General terms and conditions (B2C)

Article 1 - Definitions

Powerlit VOF, established in Rotterdam, Chamber of Commerce number 92417604, is referred to in these general terms and conditions as the seller.
The counterparty to the seller is referred to in these general terms and conditions as the buyer.
The parties are seller and buyer together.
The Agreement means the purchase agreement between the parties.

Article 2 - Applicability of general terms and conditions

These terms and conditions apply to all quotations, offers, agreements and deliveries of services or goods by or on behalf of the seller.
Deviation from these conditions is only possible if this has been expressly agreed in writing by the parties.

Article 3 - Payment

The full purchase price is always paid immediately in the webshop. In some cases, a deposit is required for reservations. In that case, the buyer will receive proof of the reservation and the prepayment.
If the buyer fails to pay on time, they are in default. If the buyer remains in default, the seller is entitled to suspend the buyer's obligations until the buyer has fulfilled their payment obligation.
If the buyer defaults, the seller will proceed with collection. The costs associated with this collection will be borne by the buyer. These collection costs are calculated based on the Decree on Compensation for Out-of-Court Collection Costs.
In the event of liquidation, bankruptcy, seizure or suspension of payments of the buyer, the seller's claims on the buyer are immediately due and payable.
If the buyer refuses to cooperate with the seller in carrying out the order, he is still obliged to pay the agreed price to the seller.

Article 4 - Offers, quotations and prices

Offers are non-binding, unless a term of acceptance is specified. If the offer is not accepted within that term, it expires.
Delivery times in quotations are indicative and do not entitle the buyer to cancellation or compensation if they are exceeded, unless the parties have expressly agreed otherwise in writing.
Offers and quotes do not automatically apply to repeat orders. Parties must explicitly agree to this in writing.
The price stated on offers, quotations and invoices consists of the purchase price including the applicable VAT and any other government levies.

Article 5 - Right of withdrawal

The consumer has the right to cancel the agreement within 14 days of receiving their order without giving any reason. This period begins when the consumer receives the entire order.
There is no right of withdrawal if the products are custom-made according to your specifications or have a short shelf life.
The consumer can use a withdrawal form provided by the seller. The seller is obligated to provide this form to the buyer immediately upon request.
During the cooling-off period, the consumer will handle the product and its packaging with care. They will only unpack or use the product to the extent necessary to assess whether they wish to keep it. If they exercise their right of withdrawal, they will return the unused and undamaged product with all accessories supplied and – if reasonably possible – in the original shipping packaging to the seller, in accordance with the reasonable and clear instructions provided by the entrepreneur.

Article 6 - Amendment of the agreement

If during the performance of the agreement it appears that it is necessary to change or supplement the work to be performed for proper execution of the assignment, the parties shall adjust the agreement accordingly in a timely manner and in mutual consultation.
If the parties agree to amend or supplement the agreement, the completion date may be affected. The seller will notify the buyer of this as soon as possible.
If the amendment or addition to the agreement has financial and/or qualitative consequences, the seller will inform the buyer of this in writing in advance.
If the parties have agreed on a fixed price, the seller will indicate to what extent the change or addition to the agreement will result in an excess of this price.
By way of exception to the provisions of the third paragraph of this article, the seller may not charge additional costs if the change or addition is the result of circumstances that can be attributed to him.

Article 7 - Delivery and transfer of risk

Once the purchased item has been received by the buyer, the risk passes from seller to buyer.

Article 8 - Investigation and complaints

The buyer is obligated to inspect the delivered goods at the time of delivery, but in any case as soon as possible. In doing so, the buyer must examine whether the quality and quantity of the delivered goods correspond to what the parties agreed upon, or at least whether the quality and quantity meet the requirements that apply in normal (commercial) transactions.
Complaints regarding damage, shortages or loss of delivered goods must be submitted in writing to the seller within 10 working days after the date of delivery of the goods by the buyer.
If the complaint is found to be justified within the specified period, the seller has the right to either repair the goods, to re-deliver them, or to cancel the delivery and send the buyer a credit note for that part of the purchase price.
Minor and/or industry-standard deviations and differences in quality, quantity, size or finish cannot be held against the seller.
Complaints regarding a specific product do not affect other products or parts belonging to the same agreement.
After the goods have been processed by the buyer, no further complaints will be accepted.

