Terms & conditions

Terms and (sales and delivery) Conditions from Beads Wholesale Online B.V. located in Middelburg.

 

Definitions and applicability

1.1   In these terms and conditions will be defined:

 

User: The user of these terms and conditions, the company with limited liability:

 

Beads Wholesale Online B.V., (statutory) located in Middelburg at Klarinetweg 20, 4337 RA Middelburg, with Chamber of Commerce number 66176824.

 

Webpage: the webpages of the User with the URL’s:

www.beads-wholesale-online.com, www.beads-wholesale-online.co.uk, www.beadswholesaleonline.com, www.beadswholesaleonline.co.uk and www.beads-wholesale-group.com.

 

Customer: any (legal) person, whether or not registered at the Dutch Chamber of Commerce trade register or - when located outside of the Netherlands – an equivalent authority and that has made an account at the User and/or with whom the User concluded an agreement or to whom the User makes an offer.

 

 

1.2   These terms and conditions apply to all offers, quotations, all deliveries and all agreements of whatever nature between the User and the Customer, unless with explicit written corresponded consent.

 

These terms are also applicable on all future offers, quotations, all deliveries to and agreements with the Customer, unless new or adjusted terms and conditions from the User are applicable. 

 

1.3 The Customer accepts these terms and conditions by making and/or confirming his/hers order. The Customer is deemed to read these terms and conditions. Objections regarding to these conditions must be communicated by written notice or confirmatory email in advance.

 

1.4 The applicability of certain purchasing- or other conditions from the Customer will be put by explicit.

 

1.5 In case one or multiple provisions in these terms and conditions are unenforceable or nullified at any time, the remaining of these terms and conditions remain in full effect. The User and the Customer will consult new provisions as substitute for the unenforceable or nullified provisions, in which the goal of the previous provisions are pursued as much as possible.

 

1.6 In case there is uncertainty regarding to one or multiple propositions of these terms and conditions, explanation is required in the spirit of these terms and conditions.

 

1.7  The User only delivers to businesses registered with the ‘Kamer van Koophandel’ or - when located outside of the Netherlands – with an equal authority. By placing an order the Customer confirms to be such a company.

 

1.8 The User reserves the right to change these terms and conditions unilaterally. The Customer will be informed at this point.

 

Quotations
2.1 All offers, quotations and price quotations are non-binding. A quotation or offer expires when the relevant product is no longer available.

2.2 The User keeps the right to change prices of their products, among others in terms of regulations necessary (by law).

2.3 The User cannot be held responsible for the offers or quotations when the Customer reasonably can realise the quotation or offer, or parts of it, contain an obvious mistake or mis writtening.

2.4 A composed quotation does not require the User to conduct a part of the order against a corresponding part of the specified price.

2.5 Quotations and offers do not count for future orders.

2.6 Information, images, communication oral, by phone or email and tasks regarding to offers and important characteristics from the products are displayed and done as accurate as possible. The User does not guarantee all offers and products are fully in accordance with the given information. Deviations cannot be a reason at principle for a compensation and/or dissolution.

 

Formation agreement
3.1 The agreement between the User and the Customer, under condition to the given terms in part 2, arises the moment when the Customer accepts the offer and satisfies in the specified conditions.

3.2 When the Customer accepts the offer electronically, the agreement arises the moment the order confirmation – a through the customer made assignment – is sent to the by the customer specified email address. The Customer and User specifically agree that by using electronical communication a valid agreement is made when the order confirmation is sent to the Customer. The electronic files of the User count, as far as the law allows, hereby as a presumption of evidence.

3.3 Verbal offers or promises do not commit the User, unless they are written confirmed within eight days.

3.4 The User has a minimum order amount of € 50,- exclusive VAT outside of the Netherlands. When the Customer places an order under this order amount, they will be deemed not to legally comply, unless agreed differently with written consent.

3.5 Every agreement is entered under the suspensory condition of sufficient availability of the regarding products and/or services.

 

Changes
4.1 All changes made by the Customer in the original assignment need to be written notified timely to the User. When the Customer makes his changes knowable by verbal communication to the User the risk for doing these changes is for the Customer.

4.2 Changes in processed assignments could possibly cause the agreed delivery deadline to be overrun. The User cannot be held responsible in this case.

4.3 Changes in processed assignments could result in expiration of the made quotation with the Customer. The User will make a new quotation for the Customer for the new assignment.

