General terms & conditions
GENERAL SALES, DELIVERY AND PAYMENT CONDITIONS OF ULTRAMAR PRODUCTS B.V.
Article 1 - Definitions
In these conditions, the terms below shall mean the following:
- Consumer: the natural person, who doesn’t act in the exercise of a profession or on behalf of a company and who enters in a distance selling agreement with the entrepreneur;
- Entrepreneur: Ultramar Products B.V.
- Distance selling agreement: an agreement, where, in the context of a system for the distance selling of products and/or services, organised by the entrepreneur, exclusive use is made of one or more technologies for communication at a distance;
- Technology for communication at a distance: means that can be used for entering into an agreement, without the consumer and entrepreneur having simultaneously met in the same room;
- Reflection period: the period during which the consumer may use his right of withdrawal;
- Right of withdrawal: possibility for the consumer to withdraw from the distance selling agreement within the reflection period;
- Day: calendar day;
- Continuous transaction: a distance selling agreement relating to a series of products and/or services, whose delivery and/or purchase obligation is spread over time;
- Durable data carrier: each medium that enables the consumer or entrepreneur to save information, which is addressed to him personally, in a way that allows for future consultation and unmodified reproduction of the information saved.
Article 2 – Identity of the entrepreneur
The enterprise is operated by Ultramar Products B.V., Kanaalstraat 20A, 4905 BJ Oosterhout. Available on working days from 9 am to 5 pm at phone number 0031- 162456948, fax number 0031-162456949, e-mail address [email protected] The Chamber of Commerce number is 56248385, the VAT identification number is NL 852039797B01.
Article 3 – Applicability
- These general conditions shall apply to each offer of the entrepreneur and to each distance selling agreement, established between the entrepreneur and the consumer.
- Prior to the conclusion of the distance selling agreement, the text of these general conditions will be made available to the consumer. If this is not reasonably possible, prior to the conclusion of the distance selling agreement, it will be indicated that the general conditions are available for perusal at the premises of the entrepreneur and that they, upon request of the consumer, will be sent in the shortest time possible and free of charge.
- If the distance selling agreement is being concluded electronically, by derogation from the previous article and prior to the conclusion of the distance selling agreement, the text of these general conditions may be made available to the consumer in an electronic way so as to enable the consumer to store it in an easy way on a durable data carrier. If this is not reasonably possible, prior to the conclusion of the distance selling agreement, it will be indicated where the general conditions are available for electronic perusal and that they will be sent, electronically or otherwise, to the consumer free of charge.
- In case specific product or service conditions apply, in addition to these general conditions, the second and third paragraph shall apply accordingly, and in case of contradictory general conditions, the consumer will always be entitled to invoke the most favourable condition applicable.
Article 4 - Offer
Unless otherwise agreed upon, an offer shall remain valid for up to four weeks, as from the date of the offer. All offers, which don’t explicitly state the contrary, shall be construed as noncommittal offers that can be revoked, even after acceptance by Ultramar Products B.V. If this revocation doesn’t take place within 6 working days after the acceptance, the agreement shall be deemed to have been established.
Article 5 – The agreement
- Subject to the provisions of paragraph 4, the agreement shall be deemed to be established at the moment of acceptance of the offer by the consumer and when the conditions of the offer are fulfilled.
- If the consumer accepted the offer electronically, the entrepreneur shall immediately send an electronic confirmation of the receipt of the acceptance of the offer. The consumer will be entitled to dissolve the agreement as long as the receipt of this acceptance hasn’t been confirmed.
- If the agreement has been established electronically, the entrepreneur shall take appropriate technical and organisational measures in order to secure the electronic transfer of data and ensure a safe web environment. If the consumer is able to pay electronically, the entrepreneur shall observe the appropriate safety measures.
- The entrepreneur may – within the legal framework – obtain information on the fact whether or not the consumer is able to fulfil his payment obligation and on all those facts and factors, which are important for responsibly entering into the distance selling agreement. If, on the basis of this examination, the entrepreneur has good reasons to not enter into this agreement, he shall be entitled to reject an order or application, while specifying the reasons, or to subject the execution to special conditions.
- When delivering the product or service to the customer, the entrepreneur shall enclose the following information in writing, or in such a manner that it can be stored on a durable date carrier by the consumer:
a. the visitor address of the registered office of the entrepreneur where the consumer can submit complaints;
b. the conditions under which and the way in which the consumer can use the right of withdrawal, or a clear notification of the exclusion of the right of withdrawal;
c. the information on the existing service after purchase and warranties;
Article 6 – Right of withdrawal
In case of delivery of products:
- In case of purchase of products, the consumer shall be entitled to cancel the agreement within fourteen days without justification. This reflection period will start on the day after the receipt of the product by the consumer or by a representative of the client, previously designated and disclosed to Ultramar Products B.V by the consumer.