Article 9 - Samples and models

If a sample or model has been shown or provided to the buyer, it is presumed to have been provided merely as an indication, without the item to be delivered necessarily corresponding to it. This is different if the parties have expressly agreed that the item to be delivered will correspond to it.
In agreements concerning immovable property, mention of the surface area or other dimensions and indications is also presumed to be intended only as an indication, without the item to be delivered having to correspond to it.

Article 10 - Delivery

Delivery is ex works/store/warehouse. This means that all costs are borne by the buyer.
The buyer is obliged to take delivery of the goods at the time the seller delivers them or has them delivered to him, or at the time the goods are made available to him in accordance with the agreement.
If the buyer refuses to accept delivery or fails to provide information or instructions necessary for delivery, the seller is entitled to store the item at the buyer's expense and risk.
If the goods are delivered, the seller is entitled to charge any delivery costs.
If the seller requires information from the buyer for the execution of the agreement, the delivery time commences after the buyer has made this information available to the seller.
A delivery time specified by the seller is indicative only. This is never a deadline. If the delivery time is exceeded, the buyer must notify the seller in writing.
The seller is entitled to deliver the goods in parts, unless the parties have agreed otherwise in writing or the partial delivery has no independent value. In the event of partial deliveries, the seller is entitled to invoice these parts separately.

Article 11 - Force Majeure

If the seller is unable to fulfil his obligations under the agreement, or is unable to fulfil them in a timely manner or properly due to force majeure, he will not be liable for any damage suffered by the buyer.
Force majeure shall mean, in any event, any circumstance which the seller could not have taken into account at the time of entering into the agreement and as a result of which the normal performance of the agreement cannot reasonably be expected by the buyer, such as illness, war or threat of war, civil war and riot, molestation, sabotage, terrorism, power failure, flood, earthquake, fire, occupation of a company, strikes, lockouts, changed government measures, transport difficulties, and other disruptions in the seller's business.
Furthermore, the parties understand force majeure to mean the circumstance that suppliers on which the seller is dependent for the performance of the agreement do not meet their contractual obligations towards the seller, unless this is attributable to the seller.
If a situation as described above occurs as a result of which the seller cannot fulfill its obligations to the buyer, those obligations will be suspended for as long as the seller cannot fulfill its obligations. If the situation referred to in the previous sentence has lasted for 30 calendar days, the parties have the right to terminate the agreement in writing, in whole or in part.
If the force majeure lasts longer than three months, the buyer has the right to terminate the agreement with immediate effect. Termination is only possible by registered letter.

Article 12 - Transfer of rights

Rights of a party under this agreement may not be assigned without the prior written consent of the other party. This provision constitutes a clause with property law effect as defined in Article 3:83, paragraph 2, of the Dutch Civil Code.

Article 13 - Retention of title and right of retention

The goods in the seller's possession, as well as the delivered goods and parts, remain the seller's property until the buyer has paid the entire agreed price. Until then, the seller can invoke its retention of title and take back the goods.
If the agreed advance payments are not made or not paid on time, the seller has the right to suspend the work until the agreed portion has been paid. This constitutes default by the creditor. In that case, a late delivery cannot be held against the seller.
The seller is not authorised to pledge or otherwise encumber the items subject to his retention of title.
Seller undertakes to insure and keep insured the goods delivered to buyer under retention of title against fire, explosion and water damage as well as against theft and to make the policy available for inspection upon first request.
If goods have not yet been delivered, but the agreed advance payment or price has not been paid as agreed, the seller has the right of retention. The goods will not be delivered until the buyer has paid in full and in accordance with the agreement.
In the event of liquidation, insolvency or suspension of payments of the buyer, the buyer's obligations become immediately due and payable.

