General terms and conditions
General Terms and Conditions Home Shopping Online
The general terms and conditions of online sales apply to all sales to consumers via the online web store. These general conditions of sale are in accordance with the conditions of Thuiswinkel.org and these can also be downloaded here:
Algemene Voorwaarden Thuiswinkel Proluca 2022
These General Terms and Conditions of the Dutch Thuiswinkel Organization (hereafter referred to as Thuiswinkel.org) were drawn up in consultation with the Consumers' Association within the framework of the Self-Regulation Coordination Group (CZ) of the Social and Economic Council and will take effect on June 1, 2014.
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 - Right of withdrawal
Article 7 - Obligations of the consumer during the withdrawal period
Article 8 - Exercise of the right of withdrawal by the consumer and costs thereof
Article 9 - Obligations of the trader in the event of withdrawal
Article 10 - Exclusion of the right of withdrawal
Article 11 - The price
Article 12 - Performance and additional warranty
Article 13 - Delivery and execution
Article 14 - Duration transactions: duration, termination and extension
Article 15 - Payment
Article 16 - Complaints procedure
Article 17 - Disputes
Article 18 - Branch guarantee
Articele 19 - Additional or different stipulations
Article 20 - Amendments to the General Terms and Conditions for Home-Shopping
Article 1 - Definitions.
In these terms and conditions, the following definitions shall apply:
- Ancillary contract: a contract whereby the consumer acquires products, digital content and/or services in connection with a distance contract and these items, digital content and/or services are provided by the entrepreneur or by a third party on the basis of an agreement between that third party and the entrepreneur;
- Grace period: the period within which the consumer can exercise his right of withdrawal;
- Consumer: the natural person who is not acting for purposes related to his trade, business, craft or profession;
- Day: calendar day;
- Digital content: data produced and delivered in digital form;
- Long-term contract: a contract for the regular supply of goods, services and/or digital content for a specified period;
- Durable data carrier: every tool - including e-mail - that enables the consumer or entrepreneur to store information that is addressed to him personally, in a way that allows future consultation or use during a period that is tailored to the purpose for which the information is intended, and that allows unaltered reproduction of the stored information;
- Right of withdrawal: the consumer's option to waive the distance contract within the cooling-off period;
- Trader: the natural or legal person who is a member of Thuiswinkel.org and offers products, (access to) digital content and/or services to consumers at a distance;
- Distancecontract: a contract concluded between the trader and the consumer within the framework of an organized system for the distance sale of products, digital content and/or services, whereby, up to and including the conclusion of the contract, exclusive or joint use is made of one or more techniques for distance communication;
- Model withdrawal form: the European model withdrawal form included in Annex I of these terms and conditions; Annex I does not have to be made available if the consumer does not have a right of withdrawal in respect of his order;
- Technique for distance communication: means that can be used for concluding an agreement, without the consumer and entrepreneur having to be together in the same room at the same time.
Article 2 - Identity of the entrepreneur
Name of Entrepreneur: Proluca B.V.
Acting under the name(s): Proluca, Proluca Interiors, Proluca Boutique
Visiting address: Naarderstraat 30, 1251 BC Laren
Telephone number: +31 35 303 9468
Monday to Saturday from 10:00 to 18:00
E-mail address: [email protected]
Chamber of Commerce number: 77534239
VAT number: NL861038174B01
Article 3 - Applicability
- These general conditions apply to any offer from the entrepreneur and any distance contract concluded between entrepreneur and consumer.
- Before the distance contract is concluded, the text of these general conditions will be made available to the consumer. If this is not reasonably possible, before the distance contract is concluded, the entrepreneur will indicate in what way the general conditions can be inspected at the entrepreneur's premises and that, at the consumer's request, they will be sent free of charge as soon as possible.
- If the distance contract is concluded electronically, notwithstanding the preceding paragraph and before the distance contract is concluded, the text of these general conditions may be made available to the consumer electronically in such a way that it can be stored by the consumer 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 inspected electronically and that, at the consumer's request, they will be sent electronically or otherwise free of charge.
- In the event that in addition to these general conditions also specific product or service conditions apply, the second and third paragraphs apply by analogy and in the event of conflicting conditions the consumer can always rely on the applicable provision that is most favorable to him.
Article 4 - The offer
- If an offer has a limited period of validity or is made subject to conditions, this will be explicitly 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 enable a proper assessment of the offer by the consumer. If the entrepreneur uses images, these are a true representation of the products, services and / or digital content offered. Obvious mistakes or obvious errors in the offer do not bind the entrepreneur.
- Each offer contains such information that it is clear to the consumer what rights and obligations are attached to the acceptance of the offer.
Article 5 - The agreement
- The agreement comes into effect, subject to the provisions of paragraph 4, at the moment of acceptance by the consumer of the offer and meeting the corresponding conditions.
- If the consumer has accepted the offer electronically, the trader will 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 consumer can dissolve the agreement.
- If the agreement is concluded electronically, the entrepreneur will take appropriate technical and organizational measures to protect the electronic transfer of data and ensure a secure web environment. If the consumer can pay electronically, the entrepreneur will observe appropriate security measures to that end.
- The entrepreneur may within legal frameworks - inform himself whether the consumer can meet his payment obligations, as well as all those facts and factors that are important for a responsible conclusion of the distance contract. If, on the basis of this investigation, the entrepreneur has good grounds not to enter into the agreement, he is entitled to refuse an order or application or to attach special conditions to the implementation, while stating his reasons.
