Article 1 – Definitions

1. ILO Collection is referred to in these general terms and conditions as the seller.
2. The counterparty of the seller is referred to in these general terms and conditions as the buyer.
3. The seller and the buyer together are referred to as the parties.
4. The agreement refers to the purchase agreement between the parties.

 

Article 2 – Applicability of the general terms and conditions

1. These terms and conditions apply to all quotations, offers, agreements, and deliveries of services or goods by or on behalf of the seller.
2. Deviations from these terms and conditions are only valid if expressly agreed upon in writing by the parties.

 

Article 3 – Payment

1. The full purchase price must always be paid immediately in the webshop. In some cases, a deposit may be required for reservations. In such cases, the buyer will receive proof of the reservation and the advance payment.
2. If the buyer does not pay on time, the buyer is in default. As long as the buyer remains in default, the seller is entitled to suspend its obligations until the buyer has fulfilled its payment obligations.
3. If the buyer remains in default, the seller will proceed with collection. The costs related to such collection shall be borne by the buyer. These collection costs are calculated in accordance with the Decree on Compensation for Extrajudicial Collection Costs.
4. In the event of liquidation, bankruptcy, attachment, or suspension of payments of the buyer, the seller’s claims against the buyer become immediately due and payable.
5. If the buyer refuses to cooperate with the execution of the agreement by the seller, the buyer remains obliged to pay the agreed price to the seller.

 

Article 4 – Offers, quotations, and price

1. Offers are non-binding unless a term for acceptance is stated in the offer. If the offer is not accepted within the stated term, the offer shall lapse.
2. Delivery times stated in quotations are indicative and do not entitle the buyer to dissolution of the agreement or compensation in the event of exceeding such times, unless otherwise expressly agreed in writing.
3. Offers and quotations do not automatically apply to repeat orders. This must be expressly agreed upon in writing by the parties.
4. The price stated in offers, quotations, and invoices consists of the purchase price including VAT and any other applicable government levies.

 

Article 5 – Right of withdrawal

1. The consumer has the right to dissolve the agreement within 14 days after receipt of the order without stating reasons (right of withdrawal). The withdrawal period starts on the day the consumer receives the complete order.
2. No right of withdrawal exists if the products are made to the consumer’s specifications or have a limited shelf life.
3. The consumer may use a withdrawal form provided by the seller. The seller is obliged to provide this form to the buyer immediately upon request.
4. During the withdrawal period, the consumer shall handle the product and packaging with care. The product may only be unpacked or used to the extent necessary to assess whether the consumer wishes to keep it. If the consumer exercises the right of withdrawal, the unused and undamaged product must be returned to the seller with all supplied accessories and, where reasonably possible, in the original shipping packaging, in accordance with the clear and reasonable instructions provided by the seller.

 

Article 6 – Amendment of the agreement

1. If during the execution of the agreement it appears that amendments or additions to the agreed work are necessary for proper execution, the parties shall timely and in mutual consultation amend the agreement accordingly.
2. If the agreement is amended or supplemented, this may affect the time of completion. The seller shall inform the buyer of this as soon as possible.
3. If the amendment or addition has financial and/or qualitative consequences, the seller shall inform the buyer thereof in writing in advance.
4. If a fixed price has been agreed, the seller shall indicate to what extent the amendment or addition will result in an increase of this price.
5. In deviation from paragraph 3 of this article, the seller may not charge additional costs if the amendment or addition is the result of circumstances attributable to the seller.

 

Article 7 – Delivery and transfer of risk

1. The risk transfers from the seller to the buyer as soon as the purchased goods are received by the buyer.

 

Article 8 – Inspection and complaints

1. The buyer is obliged to inspect the delivered goods upon delivery or as soon as possible thereafter. The buyer must verify whether the quality and quantity correspond with what has been agreed or meet the standards applicable in normal commercial practice.
2. Complaints regarding damage, shortages, or loss of delivered goods must be submitted in writing to the seller within 10 business days after delivery.
3. If a complaint is deemed justified within the stated period, the seller has the right to either repair, replace, or refrain from delivery and issue a credit note for the relevant part of the purchase price.
4. Minor and/or customary deviations in the industry regarding quality, quantity, size, or finish cannot be held against the seller.
5. Complaints regarding a specific product do not affect other products or parts belonging to the same agreement.
6. No complaints will be accepted after the goods have been processed by the buyer.

