General terms and conditions Sample Webshop

Definitions

In these general terms and conditions, the following words have the meaning stated after them, unless the context indicates the contrary:

General terms and conditions means these general terms and conditions for the sample webshop.

Day means calendar day.

Kameleon Solar means the company Kameleon Solar B.V., established at Belder 1, in Roosendaal and registered in the Trade Register of the Chamber of Commerce under number 63546191.

Customer means any legal person or natural person, acting in the course of his profession or business, who enters into or wishes to enter into an agreement with Kameleon Solar.

Website means the website of Kameleon Solar, being https://kameleonsolar.com.

Scope

  1. These general terms and conditions only apply to offers, quotations, agreements made and all ensuing commitments with the customer that run through the Kameleon Solar sample webshop. Insofar as the customer (also) orders other products or services to which special general terms and conditions apply, these are also declared applicable to the agreement between the customer and Kameleon Solar.
  2. These general terms and conditions do not apply to the regular services of Kameleon Solar. Kameleon Solar uses separate general terms and conditions for its regular services and these are also available via the website or on request.
  3. If the customer declares his own general terms and conditions applicable to an agreement with Kameleon Solar or refers to them, Kameleon Solar will not accept those general terms and conditions and the general terms and conditions of Kameleon Solar will prevail, unless explicitly agreed otherwise at an earlier stage.
  4. These general terms and conditions have been communicated to the customer in advance and can always be consulted via the website where they can also be downloaded as a PDF file. The general terms and conditions will be sent free of charge on request.
  5. Everything that is stipulated in these general terms and conditions and in any further agreements for the benefit of Kameleon Solar, is also stipulated for the benefit of third parties engaged by Kameleon Solar.
  6. These general terms and conditions do not apply to offers to and agreements with natural persons who do not act in the course of a profession or business.

Offers/quotations

  1. All offers/quotations from Kameleon Solar are without obligation and can always be revoked by it, even if they contain a term for acceptance. Kameleon Solar can also revoke offers/quotations in writing within seven days of receipt of acceptance, in which case no agreement has been concluded between the parties.
  2. Offers/quotations can only be accepted in writing (including acceptance by fax or electronically). Kameleon Solar is nevertheless entitled to accept a verbal acceptance as if it had been made in writing. If the customer places an order on the Kameleon Solar website, this order is final when the customer presses the order button or receives an order confirmation by e-mail. The moment the customer of Kameleon Solar receives a confirmation by e-mail, a binding agreement is concluded between the parties.
  3. Information contained in advertising material in the broadest sense of the word, such as catalogs, price lists, brochures, third-party websites, etc., is never binding on Kameleon Solar.
  4. Unless explicitly agreed otherwise in writing, measurements, weights and other information are estimates that are as reliable as possible.

Price

  1. All prices applied by Kameleon Solar are based on the price-determining factors known at the time the offer/quotation is issued.
  2. Unless explicitly agreed otherwise in writing, the prices quoted by Kameleon Solar are always exclusive of VAT and exclusive of shipping costs.
  3. Kameleon Solar is entitled to adjust the prices or parts thereof for not yet delivered and/or unpaid goods or services to any changes in price-determining factors, such as raw material prices, wages, taxes, production costs, currency exchange rates, etc.
  4. Kameleon Solar is at all times entitled to adjust prices without delay if a statutory price-determining factor gives cause to do so.

Payment

  1. Kameleon Solar is at all times entitled to demand security from the customer for the correct and timely fulfillment of his payment obligations.
  2. If the delivery takes place in parts, Kameleon Solar can invoice each part separately, unless otherwise agreed in writing with the customer.
  3. In the case of payment default, Kameleon Solar is entitled to suspend or dissolve the performance of the agreement and all related agreements.
  4. All payments must be made to a bank account in the Netherlands to be designated by Kameleon Solar.
  5. Payments made by the customer will always first be used to pay all outstanding interest and costs and subsequently to pay invoices due and payable which have been outstanding for the longest period of time, even if the customer states that the payment concerns a later invoice.
  6. The customer waives any right to set off any mutual amounts owed. Set-off by the customer is not permitted.
  7. If the customer makes electronic payments to Kameleon Solar, including via the Internet and by means of credit cards, the customer does so at his own risk. Kameleon Solar is not liable for damage to the customer which is related to or the result of payments made electronically, via the Internet or by means of credit cards. The provision of credit card details by the customer to Kameleon Solar via the Internet or otherwise is at the customer’s own risk.
  8. Kameleon Solar reserves the right to charge a 50 to 100% deposit for newly registered companies.

