- Consumer: a Customer, natural person, not acting in the capacity of a profession or business.
- Parties: Premiumropes and the Customer jointly.
- Agreement: any agreement between the Parties in the context of which Premiumropes undertakes towards the Customer to sell and deliver Products.
- Distance Agreement: an Agreement concluded between Premiumropes and a Consumer through the Online Shop.
- Products: the goods to be delivered by Premiumropes to the Customer within the framework of the Agreement, which may include, but not limited to and in the broadest sense of the word, ropes manufactured or processed in accordance with the Customer's specifications, locks, steel cables, and related items.
- Online Shop :www.premiumropes.com , www.lijnenspecialist.nl or www.premiumropes.de.
- In Writing: communication in writing, communication by email, or any other means of communication that can be equated with this in view of the state of the art and the views prevailing in society.
ARTICLE 2. | GENERAL CONDITIONS
- These general terms and conditions apply to every offer of Premiumropes and every Agreement.
- The provisions in these terms and conditions can only be waived expressly and In Writing. If and insofar as that which is expressly agreed between the Parties In Writing deviates from these general terms and conditions, the conditions expressly agreed by both parties in Writing shall apply.
- Nullification or invalidity of one or more of the provisions of these general terms and conditions or the Agreement as such does not affect the validity of other clauses. In such a case, the Parties are required to consult in order to make an alternative arrangement in respect of the affected clause. In addition, the purpose and intent of the original clause will be observed as much as possible.
ARTICLE 3. | OFFER
- Every offer from Premiumropes, including its quotations, is without obligation, even if a term of acceptance is stated therein.
- The Customer can not derive any rights from an offer of Premiumropes which contains a manifest error or mistake.
ARTICLE 4. | RIGHT OF DISSOLUTION BY DISTANCE CONTRACTS
- Subject to the provisions of the remainder of this article and in particular the following paragraph, the Consumer may fully or partially dissolve a Distance Agreement up to 14 days after receipt of the Products, without giving reasons.
- The Consumer has no right of dissolution in case of:
a) delivery of Products manufactured in accordance with the Consumer’s specifications which are not prefabricated and which are produced based on a Consumer’s individual choice or decision or which are intended for a specific person;
b) delivery of Products in respect of which the right of dissolution is otherwise excluded or does not apply pursuant to Section 6.5.2B of the Dutch Civil Code.
- The Consumer can dissolve the Distance Agreement by submitting a request to Premiumropes by email, by following the instructions on the Online Shop or by using the model withdrawal form offered by Premiumropes. As soon as possible after Premiumropes has been notified of the Consumer's intention to dissolve the Distance Agreement and if the conditions of this article are met, Premiumropes will confirm the dissolution of the Distance Agreement by email.
- During the term as referred to in paragraph 1, the Consumer must handle the Products to be returned and their packaging with care. The Consumer may only handle and inspect the Products to be returned to the extent necessary to assess the nature and characteristics of the Products. The guiding principle is that the Consumer may only handle and inspect the product in the manner in which one is allowed to handle a product in a shop.
- If the Consumer exercises the right of dissolution, they will return the Products concerned undamaged, with all accessories supplied and in the original condition and packaging to Premiumropes.
- The Consumer is liable for the depreciation of the Products as a result of the way in which the Products were handled that goes beyond what is permitted under paragraph 4. Premiumropes is entitled to charge this depreciation in value to the Consumer, whether or not by settling it against any payment already received from the Consumer.
- Return of the Products must take place within 14 days after the Consumer has dissolved the Distance Agreement in accordance with the provisions of paragraph 3.
- If the Consumer exercises the right of dissolution, the costs of returning the Products will be borne by the Consumer.
- Premiumropes will refund any payment already received from the Consumer with regard to the part of the order that is returned, minus any depreciation, as soon as possible, but no later than 14 days after dissolution of the Distance Agreement to the Consumer, provided that the Products have been received by Premiumropes, or it has been demonstrated by the Consumer that the Products have actually been returned.
