AGB
General Terms and Conditions Grey Things B.V. (Chamber of Commerce: 81789963)
Article 1 - Definitions
In these terms and conditions, the following definitions apply:
- Reflection period: the period within which the buyer can make use of his right of withdrawal;
- Buyer / counterparty: the (legal) person who enters into a (distance) agreement with Grey Things;
- Day: calendar day;
- Right of withdrawal: the option for the buyer, if he/she/they is a consumer, to waive the distance contract within the reflection period;
- Grey Things: the legal entity that offers remote products to buyer(s) and the user of the General Terms and Conditions;
- Distance contract: an agreement in which, within the framework of a system organized by Grey Things for the distance sale of products, up to and including the conclusion of the agreement, exclusive use is made of one or more techniques for distance communication;
- General Terms and Conditions: the present General Terms and Conditions of Grey Things.
Article 2 - Applicability
1. These general terms and conditions apply to every offer from Grey Things and to every agreement (distance) and orders concluded between Grey Things and the buyer.
2. Before the (distance) agreement is concluded, the text of the General Terms and Conditions is made available to the buyer.
3. If the distance contract is concluded electronically, notwithstanding the previous paragraph and before the distance contract is concluded, the text of the General Terms and Conditions can be made available to the buyer electronically in such a way that it is copper can be stored in a simple manner on a durable data carrier. If this is not reasonably possible, before the distance contract is concluded, it will be indicated where the General Terms and Conditions can be consulted electronically and that they will be sent free of charge at the request of the buyer electronically or otherwise.
4. If at any time one or more provisions in the General Terms and Conditions are wholly or partially void or destroyed, the remainder of the agreement and these terms and conditions will remain in force and the relevant provision will be replaced by a provision in mutual consultation without delay. approximates the tenor of the original as much as possible.
5. Uncertainties about the interpretation or content of one or more provisions of the General Terms and Conditions or situations that are not regulated in the General Terms and Conditions must be explained 'in the spirit' of the General Terms and Conditions.
Article 3 - The offer
1. If an offer has a limited period of validity or is made subject to conditions, this will be explicitly stated in the offer.
2. The offer is without obligation. Grey Things is entitled to change and adjust the offer.
3. The offer contains a complete and accurate description of the products offered. The description is sufficiently detailed to allow a proper assessment of the offer by the buyer. If Grey Things uses images, these are a true representation of the products offered. Obvious mistakes or obvious errors in the offer are not binding on Grey Things.
4. All images, specifications data in the offer are indicative and cannot give rise to compensation or dissolution of the agreement.
Article 4 - The agreement
1. Subject to the provisions of paragraph 4, the agreement is concluded at the time of acceptance by the buyer of the offer and the fulfillment of the associated conditions.
2. If the buyer has accepted the offer electronically, Grey Things will immediately confirm receipt of acceptance of the offer electronically. As long as the receipt of this acceptance has not been confirmed by Grey Things, the buyer can dissolve the agreement.
3. If the agreement is concluded electronically, Grey Things will take appropriate technical and organizational measures to secure the electronic transfer of data and ensure a safe web environment. If the buyer can pay electronically, Grey Things will take appropriate security measures.
4. Grey Things can - within legal frameworks - inform itself whether the buyer can meet his payment obligations, as well as about all those facts and factors that are important for a responsible conclusion of the distance contract. If Grey Things has good reasons not to enter into the agreement on the basis of this investigation, it is entitled to refuse an order or request with reasons or to attach special conditions to the execution.
5. Every agreement is entered into under the suspensive conditions of sufficient availability of the products concerned.
Article 5 – Right of withdrawal (this article only applies if the buyer is a consumer)
1. When purchasing products, the buyer has the option to dissolve the agreement without stating reasons during 14 days. This reflection period starts on the day after receipt of the product by the buyer or a representative designated in advance by the buyer and made known to Grey Things.
2. During the reflection period, the buyer will handle the product and the packaging with care. He will only unpack or use the product to the extent necessary to assess whether he wishes to keep the product. If he makes use of his right of withdrawal, he will return the product undamaged with all accessories supplied and - if reasonably possible - in the original condition and packaging to Grey Things, in accordance with the reasonable and clear instructions provided by Grey Things.
3. If the buyer wishes to make use of his right of withdrawal, he is obliged to inform Grey Things of this within 14 days of receipt of the product. After the buyer has indicated that he wishes to make use of his right of withdrawal, the customer must return the product within 14 days. The buyer must prove that the delivered goods have been returned in time, for example by means of proof of shipment.
4. If the buyer has not made it known after the expiry of the periods referred to in this article that he wishes to make use of his right of withdrawal resp. has not returned the product to Grey Things, the purchase is a fact.