4.4 In case of cancellation of the order by the Customer, the Customer will indemnify all costs made by the User (including wage and materials), while the User is authorised to claim all resulting damage, costs, interest and loss of profit from the customer.

 

Prices

5.1 All our (wholesale) prices are in Euro and in Great Britain in Pounds. All prices are exclusive turnover tax and additional costs, unless otherwise agreed by written notification or a confirmatory email. 

5.2. The stated prices in a quotation or offer are exclusive VAT and other government levies, possible costs to be made as part of the agreement, including travel, accommodation, delivery and administration costs, unless otherwise specified.

 

Payment

6.1 Payment needs to take place through Mastercard, Meastro, Visa, PayPal, Sofort, Giropay, American Express, Carte Bleue or via post-payment. Only after written consent of the User this can changed in a payment period of 14 days after the invoice date.   

6.2 When there is a payment absence longer than 30 days after the invoice date, the Customer is by operation of law in failure. The Customer then owes commercial interest with 1% a month, unless the legal commercial interest is higher, in which the legal commercial interest is owed. The interest of the claimable amount will be calculated from the moment the Customer is in absence from the moment of fulfilment of the total payments due.

6.3 The User has the right to stretch the done payments by the Customer in the first place to deduct the costs, in accordance with the deduct of vacant interest and finally in deduct of the principal sum and ongoing interest.

6.4 The User can, without being in absence, reject an offer to payment when the Customer other order of allocation of payment indicates. The User can reject full payment of the principal sum when the vacant and ongoing interest and collection costs are not included.

6.5 The Customer is never authorised to settlement of the amounts due to the User.

6.6 When the Customer is in failure or absence in the (timely) fulfilment of his obligations, all reasonable costs to acquire will be of fulfilment beyond right for account of the Customer. The extra juridical costs will be calculated based on what is usual by the Dutch dept collection agency, at the moment the calculation method in accordance with legislation standards extrajudicial collection costs and the corresponding decision will become the extrajudicial collection costs. Although when the User reasonably necessary has made higher costs on collection, the actual made costs become eligible for the Customer. The Customer owes amounts due on interest over collection costs.

6.7 Objections against the amount invoiced does not suspend the payment obligation.  

6.8 The customer is obliged, on pain of forfeiture of rights, to report any inaccuracies in the payment details provided or stated to the entrepreneur without delay and at the latest within two weeks of receipt.

 

Delivery

7.1 The User will exercise due care in the execution of orders for products.

7.2 The place of delivery is at the address that the Customer has indicated to the User.

7.3 The User will execute accepted orders with due observance of Article 6 and with due speed, but at the latest within 7 days, unless a longer delivery period has been agreed. If the delivery is delayed, or if an order cannot be carried out or can only be carried out partially, the Customer will be notified of this at the latest one month after he has placed the order. In that case, the Customer has the right to dissolve the agreement free of charge.

7.4 In the event of dissolution in accordance with the previous paragraph, the User will repay the amount paid by the Customer as soon as possible, but no later than 30 days after dissolution.

7.5 After the User has submitted the order for shipment, the risk of damage and/or loss of products rests with the Customer.

7.6 Bulk orders of 50 pieces or more cannot be returned.

 

Retention of title
8.1. All delivered matters as part of the agreement stay in property of the User until the Customer has proper fulfilled all obligations from the concluded agreement with the User, including the purchase price, any surcharges due pursuant to these terms and conditions or the agreement, interest, taxes, costs and compensation.

8.2. The delivered matters by the User who own to part 1 retention of title, cannot be sold or be used as a payment method. The Customer is not authorized to pledge or interfere with the matters in retention of title in any other way.

8.3 The Customer reasonably needs to do what is expected to do to secure the proprietary rights of the User.

8.4 When third parties foreclose the retention of title delivered matters or want to establish rights, the Customer is required to immediately inform the User.

8.5 The Customer is required to ensure all the retention of title delivered matters and secure them against fire, explosion and water damage, as well as theft and when requested, to give the policy to the User for inspection. The User is entitled to these funds by possible payment of these insurances. The Customer grands cooperation as much needed or necessary against the User.

8.6 In case the User wants to pursue his proprietary rights as referred to in this article, the Customer gives unconditional and non-revocable permission to the User in advance and indicates the User to enter all places where the User’s belongings are and to take them with.

 

Claiming and revocation

9.1 The Customer is required to scrutinise the products by delivery or to satisfy to the products. Size, colour and differences in quantity within a margin of 5% against the product images on the internet site are not susceptible for advertising and count therefore as a delivery within the standards of the concluded agreement.

