Terms of service
General Terms and Conditions Ultramar Products B.V.
Private company Ultramar Products B.V. (hereinafter: Ultramar Products) is registered with the Chamber of Commerce under number 56248385 and is located at Lage Ham 190 (5102 AE) in Dongen.
- In these general terms and conditions, the following terms are used with the following meaning, unless expressly stated otherwise:
- Offer: Any written offer to the Buyer for the delivery of Products by the Seller to which these terms and conditions are inextricably linked.
- Company: The natural or legal person who acts in the exercise of a profession or business.
- Consumer: The natural person who is not acting in the course of a profession or business.
- Buyer: The Company or the Consumer who enters into a (distance) Agreement with the Seller.
- Agreement: The (distance) purchase agreement that extends to the sale and delivery of Products purchased by the Buyer from Ultramar Products.
- Products: The Products offered by Ultramar Products are maintenance products, tarpaulin and tent cloths, and related products.
- Seller: The supplier of Products to Buyer, hereinafter: Ultramar Products.
- These terms and conditions apply to any Offering of Ultramar Products and any Agreement between Ultramar Products and a Buyer and to any Product offered by Ultramar Products.
- Before a (distance) Agreement is concluded, the Buyer will be provided with these general terms and conditions. If this is not reasonably possible, Ultramar Products will indicate to the Buyer how the Buyer can view the general terms and conditions, which in any case have been published on the website of Ultramar Products, so that the Buyer can easily store these general terms and conditions on a durable data carrier.
- In exceptional situations, it is possible to deviate from these general terms and conditions if this has been explicitly agreed in writing with Ultramar Products.
- These general terms and conditions also apply to additional, amended and follow-up agreements with the Buyer. Any general and/or purchase conditions of the Buyer are expressly rejected.
- If one or more provisions of these general terms and conditions are partially or wholly invalid or are invalid, the other provisions of these general terms and conditions will remain in force and the invalid/nullified provision(s) will be replaced by a provision with the same purport as the original provision. .
- Uncertainties about the content, explanation or situations that are not regulated in these general terms and conditions must be assessed and explained in the spirit of these general terms and conditions.
- If reference is made to she/her in these general terms and conditions, this should also be construed as a reference to he/him/her, if and to the extent applicable.
- All offers made by Ultramar Products are without obligation, unless expressly stated otherwise in writing. If the Offer is limited or valid under specific conditions, this will be explicitly stated in the offer. An Offer only exists if it has been laid down in writing.
- The Offer made by Ultramar Products is without obligation. Ultramar Products is only bound by the Offer if the Buyer's acceptance thereof is confirmed in writing within 30 days, or if the Buyer has already paid the amount due. Nevertheless, Ultramar Products has the right to refuse an Agreement with a potential Buyer for any reason justified by Ultramar Products.
- The Offer contains an accurate description of the offered Product with associated prices. The description is detailed in such a way that the Buyer is able to make a proper assessment of the Offer. Obvious mistakes or errors in the Offer cannot be binding on Ultramar Products. Any images and specific data in the Offer are only an indication and cannot be a ground for any compensation or dissolution of the Agreement (remotely). Ultramar Products cannot guarantee that the colors in the image will correspond exactly to the real colors of the Product.
- Delivery times and terms stated in the Ultramar Products Offer are indicative and if they are exceeded, they do not entitle the Buyer to termination or compensation, unless expressly agreed otherwise.
- A composite quotation does not oblige Ultramar Products to deliver part of the goods included in the offer or Offer at a part of the stated price.
- If and insofar as there is an offer, this does not automatically apply to repeat orders. Offers are only valid until stocks last, and on the run-out principle.
Article 4 - Conclusion of the Agreement
- The Agreement is concluded at the moment that Buyer has accepted an Offer from Ultramar Products by paying for the relevant Product.
- An Offer may be made by Ultramar Products through the website.
- If the Buyer has accepted the Offer by entering into an Agreement with Ultramar Products, Ultramar Products will confirm the Agreement with the Buyer in writing, at least by e-mail.
- If the acceptance (on minor points) deviates from the Offer, Ultramar Products is not bound by it.
- Ultramar Products is not bound by an Offer if the Buyer could reasonably have expected or should have understood or should have understood that the Offer contains an obvious mistake or clerical error. The Buyer cannot derive any rights from this mistake or error.
- The right of withdrawal is excluded for the Buyer being a Company. Buyer, being a Consumer, has the right to exercise its right of withdrawal within the legal term. If withdrawal applies, the Buyer will handle the Product and the packaging with care. It will only unpack or use the Product to the extent necessary to determine the nature, characteristics and functioning of the Product. The direct costs for returning the Product are for the account of the Buyer.
