General terms and conditions
Article 1: Definitions
Pardole Parfum, located in Amsterdam, registered with the Chamber of Commerce under number 78364256, is referred to as the seller in these general terms and conditions.
The counterparty of the seller is referred to as the buyer in these general terms and conditions.
The parties are jointly referred to as the seller and the buyer.
The agreement refers to the purchase agreement between the parties.
Article 2: Applicability of General Terms and Conditions
These terms and conditions apply to all offers, quotations, agreements, and deliveries of services or goods by or on behalf of the seller.
Deviations from these terms and conditions are only valid if expressly and in writing agreed upon by the parties.
Article 3: Payment
The full purchase price is always paid immediately in the store. In some cases, a deposit may be required for reservations. In such a case, the buyer will receive proof of the reservation and the advance payment.
If the buyer fails to pay on time, they are in default. In such a case, the seller is entitled to suspend their obligations until the buyer fulfills their payment obligations.
If the buyer remains in default, the seller will initiate collection proceedings. The costs related to the collection will be borne by the buyer. These collection costs will be calculated according to the Dutch Decree on Compensation for Extrajudicial Collection Costs.
In the event of liquidation, bankruptcy, seizure, or suspension of payment of the buyer, the seller's claims against the buyer are immediately due and payable.
If the buyer refuses to cooperate in the execution of the agreement by the seller, they are still obligated to pay the agreed price to the seller.
Article 4: Offers, Quotations, and Prices
Offers are non-binding unless the offer specifies a period for acceptance. If the offer is not accepted within this period, it lapses.
Delivery times in quotations are indicative and do not entitle the buyer to dissolution or compensation in case of exceeding them, unless expressly and in writing agreed otherwise by the parties.
Offers and quotations do not automatically apply to repeat orders. The parties must expressly and in writing agree to this.
The price stated in offers, quotations, and invoices includes the purchase price, VAT, and any other government levies.
Article 5: Right of Withdrawal
The consumer has the right to dissolve the agreement without giving reasons within 14 days of receiving the order (right of withdrawal). The period begins when the consumer receives the (entire) order.
There is no right of withdrawal for products that are custom-made or have a short shelf life.
The consumer can use a withdrawal form provided by the seller. The seller is obliged to make this available to the buyer immediately upon request.
During the reflection period, the consumer must handle the product and packaging carefully. They should only unpack or use the product to the extent necessary to determine whether they want to keep it. If they exercise their right of withdrawal, they must return the unused and undamaged product, including all delivered accessories and, if reasonably possible, in the original shipping packaging, to the seller, following the reasonable and clear instructions provided by the seller.
Article 6: Changes to the Agreement
If, during the execution of the agreement, it becomes apparent that changes or additions to the agreement are necessary for proper execution, the parties will amend the agreement accordingly in mutual consultation.
If the parties agree to amend or supplement the agreement, this may affect the completion time of the execution. The seller will notify the buyer of this as soon as possible.
If the changes or additions to the agreement have financial and/or qualitative consequences, the seller will inform the buyer of this in writing beforehand.
If a fixed price has been agreed upon, the seller will indicate to what extent the change or addition to the agreement will exceed this price.
In deviation from the third paragraph of this article, the seller may not charge additional costs if the change or addition results from circumstances attributable to the seller.
Article 7: Delivery and Transfer of Risk
- Once the purchased item has been received by the buyer, the risk passes from the seller to the buyer.
Article 8: Inspection and Complaints
The buyer is obliged to inspect the delivered goods upon delivery or as soon as possible. They must check whether the quality and quantity of the delivered goods match the agreement or meet the requirements customary in the normal course of trade.
Complaints regarding damages, shortages, or loss of delivered goods must be submitted in writing to the seller within 10 working days of the delivery date.
If the complaint is justified within the specified period, the seller has the right to either repair, replace, or refund the buyer with a credit note for that part of the purchase price.
Minor deviations or differences in quality, quantity, size, or finish that are customary in the trade cannot be held against the seller.
Complaints regarding a specific product do not affect other products or parts of the same agreement.
After the goods have been processed by the buyer, no complaints will be accepted.
Article 9: Samples and Models
If a sample or model has been shown or provided to the buyer, it is presumed to be for reference only, without the delivered goods needing to match it, unless explicitly agreed otherwise by the parties.
For agreements concerning real estate, the mention of surface area or other dimensions is also presumed to be indicative only, without the delivered property needing to correspond to these dimensions.
