TERMS AND CONDITIONS
- Valhal Outdoor: Leadle BV, established in Groningen under the Chamber of Commerce no. 53494202.
- Client: the party with whom Valhal Outdoor has entered into an agreement.
- Parties: Valhal Outdoor and the client together.
- Consumer: a client who is also an individual and who acts as a private person.
Applicability of general terms and conditions
- These terms and conditions apply to all quotations, offers, work, orders, agreements and deliveries of services or products by or on behalf of Valhal Outdoor.
- The parties can only deviate from these terms and conditions if they have expressly agreed this in writing.
- The parties expressly exclude the applicability of additional and/or deviating general terms and conditions of the client or third partieS.
- All prices charged by Valhal Outdoor are in euros, are exclusive of VAT and exclusive of any other costs such as administration costs, levies and travel, shipping or transport costs, unless expressly stated otherwise or agreed otherwise.
- Valhal Outdoor can change all the prices that Valhal Outdoor uses for its products or services, on its website or otherwise made known, at any time.
- Increases in the cost prices of products or parts thereof that Valhal Outdoor could not foresee at the time the offer was made or the agreement was concluded may give rise to price increases.
- The consumer is entitled to dissolve a contract as a result of a price increase as referred to in paragraph 3, unless the increase is the result of a statutory regulation.
If the client has received a sample or model of a product, he cannot derive any rights from it other than that it is an indication of the nature of the product, unless the parties have explicitly agreed that the products to be delivered correspond to the sample or model.
Consequences of not paying on time
- If the client fails to pay within the agreed period, Valhal Outdoor is entitled to charge interest of 1% per month from the day the client is in default, whereby part of a month will be counted as a whole month.
- If the client is in default, he will also owe Valhal Outdoor extrajudicial collection costs and any compensation.
- The collection costs are calculated on the basis of the Compensation for Extrajudicial Collection Costs Decree.
- If the client fails to pay on time, Valhal Outdoor may suspend its obligations until the client has fulfilled its payment obligation.
- In the event of liquidation, bankruptcy, attachment or suspension of payment on the part of the client, Valhal Outdoor’s claims against the client will be immediately due and payable.
- If the client refuses to cooperate in the execution of the agreement by Valhal Outdoor, it will still be obliged to pay Valhal Outdoor the agreed price.
Right of complaint
- As soon as the client is in default, Valhal Outdoor is entitled to invoke the right of complaint with regard to the unpaid products delivered to the client.
- Valhal Outdoor invokes the right of complaint by means of a written or electronic communication.
- As soon as the client has been informed of the right of complaint that has been invoked, the client must immediately return the products to which this right relates to Valhal Outdoor, unless the parties agree otherwise in this respect.
- The costs of retrieving or bringing back the products will be borne by the client.
Right of withdrawal
- A consumer can cancel an online purchase during a 14-day cooling-off period without giving a reason, provided that this is the case:
- the product has not been used
- it is not a product that can spoil quickly, such as food or flowers
- it is not a product specially made or adapted for the consumer
- it is not a product that cannot be returned for hygienic reasons (underwear, swimwear, etc.).
- the seal is still intact in the case of data carriers with digital content (DVDs, CDs, etc.)
- the product is not a travel, transport ticket, catering order or form of leisure activity
- the product is not a separate magazine or newspaper
- it does not concern (an order for) emergency repairs
- the consumer has not waived his right of withdrawal
- The 14-day cooling-off period referred to in paragraph 1 shall commence:
- on the day after the consumer has received the last product or part of 1 order
- as soon as the consumer receives the first product
- has received with a subscription
- as soon as the consumer has purchased a service for the first time
- once consumers have confirmed that they are going to buy digital content over the Internet
- The consumer can make his appeal to the right of withdrawal known via firstname.lastname@example.org, if desired by means of the withdrawal form that can be downloaded from Valhal Outdoor’s website, https://www.valhaloutdoor.com/.
- The consumer is obliged to return the product to Valhal Outdoor within 14 days after having made known his right of withdrawal, failing which his right of withdrawal will lapse.