- Products that cannot be taken back due to (hygienic reasons, customization, etc.) are excluded from the right of withdrawal. This is expressly stated in the Offer.
Article 5 - Performance of the Agreement
- Ultramar Products will perform the Agreement to the best of its knowledge and ability.
- If and insofar as required for proper performance of the Agreement, Ultramar Products has the right to have certain work performed by third parties at its own discretion.
- The Buyer shall ensure that all information, which Ultramar Products indicates is necessary or which the Buyer should reasonably understand to be necessary for the performance of the Agreement, is provided to Ultramar Products in a timely manner. If the information required for the execution of the Agreement has not been provided to Ultramar Products in time, Ultramar Products has the right to suspend the execution of the Agreement.
- In the performance of the Agreement, Ultramar Products is not obliged or obliged to follow the Buyer's instructions if this changes the content or scope of the Agreement. If the instructions result in additional work for Ultramar Products, the Buyer is obliged to reimburse the additional or additional costs accordingly.
- Ultramar Products may require security from the Buyer or full advance payment before proceeding with the performance of the Agreement.
- Ultramar Products is not liable for damage, of whatever nature, that has arisen because Ultramar Products relied on incorrect and/or incomplete information provided by the Buyer, unless Ultramar Products was aware of this incorrectness or incompleteness.
- The Buyer indemnifies Ultramar Products against any claims from third parties who suffer damage in connection with the execution of the Agreement and which are attributable to the Buyer.
- If the commencement, progress or delivery of the Agreement is delayed because, for example, the Buyer has not supplied all requested information or has not provided it on time, does not provide sufficient cooperation, the payment or deposit has not been received in time by Ultramar Products or due to other circumstances beyond the power of Ultramar Products is any delay, Ultramar Products is entitled to a reasonable extension of the delivery/completion period. All agreed delivery times are never strict deadlines. The buyer must give Ultramar Products notice of default in writing and allow it a reasonable period of time to still be able to deliver. The buyer is not entitled to any compensation due to the delay.
- The buyer is obliged to take delivery of the goods at the time they are made available to it in accordance with the Agreement, even if they are offered to it earlier or later than agreed.
- If the Buyer refuses to accept or is negligent in providing information or instructions necessary for the delivery, Ultramar Products is entitled to store the goods at the expense and risk of the Buyer.
- If the Products are delivered by Ultramar Products or an external carrier, Ultramar Products is entitled to charge any delivery costs, unless otherwise agreed in writing. These will then be invoiced separately unless expressly agreed otherwise.
- If Ultramar Products requires information from the Buyer in the context of the performance of the Agreement, the delivery time will only commence after the Buyer has provided Ultramar Products with all information necessary for the performance.
- If Ultramar Products has specified a term for delivery, this is indicative. Longer delivery times apply for delivery outside the Netherlands.
- Ultramar Products is entitled to deliver the goods in parts, unless the Agreement deviates from this or the partial delivery does not have an independent value. Ultramar Products is entitled to invoice the thus delivered separately.
- Deliveries will only be made if all invoices have been paid, unless expressly agreed otherwise. Ultramar Products reserves the right to refuse delivery if there is a well-founded fear of non-payment.
Article 7 - Packaging and transport
- Ultramar Products undertakes towards the Buyer to properly package the goods to be delivered and to secure them in such a way that they reach their destination in good condition under normal use.
- Unless otherwise agreed in writing, all deliveries are made including turnover tax (VAT), including packaging and packaging material.
- Acceptance of items without comments or comments on the waybill or receipt serves as proof that the packaging was in good condition at the time of delivery.
Article 8 - Investigation, complaints
- The buyer is obliged to inspect the delivered goods or have them examined at the time of delivery, but in any event within 14 days of receipt of the delivered goods, but only to unpack or use them to the extent necessary to assess whether it will keep the Product. In doing so, the Buyer must investigate whether the quality and quantity of the delivered goods correspond to the Agreement and whether the Products meet the requirements that apply to them in normal (trade) traffic.
- The Buyer is obliged to investigate and inform himself how the Product should be used and, in the event of personal use, to test the Product in accordance with the instructions for use. Ultramar Products disclaims any liability for any misuse of the Product by Buyer.
- Any visible defects or shortcomings must be reported in writing to Ultramar Products after delivery at firstname.lastname@example.org. The buyer has a period of 14 days after delivery for this. Non-visible defects or shortcomings must be reported within 14 days of discovery, but no later than 6 months after delivery. In the event of damage to the Product due to careless handling by the Buyer itself, the Buyer is liable for any loss in value of the Product.