Article 10: Delivery
Delivery takes place "ex works/store/warehouse," meaning that all costs are borne by the buyer.
The buyer is obliged to take possession of the goods at the time the seller delivers them or has them delivered, or at the time the goods are made available to the buyer according to the agreement.
If the buyer refuses to accept the delivery or fails to provide the information or instructions necessary for the delivery, the seller is entitled to store the goods at the expense and risk of the buyer.
If the goods are delivered, the seller is entitled to charge delivery costs.
If the seller requires information from the buyer for the execution of the agreement, the delivery time begins after the buyer has provided this information to the seller.
Any delivery period specified by the seller is indicative and not a strict deadline. If the delivery period is exceeded, the buyer must notify the seller in writing of their default.
The seller is entitled to deliver the goods in parts unless agreed otherwise in writing by the parties or if the partial delivery has no independent value. In case of partial delivery, the seller is entitled to invoice these parts separately.
Article 11: Force Majeure
If the seller is unable to fulfill their obligations under the agreement due to force majeure, they are not liable for damages suffered by the buyer.
Force majeure includes any circumstance that the seller could not consider at the time of entering the agreement and as a result of which the normal execution of the agreement cannot reasonably be demanded by the buyer, such as illness, war, riots, sabotage, energy failures, flooding, earthquakes, fire, strikes, government measures, transport difficulties, and other disruptions in the seller's business.
Force majeure also includes the situation where third-party suppliers on whom the seller depends for the execution of the agreement fail to meet their contractual obligations to the seller, unless the seller is at fault.
In the event of force majeure, the seller’s obligations are suspended for as long as the force majeure situation persists. If this situation lasts longer than 30 calendar days, either party may dissolve the agreement in writing, in whole or in part.
If the force majeure continues for longer than three months, the buyer may terminate the agreement with immediate effect by sending a registered letter.
Article 12: Transfer of Rights
- A party's rights under this agreement may not be transferred without the prior written consent of the other party. This provision is considered to have real property effect as outlined in Article 3:83, paragraph 2 of the Dutch Civil Code.
Article 13: Retention of Title and Right of Retention
Goods present at or delivered by the seller remain the property of the seller until the buyer has fully paid the agreed price. Until that time, the seller may invoke retention of title and reclaim the goods.
If agreed advance payments are not made on time, the seller has the right to suspend work until payment is made. In this case, the buyer cannot claim delayed delivery against the seller.
The seller is not permitted to pledge or encumber goods subject to retention of title.
The seller is obliged to insure the goods delivered under retention of title against fire, explosion, water damage, and theft, and to make the policy available for inspection upon request.
If the goods have not yet been delivered, and the agreed advance payment or price has not been paid as agreed, the seller has a right of retention. The goods will not be delivered until the buyer has fully paid.
In the event of liquidation, insolvency, or suspension of payment by the buyer, the seller’s claims are immediately due and payable.
Article 14: Liability
The seller’s liability for damages arising from or related to the execution of an agreement is limited to the amount paid out by the seller's liability insurance in the relevant case, increased by the applicable policy deductible.
The seller’s liability for damage caused by intent or deliberate recklessness by the seller or their managerial subordinates is not excluded.
Article 15: Duty to Complain
The buyer must immediately notify the seller of complaints regarding the executed work. The complaint must include a detailed description of the shortcoming to enable the seller to respond adequately.
If a complaint is justified, the seller is obliged to repair or replace the goods.
Article 16: Warranties
If guarantees are included in the agreement, the following applies. The seller guarantees that the goods comply with the agreement, are free of defects, and are suitable for their intended use. This warranty applies for two calendar years after the buyer receives the goods.
The warranty ensures that any breach of warranty remains the seller’s full responsibility and risk, and the seller cannot invoke Article 6:75 of the Dutch Civil Code. This applies even if the buyer was aware of or could have been aware of the defect through inspection.
The warranty does not apply if the defect results from improper or inappropriate use, or if the buyer or third parties have made or attempted to make modifications to the goods without the seller’s consent.
If the warranty relates to goods produced by a third party, the warranty is limited to the warranty provided by the manufacturer.
Article 17: Applicable Law and Competent Court
Dutch law exclusively applies to every agreement between the parties.
The Dutch court in the district where Pardole Parfum is established has exclusive jurisdiction to hear any disputes, unless otherwise required by mandatory law.
The applicability of the Vienna Sales Convention is excluded.
If any provisions of these general terms and conditions are deemed unreasonably burdensome in a legal proceeding, the remaining provisions will remain fully applicable.