10. If the right of dissolution is applied to only part of the order, any shipping costs paid by the Consumer in the first instance will not be eligible for a refund. Furthermore, Premiumropes is not obliged to reimburse the additional costs if the Consumer has explicitly opted for a method other than the least expensive standard delivery method offered by Premiumropes when ordering.
ARTICLE 5. | CANCELLATION OF THE AGREEMENT BY PREMIUMROPES
If, after concluding the Agreement, Premiumropes is of the opinion that the Agreement cannot be fulfilled by it due to unforeseen circumstances, it is entitled to cancel the Agreement, without being liable to the Customer for any damage arising from it for the Customer or third parties.
ARTICLE 6. | DELIVERY TIMES
- Any delivery terms that Premiumropes has committed to the Customer are indicative and do not constitute deadlines. Premiumropes may be partly dependent on the Customer or third parties for the fulfilment of these terms.
- Default on the part of Premiumropes does not commence until after the Customer has given Premiumropes written notice of default, stating a reasonable term for compliance, and Premiumropes is still in default after the expiry of the latter term.
ARTICLE 7. | DELIVERY
- Delivery of the Products to Consumers takes place in the expressly agreed place and manner. In the absence of such an agreement, delivery will take place at the delivery address specified by the Consumer.
- Unless explicitly agreed otherwise In Writing, delivery Ex Works (EXW) will be made in accordance with the most recent version of the Incoterms.
- Irrespective of the provisions in the previous paragraph, in the event of delivery Ex Works, the Parties can agree that Premiumropes will take care of transport. In that case, the risk of storage, loading, transport, and unloading also rests with the Customer.
- Premiumropes reserves the right to deliver orders in parts. In that case, the Consumer's reflection period in connection with the right of dissolution, as referred to in Article 4, only commences when the last partial delivery from the order has been received by or on behalf of the Consumer.
- If the Products cannot be delivered to the Customer or cannot be delivered on time as a result of a circumstance attributable to the Customer, Premiumropes is entitled to store the Products at the Customer's expense, without prejudice to the Customer's obligation to pay the agreed price and any delivery costs.
- In the event that the Customer refuses to take delivery of the Products or is otherwise negligent to receive the Products, the Customer will notify Premiumropes of the term within which the Products will still be purchased. This term will never be longer than two weeks after the day of the request as referred to in the previous sentence. Premiumropes is authorised to dissolve the Agreement if, after the expiry of the period referred to in the previous sentence, the Customer has still failed to take delivery of the Products, without prejudice to the Customer's obligation to pay the agreed price, the reasonable costs for storage of the Products and any other costs incurred as a result of the Customer's shortcoming.
ARTICLE 8. | INVESTIGATION AND COMPLAINTS
- At the time of delivery, or at least immediately thereafter, the Customer must investigate whether the nature and quantity of the Products comply with the Agreement. If, in the opinion of the Customer, the nature and/or quantity of the Products does or do not comply with the Agreement, it must immediately notify Premiumropes thereof.
- Complaints with regard to defects that are reasonably invisible or otherwise not recognisable at the time of delivery of the Products must be submitted in writing within seven days after the Customer became aware of the existence of the defect, or at least could reasonably have become aware of it, must have been submitted to Premiumropes, stating precisely the grounds to which the complaint relates.
- Contrary to the provisions of the preceding paragraphs of this article, a Consumer can no longer rely on the fact that what has been delivered in the context of a consumer purchase does not comply with the Agreement, if the Consumer has not complained to Premiumropes in this regard within two months after discovery of the defect by the Consumer.
- If the Customer does not submit a complaint on time and in accordance with the provisions of the previous paragraphs, no obligation whatsoever ensues for Premiumropes from such a complaint by the Customer.
ARTICLE 9. | WARRANTY AND CONFORMITY
- Premiumropes only provides a warranty on the Products if and insofar as this is required by law; the mandatory legal rights and claims that Consumers can assert against Premiumropes are not affected (conformity).