- The costs of returning the product will only be borne by Valhal Outdoor if the complete order is returned.
- If the purchase costs and any other costs (such as postage and return costs) are eligible for reimbursement under the law, Valhal Outdoor will reimburse these costs to the consumer within 14 days of receipt of the timely appeal to the right of withdrawal, provided that the consumer has returned the product to Valhal Outdoor in good time.
Right of suspension
Unless the customer is a consumer, the customer waives the right to suspend the fulfilment of any obligation arising from this agreement.
Right of retention
- Valhal Outdoor may invoke its right of retention and in that case retain the client’s products until the client has paid all outstanding invoices in respect of Valhal Outdoor, unless the client has provided sufficient security for those costs.
- The right of retention also applies on the basis of previous contracts from which the client still owes Valhal Outdoor payments.
- Valhal Outdoor will never be liable for any loss that the client may suffer as a result of making use of its right of retention.
Unless the client is a consumer, the client waives his right to set off a debt to Valhal Outdoor against a claim against Valhal Outdoor.
Retention of title
- Valhal Outdoor will remain the owner of all products delivered until the client has fulfilled all its payment obligations towards Valhal Outdoor on the basis of any agreement entered into with Valhal Outdoor, including claims relating to failure to fulfil obligations.
- Until that time, Valhal Outdoor may invoke its retention of title and take back the goods.
- Before ownership has been transferred to the client, the client may not pledge, sell, alienate or otherwise encumber the products.
- If Valhal Outdoor invokes its retention of title, the contract will be deemed to have been dissolved and Valhal Outdoor will be entitled to claim damages, loss of profit and interest.
- Delivery takes place as long as stocks last.
- Delivery takes place at Valhal Outdoor, unless parties have agreed otherwise.
- Products ordered online will be delivered to the address indicated by the client.
- If the agreed amounts are not paid or are not paid on time, Valhal Outdoor is entitled to suspend its obligations until the agreed part has been paid.
- In the event of late payment, the client will be in default of payment, with the result that the client will not be able to object to Valhal Outdoor’s late delivery.
- The delivery times stated by Valhal Outdoor are indicative and, if they are exceeded, do not entitle the client to dissolution or compensation, unless the parties have expressly agreed otherwise in writing.
- The delivery period commences when the client has completed the (electronic) ordering process in full and has received an (electronic) confirmation from Valhal Outdoor.
- Exceeding the specified delivery time does not entitle the client to compensation or to dissolve the contract, unless Valhal Outdoor cannot deliver within 14 days of being reminded to do so in writing or the parties have agreed otherwise.
The customer must ensure that the actual delivery of the products ordered by him can take place on time.
Transport costs are for the customer’s account, unless the parties have agreed otherwise.
Packaging and shipping
- If the packaging of a delivered product has been opened or damaged, the client must have a note made of this by the forwarding agent or deliverer before accepting the product, failing which Valhal Outdoor cannot be held liable for any damage.
- If the client itself is responsible for the transport of a product, it must report any visible damage to products or the packaging to Valhal Outdoor prior to transport, failing which Valhal Outdoor cannot be held liable for any damage.
- The customer undertakes to adequately insure the following items and to keep them insured against, among other things, fire, explosion and water damage as well as theft:
- goods delivered which are necessary for the execution of the underlying agreement
- Valhal Outdoor items that are present at the customer’s premises
- goods delivered under retention of title
- At Valhal Outdoor’s first request, the client will make the policy of these insurances available for inspection.
- If the customer orders products later than the agreed delivery date, the risk of any loss of quality is entirely for the customer.
- Possible extra costs as a result of premature or delayed purchase of products will be entirely for the customer’s account.
- The warranty with respect to products only applies to defects caused by faulty manufacture, construction or material.
- The guarantee does not apply in the case of normal wear and tear and damage resulting from accidents, modifications made to the product, negligence or incompetent use by the customer, as well as when the cause of the defect cannot be clearly determined.
- The risk of loss, damage or theft of the products that are the subject of an agreement between the parties is transferred to the client at the moment they are legally and/or actually delivered, or at least come under the control of the client or of a third party who takes delivery of the product for the client.