Delivery

  1. Unless otherwise agreed in writing, the place of delivery is in all cases the actual place of business of the customer, or the place of business of the customer specified by the customer at the time of the order or of his branch with which the contract was concluded.
  2. The statement of delivery terms in offers/quotations, confirmations and/or contracts are made to the best of our knowledge and they will be observed as much as possible, but they can never be regarded as a deadline.
  3. The customer undertakes to enable Kameleon Solar to make the delivery.
  4. The customer guarantees at his own expense and risk that:
    1. Kameleon Solar will receive all cooperation needed for the performance; 
    2. the ordered goods or services will be taken delivery of; and 
    3. the delivery can take place under normal working conditions, during normal working hours between 08:00 and 18:00.
  5. If the ordered goods or services have been offered to the customer for delivery, but delivery has not proved possible on the grounds that the customer has not fulfilled one of the obligations referred to in paragraphs 3 and 4 above, the purchase is deemed to have been refused. From this moment on, the customer is in default by operation of law without further notice of default from Kameleon Solar being required. The day on which the purchase is refused is deemed to be the delivery date of the ordered goods or services. From this moment on, the goods are also at the risk of the customer, in accordance with the article ‘Risk transfer’ in these general terms and conditions.
  6. Without prejudice to the obligation to pay, the customer in the case referred to in paragraph 5 is obliged to reimburse Kameleon Solar for damage it suffers as a result of the refusal, including costs for storage and transport, the latter costs being based on the customary local rates.

Transfer of risk

Regardless of what Kameleon Solar and the customer have agreed on regarding costs of transport and insurance, the goods remain at the risk of Kameleon Solar, until such time as the customer or the third party or parties engaged by the customer has/have taken actual possession of the goods by signing consignment notes, checklists and/or packing lists or by actual delivery.

Retention of title

  1. Ownership of the goods delivered by Kameleon Solar to the customer will not transfer to the customer until the latter has paid everything Kameleon Solar is owed or may be owed by virtue of all agreements with the customer and services or work performed within that framework.
  2. Notwithstanding the provisions of paragraph 1, the customer is authorized to use the goods he has received from Kameleon Solar within the framework of his normal business operations.
  3. The customer is never authorized to encumber or pledge goods delivered subject to retention of title, to transfer them as security and/or to give them on loan (for consumption) and/or hand them over in any way. Nor is the customer entitled to make any changes to the goods.
  4. If the customer is in default of fulfilling his obligations, Kameleon Solar will be entitled to recover the goods belonging to it, or have them recovered, from the place where they are located, at the expense of the customer.

Complaints

  1. Upon or immediately after delivery, the customer must inspect whether the goods delivered or the services provided comply with the agreement.
  2. The customer cannot rely on the fact that goods delivered or services provided do not comply with the agreement if he fails to conduct this inspection or if he fails to send Kameleon Solar written notice of the defects within the term set out below.
  3. Visible defects must be reported to Kameleon Solar in writing within five working days of delivery or after the relevant services have been performed.
  4. Hidden defects must be reported in writing immediately after the customer has discovered them, but no later than two months after delivery of the goods or provision of the service.
  5. Goods subject to complaints may be returned to Kameleon Solar only with the explicit prior consent of Kameleon Solar. Return shipments must be provided with the original packaging. Return shipments must in all cases be made in accordance with the instructions issued by Kameleon Solar. Kameleon Solar reserves the right to require that the aforementioned items are sent to an address specified by it.
  6. In the event of, in the opinion of Kameleon Solar, well-founded and properly submitted complaints, Kameleon Solar, at its discretion, taking into account the interests of the customer and the nature of the complaint, is obliged to either replace/exchange the goods delivered or services provided or to grant a price discount.
  7. The right to complain lapses if the condition of the item delivered is no longer the same as when the item was delivered.
  8. Complaints about invoices must be submitted in writing within five working days of the date of dispatch of the invoice.