- During the reflection period, the consumer shall handle the product and packaging carefully. He shall only unpack the product to such an extent as necessary to assess whether or not he wishes to keep the product. If he uses his right of withdrawal, he shall return the product with all the accessories delivered and – if reasonably possible - in the original condition and packaging, in conformity with the reasonable and clear instructions, provided by the entrepreneur.
In case of delivery of services:
- In case of delivery of services, the consumer shall be entitled to cancel the agreement within fourteen days without justification, as from the date of entry into the agreement. The consumer shall be held to pay the costs, resulting from the work already implemented.
- In order to use his right of withdrawal, the consumer shall observe the reasonable and clear instructions, provided by the entrepreneur at the moment of the offer and/or ultimately the delivery.
Article 7 - Costs in case of withdrawal
- If the consumer uses his right of withdrawal, the consumer will bear no more than the costs of the return.
- If the consumer has paid an amount, Ultramar Products B.V. shall refund this amount as soon as possible, but ultimately within fourteen days after the return or withdrawal.
Article 8 - Exclusion right of withdrawal
- The entrepreneur may exclude the right of withdrawal of the consumer insofar as this is provided in paragraphs 2 and 3. The exclusion of the right of withdrawal shall only apply if the entrepreneur has clearly specified this in the offer in a timely manner, prior to the conclusion of the agreement.
- Exclusion of the right of withdrawal is only possible for products:
- that have been created by Ultramar Products B.V. in accordance with the specifications of the consumer;
- that are clearly personal in nature;
- that cannot be returned, due to their nature;
- whose price is linked to fluctuations in the financial market, on which the entrepreneur has no influence.
Article 9 - Conformity and warranty
- The entrepreneur shall ensure that the products and/or services comply with the agreement, the specifications in the offer, the reasonable requirements of reliability and/or usability and the statutory provisions and/or government regulations, applicable at the moment of entry into the agreement.
- If so agreed upon, the entrepreneur shall also ensure that the product is suitable for other than normal use.
- A warranty, granted by the entrepreneur, manufacturer or importer shall not prejudice the legal rights and claims, which the consumer may assert against the entrepreneur.
Article 10 - Excluded from warranty
- Ultramar Products B.V. cannot grant warranties in respect of the cleaning of the goods delivered and/or the extent to which they are waterproof, since this also depends on the application by the counterparty (or his customer) or the instructions of use and other factors, which fall outside the sphere of influence of Ultramar Products B.V..
- Furthermore, Ultramar Products B.V. shall not be liable for any damage in case of:
a. damage caused by properties/components of the item that are harmful for the cleaning, which haven’t been acknowledged, and reasonably shouldn’t have been acknowledged, by Ultramar Products B.V., such as, for instance, insufficient strength of the canvas, the seams and in-mould labels, prior inappropriate treatment and other hidden defects.
b. damage resulting from incorrect, incomplete or unreadable labelling, incorrect material description or from labelling or material description at a non-visible place.
c. damage that is predisposed to occur in the items, to be treated.
d. sails, boat tops etc., which are provided with leather.
e. fungi, algae, or other fouling, which return after cleaning.
f. waterproof properties of old and/or heavily fouled canvas types.
g. waterproof properties of (cotton) tents and boat tops.
h. coming undone of (old) stitching
i. coming undone of sail marks, logos, tell-tales, in-mould labels.
j. discolouration of canvas that is affected by sunlight.
k. discolouration of non-colour fast canvas types.
l. stains in plastic canvas (Pink staining)
m. brown/weatherworn stains in window foil
Article 11 – Other warranty and complaints
- The services and items, to be delivered by Ultramar Products B.V., meet the usual requirements and standards, which may reasonably be expected at the moment of delivery and for normal use for the intended purpose within the Netherlands.
- The warranty, referred to in this article, shall apply to items that are destined to be used within the Netherlands. In case of use outside the Netherlands, the counterparty itself shall verify whether the use is suited to the use abroad and meet the conditions, set for such use. In that case, Ultramar Products B.V. may grant other warranties and set other conditions in respect of the items to be delivered.
- If the delivery concerns an item, which has been produced by third parties, the warranty shall be limited to the warranty of the producer.
- Each form of warranty shall be voided if a defect arose as a consequence of, or resulting from, judicious or inappropriate use, incorrect storage or maintenance by the counterparty and/or by third parties if the counterparty or third parties have, without the written approval of Ultramar Products B.V., modified or attempted to modify the item(s), attached other items, which shouldn’t have been attached, or incorporated or processed the item(s) in another than the prescribed manner.
