General terms and conditions for business
These General Terms and Conditions apply to the delivery of products, services and/or digital content by the trader to business customers who purchase these for their own use. The Entrepreneur does not deliver products, services and/or digital content to business customers who are wholesalers or resellers.
Table of contents
Article 1 Definitions
Article 2 Identity of the entrepreneur
Article 3 Applicability
Article 4 The offer
Article 5 The Agreement
Article 6 The price
Article 7 Fulfilment of agreement and additional guarantee
Article 8 Delivery and execution
Article 9 Payment
Article 10 Retention of title
Article 11 Advertising and right of withdrawal
Article 12 Duration transactions: duration, cancellation and renewal
Article 13 Liability
Article 14 Indemnification
Article 15 Force majeure
Article 16 Complaints procedure
Article 17 Disputes
Article 18 Amendment of General Terms and Conditions
Article 1 Definitions
In these terms and conditions, the following terms shall have the following meanings:
- Ancillary contract: a contract whereby the customer acquires products, digital content and/or services in connection with a distance contract and these products, digital content and/or services are supplied by the trader or by a third party on the basis of an agreement between that third party and the trader;
- Day: calendar day;
- Digital content: data produced and delivered in digital form;
- Door-to-door agreement: an agreement that extends to the regular delivery of products, services and/or digital content during a certain period of time;
- Durable data carrier: every tool - including e-mail - that enables the customer or the entrepreneur to store information that is addressed to him personally, in a way that allows for future consultation or use during a period of time that is tailored to the purpose for which the information is intended, and which allows for the unaltered reproduction of the stored information;
- Customer: the natural or legal person who acts in the exercise of his profession or business and who purchases products, services and/or digital content for his own use from the entrepreneur;
- Entrepreneur: the natural or legal person who offers products, (access to) digital content and/or services to customers at a distance;
- Distance contract: an agreement that is concluded between the entrepreneur and the customer as part of an organised system for distance selling of products, digital content and/or services, whereby until the conclusion of the agreement exclusive or joint use is made of one or more techniques for distance communication;
- In writing: written communication includes communication by e-mail, fax or any other electronic medium, provided that the identity of the sender and the integrity of the medium of communication are sufficiently established.
- Technique for distance communication: means that can be used for concluding an agreement, without the customer and the entrepreneur having to meet in the same room at the same time.
- Website: the webshop of the entrepreneur on which products, digital content and/or services are offered, which can be purchased by customers.
Article 2 - Identity of the entrepreneur
Name of Entrepreneur: Het Portaal Media B.V.
Trading under the name: Portal Check
Visiting and postal address: Veerdijk 40-i, 1531 MS Wormer
Phone number: 075-6475747
Availability: Monday to Friday from 8:30 a.m. to 5:30 p.m.
E-mail address: email@example.com
Chamber of Commerce number: 77747895
Article 3 - Applicability
- These general terms and conditions apply to every offer made by the Entrepreneur and to every distance contract concluded between the Entrepreneur and the Customer.
- The applicability of any purchasing or other conditions of the customer is expressly rejected.
- Before the remote agreement is concluded, the text of these general conditions shall be made available to the customer. If this is not reasonably possible, the entrepreneur will indicate, before the remote agreement is concluded, how the general conditions can be viewed at the entrepreneur's premises and that they will be sent to the customer free of charge as soon as possible, at his request.
- If the distance contract is concluded electronically, then, contrary to the previous paragraph, and before the distance contract is concluded, the text of these general terms and conditions may be made available to the customer electronically, in such a way that the customer can easily store them on a durable data carrier. If this is not reasonably possible, before the agreement at a distance is concluded, it will be indicated where the general terms and conditions can be viewed electronically and that they will be sent to the customer free of charge, at his request, either electronically or in some other way.
- In the event that specific product or service conditions apply in addition to these general terms and conditions, the third and fourth paragraphs shall apply mutatis mutandis and, in the event of conflicting conditions, the customer may always rely on the applicable provision which is the most favourable to him.
- If one or more provisions in these general terms and conditions prove to be invalid (in whole or in part), the other provisions will remain fully in force. In such a case, the entrepreneur will replace the invalid part of these general terms and conditions with provisions that are valid and whose legal consequences correspond as much as possible to those of the invalid part, taking into account the content and the tenor of the general terms and conditions.
Article 4 - The offer
- If an offer is of limited duration or is made subject to conditions, this shall be expressly stated in the offer.
- The offer contains a complete and accurate description of the products, digital content and/or services offered. The description is sufficiently detailed to allow the customer to properly assess the offer. If the entrepreneur uses images, these are a true reflection of the products, services and/or digital content offered.