- If a complaint is made in time pursuant to the previous paragraph, the Buyer remains obliged to pay for the purchased goods. If the Buyer wishes to return defective goods, this will only take place with the prior written consent of Ultramar Products in the manner indicated by Ultramar Products.
- If the Buyer, being a Consumer, uses his right of withdrawal, he will return the Product and all accessories, insofar as this is reasonably possible, in its original condition and packaging to Ultramar Products, in accordance with the return instructions of Ultramar Products. The direct costs for return shipments are for the account and risk of the Buyer.
- Ultramar Products is entitled to initiate an investigation into the authenticity and condition of the returned Products before any refund will be made.
- Refunds to the Buyer will be processed as soon as possible, but the refund can take no later than 14 days after receipt of the Buyer's declaration of dissolution. Refunds will be made to the previously specified account number.
- If the Buyer exercises its right to complain, the Buyer, being a Company, has no right to suspend its payment obligation nor to settle outstanding invoices.
- In the absence of a complete delivery, and/or if one or more Products are missing, and this is attributable to Ultramar Products, Ultramar Products will, at the request of the Buyer, send the missing Product(s) or cancel the remaining order. The confirmation of receipt of the Products is leading in this regard. Any damage suffered by the Buyer as a result of the (deviating) scope of the delivery cannot be recovered from Ultramar Products.
- During the period of validity of the Offer, the prices of the Products offered will not be increased, unless there are changes in VAT rates.
- The prices stated in the Offer include VAT, unless expressly stated otherwise.
- The prices as stated in the Offer are based on the cost factors applicable at the time of the conclusion of the Agreement, such as: import and export duties, freight and unloading costs, insurance and any levies and taxes.
- In the case of Products or commodities for which there are price fluctuations in the financial market and over which Ultramar Products has no influence, Ultramar Products may offer these Products at variable prices. It is stated in the Offer that the prices are target prices and may fluctuate.
Article 10 - Payment and collection policy
- Payment should preferably be made in advance in the currency in which is invoiced via the indicated method.
- The buyer cannot derive any rights or expectations from a budget issued in advance, unless the parties have expressly agreed otherwise.
- The buyer must make a lump sum payment to the account number and details of Ultramar Products made known to it. The parties can only agree on a different payment term after explicit written permission from Ultramar Products.
- If a periodic payment obligation of the Buyer has been agreed, Ultramar Products is entitled to adjust the applicable prices and rates in writing with due observance of a term of 3 months.
- In the event of liquidation, bankruptcy, attachment or suspension of payment of the Buyer, Ultramar Products' claims against the Buyer are immediately due and payable.
- Ultramar Products has the right to have the payments made by the Buyer go first of all to reduce the costs, then to reduce the interest due and finally to reduce the principal sum and the accrued interest. Ultramar Products may, without being in default as a result, refuse an offer of payment if the Buyer designates a different order for the attribution. Ultramar Products may refuse full repayment of the principal if the outstanding and accrued interest as well as the costs are not also paid.
- If the Buyer does not meet its payment obligation and has not fulfilled its obligation within the specified payment term of 14 days, the Buyer is in default being a Company. The Buyer, being a Consumer, will first receive a written reminder with a term of 14 days after the date of the reminder to still meet the payment obligation, including a statement of the extrajudicial costs if the Consumer does not meet his obligations within that term, before they falls into default.
- From the date that the Buyer is in default, Ultramar Products will, without further notice of default, be entitled to the statutory (commercial) interest from the first day of default until full payment and compensation of the extrajudicial costs in accordance with Article 6:96 of the Dutch Civil Code, to be calculated according to the graduated scale from the decision on compensation for extrajudicial collection costs of 1 July 2012.
- If Ultramar Products has incurred more or higher costs that are reasonably necessary, these costs are eligible for reimbursement. The judicial and enforcement costs incurred are also for the account of the Buyer.
Article 11 - Retention of title
- All goods delivered by Ultramar Products remain the property of Ultramar Products until the Buyer has fulfilled all the following obligations under all Agreements concluded with Ultramar Products.
- The buyer is not authorized to pledge or in any other way encumber the goods subject to retention of title if the ownership has not yet been transferred in full.
- If third parties seize the goods delivered subject to retention of title or wish to establish or enforce rights thereon, the Buyer is obliged to inform Ultramar Products of this as soon as may reasonably be expected.
- In the event that Ultramar Products wishes to exercise its property rights referred to in this article, Buyer already hereby grants unconditional and irrevocable permission and authorization to Ultramar Products or third parties to be designated by it to enter all those places where the properties of Ultramar Products are located. and take those things back.