9.2 When the Customer believes the products do not answer the agreement, the Customer needs to report within eight business days after the delivery of the products, after which the right to dissolution or withdrawal shall lapse.

9.3 The Customer will in no way be able to claim against the User after the Customer has processed and or passed on the received goods as a whole of parts to third parties.

9.4 Returns are not accepted, unless the User has written permission beforehand. When there is no permission granted the goods will be returned or stored on expense of the Customer.

9.5  Claiming does not give the Customer the right to refuse payment (full or partly).

9.6 The User is not responsible for durability, adhesion, light and colour fidelity, wear resistance, and product size caused by the nature of materials, also without to inform the Customer.

9.7 Costs of returns are for the Customer and need to be stamped. Returns also need to be proper packaged and need to be provided with a copy of the invoice, saying which product is returned.

9.8 In case the User approved the return, the Customer will receive a credit. This can be used in a next order. The User does not refund funds.

9.9 The User offers a reasonable manufacturer’s warranty (maximal 3 months). This warranty reasonably does not count in case of wear marks and can be considered normal, also in the following cases: intentional or gross negligence, unprofessional use, water damage, freezing and contamination.

 

Liability and indemnity

10.1 The User can never be held to pay for any compensation payment from the Customer or third parties, unless in case of intent or gross fault of the User. The User is never responsible for consequential damages or business damage, indirect damage and loss of profit or revenue loss. When the User, for whatever reason, is held to compensate any damage, the compensation will never be more than the amount of the invoice value regarding to the delivered product or service causing the damage (with a maximum off €2500,-).

10.2 Our products are not suitable use for or with children unless explicit mentioned otherwise. The Customer is therefore not entitled to use the products in question for products intended for children or to resell them to children or to third parties who will use them for (products for) or sell them to children. User is not liable for damage caused by unauthorized / improper use as described in this paragraph.

10.3 The Customer indemnifies the User against any claims by third parties (including all related reasonable costs) who suffer damage in connection with the execution of the agreement and the cause of which cannot be attributed to the Customer.

10.4 If the User is held liable by third parties for this reason, the Customer will be obliged to assist the User both extrajudicially and in court and to immediately do everything that can reasonably be expected of him in that context by the User. Should the Customer fail to do so, the User will be entitled to do so itself, without any notice of default being required. All costs and damage incurred on the part of the User and third parties as a result, will be entirely at the expense and risk of the Customer. If the Purchaser becomes aware of any damage that has been or may be caused by a product supplied by the User or of any defect in such a product, he will inform the User of this immediately.

 

Force majeure

11.1 In the event of force majeure, the User will be entitled, without judicial intervention, either to extend all or some of the delivery periods by the duration of the force majeure, or to dissolve the agreement in whole or in part, without the User being obliged to pay any compensation.

11.2 Force majeure shall include: all external causes (foreseen and unforeseen) over which the User has no influence, but which prevent the User from fulfilling his obligations, such as strikes, lockouts, fires, traffic obstructions, lack of raw materials, materials or labour, mobilisation, war, import and/or export restrictions, government measures, non or untimely delivery by suppliers or other third parties and the absence of any licence to be obtained from the authorities. Force majeure also includes malfunctions in a (telecommunication) network or connection or communication systems used and/or the unavailability of the internet site at any time, or other impeding circumstances beyond the User's control.

 

Intellectual property

12.1 The Customer expressly recognizes that all rights of intellectual property are provided with information, images, notices or other expressions regarding to the products or regarding to the internet site of the User, their suppliers or other beneficiaries.

12.2 Under intellectual property is understood patent law, copyright, brand rights, drawings and design rights and or other (intellectual property) rights, where is also understood whether or not patentable technical and or commercial know-how, methods and concepts.

12.3 The Customer is forbidden to use, herby made changes included, the intellectual property as described in this article, like for example reproduction, without explicit written consent beforehand of the User, her suppliers or other beneficiaries.

 

Disputes
13.1 To all agreements, only Dutch right applies, even if an obligation is wholly or partly performed abroad.

13.2 The applicability of the ‘Weens Koopverdrag’ is explicit excluded.

13.3 All disputes arising from offers or agreements, however named, will be submitted to the competent court in Middelburg (the Netherlands).

 

No rights can be derived from faults caused by translation of the Dutch Terms and Conditions.