- The trader will send the consumer the following information, in writing or in such a way that the consumer can store it in an accessible manner on a durable data carrier, at the latest on delivery of the product, service or digital content:
a. the visiting address of the establishment of the entrepreneur where the consumer can go with complaints;
b. the conditions under which and the way in which the consumer can make use of the right of withdrawal, or a clear notification regarding the exclusion of the right of withdrawal;
c. the information on guarantees and existing after-sales service;
d. the price including all taxes of the product, service or digital content; to the extent applicable, the cost of delivery; and the method of payment, delivery or performance of the distance contract;
e. the requirements for terminating the contract if the contract has a duration of more than one year or is of indefinite duration;
f. if the consumer has a right of withdrawal, the model withdrawal form.
Article 6 - Right of withdrawal
- The consumer may dissolve an agreement relating to the purchase of a product during a reflection period of 14 days without giving reasons. The entrepreneur may ask the consumer about the reason for withdrawal, but may not oblige the consumer to give his reason(s).
- The withdrawal period mentioned in paragraph 1 starts the day after the consumer, or a third party designated in advance by the consumer, who is not the carrier, has received the product, or:
a. if the consumer has ordered several products in the same order: the day on which the consumer, or a third party designated by him, has received the last product. The trader may, provided he has clearly informed the consumer of this prior to the ordering process, refuse an order for multiple products with different delivery times.
b. if the delivery of a product consists of multiple shipments or parts: the day on which the consumer, or a third party designated by him, has received the last shipment or part;
c. in the case of agreements for regular delivery of products during a certain period: the day on which the consumer, or a third party designated by him, has received the first product.
For services and digital content not delivered on a tangible medium:
- The consumer may cancel a service contract and a contract for the supply of digital content not supplied on a tangible medium for 14 days without giving reasons. The operator may ask the consumer about the reason for withdrawal, but may not oblige the consumer to give his reason(s).
- The reflection period mentioned in paragraph 3 starts on the day following the conclusion of the agreement.
Extended cooling-off period for products, services and digital content not delivered on a tangible medium in case of failure to inform about right of withdrawal:
- If the entrepreneur has not provided the consumer with the legally required information about the right of withdrawal or the model withdrawal form, the cooling-off period expires 12 months after the end of the original cooling-off period determined in accordance with the previous paragraphs of this article.
- If the entrepreneur has provided the consumer with the information referred to in the previous paragraph within twelve months after the effective date of the original reflection period, the reflection period expires 14 days after the day on which the consumer received that information.
Article 7 - Obligations of the consumer during the reflection period
- During the reflection period, the consumer will handle the product and its packaging with care. He will only unpack or use the product to the extent necessary to establish the nature, characteristics and operation of the product. The basic principle here is that the consumer may only handle and inspect the product as he would be allowed to do in a store.
- The consumer is only liable for diminished value of the product resulting from a way of handling the product that goes beyond what is allowed in paragraph 1.
- The consumer is not liable for depreciation of the product if the entrepreneur has not provided him with all legally required information about the right of withdrawal before or at the conclusion of the agreement.
Article 8 - Exercise of the right of withdrawal by the consumer and costs thereof
- If the consumer exercises his right of withdrawal, he shall notify the entrepreneur within the withdrawal period by means of the model withdrawal form or in another unambiguous manner.
- As soon as possible, but within 14 days from the day following the notification referred to in paragraph 1, the consumer returns the product, or hands it to (an authorized representative of) the entrepreneur. This is not required if the entrepreneur has offered to pick up the product himself. The consumer has complied with the return period in any case if he returns the product before the cooling-off period has expired.
- The consumer returns the product with all delivered accessories, if reasonably possible in its original condition and packaging, and in accordance with the reasonable and clear instructions provided by the entrepreneur.
- The risk and burden of proof for the correct and timely exercise of the right of withdrawal lies with the consumer.
- The consumer bears the direct costs of returning the product. If the trader has not notified the consumer that the consumer must bear these costs or if the trader indicates to bear the costs himself, the consumer does not have to bear the costs of return shipment.
- If the consumer withdraws after having first expressly requested that the performance of the service or the supply of gas, water or electricity not made ready for sale in a limited volume or certain quantity commence during the withdrawal period, the consumer owes the entrepreneur an amount proportional to that part of the commitment fulfilled by the entrepreneur at the time of withdrawal, compared to the full fulfillment of the commitment.
- The consumer does not bear any costs for the performance of services or the supply of water, gas or electricity, not made ready for sale in a limited volume or quantity, or to supply district heating, if:
a. the trader has not provided the consumer with the legally required information on the right of withdrawal, the cost reimbursement upon withdrawal or the model withdrawal form, or;
b. the consumer has not expressly requested the commencement of the performance of the service or supply of gas, water, electricity or district heating during the withdrawal period.
- The consumer shall not bear any costs for the complete or partial delivery of digital content not delivered on a tangible medium if:
a. he has not expressly consented to the commencement of performance of the contract before the end of the cooling-off period prior to its delivery;
b. he has not acknowledged losing his right of withdrawal when giving his consent; or
c. the entrepreneur has failed to confirm this statement by the consumer.
- If the consumer makes use of his right of withdrawal, all additional contracts are dissolved by operation of law.