5. If the buyer makes use of his right of withdrawal, the costs of return will be for his account at most.
6. If the buyer has paid an amount, Grey Things will refund this amount as soon as possible, but no later than 14 days after cancellation. This is subject to the condition that the product has been received back by Grey Things in the state indicated in paragraph 2 of this article or that conclusive proof of complete return can be submitted.
Article 6 - The price
1. When the agreement is concluded, the parties will agree on a price, which is stated in the offer or will be further agreed. Cost estimates provided by Grey Things to a counterparty are indicative and non-binding in nature.
2. Any cost estimates are exclusive of VAT and other government levies.
3. If Grey Things agrees on a price with the buyer, Grey Things is nevertheless entitled at all times to increase this price without the buyer being entitled to dissolve the agreement for that reason, if the increase in the price arises from a power or obligation under the law or regulations or is caused by an increase in the price of raw materials, wages, etc. or on other grounds that were not reasonably foreseeable when the agreement was entered into.
4. If the price increase, other than as a result of the aforementioned in paragraph 3 of this article, amounts to more than 10% and takes place within three months after the conclusion of the agreement, then only the buyer who is entitled to invoke Title 5 Section 3 of Book 6 of the Dutch Civil Code is entitled to dissolve the agreement by means of a written statement, unless Grey Things is then still prepared to perform the agreement on the basis of what was originally agreed, or if the price increase results from an authority or an obligation resting on Grey Things under the law or if it is stipulated that the delivery will take place more than three months after the purchase.
5. Grey Things will charge the other party for additions or changes in the agreed work desired by the buyer. Insofar as the other party should not have understood the necessity of a price increase resulting from the additional work assigned, Grey Things will point this out to the other party.
6. All prices are subject to printing and typing errors. No liability is accepted for the consequences of printing and typing errors. Grey Things is not obliged to deliver the product according to the incorrect price in the event of printing and typesetting errors.
Article 7 - Conformity and guarantee
1. Grey Things guarantees that the products comply with the agreement, the specifications stated in the offer, the reasonable requirements of reliability and/or usability and the legal provisions existing on the date of the conclusion of the agreement and/or government regulations.
2. Any defects or incorrectly delivered products must be reported to Grey Things in writing within 7 days of delivery. The products must be returned in the original packaging and in new condition.
3. Grey Things' warranty period corresponds to the manufacturer's warranty period. However, Grey Things is never responsible for the ultimate suitability of the products for each individual application by the buyer, nor for any advice regarding the use or application of the products.
4. The warranty does not apply if:
- the buyer has processed the delivered products himself or has had them processed by third parties;
- the delivered products have been exposed to abnormal conditions or are otherwise handled carelessly or contrary to the instructions of Grey Things and/or have been treated on the packaging;
- the defectiveness is wholly or partly the result of regulations that the government has made or will make with regard to the nature or quality of the materials used.
Article 8 - Delivery and execution
1.Grey Things will take the greatest possible care when receiving and executing orders for products.
2. The place of delivery is the address that the buyer has made known to Grey Things.
3. With due observance of what is stated in paragraph 4 of this article, Grey Things will execute accepted orders expeditiously but at the latest within 30 days, unless the buyer has agreed to a longer delivery period. If the delivery is delayed, or if an order cannot or only partially be executed, the buyer will be notified of this no later than 30 days after he has placed the order. In that case, the buyer has the right to dissolve the agreement without costs. The buyer is not entitled to compensation.
4. All delivery times are indicative. The buyer cannot derive any rights from any stated terms. Exceeding a term does not entitle the buyer to compensation.
5. In the event of dissolution in accordance with paragraph 3 of this article, Grey Things will refund the amount paid by the buyer as soon as possible, but at the latest within 14 days after dissolution.
6. If delivery of an ordered product proves to be impossible, Grey Things will endeavor to make a replacement item available. At the latest upon delivery, it will be stated in a clear and comprehensible manner that a replacement item is being delivered.
7. The risk of damage and/or loss of products rests with Grey Things until the moment of delivery to the buyer or a representative designated in advance and made known to Grey Things, unless expressly agreed otherwise.
Article 9 - Suspension and dissolution of the agreement
1. Grey Things is authorized to suspend or dissolve the agreement in whole or in part if circumstances arise of such a nature that fulfillment of the agreement is impossible or if other circumstances arise that are of such a nature that unaltered maintenance of the agreement cannot reasonably be expected of it.
2. Grey Things has the right to suspend or dissolve the agreement with immediate effect without judicial intervention and without notice of default if the other party is declared bankrupt, has been granted a suspension of payments, has applied for bankruptcy or a provisional suspension of payments, or wishes to make an arrangement with its creditors to avert this, there is an attachment, the other party is placed under guardianship, the debt rescheduling of natural persons is requested or if it otherwise loses the power to dispose of its assets or parts thereof.