- Ultramar Products has the right to retain the Product(s) purchased by the Buyer if the Buyer has not yet (fully) fulfilled its payment obligations, despite an obligation to transfer or issue Ultramar Products. After the Buyer has fulfilled its obligations, Ultramar Products will make every effort to deliver the purchased Products to the Buyer as soon as possible, but at the latest within 20 working days.
- Costs and other (consequential) damage as a result of retaining the purchased Products are for the account and risk of the Buyer and will be reimbursed by the Buyer on first request to Ultramar Products.
Article 12 - Warranty
- Ultramar Products guarantees that the Products comply with the Agreement, the specifications stated in the offer, usability and/or reliability and the legal rules/regulations at the time of the conclusion of the Agreement. This also applies if the goods to be delivered are intended for use abroad and the Buyer has explicitly notified Ultramar Products of this use at the time of entering into the Agreement.
- If the Buyer is a Consumer, he is entitled to a replacement of the Product if it is suspected that the Product did not comply with the Agreement upon delivery, if the deviation from the agreement becomes apparent within a period of 6 months after delivery, unless the nature of the the Product or the nature of the deviation precludes this. The foregoing is without prejudice to the fact that Ultramar Products is not responsible for the suitability of the Products for any individual application by Buyer. Buyer must follow the regulations and instructions of Ultramar Products. The warranty provided is without prejudice to the fact that Ultramar Products is never responsible for the suitability of the Products for any individual application by Buyer. Buyer must follow the regulations and instructions of Ultramar Products.
- The warranty mentioned above only extends to what has been provided by the producer and applies for a period that corresponds to the manufacturer's warranty. Ultramar Products is never responsible for the suitability of the Products for any individual application by Buyer.
- If the goods to be delivered do not comply with these guarantees, Ultramar Products will replace the goods or arrange for repair at the option of Ultramar Products within a reasonable period of time after receipt thereof. In the event of replacement, the Buyer undertakes now to return the replaced item to Ultramar Products and to transfer ownership to Ultramar Products.
- The warranty referred to in this regard does not apply if the defect has arisen as a result of injudicious or improper use or if, without the written permission of Ultramar Products, the Buyer or third parties have made changes or attempted to make changes to the item or have used them for purposes for which the item is not intended or has been used under abnormal circumstances.
Article 13 - Suspension and dissolution
- Ultramar Products is authorized to suspend the fulfillment of the obligations or to dissolve the Agreement if the Buyer does not or not fully fulfill the (payment) obligations under the Agreement.
- In addition, Ultramar Products is authorized to dissolve the Agreement existing between it and the Buyer, insofar as it has not yet been performed, without judicial intervention if the Buyer does not timely or properly fulfill its obligations under any Agreement concluded with Ultramar Products. result.
- Furthermore, Ultramar Products is authorized to dissolve the Agreement (or have it dissolved) without prior notice of default if circumstances arise that are of such a nature that fulfillment of the Agreement is impossible or can no longer be required according to standards of reasonableness and fairness, or if other circumstances arise which are of such a nature that unaltered maintenance of the Agreement cannot reasonably be expected.
- If the Agreement is dissolved, Ultramar Products' claims against Buyer are immediately due and payable. When Ultramar Products suspends the fulfillment of its obligations, it retains its rights under the law and the Agreement.
- Ultramar Products always reserves the right to claim compensation.
Article 14 - Limitation of liability
- If the performance of the Agreement by Ultramar Products leads to liability on the part of Ultramar Products towards the Buyer or third parties, that liability is limited to the costs charged by Ultramar Products in connection with the Agreement, unless the damage was caused by intent or gross negligence. The liability of Ultramar Products is in any case limited to the maximum amount of damage that is paid out by the insurance company per event per year.
- Ultramar Products is not liable for consequential damage, indirect damage, loss of profit and/or loss suffered, lost savings and damage as a result of the use of the delivered Products is excluded. A restriction applies to Consumers in accordance with what is permitted under Article 7:24 paragraph 2 of the Dutch Civil Code.
- Ultramar Products is not liable for and/or obliged to repair damage caused by the use of the Product. Ultramar Products provides strict maintenance and operating instructions to be followed by Buyer. All damage to Products as a result of wearing and using is expressly excluded from liability (this includes traces of use, use damage, fall damage, light and water damage, theft, loss, etc.).
- Ultramar Products is not liable for damage that is or may be the result of any act or omission as a result of (incomplete and/or incorrect) information on the website(s) or linked websites.
- Ultramar Products is not responsible for errors and/or irregularities in the functionality of the website and is not liable for malfunctions or the unavailability of the website for any reason.