- Each offer contains such information that it is clear to the customer what rights and obligations are attached to accepting the offer.
- The contents of the website and the offer have been compiled with the greatest care. However, the entrepreneur cannot guarantee that all information on the website is correct and complete at all times. All prices, the offer and other information on the website and in other materials originating from the entrepreneur are therefore subject to obvious errors and mistakes (including programming and typing errors).
Article 5 - The Agreement
- Subject to the provisions in paragraphs 4 and 5, the agreement comes into effect when the customer accepts the offer and fulfils the conditions set out therein.
- If the customer has accepted the offer electronically, the entrepreneur shall immediately confirm receipt of acceptance of the offer electronically. As long as the receipt of this acceptance has not been confirmed by the entrepreneur, the customer can dissolve the agreement.
- If the agreement is created electronically, the entrepreneur will take appropriate technical and organisational measures to secure the electronic transfer of data and will ensure a safe web environment. If the Customer can pay electronically, the Entrepreneur will observe appropriate security measures.
- The entrepreneur can, within legal frameworks, inform himself whether i) the customer can meet his payment obligations and ii) the customer purchases the ordered products, services and/or digital content for his own use or for resale, as well as all those facts and factors which are important for a responsible conclusion of the remote agreement. If, on the basis of this investigation, the entrepreneur has good reason not to enter into the agreement, he is entitled to refuse an order or application or to attach special conditions to its implementation. The entrepreneur who, on the basis of the research, refuses the order or application or makes the execution subject to special conditions, shall inform the customer of this as soon as possible but no later than three (3) days after the conclusion of the agreement, stating the reasons.
- The customer is prohibited from selling or reselling the ordered products, services and/or digital content to wholesalers, retailers or end-users on a commercial basis. If, after the conclusion of the agreement, the entrepreneur discovers or has good reason to believe that the customer is violating this prohibition, the entrepreneur is at all times entitled to immediately terminate the agreement, to suspend it or to take other measures, without the customer being able to claim any compensation for costs or damages and the customer being liable for all damages suffered by the entrepreneur.
- If it turns out that incorrect information was provided by the customer when accepting or otherwise entering into the contract, the entrepreneur is entitled to fulfil his obligation only after the correct information has been received.
- No later than at the time of delivery of the product, service or digital content, the Entrepreneur shall send the Customer the following information in writing or in such a way that the Customer can store it in an accessible manner on a durable data carrier:(a) the visiting address of the establishment of the entrepreneur where the customer can go with complaints;(b) the manner and conditions for possible returns;(c) the information on guarantees and existing service after purchase;(d) the price including all taxes of the product, service or digital content; if applicable, the costs of delivery; and the method of payment, delivery or implementation of the remote agreement; and(e) the requirements for termination of the agreement if the agreement has a duration of more than one year or is indefinite.8. In the event of a continuing performance contract, the provision in the previous paragraph shall apply only to the first delivery.
Article 6 - The price
- During the validity period mentioned in the offer, the prices of the products, services and/or digital content offered will not be increased, except for price changes due to changes in VAT rates or fluctuations in the financial market over which the entrepreneur has no influence.
- If the offer does not state a validity period, the prices stated are without obligation and can be adjusted by the entrepreneur at any time.
- Price increases within 3 months after the conclusion of the agreement are only allowed if they are the result of statutory regulations or provisions.
- Price increases from 3 months after the conclusion of the agreement are only allowed if the entrepreneur has stipulated it and:(a) they are the result of legal regulations or provisions; or(b) the customer has the authority to terminate the agreement from the day on which the price increase takes effect.
- The prices stated on the website in the offer of products, services and/or digital content are both inclusive and exclusive of VAT.
- If the Customer purchases at least one package or more of products, services and/or digital content in one order, the Entrepreneur is entitled to charge the Customer for different shipping costs.
Article 7 - Fulfilment of agreement and additional guarantee
- The trader guarantees that the products, services and/or digital content comply with the contract, with the specifications stated in the offer, with reasonable requirements of reliability and/or serviceability and with the existing statutory provisions and/or government regulations on the date that the contract was concluded. If agreed, the entrepreneur also guarantees that the product is suitable for other than normal use.
- An additional guarantee provided by the entrepreneur, his supplier, manufacturer or importer never limits the legal rights and claims that the customer can assert against the entrepreneur on the basis of the agreement if the entrepreneur has failed to fulfil his part of the agreement.