Article 14 - Liability

Any liability for damages arising from or related to the performance of an agreement is always limited to the amount paid in the relevant case by the liability insurance policy(ies). This amount is increased by the deductible under the relevant policy.
The seller is not liable for damage resulting from intent or deliberate recklessness on the part of the seller or his managerial subordinates.

Article 15 - Obligation to complain

The buyer is obligated to immediately report any complaints about the work performed to the seller. The complaint must contain as detailed a description of the deficiency as possible, so that the seller can respond adequately.
If a complaint is justified, the seller is obliged to repair the goods and, if necessary, replace them.

Article 16 - Guarantees

If the agreement includes warranties, the following applies. The seller guarantees that the goods sold conform to the agreement, that they will function without defects, and that they are suitable for the intended use of the buyer. This warranty is valid for a period of two calendar years after the buyer receives the goods sold.
The intended warranty is intended to establish a risk allocation between the seller and the buyer such that the consequences of a breach of a warranty are always entirely for the seller's account and risk, and that the seller can never invoke Article 6:75 of the Dutch Civil Code in connection with a breach of a warranty. The provisions of the previous sentence also apply if the buyer was aware of the breach or could have been aware of it through an investigation.
The stated warranty does not apply if the defect has arisen as a result of improper or inappropriate use or if - without permission - the buyer or third parties have made or attempted to make changes or have used the purchased item for purposes for which it is not intended.
If the warranty provided by the seller relates to an item produced by a third party, the warranty is limited to the warranty provided by that producer.

Article 17 - Intellectual property

Powerlit VOF retains all intellectual property rights (including copyright, patent rights, trademark rights, design and model rights, etc.) to all products, designs, drawings, writings, data carriers or other information, quotations, images, sketches, models, mock-ups, etc., unless the parties have agreed otherwise in writing.
The customer may not copy, show or make available to third parties or use in any other way the aforementioned intellectual property rights without prior written permission from Powerlit VOF.

Article 18 - Amendment of general terms and conditions

Powerlit VOF is entitled to amend or supplement these general terms and conditions.
Minor changes may be made at any time.
Powerlit VOF will discuss major content changes with the client in advance as much as possible.
Consumers are entitled to cancel the agreement in the event of a material change to the general terms and conditions.

Article 19 - Applicable law and competent court

Dutch law applies exclusively to any agreement between the parties.
The Dutch court in the district where Powerlit VOF is established has exclusive jurisdiction to hear any disputes between the parties, unless the law prescribes otherwise.
The applicability of the Vienna Sales Convention is excluded.
If one or more provisions of these general terms and conditions are deemed to be unreasonably onerous in legal proceedings, the remaining provisions will remain in full force.

These general terms and conditions apply since: January 1, 2024

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General Terms and Conditions (B2B)

Article 1 - Definitions

Powerlit VOF, established in Rotterdam, Chamber of Commerce number 92417604, is referred to in these general terms and conditions as the service provider.
The counterparty to the service provider is referred to in these general terms and conditions as the client.
The parties are the service provider and the client together.
The Agreement means the agreement for the provision of services between the parties.

Article 2 - Applicability of general terms and conditions

These terms and conditions apply to all quotations, offers, work, agreements and deliveries of services or goods by or on behalf of the service provider.
Deviation from these conditions is only possible if this has been expressly agreed in writing by the parties.
The agreement always contains best-effort obligations for the service provider, not result obligations.

Article 3 - Payment

Invoices must be paid within 14 days of the invoice date, unless the parties have made other written arrangements or a different payment term is stated on the invoice.
Payments are made without any appeal to suspension or settlement by transferring the amount due to the bank account number specified by the service provider.
If the client fails to pay an invoice within the agreed-upon period, they are automatically in default, without any notice being required. From that moment on, the service provider is entitled to suspend its obligations until the client has fulfilled its payment obligations.
If the client remains in default, the service provider will proceed with collection. The costs associated with this collection will be borne by the client. If the client is in default, they are also liable to pay the service provider statutory (commercial) interest, extrajudicial collection costs, and other damages in addition to the principal amount. The collection costs are calculated based on the Decree on Compensation for Extrajudicial Collection Costs.
In the event of liquidation, bankruptcy, seizure or suspension of payments of the client, the claims of the service provider on the client are immediately due and payable.
If the client refuses to cooperate with the execution of the assignment by the service provider, he is still obliged to pay the agreed price to the service provider.