Liability

  1. If either of the parties fails to fulfill one or more of its obligations under the agreement, the other party will give it notice of default, unless the fulfillment of the relevant obligation(s) has already become permanently impossible, in which case the negligent party will be immediately in default. The notice of default will be effected in writing, giving the defaulting party a reasonable period of time within which it can fulfill its obligations after all. This term is considered a final deadline. The liability of Kameleon Solar towards the customer for direct damage in the event of non-performance, late performance or improper performance is limited to the net invoice value of the goods or services concerned, subject, however, to a maximum amount of €200.
  2. The restriction referred to in paragraph 1 also applies if Kameleon Solar is held liable by the customer for other reasons than the agreement concluded between them.
  3. Direct damage or loss is limited to: 
    1. reasonable costs that one party would have to incur to make a performance of the other party conform to the agreement. However, this damage will not be compensated if that other party has dissolved the agreement;
    2. reasonable costs incurred to determine the cause and extent of the damage, insofar as the determination relates to direct damage within the meaning of the general terms and conditions; and/or 
    3. reasonable costs incurred to prevent or limit damage, insofar as the suffering party demonstrates that these costs have led to a reduction of direct damage within the meaning of these terms and conditions.
  4. Kameleon Solar is never liable for indirect damage, including consequential damage, loss of profits, lost savings, damage due to business interruption and all damage that does not fall under direct damage within the meaning of these general terms and conditions.
  5. The limitation of liability does not apply in the event of intent or gross negligence on the part of directors and managers of Kameleon Solar.
  6. Kameleon Solar is never liable for materials made available by the customer to Kameleon Solar in connection with the agreement. The customer undertakes to take out adequate insurance for these materials.
  7. Notwithstanding the foregoing, Kameleon Solar is not liable if the damage is due to intent and/or gross negligence and/or culpable act or improper use or misuse of the goods delivered by the customer.

Indemnity

  1. The customer indemnifies Kameleon Solar insofar as permitted by law, with regard to liability towards one or more third parties, which arose from and/or is related to the performance of the agreement, regardless of whether the damage was caused or inflicted by Kameleon Solar or by its auxiliary person(s), auxiliary goods or delivered goods or services. The customer also indemnifies Kameleon Solar, insofar as permitted by law, against all third-party claims in connection with any infringement of intellectual property rights of these third parties.
  2. The customer is responsible for taking out adequate insurance with regard to the aforementioned risks.
  3. The customer is always obliged to make every effort to limit the damage.

Force majeure and unforeseen circumstances

  1. If compliance on the part of Kameleon Solar or purchase on the part of the customer is delayed by more than one month due to force majeure, each of the parties is authorized – to the exclusion of further rights – to dissolve the agreement in accordance with the law. Anything that has already been paid or performed pursuant to the agreement will then be settled proportionally between the parties.
  2. Force majeure suffered by Kameleon Solar will in any case include: 
    1. the fact that a performance (including a performance by the customer) which Kameleon Solar needs for its own performance, is not delivered to it, or not in time or not correctly; 
    2. strikes;
    3. traffic disruptions;
    4. government measures that prevent Kameleon Solar from fulfilling its obligations in time or correctly;
    5. riots, uprising, war;
    6. extreme weather conditions;
    7. fire; and/or
    8. import, export and/or transit bans.
  3. In the event of unforeseen circumstances of such a nature that the customer cannot in all reasonableness and fairness expect compliance by Kameleon Solar, the court may, at the request of either party, dissolve all or part of the agreement.