Article 9 - Obligations of the entrepreneur in case of withdrawal
- If the trader enables the consumer's notification of withdrawal by electronic means, he shall send a confirmation of receipt without delay after receiving this notification.
- The entrepreneur reimburses all payments of the consumer, including any delivery costs charged by the entrepreneur for the returned product, without delay but within 14 days following the day on which the consumer notifies him of the withdrawal. Unless the entrepreneur offers to pick up the product himself, he may wait with repayment until he has received the product or until the consumer proves that he has returned the product, whichever is earlier.
- For repayment, the entrepreneur uses the same means of payment that the consumer has used, unless the consumer agrees to a different method. The refund is free of charge to the consumer.
- If the consumer has chosen a more expensive method of delivery than the cheapest standard delivery, the entrepreneur does not have to refund the additional costs for the more expensive method.
Article 10 - Exclusion of right of withdrawal
The trader can exclude the following products and services from the right of withdrawal, but only if the trader clearly stated this when making the offer, or at least in good time before concluding the contract:
- Products or services whose price is subject to fluctuations in the financial market over which the entrepreneur has no influence and which may occur within the withdrawal period
- Contracts concluded during a public auction. A public auction means a method of sale in which products, digital content and/or services are offered by the entrepreneur to consumers who attend or are given the opportunity to attend the auction in person, under the direction of an auctioneer, and in which the successful bidder is obliged to purchase the products, digital content and/or services;
- Service contracts, after full performance of the service, but only if:
a. performance has begun with the consumer's express prior consent; and
b. the consumer has declared that he loses his right of withdrawal once the entrepreneur has fully performed the contract;
- Package tours as referred to in Article 7:500 of the Dutch Civil Code and contracts for passenger transport;
- Service contracts for provision of accommodation, if the contract provides for a specific date or period of performance and other than for residential purposes, transportation of goods, car rental services and catering;
- Contracts relating to leisure activities, if the contract provides for a specific date or period of performance thereof;
- Products manufactured according to consumer specifications, which are not prefabricated and which are manufactured on the basis of an individual choice or decision by the consumer, or which are clearly intended for a specific person;
- Products that spoil quickly or have a limited shelf life;
- Sealed products that are not suitable for return for reasons of health protection or hygiene and whose seal has been broken after delivery;
- Products which after delivery are by their nature irrevocably mixed with other products;
- Alcoholic beverages whose price was agreed upon at the conclusion of the contract, but whose delivery can only take place after 30 days, and whose actual value depends on fluctuations in the market over which the entrepreneur has no influence;
- Sealed audio, video recordings and computer software, the seal of which has been broken after delivery;
- Newspapers, magazines or journals, with the exception of subscriptions to these;
- The supply of digital content other than on a tangible medium, but only if:
a. the performance has started with the express prior consent of the consumer; and
b. the consumer has declared that he thereby loses his right of withdrawal.
Article 11 - The price
- During the validity period stated in the offer, the prices of the products and/or services on offer will not be increased, except for price changes resulting from changes in VAT rates.
- Notwithstanding the previous paragraph, the entrepreneur may offer products or services whose prices are subject to fluctuations in the financial market and over which the entrepreneur has no influence, with variable prices. This link to fluctuations and the fact that any prices mentioned are target prices will be mentioned in the offer.
- 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 contract are only allowed if the entrepreneur has stipulated it and:
a. they are the result of legal regulations or provisions; or
b. the consumer is authorized to terminate the contract on the day on which the price increase takes effect.
- The prices mentioned in the offer of products or services include VAT.
Article 12 - Compliance with the agreement and additional warranty
- The entrepreneur guarantees that the products and/or services comply with the agreement, the specifications mentioned in the offer, the reasonable requirements of reliability and/or usability and the existing legal provisions and/or government regulations on the date of the conclusion of the agreement. If agreed, the entrepreneur also guarantees that the product is suitable for other than normal use.
- An extra guarantee provided by the entrepreneur, his supplier, manufacturer or importer never limits the legal rights and claims that the consumer can assert against the entrepreneur on the basis of the agreement if the entrepreneur has failed to fulfill his part of the agreement.
- Extra warranty means any commitment by the entrepreneur, his supplier, importer or producer in which he grants the consumer certain rights or claims that go beyond what he is legally obliged to do in case he has failed to fulfill his part of the agreement.
Article 13 - Delivery and implementation
- The trader will take the greatest possible care when receiving and executing orders for products and when assessing requests for the provision of services.
- The place of delivery is the address that the consumer has made known to the entrepreneur.
- Subject to what is stated in article 4 of these general conditions, the entrepreneur will execute accepted orders expeditiously but at the latest within 30 days, unless another delivery period has been agreed. If delivery is delayed, or if an order cannot or can only be partially carried out, the consumer will be informed about this within 30 days after the order was placed. The consumer in that case has the right to dissolve the agreement without cost and right to possible compensation.
- After dissolution in accordance with the previous paragraph, the entrepreneur will refund the amount paid by the consumer without delay.
- The risk of damage and / or loss of products rests with the entrepreneur until the moment of delivery to the consumer or a previously designated and made known to the entrepreneur representative, unless otherwise expressly agreed.
Article 14 - Duration transactions: duration, termination and extension
- The consumer may terminate an agreement entered into for an indefinite period of time, which extends to the regular delivery of products (including electricity) or services, at any time, subject to agreed termination rules and a notice period not exceeding one month.