- A claim based on non-conformity lapses in any case if a defect in the delivered Product is the result of an external cause after delivery or another circumstance not attributable to Premiumropes. This is understood to include, but is not limited to, defects as a result of damage, natural wear and tear, molestation damage, incorrect or injudicious treatment, incorrect or injudicious use, and making changes to the delivered goods, including repairs or other types of restorations that have been carried out without the advance consent of Premiumropes.
ARTICLE 10. | FORCE MAJEURE
- Premiumropes is not obliged to fulfil any obligation of the agreement if and as long as it is being hampered by a circumstance that can not be attributed under the law, a legal act, or by prevailing attitudes in society. Force majeure includes, in addition to what is understood in this regard in law and jurisprudence, transport restrictions, epidemics, pandemics, disease, fire, measures of any government, violent or armed actions, failures in communication connections or in equipment or software of Premiumropes or third parties.
- If and insofar as the force majeure situation makes fulfilment of the Agreement permanently impossible or continues or will continue for more than three months, the Parties are entitled to dissolve the Agreement with immediate effect, without judicial intervention.
- If Premiumropes has already partially fulfilled its delivery obligations upon the occurrence of the force majeure situation, or can only partially fulfil its delivery obligations, it is entitled to charge separately for the part already delivered or part of the Agreement that is still available for delivery, as if it were a separate Agreement.
- Damage as a consequence of force majeure is never, without prejudice to the foregoing paragraph, eligible for compensation.
ARTICLE 11. | SUSPENSION AND DISSOLUTION
- In addition to the legal grounds for suspension and dissolution of the Agreement, Premiumropes, unless the Customer has already provided sufficient security for the fulfilment of the payment obligation owed by it to Premiumropes, is entitled to dissolve the Agreement with immediate effect and without judicial intervention if the Customer is in a state of bankruptcy, has applied for (provisional) suspension of payments, any attachment has been levied on its goods or is otherwise unable to freely dispose of its assets.
- The Customer shall never make a claim to any form of compensation in connection with the right of suspension or dissolution exercised by Premiumropes.
- The Customer is obliged to compensate the damage that Premiumropes suffers as a result of the suspension or dissolution of the agreement.
- If Premiumropes terminates the Agreement, any claims that Premiumropes still has on the Customer are immediately due and payable.
ARTICLE 12. | PAYMENT CONDITIONS
- Premiumropes is not obliged to (further) implement the Agreement until after the Customer has fulfilled all payment obligations already due and payable towards Premiumropes.
- Payments must be made in the manner indicated by Premiumropes and at the time indicated by Premiumropes or within the period stated by Premiumropes.
- The Customer must pay without any recourse to suspension or set-off, except insofar as the law makes it mandatory for the Consumer to do so.
- Premiumropes is entitled to make the invoice due to the Customer available to it exclusively by email.
- If the Customer is in a state of bankruptcy, has applied for (provisional) suspension of payments, any attachment has been levied on its goods, as well as in the event that the Customer cannot otherwise freely dispose of its assets, the claims against the Customer are immediately due and payable.
- If payment is not made in time, the Customer shall automatically be in default. From the day that the Customer is in default, the Customer shall owe interest of 2% per month on the outstanding amount, whereby part of a month is considered a full month. Contrary to the previous sentence, instead of the contractual interest referred to there, the statutory interest applicable at the time of the payment default applies if the Customer is a Consumer.
- All reasonable costs, including legal, judicial, and enforcement costs incurred in the acquisition of the amounts owed by the Customer, will be borne by the Customer.
ARTICLE 13. | LIABILITY AND INDEMNIFICATION
- Premiumropes is not obliged to ascertain whether the Products meet the (safety) requirements that are set for the use and application of the Products in the country of delivery and use, and does not accept any liability in this regard. The Customer is responsible for assessing whether the Products comply with the applicable laws and regulations for their application.
- Premiumropes is never liable for indirect damage/consequential damage, including damage as a result of defects in the Products, loss suffered, lost profit, and damage as a result of business interruption. Without prejudice to the other provisions of these general terms and conditions and in particular the provisions of paragraph 4, Premiumropes can only be held liable towards the Customer for direct damage suffered by the Customer as a result of an attributable shortcoming by Premiumropes in the fulfilment of its obligations arising from the Agreement. Attributable shortcoming is defined as a shortcoming that a good and diligent colleague can and should avoid while taking into account normal attentiveness and the necessary expertise and resources for the implementation of the services. Direct damage is exclusively understood to mean damage to the relevant Product itself, excluding any resulting damage.