- The (additional) guarantee does not cover defects in the products, services and/or digital content caused by normal wear and tear, or by damage resulting from circumstances beyond the Entrepreneur's control, including weather conditions or damage caused during transport by the Customer.
- All forms of guarantee lapse if the products, services and/or digital content have been used incorrectly or carelessly.
Article 8 - Delivery and execution
- The entrepreneur will take the greatest possible care when receiving and implementing orders for products and/or digital content and in assessing applications for the provision of services.
- The place of delivery is the address that the customer has given to the entrepreneur.
- Subject to what is stated in Article 4 of these General Terms and Conditions, the Entrepreneur shall execute accepted orders with convenient speed but at the latest within 30 days, unless a different delivery period has been agreed. If the delivery is delayed, or if an order cannot be filled or can be filled only partially, the client will be informed about this within 30 days after the order was placed. In that case, the customer has the right to dissolve the agreement without costs.
- After termination in accordance with the previous paragraph, the entrepreneur will refund the amount the customer has already paid as soon as possible, but no later than 30 days after termination.
- Once the order has been received by the Company, the Company will send the Products as soon as possible, subject to the provisions in paragraph 3 of this article.
- The risk of damage and/or loss of products rests with the Entrepreneur up to the moment of delivery to the Customer or a representative designated in advance and made known to the Entrepreneur, unless expressly agreed otherwise.
- The entrepreneur has the right to engage third parties for the execution of the obligations arising from the agreement.
Article 9 - Payment
- Unless otherwise stipulated in the agreement or additional terms and conditions, the amounts owed by the customer must be paid within 14 days after the agreement is concluded. In case of an agreement for the provision of a service, this period shall commence on the day after the customer has received the confirmation of the agreement.
- The Customer is obliged to report any inaccuracies in payment data provided or stated to the Entrepreneur without delay.
- If the client does not fulfil his payment obligation(s) on time, after the entrepreneur has pointed out the lateness of the payment and given the client a period of 14 days to fulfil his payment obligations, and if payment has not been made within this 14-day period, the client shall owe statutory interest on the outstanding amount, and the entrepreneur has the right to charge extrajudicial collection costs. These collection costs amount to a maximum of: 15% for outstanding amounts up to € 2,500; 10% for the following € 2,500; and 5% for the following € 5,000, with a minimum of € 40. The Contractor may deviate from the aforementioned amounts and percentages in favour of the Client.
Article 10 - Retention of title
- All items delivered by the entrepreneur as part of the agreement remain the property of the entrepreneur until the client has properly fulfilled all obligations from the agreement(s) entered into with the entrepreneur, including the purchase price, any surcharges, interest, taxes, costs and compensation.
- Goods delivered by the entrepreneur, which fall under the reservation of ownership in accordance with paragraph 1, may not be resold and may never be used as a means of payment. The client is not authorised to pledge or encumber in any way the items covered by retention of title.
- The customer must always do everything that can reasonably be expected of him to safeguard the property rights of the entrepreneur.
- If third parties seize goods supplied subject to retention of title or wish to establish or assert rights over them, the customer is obliged to inform the entrepreneur of this immediately.
- In the event that the entrepreneur wishes to exercise his property rights as indicated in this article, the client gives unconditional and irrevocable permission in advance to the entrepreneur and third parties to be appointed by the entrepreneur to enter all those places where the property of the entrepreneur is located and to take back the items.
Article 11 - Complaints and right of withdrawal
- The customer is obliged to inspect the delivered goods for defects immediately after the products, services and/or digital content have been made available to him. In doing so, the customer must examine whether the quality and/or quantity corresponds to what was agreed upon.
- When purchasing products, services and/or digital content, the Customer has the option of dissolving the contract without giving reasons for a period of 14 days. This period commences on the day following receipt or availability of the products, services and/or digital content by/to the customer or a representative designated by the customer and communicated to the entrepreneur. This possibility to dissolve is excluded for products, services and/or digital content that I) have been ordered especially for the customer or II) of which the packaging has been opened.
- During the period mentioned in the previous paragraph, the Customer will handle the products, services and/or digital content and any packaging with care. If the Customer exercises his right of withdrawal, he will return the products, services and/or digital content with all accessories supplied, in the original condition and in the original and unopened packaging to the Entrepreneur in accordance with the reasonable and clear instructions provided by the Entrepreneur.
- If a defect is reported after the period mentioned in paragraph 2, the customer is no longer entitled to repair, replacement or compensation.
- If products, services and/or digital content are returned in their original condition, in the original unopened packaging and with all delivered accessories after the period mentioned in paragraph 2 has expired, the entrepreneur can charge the customer for restocking costs.