- The consumer may terminate a fixed-term contract, which extends to the regular delivery of products (including electricity) or services, at any time at the end of the fixed term in compliance with termination rules agreed for that purpose and a notice period of not more than one month.
- The consumer may the agreements mentioned in the previous paragraphs:
a. cancel at any time and not be limited to cancellation at a specific time or in a specific period;
b. terminate at least in the same way as they were entered into by him;
c. always terminate with the same notice period as the entrepreneur has stipulated for himself.
- An agreement that has been entered into for a definite term and that extends to the regular supply of products (including electricity) or services may not be tacitly extended or renewed for a definite term.
- Notwithstanding the previous paragraph, a fixed-term contract that has been concluded for the regular delivery of daily news and weekly newspapers and magazines may be tacitly renewed for a fixed term not exceeding three months, if the consumer can terminate this extended contract by the end of the extension with a notice period not exceeding one month.
- A fixed-term contract that has been concluded for the regular delivery of products or services may be tacitly renewed for an indefinite period of time only if the consumer may terminate it at any time with a notice period not exceeding one month. The notice period shall not exceed three months if the contract is for the regular delivery of daily or weekly newspapers or magazines, but less than once a month.
- A limited duration contract to regularly deliver daily, news and weekly newspapers and magazines for introductory purposes (trial or introductory subscription) is not tacitly continued and ends automatically at the end of the trial or introductory period.
- If a contract has a duration of more than one year, after one year the consumer may terminate the contract at any time with a notice period not exceeding one month, unless reasonableness and fairness oppose termination before the end of the agreed duration.
Article 15 - Payment
- Unless otherwise provided in the agreement or additional conditions, the amounts owed by the consumer should be paid within 14 days after the start of the reflection period, or in the absence of a reflection period within 14 days after the conclusion of the agreement. In the case of an agreement to provide a service, this period begins on the day after the consumer receives the confirmation of the agreement.
- When selling products to consumers, general terms and conditions may never require the consumer to pay more than 50% in advance. When advance payment is stipulated, the consumer may not assert any rights regarding the execution of the order or service(s) in question before the stipulated advance payment has taken place.
- The consumer has the duty to inaccuracies in payment information provided or stated to report immediately to the entrepreneur.
- If the consumer does not timely fulfill his payment obligation(s), he is, after he has been informed by the entrepreneur of the late payment and the entrepreneur has granted the consumer a period of 14 days to still fulfill his payment obligations, after the non-payment within this 14-day period, on the amount still owed, the consumer owes the statutory interest and the entrepreneur is entitled to charge the extrajudicial collection costs incurred by him. These collection costs amount to a maximum of: 15% over outstanding amounts up to € 2,500; 10% over the next € 2,500 and 5% over the next € 5,000, with a minimum of € 40. The entrepreneur can deviate from the mentioned amounts and percentages for the benefit of the consumer.
Article 16 - Complaints procedure
- The entrepreneur has a sufficiently publicized complaints procedure and handles complaints in accordance with this complaints procedure.
- Complaints about the execution of the agreement must be submitted to the entrepreneur fully and clearly described within a reasonable time after the consumer has found the defects.
- Complaints submitted to the entrepreneur will be answered within a period of 14 days from the date of receipt. If a complaint requires a foreseeably longer processing time, the entrepreneur will respond within the 14-day period with a notice of receipt and an indication of when the consumer can expect a more detailed answer.
- A complaint about a product, service or the trader's service can also be submitted via a complaints form on the consumer page of the Thuiswinkel.org website www.thuiswinkel.org. The complaint is then sent both to the entrepreneur in question and to Thuiswinkel.org.
- The consumer must give the trader at least 4 weeks to resolve the complaint by mutual agreement. After this period a dispute arises that is subject to the dispute settlement procedure.
Article 17 - Disputes
- On agreements between the entrepreneur and the consumer to which these general conditions relate, only Dutch law applies.
- Disputes between the consumer and the trader over the conclusion or exercising of contracts relating to products and services to be supplied or delivered by this trader can be put before the Thuiswinkel Disputes Committee, P.O. Box 90600, 2509 LP in The Hague (www.sgc.nl), by either the consumer or the trader, with due observance of that which is stipulated below.
- A dispute will only be handled by the Disputes Committee if the consumer has first submitted his/her complaint to the trader within a reasonable period of time.
- If the complaint does not lead to a solution, the dispute must be submitted to the Geschillencommissie in writing or in another form to be determined by the Commission, at the latest 12 months after the date on which the consumer submitted the complaint to the entrepreneur.
- If the consumer wishes to submit a dispute to the Disputes Committee, the entrepreneur is bound by this choice. Preferably, the consumer first reports this to the entrepreneur.
- When the entrepreneur wants to submit a dispute to the Dispute Commission, the consumer will have to speak out in writing within five weeks after a written request made by the entrepreneur whether he so desires or wants the dispute to be dealt with by the competent court. If the entrepreneur does not hear the choice of the consumer within the period of five weeks, then the entrepreneur is entitled to submit the dispute to the competent court.
- The Dispute Commission makes decisions under the conditions as laid down in the regulations of the Dispute Commission (www.degeschillencommissie.nl/over-ons/de-commissies/2404/thuiswinkel). The decisions of the Dispute Commission are made by way of a binding advice.
- The Disputes Committee will not deal with a dispute or will cease to deal with a dispute if the trader has been granted a suspension of payments, gone bankrupt or has actually terminated his business activities before a dispute has been dealt with by the Committee at the session and a final ruling has been issued.
