Terms and Conditions
Article 1 - Definitions
1. Deli United BV / Spoon Moment , established in Aalsmeer , Chamber of Commerce number 59703326, is referred to in this general terms and conditions referred to as seller.
2. The seller's counterparty is referred to as the buyer in these general terms and conditions.
3. The parties are the seller and the buyer together.
4. The agreement means the purchase agreement between the parties.
Article 2 - Applicability of 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. Deviation from these terms and conditions is only possible if this has been expressly agreed in writing by the parties.
Article 3 - Payment
1. The full purchase price is always paid immediately in the webshop. When making reservations, in some cases a deposit expected. In that case, the buyer will receive proof of the reservation and the prepayment.
2. If the buyer does not pay on time, he is in default. If the buyer remains in default, the seller is entitled to until the buyer has fulfilled his payment obligation.
3. If the buyer remains in default, the seller will proceed to collection. The costs related to that collection shall be borne by the buyer. These collection costs are calculated on the basis of the Reimbursement Decree for extrajudicial collection costs.
4. In the event of liquidation, bankruptcy, attachment or suspension of payment of the buyer, the seller's claims are immediately due and payable to the buyer.
5. If the buyer refuses to cooperate with the execution of the order by the seller, he is still obliged to
agreed price to be paid to the seller.
Article 4 - Offers, quotations and price
1. Offers are without obligation, unless a term of acceptance is stated in the offer. Isn't the offer accepted within that term, the offer will lapse.
2. Delivery times in quotations are indicative and do not entitle the buyer to dissolution or termination if these are exceeded compensation, unless the parties have expressly agreed otherwise in writing.
3. Offers and quotations do not automatically apply to repeat orders. The parties must do this expressly and agree in writing.
4. The price stated on offers, quotations and invoices consists of the purchase price including the VAT owed and any other government taxes.
Article 5 - Right of withdrawal
1. The consumer has the right to cancel the agreement within 14 days after receipt of the order without notice of reasons (right of withdrawal). The term starts to run from the moment the (entire) order is placed received by the consumer.
2. There is no right of withdrawal if the products are made to measure according to its specifications or only have a short shelf life.
3. The consumer can use a withdrawal form from the seller. The seller is obliged to do this immediately after the question from the buyer to the buyer.
4. During the reflection period, the consumer will handle the product and the packaging with care. He will get the product only unpack or use 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 unused and undamaged product with all accessories supplied and - if reasonably possible - in the original shipping packaging to the seller return, in accordance with the reasonable and clear instructions provided by the entrepreneur.
Article 6 - Amendment of the agreement
1. If during the execution of the agreement it appears that it is necessary for the proper execution of the assignment is necessary to change or supplement the work to be performed, the parties will adjust in a timely manner and in mutual agreement negotiate the agreement accordingly.
2. If the parties agree that the agreement will be amended or supplemented, the time of completion of implementation will be affected. The seller will inform the buyer of this as soon as possible.
3. If the amendment or addition to the agreement has financial and/or qualitative consequences, seller and buyer about this in writing in advance.
4. If the parties have agreed on a fixed price, the seller will indicate to what extent the change or addition to the agreement results in this price being exceeded.
5. Contrary to the provisions of the third paragraph of this article, the seller cannot charge additional costs if the change or addition is the result of circumstances that can be attributed to him.
Article 7 - Completion and transfer of risk
1. As soon as the purchased item has been received by the buyer, the risk is transferred from seller to buyer.
Article 8 - Research and complaints
1. The buyer is obliged to deliver the delivered at the time of delivery, but in any case within the shortest possible time term to investigate. In doing so, the buyer should investigate whether the quality and quantity of the delivered goods correspond to what the parties have agreed, at least that quality and quantity meet the requirements that apply to it in normal (commercial) traffic.
2. Complaints regarding damage, shortages or loss of delivered goods must be submitted within 10 working days after the day of delivery of the goods, must be submitted in writing to the seller by the buyer.
3. If the complaint is declared well-founded within the stipulated period, the seller has the right to either repair or redelivery, or to waive delivery and send the buyer a credit note for that part of the purchase price.
4. Minor and/or industry standard deviations and differences in quality, number, size or finish are not allowed be against the seller.
5. Complaints regarding a certain product do not affect other products or parts associated with the same agreement.
6. After the goods have been processed by the buyer, no further complaints will be accepted.
Article 9 - Samples and models
1. If a sample or model has been shown or provided to the buyer, it is presumed to be only an indication
provided without the item to be delivered having to comply with it. This is different if the parties are expressly
agreed that the item to be delivered will correspond to this.
2. In the case of agreements relating to immovable property, the surface or other dimensions and
indications also presumed to be only intended as an indication, without the good to be delivered needing this
Article 10 - Delivery
1. Delivery takes place 'ex works/shop/warehouse'. This means that all costs are for the buyer.
2. The buyer is obliged to take delivery of the goods at the moment that the seller delivers them or has them delivered to him, or at the moment at which these goods are made available to him in accordance with the agreement.
3. If the buyer refuses to accept or is negligent in providing information or instructions necessary for delivery, the seller is entitled to store the item at the buyer's expense and risk.
4. If the goods are delivered, the seller is entitled to charge any delivery costs.
5. If the seller needs information from the buyer for the execution of the agreement, the delivery time will commence after the buyer has made this information available to the seller.
6. A delivery term specified by the seller is indicative. This is never a deadline. When exceeded of the term, the buyer must give the seller written notice of default.