Right of retention

Kameleon Solar is authorized to retain all of the customer’s goods already retained by Kameleon Solar until the customer has fulfilled all his obligations towards Kameleon Solar, which are directly or sufficiently related to the goods in question. If Kameleon Solar loses control of goods that fall under this right, Kameleon Solar is entitled to claim these goods as if it were the owner.

Dissolution

  1. In the cases described below and insofar as granted below, each of the parties has the right to terminate the agreement, in whole or in part, without further notice of default and judicial intervention, with immediate effect:
    1. when the other party has applied for or obtained a moratorium on payments or when the other party has been declared bankrupt;
    2. when the other party’s business is liquidated voluntarily or involuntarily;
    3. when the business of the other party merges or is taken over; 
    4. when a substantial part of the assets of the other party are seized; and/or
    5. when other circumstances arise in which continuation of the agreement cannot reasonably be expected.
  2. Each of the parties is entitled to dissolve the agreement only if – after a proper written notice of default that is as detailed as possible and includes a proposal for a reasonable period for remedying the shortcoming – the other party imputably fails in the fulfillment of essential obligations under the agreement and provided this shortcoming justifies dissolution.
  3. If the agreement is dissolved, the claims of Kameleon Solar against the customer are immediately due and payable. If Kameleon Solar suspends the fulfillment of obligations, it will not affect its statutory rights or any entitlements under the agreement.
  4. Kameleon Solar always reserves the right to claim compensation.

Intellectual property

  1. Kameleon Solar guarantees that the goods it delivers as such do not infringe Dutch patent rights, design rights or other industrial or intellectual property rights of third parties.
  2. If Kameleon Solar nevertheless has to acknowledge, or if a Dutch court in legal proceedings issues a decision, that is no longer open to appeal, to the effect that any good delivered by Kameleon Solar does infringe any third-party rights mentioned above, Kameleon Solar will, at its discretion and after consulting the customer, replace the good in question with a good that does not infringe the right in question or will secure the relevant licensing right, or take back the good in question against a refund of the relevant price paid, minus the customary depreciation, without being obliged to pay any further compensation.
  3. However, the customer loses the right to the performances referred to in paragraph 2 if he fails to notify Kameleon Solar as such in time and completely of the third-party rights as mentioned above in this article, as a result of which Kameleon Solar has also been unable to properly defend its rights in this regard.

Transfer

Without written permission from Kameleon Solar, the customer is not permitted to transfer rights and obligations arising from the agreement to third parties.

Privacy and security

  1. Kameleon Solar respects the customer’s privacy. Kameleon Solar handles and processes all personal data provided to it in accordance with the applicable legislation, in particular the General Data Protection Regulation. The customer consents to this processing. To protect the customer’s personal data, Kameleon Solar applies appropriate security measures.
  2. For more information about privacy, reference is made to the website of Kameleon Solar.

Other

  1. Any derogations from these general terms and conditions can only be agreed on in writing. No rights can be derived from such derogations with regard to legal relationships entered into subsequently.
  2. Subject to proof to the contrary, the records of Kameleon Solar serve as proof of the requests made and/or orders placed by the customer. The customer acknowledges that electronic communications can serve as proof.
  3. If and insofar as any provision in the general terms and conditions is declared null and void or is nullified, the other provisions of these general terms and conditions will remain in full force. In that case, Kameleon Solar will stipulate a new provision that replaces the void/nullified provision, which will reflect the purport of the void/nullified provision as closely as possible.
  4. The place of performance of the agreement is deemed to be the place where Kameleon Solar has its place of business.

Applicable law and choice of forum

  1. All disputes between Kameleon Solar and the customer, which may arise as a result of an agreement concluded between Kameleon Solar and the customer, or agreements resulting therefrom, will, unless Kameleon Solar and the customer have made other agreements in that respect in writing, in the first instance be settled by the competent court in the place of business or the district of Kameleon Solar.
  2. Only Dutch law applies to agreements and all ensuing non-contractual obligations between Kameleon Solar and the customer which these general terms and conditions relate to. The 1980 Vienna Sales Convention is explicitly excluded.
© 2021 Kameleon Solar

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