3. If circumstances arise with regard to persons and/or material that Grey Things uses or tends to use in the execution of the agreement, which are of such a nature that the execution of the agreement is impossible or so inconvenient and/or becomes disproportionately expensive, that compliance with the agreement can no longer reasonably be required, Grey Things is authorized to suspend or dissolve the agreement.
4. In addition to the cases referred to in this article in which Grey Things is authorized to suspend or dissolve, Grey Things' claims against the other party are also immediately due and payable in the following cases:
- circumstances that have come to the knowledge of Grey Things after conclusion of the agreement give Grey Things good grounds to fear that the other party will not fulfill its obligations;
- if Grey Things has asked the other party to provide security for compliance when concluding the agreement and this security is not forthcoming or is insufficient;
- if the other party proceeds to cessation or liquidation of its company or an important part thereof or if a decision is taken to this effect;
5. If the other party does not fulfill one or more obligations towards Grey Things or not properly or in time, all other (remaining) claims of Grey Things against the other party are immediately due and payable.
6. A case of suspension or dissolution does not affect Grey Things' right to claim compensation.
Article 10 - Retention of title
1. Any goods delivered or made available by Grey Things remain the property of Grey Things until the buyer has fulfilled all obligations under all agreements concluded with Grey Things.
2. The buyer is not authorized to pledge the goods or to establish any other right on them.
3. If the buyer does not fulfill its obligations or there is a well-founded fear that it will not do so, Grey Things is entitled to remove or have removed the goods that are subject to the retention of title referred to in paragraph 1, regardless of where these goods are. located. The buyer (or a third party) is obliged to fully cooperate in this, on pain of a fine of 10% of the amount owed by it per day or part thereof.
4. If third parties wish to establish or assert any right to the goods delivered subject to retention of title, the buyer is obliged to inform Grey Things as soon as can reasonably be expected.
Article 11 - Payment
1. Grey Things will charge the buyer for the goods to be delivered or delivered at its own discretion.
2. Unless the distance contract is concluded electronically, in which case payment takes place simultaneously with the conclusion of the agreement, payment must be made within 14 days of the invoice date. If payment is not made, the buyer is in default after 14 days after the invoice date without further notice of default. In that case, the buyer owes Grey Things interest on Grey Things' outstanding claims of 1% on the amount owed per month or part thereof, without prejudice to Grey Things' right to full compensation.
3. All costs of collecting the amounts owed by the buyer are for the account of the buyer. The costs for obtaining payment out of court are set at a fixed rate of 15% of the principal sum owed, including interest, with a minimum of €750, without prejudice to Grey Things' right to claim the actual costs if these are higher.
4. In the event that one of the situations referred to in Article 9 occurs, regardless of whether Grey Things has exercised its right to dissolve the agreement or not, the buyer's obligations will become immediately due and payable.
5. Payments made by the buyer always serve in the first place to settle all interest and costs owed, in the second place for payable invoices that have been outstanding the longest, even if the other party states that the payment relates to a later invoice.
6. Payment must be made without discount or settlement.
Article 12 - Liability
1. The other party, including the buyer, guarantees the correctness and completeness of the information provided to Grey Things by or on behalf of the other party. Grey Things is not liable for the consequences of providing incorrect and/or incomplete data.
2. Grey Things is not liable for any damage resulting from the acts or omissions of the other party, its personnel or third parties engaged by it in the context of the agreement or related activities.
3. Grey Things is never liable for indirect damage, including consequential damage, lost profit, lost savings and damage due to business interruption.
4. Grey Things' liability, insofar as it is covered by its liability insurance, is limited to the amount of the payment made by the insurer.
5. If in any case the insurer does not pay out or the damage is not covered by the insurance, Grey Things' liability is limited to the amount of what the other party owes under the order, but up to a maximum of € 5,000.-.
6. The other party will indemnify Grey Things with regard to any claims by third parties for damage related to the execution of the agreement and the cause of which is attributable to others than Grey Things.
7. The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence on the part of Grey Things or its managerial subordinates.
8. Any claim against Grey Things lapses one year from the day on which the work to which the claim relates has been or should have been performed.
Article 13 - Disputes
1. Agreements between Grey Things and the buyer to which the General Terms and Conditions apply are exclusively governed by Dutch law and the Gelderland court has exclusive jurisdiction to hear a dispute. The aforementioned choice of law and forum also applies if the buyer resides abroad.
2. The Vienna Sales Convention does not apply.
(version November 2022)