Article 12 - Continuing Agreements: Term, Termination and Extension
- The Customer may terminate an agreement entered into for an indefinite period of time and which extends to the regular delivery of products (including electricity), digital content or services at any time subject to the agreed termination rules and a notice period of one month.
- A fixed-term contract that has been concluded for the regular supply of products (including electricity), digital content or services is tacitly extended by the same period as agreed.
- The Customer may terminate a fixed-term contract for the regular supply of products (including electricity), digital content or services at any time at the end of the fixed-term with due observance of the agreed termination rules and a one-month notice period.
- The customer may terminate the agreements mentioned in the previous paragraphs in writing.
- The above-mentioned periods of notice shall apply accordingly to terminations by the entrepreneur.
Article 13 - Liability
- Except in the case of intent or gross negligence, the Entrepreneur's total liability to the Customer, for whatever reason, is limited per event (whereby a related series of events is regarded as a single event) to a maximum payment of the price stipulated in the contract (including VAT). In the event of a continuing performance contract, the aforementioned liability shall be limited to reimbursement of the amount that the Customer owed the Entrepreneur in the month in which the damage occurred.
- Liability of the entrepreneur towards the customer for indirect damages, including in any case lost profit, consequential damages, loss of data, missed savings and damages due to business stagnation is explicitly excluded.
- The entrepreneur is not liable for damage of any kind, which has arisen because the entrepreneur has relied on incorrect and/or incomplete information provided by or on behalf of the customer.
- A condition for any right to compensation is always that the customer reports the damage in writing to the entrepreneur as soon as possible, but at the latest within 14 days after the damage has occurred.
Article 14 - Indemnification
- The client indemnifies the entrepreneur against any claims by third parties, who suffer damage in connection with the implementation of the agreement and of which the cause of the damage is not attributable to the entrepreneur.
- If the entrepreneur is held liable by third parties for this reason, the client is obliged to assist the entrepreneur both extra-judicially and judicially and to immediately do everything that may be expected of him in that case. Should the client fail to take adequate measures, then the entrepreneur is entitled to do so himself without delay. All costs and damages incurred by the entrepreneur and third parties as a result will be fully at the expense and risk of the client.
Article 15 - Force majeure
- The entrepreneur is not obliged to fulfil any obligation towards the client if the entrepreneur is hindered in doing so as a result of a circumstance that is not due to any fault of his own and that he cannot be held accountable for by law, a legal act or generally accepted practice.
- In these general terms and conditions, force majeure is understood to mean, in addition to what is understood in this regard in the law and in case law, all external causes, foreseen and unforeseen, over which the entrepreneur cannot exercise any control, but as a result of which the entrepreneur is unable to fulfil his obligations. The entrepreneur also has the right to invoke force majeure if the circumstance that prevents (further) compliance with the contract occurs after the entrepreneur should have complied with his obligation.
- The entrepreneur can suspend the obligations from the agreement during the period that the force majeure lasts. If this period lasts longer than two months, each of the parties has the right to dissolve the contract, without any obligation to compensate damage to the other party.
- Insofar as the Entrepreneur has partially fulfilled his obligations arising from the Contract or will be able to fulfil them at the time when Force Majeure arises, and insofar as independent value can be attached to the part already fulfilled or still to be fulfilled, the Entrepreneur has the right to invoice the part already fulfilled or still to be fulfilled separately. The Client is obliged to pay this invoice as if it were a separate Contract.
Article 16 - Complaints procedure
- The entrepreneur has a sufficiently publicised complaints procedure and deals with the complaint in accordance with this complaints procedure.
- Complaints about the implementation of the contract must be submitted to the entrepreneur in a complete and clearly defined manner within a reasonable period of time after the customer has discovered the defects.
- Complaints submitted to the entrepreneur shall be answered within a period of 14 days, calculated from the date of receipt. If a complaint requires a foreseeably longer processing time, the entrepreneur will respond within the period of 14 days with a notice of receipt and an indication of when the customer can expect a more detailed answer.
Article 17 - Disputes
- Contracts between the entrepreneur and the client to which these general terms and conditions apply are exclusively governed by Dutch law.
- Disputes that may arise as a result of offers from or agreements with the entrepreneur and that cannot be settled in mutual consultation will be submitted to the judgment of the competent court in the district of Midden-Nederland.
Article 18 - Amendment of general terms and conditions
- The entrepreneur reserves the right to change these terms and conditions unilaterally.
- The version valid at the time of the conclusion of the relevant legal relationship with the entrepreneur shall always apply. The customer is advised to regularly check the general terms and conditions for changes.