- Ultramar Products does not guarantee the correct and complete transmission of the content of and e-mail sent by/on behalf of Ultramar Products, nor for the timely receipt thereof.
- All claims by the Buyer due to shortcomings on the part of Ultramar Products will lapse if they have not been reported to Ultramar Products in writing and with reasons within one year after the Buyer was aware or could reasonably have been aware of the facts on which it bases its claims. All claims of the Buyer shall in any case expire one year after the termination of the Agreement.
Article 15 - Force majeure
- Ultramar Products is not liable if it is unable to fulfill its obligations under the Agreement as a result of a force majeure situation, nor can it be obliged to fulfill any obligation if it is prevented from doing so as a result of a circumstance that is not due to its fault and is not for its account by virtue of the law, legal act or generally accepted standards.
- Force majeure is in any case understood to mean, but is not limited to what is understood in this regard in law and jurisprudence, (i) force majeure of suppliers of Ultramar Products, (ii) failure to properly fulfill obligations of suppliers that Buyer has given to Ultramar. Products are prescribed or recommended, (iii) defective goods, equipment, software or materials of third parties, (iv) government measures, (v) electricity failure, (vi) failure of the internet, data network and telecommunication facilities (for example due to: cyber crime and hacking) , (vii) natural disasters, (viii) war and terrorist attacks, (ix) general transportation problems, (x) industrial strikes in Ultramar Products' business and (xi) other situations that, in Ultramar Products' judgment, are beyond its control that from its obligations temporarily or permanently.
- Ultramar Products has the right to invoke force majeure if the circumstance that prevents (further) fulfillment occurs after Ultramar Products should have fulfilled its obligation.
- The parties can suspend the obligations under the Agreement during the period that the force majeure continues. If this period lasts longer than two months, each of the parties is entitled to dissolve the Agreement, without any obligation to pay compensation to the other party.
- Insofar as Ultramar Products has partially fulfilled or will be able to fulfill its obligations under the Agreement at the time of the occurrence of force majeure, and the part fulfilled or to be performed has independent value, Ultramar Products is entitled to fulfill or fulfill the obligations already fulfilled. will be invoiced separately. The buyer is obliged to pay this invoice as if it were a separate Agreement.
The risk of loss or damage to the Products that are the subject of the Agreement transfers to the Buyer, being a company, at the time the goods leave Ultramar Products' warehouse. For Consumers, the risk mentioned above will pass to the Buyer if the Products have been provided under the Buyer's control. This is the case if the Products have been delivered to the delivery address of the Buyer.
Article 17 - Intellectual Property Rights
- All intellectual property rights and copyrights of Ultramar Products rest solely with Ultramar Products and are not transferred to Buyer.
- The Buyer is prohibited from disclosing and/or multiplying, modifying or making available to third parties all documents covered by the intellectual property rights and copyrights of Ultramar Products without the express prior written consent of Ultramar Products. If the Buyer wishes to make changes to goods delivered by Ultramar Products, Ultramar Products must explicitly agree to the intended changes.
- The Buyer is prohibited from using the Products to which the intellectual property rights of Ultramar Products rest other than as agreed in the Agreement.
Article 18 - Privacy, data processing and security
- Ultramar Products handles the (personal) data of the Buyer and visitors to the website(s) with care. If requested, Ultramar Products will inform the data subject.
- If Ultramar Products is required to provide information security under the Agreement, this security will comply with the agreed specifications and a security level that is not unreasonable in view of the state of the art, the sensitivity of the data and the associated costs. is.
- If the Buyer is not satisfied with the Products of Ultramar Products and/or has complaints about the (performance of the) Agreement, the Buyer is obliged to report these complaints as soon as possible, but at the latest within 14 calendar days after the relevant reason that led to the complaint. report. Complaints can be reported to email@example.com with the subject "Complaint".
- The complaint must be sufficiently substantiated and/or explained by the Buyer for Ultramar Products to be able to handle the complaint.
- Ultramar Products will respond substantively to the complaint as soon as possible, but no later than 14 calendar days after receipt of the complaint.
- The parties will try to find a solution together.
Article 22 - Applicable law
- Dutch law applies to any Agreement between Ultramar Products and Buyer. The applicability of the (CISG) Vienna Sales Convention is expressly excluded.
- In the event of an explanation of the content and purport of these general terms and conditions, the Dutch text thereof is always decisive. Ultramar Products has the right to unilaterally change these terms and conditions.
- All disputes arising from or as a result of the Agreement between Ultramar Products and the Buyer will be settled at the competent Court of Zeeland-West-Brabant, Breda location, unless mandatory provisions lead to the jurisdiction of another court.
Dongen, 29 May 2021