- The counterparty has the obligation to examine the goods delivered, immediately at the moment the goods are made available to him. The counterparty shall examine whether the quality and/or quantity of the goods delivered corresponds with what the parties have agreed upon.
- Any visible defects shall be notified in writing to Ultramar Products B.V. within eight (8) days, or within a reasonable period after the delivery. Any non-visible defects shall be notified in writing to Ultramar Products B.V. immediately, but in any case no later than eight (8) days, or within a reasonable period after their discovery. The notification shall contain a description, which is as detailed as possible, of the defect so as to enable Ultramar Products B.V. to react in an adequate way.
- The counterparty shall provide Ultramar Products B.V. with the opportunity to examine a complaint.
- In case of a dispute between the counterparty and Ultramar Products B.V., the complaint may be examined by an independent laboratory. In case of a non-consumer sale, the shipping and examination costs shall be borne by the counterparty.
- If, in such case, the examination shows that Ultramar Products B.V. has treated the case in an incorrect way, Ultramar Products B.V. shall reimburse the shipping and examination costs to the counterparty.
- If it has been ascertained that an item is defective and if a complaint in respect of this defect has been submitted in a timely manner, Ultramar Products B.V. will, within a reasonable period after the receipt of the return or, if a return proves to be impossible, after the written notification of the defect by the counterparty, at the discretion of Ultramar Products B.V., replace the item, ensure its repair or pay a compensation to the counterparty. In case of replacement, the counterparty shall be held to return to replaced goods and to transfer the title of the goods to Ultramar Products B.V., unless Ultramar Products B.V. indicates otherwise.
- In case of warranty work, Ultramar Products B.V. shall be entitled to recharge travel, accommodation, transport and testing costs to the corporate counterparty.
- Consumables are excluded from the warranty.
- If it has been ascertained that the complaint is unfounded, the costs incurred, including the examination costs, incurred by Ultramar Products B.V., shall integrally be borne by the counterparty.
- After expiry of the (statutory) warranty period, all the costs of repair or replacement, including administration, shipping and call out costs, shall be charged to the counterparty.
- The submission of a complaint shall never release the counterparty of its payment obligation towards Ultramar Products B.V.
- In case of a corporate counterparty, return of the goods delivered shall only take place after prior explicit approval of Ultramar Products B.V..
- The provisions of this article don’t prejudice the rights and the claims, which counterparty, acting in the capacity of consumer, may assert towards Ultramar in respect of a shortcoming in the fulfilment of the obligations of Ultramar Products B.V. on the basis of statutory provisions and/or the distance selling agreement.
Article 12 - Price
The price and any cost estimations are including VAT, but excluding additional costs, including: transport costs, insurances, costs of packaging, costs of quality control, import duties, government and other public-law levies and any other fees, unless otherwise agreed upon in writing.
Article 13 – Payment
- Insofar as not otherwise agreed upon, the amounts payable by the consumer shall be paid within fourteen days as from the start of the reflection period, as referred to in article 6 and further. In case of an agreement for the provision of a service, this period shall start after the consumer has received a confirmation of the agreement.
- In case of sale of products to consumers, it shall at all times be prohibited to stipulate an advance payment of more than 50%. If an advance payment has been stipulated, the consumer shall not be entitled to assert any right in respect of the execution of the respective order or service(s), before the stipulated advance payment has taken place.
- The consumer has the obligation to immediately report errors in the payment data provided or specified to the entrepreneur.
- In case of default of payment of the consumer, subject to statutory limitations, the entrepreneur shall be entitled to charge reasonable costs, which have previously been disclosed to the consumer. The provisions of these conditions in respect of this matter shall be construed as to be disclosed in such way.
- If the counterparty defaults on the timely and/or full payment of an invoice, the counterparty shall be in default by operation of law. The counterparty shall then be held to pay an interest of 1% per month or a part of a month in case of a consumer purchase, 1,25% in case of a non-consumer purchase per month or a part of a month, unless the statutory (commercial) interest is higher, in which case the statutory (commercial) interest will be payable.
- If the counterparty defaults in or fails to (timely) comply with his obligations, all the reasonable costs for extrajudicial recovery shall be borne by the counterparty. The extrajudicial costs will be calculated on the basis of what is customary in the Dutch collection practice, in particular the calculation method according to the Report Green Paper II for non-consumers and the regulation, applying in the Decree standardisation compensation of extrajudicial collection costs for consumers.
Article 14 – Applicable law and choice of court
- All agreements, concluded by or with Ultramar Products B.V. shall be governed by Dutch law.
- Al disputes, resulting from this agreement, shall be adjudicated by the court in the location of the registered office of Ultramar Products B.V., unless another court is mandatorily competent on the basis of statutory provisions