- Should Premiumropes be liable for any damage, Premiumropes will have, at all times, the right to repair this damage. The Customer must give Premiumropes the opportunity to do so, failing which any liability of Premiumropes in this respect will lapse.
- The liability of Premiumropes is limited to a maximum of repair or replacement of the Products to which the liability of Premiumropes relates. If repair or replacement is not possible, the liability of Premiumropes is limited to a maximum of the invoice value of the Agreement, at least that part of the Agreement to which the liability of Premiumropes relates.
- Without prejudice to the expiry periods as referred to in Articles 8 and 9, the limitation period for all legal claims and defenses against Premiumropes is one year. Contrary to the previous sentence, legal claims and defenses which are based on facts that would justify the assertion that a consumer purchase does not comply with the Agreement will lapse for the Consumer after two years.
- The Customer indemnifies Premiumropes against any claims from third parties who suffer damage in connection with the implementation of the Agreement and the cause of which cannot be attributed to Premiumropes. If Premiumropes should be subject to claims made by third parties, the Other Party is obliged to assist Premiumropes both inside and outside of court and to immediately do all that can reasonably be expected in such a case. Should the Customer fail to take adequate measures, Premiumropes shall be entitled, without notice, to do so themselves. All costs and damages on the part of Premiumropes and third parties caused as a result are fully at the expense and risk of the Customer.
- In the case of a consumer purchase, the restrictions in this article do not go beyond what is permitted pursuant to Section 7:24, paragraph 2 of the Dutch Civil Code.
ARTICLE 14. | RETENTION OF TITLE
- All Products delivered by Premiumropes remain its property until the Customer has properly fulfilled all payment obligations under the relevant Agreement.
- The Customer is prohibited from selling, pledging, or encumbering in any other way the Products that are subject to retention of title.
- If third parties seize the products on which the retention of title of Premiumrope rests, or want to establish or assert rights thereon, the Customer is obliged to notify Premiumropes as soon as possible.
- The Customer unconditionally authorises Premiumropes or third parties appointed by Premiumropes to enter all those places where the products on which the retention of title rests are located. If the Customer is in default, Premiumropes is entitled to reclaim the Products referred to here. All related reasonable costs are at the expense of the Customer.
- If the Customer, after the Products have been delivered to it by Premiumropes, has fulfilled its obligations, the retention of title with regard to these Products will be revived if the Customer does not fulfil its obligations under an Agreement concluded at a later date.
- If Premiumropes cannot invoke the retention of title because the Products have been mixed, deformed, or checked, the Customer is obliged to pledge the newly formed items to Premiumropes.
ARTICLE 15. | GENERAL COMPLAINT POLICY
- Complaints with regard to the performance of the Agreement must, without prejudice to the provisions of Article 8, be submitted to Premiumropes by email within a reasonable time after the Customer has fully and clearly described the grounds that gave rise to the complaint.
- Complaints submitted to Premiumropes will be answered within seven days of receipt thereof. If a complaint requires a longer processing time, a response will be provided within seven days with a confirmation of receipt and an indication of when the Customer can expect a more detailed answer.
- If the complaint cannot be resolved by mutual agreement in the context of a Distance Agreement, the Consumer can submit the dispute to the disputes committee through the ODR platform (ec.europa.eu/consumers/odr/).
ARTICLE 16. | FINAL PROVISIONS
- Every agreement and all resulting legal relationships between the parties shall be governed by Dutch law only.
- The Parties shall not appeal to a judge until they have made the best effort to resolve the dispute by mutual agreement.
- Insofar as the law does not necessarily deviate from this under the given circumstances of the case, only the competent court in Amsterdam will be designated to take cognisance of any legal disputes between the Parties.
- The Dutch text of these general conditions is decisive for the interpretation of the terms contained therein.