Duration of the agreement concerning a service
- The agreement between Valhal Outdoor and the client regarding a service or services is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or the parties have expressly agreed otherwise in writing.
- If a contract has been entered into for a definite period, it will be tacitly converted into a contract for an indefinite period at the end of that period, unless one of the parties terminates the contract with due observance of a notice period of 2 months, or a consumer terminates the contract with due observance of a notice period of 1 month, as a result of which the contract ends by operation of law.
- If the parties have agreed on a period within the term of the agreement for the completion of certain work, this is never a deadline. If this term is exceeded, the client must declare Valhal Outdoor to be in default in writing.
Termination of contract of indefinite duration
- The customer may terminate an agreement for a service that has been entered into for an indefinite period of time at any time subject to a notice period of 2 months.
- A consumer has the right to terminate a contract for an indefinite period of time with due observance of a notice period of 1 month.
- Valhal Outdoor retains all intellectual property rights (including copyright, patent law, trademark law, drawing and model law, etc.) to all designs, drawings, writings, carriers with data or other information, quotations, images, sketches, models, models, etc., unless parties have agreed otherwise in writing.
- The client may not copy the said intellectual property rights (or have them copied), show them to third parties and/or make them available to third parties or use them in any other way without prior written permission from Valhal Outdoor.
- The client keeps any information he receives (in whatever form) from Valhal Outdoor secret.
- The same applies to all other information concerning Valhal Outdoor of which he knows or can reasonably suspect that it is secret or confidential, or of which he can expect that its distribution could cause Valhal Outdoor harm.
- The client will take all necessary measures to ensure that the information referred to in paragraphs 1 and 2 is also kept secret.
- The confidentiality obligation described in this article does not apply to information:
- that was already in the public domain before the client learned of this information or that has subsequently become public without this being the result of a breach of the client’s duty of confidentiality
- which is made public by the customer on the basis of a legal obligation
- The confidentiality obligation described in this article applies for the duration of the underlying agreement and for a period of 3 years after its expiry.
- If the other party violates the article of these general terms and conditions on confidentiality or on intellectual property, it will forfeit an immediately payable fine for each violation on behalf of trade name.
- If the other party is a consumer, this fine amounts to € 1,000.
- if the other party is a legal person, this fine amounts to € 5,000
- In addition, the other party shall forfeit 5% of the amount referred to in paragraph 1 for each day that the infringement continues.
- Forfeiture of this penalty shall not require prior notice of default or legal proceedings. There is also no need for any form of damage.
- Forfeiture of the fine referred to in paragraph 1 of this article does not affect Valhal Outdoor’s other rights, including its right to claim compensation in addition to the fine.
The client indemnifies Valhal Outdoor against all claims from third parties relating to the products and/or services supplied by Valhal Outdoor.
- The client must examine a product or service provided by Valhal Outdoor for any shortcomings as soon as possible.
- If a product delivered or service provided does not meet what the client could reasonably expect from the agreement, the client must inform Valhal Outdoor of this as soon as possible, but in any case within 1 month of the shortcomings being discovered.
- Consumers must inform Valhal Outdoor of this within 2 months at the latest after the shortcomings have been discovered.
- In doing so, the client will provide as detailed a description as possible of the shortcoming, so that Valhal Outdoor is able to respond adequately.
- The client must demonstrate that the complaint relates to an agreement between the parties.
- If a complaint relates to work in progress, this can in any case not result in Valhal Outdoor being required to carry out work other than that agreed.
Notice of default
- The client must notify Valhal Outdoor of any notice of default in writing.
- It is the client’s responsibility to ensure that a notice of default actually reaches Valhal Outdoor (on time).
Joint and several liability of the client
If Valhal Outdoor enters into an agreement with several clients, each of them will be jointly and severally liable for the full amounts that they owe Valhal Outdoor on the basis of that agreement.
Liability Valhal Outdoor
- Valhal Outdoor is only liable for any damage suffered by the client if and insofar as such damage is caused by intent or deliberate recklessness.
