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General terms and conditions

GENERAL TERMS AND CONDITIONS ONLINE SALES (B2B)


Article 1: Definitions

Yellow Rebel, established in Moordrecht, Chamber of Commerce number 24422817, is in these terms and conditions referred to as seller.

The other party in these conditions is referred to as buyer.

The parties are the vendor and the buyer together.

The agreement is understood to mean the purchase agreement between the parties.


Article 2: Applicability of General Terms and Conditions

These terms and conditions shall apply to all quotations, offers, agreements and deliveries of services or goods by or on behalf of the Seller.

Deviation from these terms and conditions is only possible if this has been explicitly agreed in writing by the parties.


Article 3: Payment

The full purchase price is either paid immediately in the web shop or later by means of an invoice. An order will not be sent before the payment has been made.

If the buyer does not pay on time, he is in default. If the buyer remains in default, then the seller is entitled to suspend the obligations until the buyer has met his payment obligation.

If the Buyer remains in default, the Seller shall proceed to collect the debt. The costs related to this collection shall be borne by the Purchaser. These collection costs are calculated on the basis of the 'Besluit Vergoeding voor Buitengerechtelijke Incassokosten'.

In the event of liquidation, bankruptcy, seizure or suspension of payment of the Buyer, the Seller's claims on the Buyer are immediately due and payable.

If the Buyer refuses to cooperate with the Seller in the execution of the order, he will still be obliged to pay the agreed price to the Seller.


Article 4: Offers, quotations and price

Offers are without obligation, unless the offer states a period for acceptance. If the offer is not accepted within that period, the offer expires.

Delivery times in offers are indicative and, if exceeded, do not entitle the buyer to dissolution or damages, unless the parties have explicitly agreed otherwise in writing.

Offers and quotations do not automatically apply to repeat orders. The parties must agree to this explicitly and in writing.

The price mentioned in offers, quotations and invoices consists of the purchase price including the VAT due and any other government levies.


Article 5: Right of withdrawal

Given the nature of our products (custom-made and personalized), they cannot be returned. Cancelling the order is only possible within 24 hours, after that the costs made at that moment will be charged.


Article 6: Modification of the agreement

If, during the execution of the agreement, it appears that for a proper execution of the order it is necessary to change or supplement the work to be done, the parties will adapt the agreement accordingly in good time and in mutual consultation.

If the parties agree that the agreement will be amended or supplemented, this may influence the time at which the execution is completed. The Seller shall inform the Buyer of this as soon as possible.

If the change or supplement to the Agreement has financial and/or qualitative consequences, Seller shall inform Buyer thereof in writing in advance.

If the parties have agreed a fixed price, the Seller shall also indicate the extent to which the amendment or supplement to the Agreement will result in an increase in that price.

Contrary to the provisions of paragraph 3 of this article, the Seller cannot charge additional costs if the change or supplement is the result of circumstances that can be attributed to the Seller.


Article 7: Completion and transfer of risk

As soon as the Purchaser has taken delivery of the purchased item, the risk passes from the Vendor to the Purchaser.


Article 8: Inspection, complaints

The Purchaser shall be obliged to examine the goods delivered at the time of delivery or transfer, but in any case within as short a period as possible. In doing so, the purchaser must examine whether the quality and quantity of the goods delivered correspond to what the parties have agreed, or at least whether the quality and quantity meet the requirements applicable to them in normal (commercial) dealings.

Complaints regarding damage, shortages or loss of goods delivered must be submitted to the seller in writing within 72 hours of the date of delivery of the goods by the buyer.

If the complaint is declared well-founded within the prescribed period, the Seller is entitled either to repair or redeliver, or to cancel delivery and send the Buyer a credit note for that part of the purchase price.

Minor and/or industry standard deviations and differences in quality, quantity, size or finish cannot be held against the Seller.

Complaints with regard to a certain product do not affect other products or parts belonging to the same agreement.

After the processing of the goods at buyer's no complaints will be accepted.


Article 9: Delivery

Delivery takes place from 'factory/shop/warehouse'. The shipping costs are for the buyer.

The Purchaser is obliged to accept the goods at the moment that the Vendor delivers them or has them delivered to him, or at the moment at which these goods are made available to him in accordance with the Agreement.

If the Purchaser refuses to take delivery or fails to provide information or instructions necessary for delivery, the Seller shall be entitled to store the goods at the Purchaser's expense and risk.

If the goods are delivered, Seller shall be entitled to charge any delivery costs.

If selling party needs information of purchaser for the execution of the agreement, the delivery time will start after purchaser has made this information available to selling party.

A delivery period given by vendor is indicative. It is never a deadline. If the term is exceeded the buyer must give the seller written notice of default.