- If, in addition to the Thuiswinkel Disputes Committee, another disputes committee recognized by or affiliated to the Stichting Geschillencommissions voor Consumentenzaken (SGC) or the Klachteninstituut Financiële Dienstverlening (Kifid) is competent, the Thuiswinkel Disputes Committee will have preference over the Thuiswinkel Disputes Committee for disputes primarily concerning the method of distance selling or provision of services. For all other disputes, the other disputes committee recognized by the SGC or affiliated with the Kifid is competent.
Article 18 - Branch guarantee
- Thuiswinkel.org guarantees compliance with the binding advice given by the Thuiswinkel Disputes Committee by its members, unless the member decides to submit the binding advice to the court for review within two months after it has been sent. This guarantee revives, if the binding advice is upheld after review by the court and the judgement that proves this has become final. Up to a maximum amount of €10.000,- per binding advice, this amount will be paid to the consumer by Thuiswinkel.org. For amounts greater than €10.000,- per binding advice, €10.000,- will be paid out. For the excess amount, Thuiswinkel.org has an obligation of effort to ensure that the member complies with the binding advice.
- The application of this guarantee requires that the consumer makes a written appeal to Thuiswinkel.org and that he transfers his claim on the trader to Thuiswinkel.org. If the claim on the trader exceeds €10,000,-, the consumer will be offered to transfer his claim, insofar as it exceeds the amount of €10,000,-, to Thuiswinkel.org, after which this organization will seek payment of this claim in court in its own name and at its own expense in order to satisfy the consumer.
Article 19 - Additional or different stipulations
Additional conditions or conditions that deviate from these General Terms and Conditions may not be to the Consumer's detriment and must be put in writing or be recorded in such a way that the Consumer can stored them in an accessible manner on a long-term data carrier.
Article 20 - Amendment to the Thuiswinkel General Terms and Conditions
- Thuiswinkel.org will not amend these general terms and conditions except in consultation with the Consumers' Association.
- Changes in these terms and conditions will only be effective after they have been published in an appropriate way, on the understanding that, in the case of applicable changes during the term of an offer, the provision that is most favourable to the consumer will prevail.
Horaplantsoen 20, 6717 LT Ede
P.O. Box 7001, 6710 CB Ede
Annex I: Model withdrawal form
Model withdrawal form
(Complete and return this form only if you wish to revoke the contract)
- To: [Name of entrepreneur]
[Address of entrepreneur]
[Email address of entrepreneur]
- I/We* hereby inform you, that I/We* terminate our agreement concerning
the sale of the following products: [product designation]*
the supply of the following digital content: [digital content designation]*
The provision of the following service: [service designation]*,
- Ordered on*/received on* [date of order for services or receipt for products].
- [Name of consumer(s)]
- [Address of consumer(s)]
[E-mail address of consumer(s)]
- [Signature of consumer(s)] (only if this form is submitted on paper)
* Delete what does not apply or fill in what applies.
General terms and conditions of sale
General terms and conditions of sale Proluca BV
Version May 2020 [Art 5.5-5.7 added in January 2022 regarding Thuiswinkel.org Hallmark].
1. Applicability of general terms and conditions
1.1 These general terms and conditions apply to all offers, deliveries of goods, provision of services and other agreements of Proluca BV (Chamber of Commerce: 77534239), with its registered office at Naarderstraat 30 in (1251 BC) Laren, the Netherlands, hereinafter referred to as 'the entrepreneur'. By submitting an application, placing an order, placing an order or otherwise entering into a contract with the Company, the other party, hereinafter referred to as the 'Customer', accepts the General Terms and Conditions of the Company.
1.2 Deviation from the contents of these General Terms and Conditions is only possible if confirmed in writing by the Entrepreneur. The (general) terms and conditions of the client will not form part of the contract between the parties and are not binding on the entrepreneur.
2.1 Quotes, quotations and offers are without obligation and are valid for one month, unless explicitly stated otherwise by the Company.
2.2 A quotation, price statement or offer is primarily based on information provided by the Customer. If this information turns out to be incorrect, the quotation is not binding on the entrepreneur.
2.3 Samples, including samples, drawings, examples, color specifications and designs, provided by the Entrepreneur with an offer are for information purposes only. The Entrepreneur shall as far as possible exclude the final product from this sampling, but deviations are permissible, provided they are generally comparable in quality and financial terms.
2.4 Samples that have not been charged to the Customer remain the property of the Company and must be returned to the Company in good condition upon first request. Samples provided may not be transferred or handed over to third parties without the consent of the Company.
2.5 The Company does not guarantee that the goods are suitable for the purpose for which the Customer intends to use them, even if this purpose has been made known to the Company.
3. Conclusion of the agreement
3.1 An agreement is concluded as soon as the acceptance of the offer has reached the entrepreneur. If the customer has accepted the offer electronically, the entrepreneur will immediately confirm receipt of acceptance of the offer electronically.
3.2 Every agreement is entered into under the suspensive condition of sufficient availability of the product in question.
3.3 If reservations or changes compared to the offer are made in the acceptance, the contract will not be concluded until the Company has confirmed to the Customer that it agrees to these changes.
3.4 If changes result in an increase or decrease in costs, a resulting change in the purchase price will be agreed between the parties in writing.
4. Delivery and execution
4.1 The entrepreneur will take the greatest possible care when receiving and executing orders of products and when assessing applications for the provision of services.