Article 4 - Offers and quotations

The service provider's offers are valid for a maximum of one month, unless a different acceptance period is specified in the offer. If the offer is not accepted within that period, it expires.
Delivery times in quotations are indicative and do not entitle the client to cancellation or compensation if they are exceeded, unless the parties have expressly agreed otherwise in writing.
Offers and quotes do not automatically apply to repeat orders. Parties must explicitly agree to this in writing.

Article 5 - Prices

The prices stated on offers, quotations and invoices from the service provider are exclusive of VAT and any other government levies, unless expressly stated otherwise.
The prices of goods are based on the cost prices known at the time. Increases in these prices, which the service provider could not have foreseen at the time the offer was made or the agreement was concluded, may result in price increases.
With regard to the services provided, the parties may agree on a fixed price when concluding the agreement.
If no fixed price has been agreed upon, the rate for the service may be determined based on the actual hours worked. The rate is calculated according to the service provider's usual hourly rates, applicable for the period in which the work is performed, unless a different hourly rate has been agreed upon.
If no rate based on actual hours worked has been agreed upon, a target price will be agreed upon for the service, with the service provider entitled to deviate from this by up to 10%. If the target price exceeds 10%, the service provider must inform the client in a timely manner why a higher price is justified. In that case, the client has the right to cancel any part of the assignment that exceeds the target price plus 10%.

Article 6 - Price indexation

The prices and hourly wages agreed upon at the time of entering into the agreement are based on the current price level. The service provider reserves the right to adjust the fees charged to the client annually on January 1st.
Adjusted prices, rates and hourly wages will be communicated to the client as soon as possible.

Article 7 - Provision of information by the client

The client shall make all information relevant to the execution of the assignment available to the service provider.
The Client is obliged to provide the Service Provider with all data and documents that it deems necessary for the correct execution of the assignment, in a timely manner and in the desired form and manner.
The Client guarantees the correctness, completeness and reliability of the data and documents made available to the service provider, even if these originate from third parties, unless the nature of the assignment dictates otherwise.
The Client indemnifies the service provider against any damage in any form whatsoever resulting from failure to comply with the provisions of the first paragraph of this article.
If and to the extent the client requests this, the service provider will return the relevant documents.
If the client fails to provide the data and documents requested by the service provider, fails to provide them in a timely manner or fails to provide them properly, and the execution of the assignment is delayed as a result, any additional costs and fees resulting from this will be borne by the client.

Article 8 - Withdrawal of order

The client is free to terminate the assignment to the service provider at any time.
If the client cancels the assignment, the client is obliged to pay the wages owed and the expenses incurred by the service provider.

Article 9 - Execution of the agreement

The Service Provider will perform the Agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
The service provider has the right to have work carried out by third parties.
The implementation takes place in mutual consultation and after written agreement and payment of any agreed advance payment.
It is the client's responsibility to ensure that the service provider can commence the assignment on time.

Article 10 - Contract duration assignment

The agreement between the client and the service provider is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or the parties have expressly agreed otherwise in writing.
If the parties have agreed on a deadline for the completion of certain work within the term of the agreement, this is never a strict deadline. If this deadline is exceeded, the client must notify the service provider in writing.

Article 11 - Amendment of the agreement

If during the performance of the agreement it appears that it is necessary to change or supplement the work to be performed for proper execution of the assignment, the parties shall adjust the agreement accordingly in a timely manner and in mutual consultation.
If the parties agree to amend or supplement the agreement, the completion date may be affected. The service provider will inform the client of this as soon as possible.
If the amendment or addition to the agreement has financial and/or qualitative consequences, the service provider will inform the client of this in writing as soon as possible.
If the parties have agreed on a fixed fee, the service provider will indicate to what extent the change or addition to the agreement will result in an excess of this fee.