Seller is entitled to deliver the goods in parts, unless parties have agreed otherwise in writing or partial delivery has no independent value. The Vendor is entitled to invoice these parts separately in the case of delivery in parts.


Article 10: Force majeure

If the Vendor cannot fulfil his obligations under the contract or cannot do so in time or properly due to force majeure, he shall not be liable for any damage suffered by the Purchaser.

The parties shall in any case understand force majeure to mean any circumstance which the Vendor could not take into account at the time of concluding the contract and as a result of which the Purchaser cannot reasonably be expected to carry out the normal performance of the contract, such as illness, war or threat of war, civil war and riots, acts of war, sabotage, terrorism, energy failure, flooding, earthquake, fire, sit-down strikes, workers' exclusion, amended government measures, transport difficulties and other disruptions to the Vendor's business.

The parties also understand force majeure to mean the circumstance that suppliers on whom the seller depends for the execution of the agreement do not fulfil their contractual obligations towards the seller, unless this is attributable to the seller.

If a situation as referred to above arises as a result of which vendor is unable to meet its obligations vis-à-vis purchaser, these obligations shall be suspended for as long as vendor is unable to meet its obligations. If the situation referred to in the previous sentence has lasted 30 calendar days, the parties shall be entitled to dissolve the contract in whole or in part in writing.

If the force majeure lasts longer than three months, the Buyer is entitled to dissolve the agreement with immediate effect. Dissolution can only be done by registered letter.


Article 11: Transfer of rights

Rights of one party under this agreement may not be transferred without the prior written consent of the other party. This provision is a clause with effect under property law as referred to in Article 3:83(2) of the Dutch Civil Code.


Article 12: Retention of title and right of retention

The goods present at the Vendor's premises and the goods and parts supplied shall remain the Vendor's property until the Purchaser has paid the agreed price in full. Until that time the Seller may invoke its retention of title and take back the goods.

If the agreed amounts to be paid in advance are not paid or not paid on time, the Seller is entitled to suspend the work until the agreed part is paid. This shall be regarded as default on the part of the creditor. In that case a late delivery cannot be held against the Seller.

The Seller shall not be entitled to pledge or otherwise encumber goods subject to its retention of title.

The seller undertakes to insure the goods delivered to the buyer under retention of title and to keep them insured against fire, explosion and water damage as well as against theft and to make the policy available for inspection on demand.

If goods have not yet been delivered, but the agreed advance payment or price has not been paid as agreed, the Seller has the right of retention. The goods will not be delivered until the buyer has paid in full and in accordance with the agreement.

In case of liquidation, insolvency or suspension of payment of purchaser the obligations of purchaser are immediately due and payable.


Article 13: Liability

Any liability for damage arising from or related to the execution of an agreement shall always be limited to the amount paid out in the case in question by the liability insurance policy or policies taken out. This amount shall be increased by the amount of the excess under the policy concerned.

The Seller's liability for damage resulting from intent or deliberate recklessness on the part of the Seller or its managing subordinates is not excluded.


Article 14: Duty to complain

The Purchaser is obliged to report complaints about the work carried out to the Vendor immediately. The complaint shall contain as detailed a description as possible of the shortcoming, so that the Seller will be in a position to respond adequately.

If a complaint is well-founded, the Seller is obliged to repair and possibly replace the goods.


Article 15: Guarantees

If the contract contains any guarantees, the following applies. The Seller warrants that the goods sold are in conformity with the contract, that they will function without defects and that they are suitable for the use that the Purchaser intends to make of them. This warranty is valid for a period of two calendar years after receipt of the sold items by the buyer.

The aforementioned warranty is intended to create a risk allocation between the Seller and the Buyer such that the consequences of a breach of warranty are always fully at the Seller's expense and risk and that the Seller can never invoke Section 6:75 of the Dutch Civil Code in respect of a breach of warranty. The provisions of the previous sentence also apply if the Buyer was aware or could have been aware of the breach by conducting an investigation.

The said guarantee does not apply if the defect has arisen as a result of injudicious or improper use or if - without permission - the Buyer or third parties have made changes or tried to make changes or have used the purchased goods for purposes for which they are not intended.

If the guarantee provided by the Vendor relates to a good produced by a third party, the guarantee is limited to that provided by the manufacturer.


Article 16: Applicable law

This agreement between the Seller and the Purchaser is exclusively governed by Dutch law. The Dutch court is competent.

The applicability of the Vienna Sales Convention is excluded.

If one or more provisions of these General Terms and Conditions are held to be unreasonably onerous in legal proceedings, the other provisions will remain in full force.


Article 17: Choice of forum

All disputes arising from this agreement will be submitted exclusively to the competent court of the District Court of Amsterdam.

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