 

Article 9 – Samples and models

1. If a sample or model has been shown or provided to the buyer, it is presumed to be provided for indication purposes only, unless expressly agreed otherwise in writing.
2. In agreements relating to immovable property, references to surface area or other dimensions are also presumed to be indicative only.

 

Article 10 – Delivery

1. Delivery takes place ex works/shop/warehouse, meaning that all costs are borne by the buyer.
2. The buyer is obliged to accept the goods at the moment they are delivered or made available under the agreement.
3. If the buyer refuses acceptance or fails to provide necessary information or instructions, the seller is entitled to store the goods at the buyer’s expense and risk.
4. If goods are delivered, the seller may charge delivery costs.
5. If the seller requires information from the buyer for execution, the delivery period starts after such information has been provided.
6. Any delivery term stated by the seller is indicative and never a strict deadline. In case of delay, the buyer must give the seller written notice of default.
7. The seller is entitled to deliver in parts unless otherwise agreed in writing or unless partial delivery has no independent value. The seller may invoice partial deliveries separately.

 

Article 11 – Force majeure

1. If the seller cannot, cannot timely, or cannot properly fulfill its obligations due to force majeure, it shall not be liable for any damage suffered by the buyer.
2. Force majeure includes any circumstance beyond the seller’s control that could not reasonably have been foreseen, such as illness, war, civil unrest, sabotage, terrorism, energy failures, flooding, earthquakes, fire, strikes, government measures, transport difficulties, or other disruptions.
3. Force majeure also includes failure by suppliers on whom the seller depends, unless attributable to the seller.
4. If force majeure continues for 30 calendar days, both parties may dissolve the agreement in whole or in part in writing.
5. If force majeure lasts longer than three months, the buyer has the right to dissolve the agreement immediately by registered letter.

 

Article 12 – Assignment of rights

1. Rights under this agreement may not be transferred without prior written consent of the other party, as referred to in Article 3:83(2) of the Dutch Civil Code.

 

Article 13 – Retention of title and right of retention

1. All goods delivered remain the property of the seller until the buyer has paid the full agreed price.
2. If advance payments are not made on time, the seller may suspend its obligations.
3. The buyer is not permitted to pledge or encumber goods under retention of title.
4. The seller undertakes to insure goods under retention of title against damage and theft.
5. If payment has not been made, the seller may withhold delivery.
6. In case of liquidation or insolvency, obligations become immediately due.

 

Article 14 – Liability

1. Liability is limited to the amount paid out by the seller’s liability insurance, plus any deductible.
2. Liability for intent or gross negligence is not excluded.

 

Article 15 – Complaints obligation

1. The buyer must immediately report complaints regarding performed work.
2. If justified, the seller shall repair or replace the goods.

 

Article 16 – Guarantees

1. The seller guarantees that the goods conform to the agreement for two years after receipt.
2. This guarantee places full risk with the seller.
3. The guarantee does not apply in cases of improper use or unauthorized modifications.
4. If the guarantee concerns third-party products, it is limited to the manufacturer’s warranty.

 

Article 17 – Intellectual property

1. ILO Collection retains all intellectual property rights unless agreed otherwise in writing.
2. The buyer may not use such rights without prior written consent.

 

Article 18 – Amendment of terms and conditions

1. ILO Collection may amend these terms and conditions.
2. Minor changes may be made at any time.
3. Substantial changes will be discussed in advance where possible.
4. Consumers may terminate the agreement in case of material changes.

 

Article 19 – Governing law and competent court

1. All agreements are governed exclusively by Dutch law.
2. The Dutch court in the district where ILO Collection is established has exclusive jurisdiction.
3. The Vienna Convention on Contracts for the International Sale of Goods does not apply.
4. If any provision is deemed unreasonable, the remaining provisions remain in full force.