- If Valhal Outdoor is liable for any loss, it is only liable for direct loss arising from or in connection with the execution of an agreement.
- Valhal Outdoor is never liable for indirect loss, such as consequential loss, loss of profit, lost savings or damage to third parties.
- If Valhal Outdoor is liable, this liability will be limited to the amount paid out by a (professional) liability insurance taken out and, in the absence of (full) payment of the loss amount by an insurance company, the liability will be limited to the (part of the) invoice amount to which the liability relates.
- All images, photographs, colours, drawings, descriptions on the website or in a catalogue are only indicative and are only approximate and cannot give rise to compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.
Any right of the client to compensation from Valhal Outdoor will in any case lapse 12 months after the event from which the liability directly or indirectly arises. This does not exclude the provisions of article 6:89 of the Dutch Civil Code.
Right of dissolution
- The client is entitled to dissolve the contract if Valhal Outdoor fails imputably in the fulfilment of its obligations, unless this failure does not justify the dissolution in view of its special nature or minor importance.
- If it is not permanently or temporarily impossible for Valhal Outdoor to fulfil its obligations, the contract can only be dissolved after Valhal Outdoor is in default.
- Valhal Outdoor is entitled to dissolve the contract with the client if the client fails to fulfil its obligations under the contract in full or on time, or if Valhal Outdoor has become aware of circumstances that give it good grounds to fear that the client will not be able to fulfil its obligations properly.
- In addition to the provisions of article 6:75 of the Dutch Civil Code, any failure on the part of Valhal Outdoor in the fulfilment of any obligation to the client cannot be attributed to Valhal Outdoor in a situation independent of Valhal Outdoor’s will, as a result of which the fulfilment of its obligations to the client is wholly or partially impeded or as a result of which the fulfilment of its obligations cannot reasonably be demanded of Valhal Outdoor.
- The force majeure situation referred to in paragraph 1 also includes – but is not limited to – a state of emergency (such as civil war, uprising, riots, natural disasters, etc.); default and force majeure on the part of suppliers, deliverers or other third parties; unexpected power, electricity, internet, computer and telecoms disruptions; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work stoppages.
- If a situation of force majeure occurs as a result of which Valhal Outdoor is unable to fulfil 1 or more obligations towards the client, those obligations will be suspended until Valhal Outdoor is able to fulfil them again.
- From the moment that a situation of force majeure has lasted for at least 30 calendar days, both parties may dissolve the contract in whole or in part in writing.
- In a situation of force majeure, Valhal Outdoor will not owe any (compensation) compensation, not even if it benefits from any advantage as a result of the force majeure situation.
Amendment of the contract
If, after the conclusion of the contract for its performance, it appears necessary to amend or supplement its content, the parties shall, in good time and by mutual agreement, amend the contract accordingly.
Amendment of general terms and conditions
- Valhal Outdoor is entitled to amend or supplement these general terms and conditions.
- Changes of minor importance can be made at any time.
- As far as possible, Valhal Outdoor will discuss major changes to the content with the client in advance.
- Consumers are entitled to terminate the contract in the event of a substantial change to the general terms and conditions.
Transfer of rights
- The client’s rights arising from an agreement between the parties cannot be transferred to third parties without Valhal Outdoor’s prior written consent.
- This provision applies as a clause with effect under property law as referred to in Section 3:83(2) of the Dutch Civil Code.
Consequences of nullity or voidability
- If one or more provisions of these general terms and conditions prove to be null and void or voidable, this will not affect the other provisions of these terms and conditions.
- In that case, a provision that is null and void or annullable will be replaced by a provision that comes closest to what Valhal Outdoor had in mind when drawing up the terms and conditions on that point.
Applicable law and competent court
- Any agreement between the parties shall be governed exclusively by Dutch law.
- The Dutch court in the district where Valhal Outdoor has its registered office / maintains its practice / maintains its office has exclusive jurisdiction to hear any disputes between the parties, unless the law prescribes otherwise.
Drawn up on 01 January 2020.