4.2 Costs of shipping the order will be borne by the client.
4.3 The place of delivery is the address that the customer has made known to the company.
4.4 Delivery by entrepreneur will have taken place, if:
- The good has been collected by or on behalf of the customer, or the good has been brought by entrepreneur or
- The good has been delivered to the designated shipper.
4.5 Subject to the provisions of Article 7.4, ownership of and risk for the goods shall pass to the Customer upon delivery.
4.6 The delivery time indicated by the Company is of an indicative nature only and no rights can be derived from it. The Customer cannot derive any rights from any terms stated. Exceeding a deadline does not give the Customer any right to compensation, especially not in situations of force majeure. There is question of force majeure on the part of the proprietor if, after entering into the contract, the proprietor is prevented from fulfilling her obligations under this contract or from preparing for it as a result of war, threat of war, civil war, terrorism, riots, acts of war, fire, water damage, flooding, strikes, sit-down strikes, lockouts, import and export restrictions, government measures, defects in machinery, disruptions in the supply of energy, both in the proprietor's business and in the business of third parties from whom the proprietor has to purchase all or some of the necessary materials or raw materials, as well as during storage or transport, whether or not under his own management, epidemics, pandemics and any other causes beyond the proprietor's control or risk.
4.7 If delivery is delayed by more than two months due to force majeure, both the proprietor and the client are entitled to consider the contract terminated. In that case, the entrepreneur is entitled to reimbursement of the costs incurred by her. If the force majeure occurs while the contract has already been partially executed, if the remaining delivery is delayed by more than two months due to force majeure, the customer has the right either to keep the part of the goods already delivered and pay the purchase price due for it or to consider the contract terminated, even for the part already delivered, with the obligation to return what has already been delivered to the Contractor at the expense and risk of the Customer, if the Customer can prove that the part of the goods already delivered can no longer be used effectively by the Customer as a result of the non-delivery of the remaining goods.
4.8 If delivery of an ordered product turns out to be impossible, the entrepreneur will make every effort to provide a replacement article. At the latest upon delivery, it will be reported in a clear and comprehensible manner that a replacement article is being delivered. With replacement articles, the right of withdrawal cannot be excluded. The costs of any return shipment shall be borne by the entrepreneur.
4.9 If for any reason the Customer is unable to take delivery of the goods at the agreed time, the Entrepreneur shall, if its storage facilities permit, be able to store the goods at the Customer's request at a customary rate.
4.10 Complaints must be made within 5 working days of delivery, accompanied by substantiation, including photographs. Claims cannot be made on processed goods, nor will claims on goods with obvious signs of use be accepted.
5. Right of withdrawal for online purchases
5.1 When purchasing products online, the consumer, expressly not the business customer, has the option of dissolving the contract without giving reasons for a period of 14 days. This cooling-off period starts the day after receipt of the product by the consumer.
5.2 During the reflection period, the customer will handle the product and 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 exercises his right of withdrawal, he will return the product with all accessories supplied and - if reasonably possible - in the original condition and packaging to the entrepreneur, in accordance with the reasonable and clear instructions provided by the entrepreneur.
Our return address is Naarderstraat 30, 1251 BC Laren
5.3 If the customer wishes to make use of his right of withdrawal, he is obliged to make this known to the entrepreneur within 14 days after receipt of the product. After the customer has expressed his wish to use his right of withdrawal, the customer must return the product within 14 days. The customer must prove that the delivered items were returned in a timely manner, for example by means of proof of shipment.
We will refund the entire purchase price (including any shipping and payment costs) as soon as possible, but at the latest within 14 days after receipt of the notice of withdrawal. However, we may wait to refund until we have received the products, or until the customer has proven that he has sent them.
5.4 If the customer makes use of his right of withdrawal, the costs of return shipment shall be borne by him.
5.5 We will refund you using the same means of payment with which you made the original transaction, unless you have expressly agreed otherwise; in any event, you will not be charged for such refunds.
5.6 You shall only be liable for any diminution in the value of the goods resulting from the use of the goods beyond what is necessary to establish the nature, characteristics and operation of the goods.
5.7 You may also use the European model withdrawal form to notify us that you are abandoning the purchase. However, use of this form is not mandatory.
This form can be found here: https://www.thuiswinkel.org/data/uploads/reglementen/Modelformulier_voor_herroeping.docx
This form should be addressed to Proluca B.V., Naarderstraat 30, 1251 BC Laren, [email protected]
6. Exclusion of the right of withdrawal
6.1 No right of withdrawal applies to products that have not been purchased online.
6.2 Exclusion or modification of the right of withdrawal will take place for products:
- Which have been created by the entrepreneur in accordance with the customer's specifications, or are otherwise custom-made for the customer.
- Which are clearly personal in nature.
- Which cannot be returned due to their nature.
7. The price
7.1 Price quotations to consumers include VAT, quotations to business parties exclude VAT. If payment is made in parts, each part may be invoiced separately.
7.2 Payment must be made within 14 days of the invoice date. Payments received will be applied first to costs due, interest and then to the oldest invoice.
7.3 If payment is not made on time, the following provisions apply:
- Consumers will receive a reminder, after which they will owe consumer interest and extrajudicial collection costs. A minimum of €40.00 shall always apply.
- Business customers will be in default immediately after expiry of the payment term and will immediately owe commercial interest and extrajudicial collection costs. A minimum of € 150.00 shall always apply here.