7. The seller is entitled to deliver the goods in parts, unless the parties have agreed otherwise in writing or no independent value can be attributed to partial delivery. In case of delivery in parts, the seller is entitled to these parts to be invoiced separately.
Article 11 - Force majeure
1. If the seller cannot, not timely or not properly fulfill its obligations under the agreement due to force majeure, then he is not liable for damage suffered by the buyer.
2. By force majeure, the parties mean in any case any circumstance with which the seller at the time of entering into of the agreement could not take into account and as a result of which the normal performance of the agreement cannot reasonably be required by the buyer, such as illness, war or danger of war, civil war and riot, molestation, sabotage, terrorism, power failure, flood, earthquake, fire, occupation, strikes, lockouts, changed government measures, transport difficulties, and other disruptions in the seller's business.
3. In addition, the parties understand force majeure to mean the circumstance that supply companies on which the seller depends is for the execution of the agreement, does not fulfill the contractual obligations towards the seller, unless this is attributable to the seller.
4. If a situation as referred to above occurs as a result of which the seller does not fulfill its obligations towards the buyer, those obligations will be suspended as long as the seller does not fulfill his obligations can meet. If the situation referred to in the previous sentence has lasted for 30 calendar days, the parties have the right to to dissolve the agreement in whole or in part in writing.
5. In the event that the force majeure continues for more than three months, the buyer has the right to terminate the agreement with immediate effect to cancel entrance. Dissolution can only be done by registered letter.
Article 12 - Transfer of rights
1. Any party's rights under this Agreement are not transferable without the prior written notice consent of the other party. This provision applies as a stipulation with property law effect as referred to in Section 3:83(2) of the Dutch Civil Code.
Article 13 - Retention of title and right of retention
1. The goods present at the seller and the goods and parts delivered remain the property of the seller until the buyer full agreed price. Until that time, the seller can invoke its retention of title and the take things back.
2. If the agreed amounts to be paid in advance are not paid or are not paid on time, the seller has the right to suspend the work until the agreed part has been paid. Then there is creditor default. In that case, a late delivery cannot be invoked against the seller.
3. The seller is not authorized to pledge the goods falling under its retention of title, nor to any other way to object.
4. The seller undertakes to insure and to insure the goods delivered to the buyer subject to retention of title against fire, explosion and water damage as well as against theft and to make the policy available for inspection on first request to give.
5. If goods have not yet been delivered, but the agreed advance payment or price is not in accordance with the agreement fulfilled, the seller has the right of retention. In that case, the item will not be delivered until the buyer is complete and in accordance with appointment paid.
6. In the event of liquidation, insolvency or suspension of payment of the buyer, the buyer's obligations are immediately due.
Article 14 - Liability
1. Any liability for damage arising from or in connection with the execution of a agreement, is always limited to the amount that in the relevant case by the concluded liability insurance(s) is paid out. This amount is increased by the amount of the risk according to the relevant policy.
2. Not excluded is the seller's liability for damage resulting from intent or deliberate recklessness of the seller or his managerial subordinates.
Article 15 - Complaint obligation
1. The buyer is obliged to immediately report complaints about the work performed to the seller. The complaint contains a detailed possible description of the shortcoming, so that the seller is able to respond adequately.
2. If a complaint is justified, the seller is obliged to repair the good and possibly replace it.
Article 16 - Warranties
1. If guarantees are included in the agreement, the following applies. Seller guarantees that it sold conforms to the agreement, that it will function without defects and that it is suitable for the use that the buyer intends to make of it. This warranty is valid for a period of two calendar years after receipt of the item sold by the buyer.
2. The guarantee referred to serves to create such a risk distribution between seller and buyer that the consequences of a breach of a warranty are always fully at the expense and risk of the seller and that the seller can never invoke Article 6:75 of the Dutch Civil Code with regard to an infringement of a guarantee. The stipulation in the previous sentence also applies if the infringement was known to the buyer or could have been known by conducting an investigation.
3. The aforementioned guarantee does not apply if the defect has arisen as a result of injudicious or improper use or when - without permission - the buyer or third parties have made or attempted changes or have used the purchased item for purposes for which it is not intended.
4. If the warranty provided by the seller relates to an item produced by a third party, the warranty is
limited to the warranty provided by that manufacturer.
Article 17 - Intellectual property
1. Deli United BV / Spoon Moment retains all intellectual property rights (including copyright, patent law, trademark law, drawing and model law, etc.) on all products, designs, drawings, writings, carriers with data or other information, quotations, images, sketches, models, scale models, etc., unless the parties have agreed otherwise in writing.
2. The customer may not use said intellectual property rights without the prior written consent of Deli United BV / Spoon Moment (or have it copied), show it to third parties and/or make it available or in any other way to use.
Article 18 - Amendment of general terms and conditions
1. Deli United BV / Spoon Moment is entitled to amend or supplement these general terms and conditions.
2. Minor changes can be made at any time.
3. Deli United BV / Spoon Moment will make major changes to the content in advance with the customer as much as possible discuss.
4. Consumers are entitled to terminate the agreement in the event of a substantial change to the general terms and conditions say.
Article 19 - Applicable law and competent court
1. Only Dutch law applies to every agreement between the parties.
2. The Dutch court in the district where Deli United BV / Spoon Moment is located is exclusive
authorized to take cognizance of any disputes between the parties, unless the law prescribes otherwise.
3. The applicability of the Vienna Sales Convention is excluded.
4. When in legal proceedings one or more provisions of these general terms and conditions are deemed unreasonable are regarded as onerous, the other provisions will remain in full force and effect.
These general terms and conditions apply from: 01 November 2022