7.4 As long as the Customer has not paid the full amount of the purchase price with any additional costs or has not provided security for this, the Entrepreneur retains ownership of the goods. In this case, ownership is transferred to the customer as soon as the customer has fulfilled all his obligations towards the entrepreneur.
7.5 If the entrepreneur has reasonable doubt about the payment capacity of the customer, the entrepreneur is entitled to postpone the delivery of goods until the customer has provided security for payment. The customer is liable for any damages incurred by the proprietor as a result of this delayed delivery.
7.6 Every obligation of the client is payable on demand if the client applies for a moratorium, is declared bankrupt, liquidates his company or transfers (part of) it to third parties, is placed under guardianship, or if his assets are seized.
8. Conformity, warranties and liability
8.1 The statutory warranty applies to all deliveries to consumers. Insofar as the Company supplies goods with a manufacturer's warranty, these warranty conditions will apply. The warranty will be specified per contract. Guarantees are excluded for business customers.
8.2 The Company cannot be obliged to comply with any obligation towards the Customer if the manufacturer is not obliged to comply with the same obligation towards the Company, or is unable to do so because the Customer has been granted a moratorium, is bankrupt or is in a similar situation.
8.3 A warranty does not apply if:
- The customer has repaired and/or modified the delivered products himself or has had them repaired and/or modified by third parties.
- The delivered products have been exposed to abnormal conditions or otherwise treated carelessly or contrary to the instructions of the entrepreneur and/or on the packaging.
8.4 Guarantees are only provided to the Customer and do not apply to any successive assignees. Warranty periods and normal useful life start at the moment the agreement with customer is concluded.
8.5 If it is established that the Company is liable for any damage, this liability will always be limited to the amount paid out to the Company by the insurer. If the insurer pays no amount, the amount for which liability may exist will always be limited to the invoice value. All liability towards business clients is rejected.
8.6 Liability for indirect or consequential damages such as business interruption is excluded.
8.7 Complaints can be addressed to: [email protected]
9.1 Entrepreneur processes personal data in accordance with the General Data Protection Regulation and related applicable laws and regulations. For detailed information on how Entrepreneur processes personal data, please refer to the Privacy Statement, available online at www.prolucainteriors.com.
10. Final Provisions
10.1 If any provision of these General Terms and Conditions is void or is voided, the other provisions of these General Terms and Conditions shall remain in full force and effect, as far as possible observing the purpose and purport of the void or voided provision.
10.2 Dutch law applies to all offers and agreements between entrepreneur and customer.
10.3 All disputes between the Client and the Entrepreneur will be submitted to the competent Dutch court within the district of the Entrepreneur's place of business.
General terms and conditions of purchase
General purchase conditions Proluca BV.
Version May 2020 [Art 5.8 added in January 2022 regarding EU product requirements and CE marking].
1. Applicability of general terms and conditions
1.1 These general terms and conditions shall apply to all deliveries to Proluca BV (Chamber of Commerce: 77534239), located at Naarderstraat 30 in (1251 BC) Laren, to be referred to hereinafter as 'purchaser'. The buyer shall at all times reject additional or different terms and conditions made available by the supplier. A reference to a quotation, offer or proposal of the supplier does not imply acceptance of all conditions or regulations contained in the relevant document.
1.2 Deviation from the contents of these general terms and conditions is only possible if confirmed in writing by the buyer.
2. Conclusion of agreement
2.1 An agreement is concluded as soon as the supplier accepts the purchase order of the buyer. A purchase order shall not be deemed issued until the parties have unambiguously agreed to price and terms and conditions.
2.2 A purchase order is deemed to be accepted:
- If the supplier has expressly accepted the purchase order.
- As soon as the supplier has started to implement the Purchase Order.
- If the Supplier has not expressly rejected the Purchase Order within three working days of receipt.
3. Delivery and execution.
3.1 The Supplier shall always meet the delivery deadline as stated in the purchase order.
3.2 Exceeding a term shall entitle the purchaser to damages.
3.3 If delivery is delayed by more than two months due to force majeure, the buyer is entitled to consider the agreement terminated. In that case, the supplier is at most entitled to compensation for the costs it has actually incurred. In case the force majeure occurs while the agreement has already been partially executed, the buyer is entitled to keep the already delivered part of the goods and to pay the purchase price due for it, or to consider the agreement terminated also for the already executed part. At that time the customer shall receive a refund of any amounts already paid.
3.4 There will be force majeure on the part of the supplier if, after the conclusion of the agreement, the supplier is prevented from fulfilling his obligations arising from this agreement or from its preparation as a result of war, threat of war, civil war, terrorism, riots, acts of war, fire, water damage, flooding, strike, sit-down strikes, lock-outs, import and export restrictions, government measures, defects in machinery, disruptions in the supply of energy, both in the proprietor's business and in the business of third parties from whom the proprietor has to purchase all or some of the necessary materials or raw materials, as well as during storage or transport, whether or not under his own management, epidemics, pandemics and all other causes beyond the proprietor's control or risk.
3.5 If delivery of an ordered product proves impossible, the Supplier shall make every effort to make available a replacement article. The Customer is not obliged to accept this replacement article.
4. Invoicing and payment
4.1 The Supplier shall invoice the amount due for the products and/or services purchased by the Customer no earlier than the date of delivery of those products and/or performance of those services.
4.2 Invoices must comply with legal requirements and must include the VAT amount and the customer's VAT number.
4.3 Payment of amounts due shall take place within 60 days of receipt of the invoice, provided that the invoice meets the requirements mentioned in this article and provided that the product and/or service provided has been approved.
4.4 The Customer has the right to suspend payment in whole or in part as long as the Supplier fails to fulfill its obligations. In case the Customer wrongfully leaves an undisputed invoice unpaid, the Supplier shall not be entitled to default interest.
5. Conformity, warranties and liability
5.1 The supplier guarantees that the products delivered, services performed and/or results are in accordance with the specifications stated in the purchase order. The supplier also guarantees that the delivered products are free of defects and have been manufactured from sound materials. In any case, the products will also comply with the requirements imposed by or pursuant to law and be free from defects in materials, manufacture, construction and design. The services performed with the degree of care, expertise and professionalism that may reasonably be expected of the Supplier.
5.2 The supplier is not permitted to transfer and/or subcontract all or part of its obligations under an agreement to a third party without the written consent of the buyer.
5.3 Within a period of 30 days counting from the date of delivery, (part of) the shipment, product or service may be rejected if it appears that the foregoing is not complied with. If a (part of the) shipment, product or service has been rejected, the Supplier shall, at its expense, within 5 working days after the notice of rejection has been received in accordance with the Customer's request:
- Still deliver the missing item or still perform the missing service.
- Collect the rejected product, then repair or replace it and deliver it again after repair or replacement, or perform the rejected service again.
5.4 Without prejudice to the buyer's right to compensation for all costs and damages resulting from the defectiveness or unsuitability of a product and/or result delivered by the supplier, the warranty implies, among other things, that all defects that arise during the warranty period will be repaired or replaced by the same product and/or result immediately at the first written request of the buyer and at the expense of the supplier within 14 days after the date of the written notification from the buyer. In urgent cases, without prejudice to its other rights, the buyer may, at the supplier's expense, repair the defective (parts of) products at its customers' premises itself. Upon request, the Supplier shall in such cases provide spare parts and/or tools free of charge and/or all possible support.
5.5 For products, the warranty also implies that the Supplier will issue a credit note at the Customer's request in the amount of the total number of returned defective products, based at least on the purchase price.
5.6 The warranty period for consumer products is at least 24 months from the date of sale by the buyer to the consumer. The warranty period for other products is at least 12 months from the date of delivery.
5.7 If there is any damage on the part of the buyer or its customers for which the buyer is held liable, the supplier shall fully indemnify and hold it harmless. This also applies to all consequential damages.
5.8 The supplier guarantees that the products comply with the legal requirements regarding safety, health and environment in the European Union, the country of order and the country of destination . If applicable, the supplier shall ensure that the products comply with specific EU product requirements and CE marking.
6. Dissolution of the agreement
6.1 If the supplier does not, does not timely or does not properly fulfil its obligations under the agreement, the buyer will give the supplier notice of default, unless the parties have agreed on a strict deadline and/or fulfilment is otherwise permanently impossible. In that case the supplier shall be in default without further notice of default and the buyer shall be entitled to rescind the agreement(s) in whole or in part with immediate effect and without judicial intervention, or to suspend (further) performance of the agreement(s) with the supplier, without prejudice to its other rights, including the right to compensation for damages.
6.2 The buyer can always terminate the agreement with the supplier with a notice period of one month. At that time, the Customer shall only be obliged to reimburse the Supplier for those costs that have been properly performed under the agreement and at the agreed price. Other compensation cannot be demanded from the buyer.
6.3 The Customer is also entitled, by means of a written statement and without prejudice to any rights to compensation for all damages, to dissolve the agreement in whole or in part with immediate effect without any liability to reimburse costs on the part of the Supplier and without judicial intervention and without notice of default, if:
- Bankruptcy of the supplier has been filed for or he has been declared bankrupt.
- The supplier has applied for or been granted suspension of payment.
- Part or all of the supplier's assets have been seized.
- Control of the supplier's business has been transferred to a third party.
7. Intellectual property
7.1 The supplier hereby transfers to the buyer all (intellectual) (property) rights to, and interests in, all results of the work that the supplier performs for the buyer in developing and delivering the products and services, which transfer is hereby accepted by the buyer immediately after these rights arise.
7.2 The supplier shall indemnify and protect the buyer against, and indemnify the buyer in respect of, all costs arising from any lawsuits arising from or in connection with an allegation that the products delivered and/or services rendered or any part thereof and/or the commercial use thereof by the buyer within its business activities directly or indirectly or in part infringes the intellectual property rights of a third party.
8. Secrecy and privacy
8.1 The buyer and the supplier undertake not to disclose to third parties any product, customer and/or company data concerning the other party. This subject to a legal obligation to do so or if otherwise agreed in writing between the parties.
8.2 The Supplier shall process all personal data as obtained from or on behalf of the Customer in accordance with the obligations under the General Data Protection Regulation. If necessary, an additional processing agreement shall be concluded between the parties.
9. Final provisions
9.1 If any provision of these General Terms and Conditions is void or is annulled, the other provisions of these General Terms and Conditions shall remain in full force and effect, taking into account as far as possible the purpose and purport of the void or annulled provision.
9.2 All agreements between the parties shall be governed by Dutch law.
9.3 All disputes between the parties shall be submitted to the competent Dutch court within the district of the Customer's place of business.