Article 12 - Force Majeure

In addition to the provisions of Article 6:75 of the Dutch Civil Code, a failure by the service provider to fulfill any obligation to the client cannot be attributed to the service provider in the event of a circumstance beyond the service provider's control that prevents the service provider from fulfilling its obligations to the client in whole or in part, or that makes fulfilling its obligations unreasonably impossible. These circumstances include non-performance by suppliers or other third parties, power outages, computer viruses, strikes, adverse weather conditions, and work stoppages.
If a situation as described above occurs as a result of which the service provider cannot fulfill its obligations to the client, those obligations will be suspended for as long as the service provider cannot fulfill its obligations. If the situation referred to in the previous sentence has lasted for 30 calendar days, the parties have the right to terminate the agreement in writing, in whole or in part.
In the event referred to in the second paragraph of this article, the service provider shall not be liable for any damages, even if the service provider enjoys any benefit as a result of the force majeure situation.

Article 13 - Settlement

The Client waives its right to offset a debt to the service provider against a claim on the service provider.

Article 14 - Suspension

Client waives the right to suspend the fulfillment of any obligation arising from this agreement.

Article 15 - Transfer of rights

Rights of a party under this agreement may not be assigned without the prior written consent of the other party. This provision is considered a clause with property law effect as defined in Article 3:83, paragraph 2, of the Dutch Civil Code.

Article 16 - Lapse of the claim

Any right to compensation for damage caused by the service provider expires in any case 12 months after the event from which the liability directly or indirectly arises. This does not exclude the provisions of Article 6:89 of the Dutch Civil Code.

Article 17 - Warranty

The parties have entered into a service agreement, which for Powerlit VOF only contains an obligation of best efforts and therefore not an obligation of results.

Article 18 - Insurance

The Client undertakes to adequately insure and keep insured delivered goods that are necessary for the performance of the underlying agreement, as well as goods of the service provider that are present at the Client and goods that have been delivered under retention of title, against, among other things, fire, explosion and water damage, as well as theft.
The Client shall make the policy of these insurances available for inspection upon first request.

Article 19 - Liability for damages

The service provider shall not be liable for any damage arising from this agreement unless the service provider has caused the damage intentionally or through gross negligence.
In the event that the service provider is liable to pay damages to the client, the damages will not exceed the fee.
Any liability for damages arising from or related to the performance of an agreement is always limited to the amount paid in the relevant case by the professional liability insurance policy(ies). This amount is increased by the deductible under the relevant policy.
The limitation of liability also applies if the service provider is held liable for damage that directly or indirectly results from the improper functioning of the equipment, software, data files, registers or other items used by the service provider in the execution of the assignment.
The service provider is not liable for damage resulting from intent or deliberate recklessness on the part of the service provider, its manager or subordinates.

Article 20 - Client's liability

If an assignment is placed by more than one person, each of them is jointly and severally liable for the amounts owed to the service provider under that assignment.
If an assignment is placed directly or indirectly by a natural person on behalf of a legal entity, this natural person may also be the client in their private capacity. This requires that this natural person can be considered the (co-)policymaker of the legal entity. In the event of non-payment by the legal entity, the natural person is therefore personally liable for payment of the invoice, regardless of whether it is issued in the name of a legal entity, the client as a natural person, or both, at the request of the client or otherwise.

Article 21 - Indemnification

The client indemnifies the service provider against all claims from third parties relating to the goods and/or services supplied by the service provider.

Article 22 - Obligation to complain

The client is obligated to immediately report any complaints about the work performed to the service provider in writing. The complaint must contain as detailed a description as possible of the deficiency, enabling the service provider to respond adequately.
In any event, a complaint cannot lead to the service provider being obliged to perform work other than that agreed upon.

Article 23 - Retention of title, right of suspension and right of retention

The goods present at the client's premises and the delivered goods and parts remain the property of the service provider until the client has paid the entire agreed price. Until then, the service provider can invoke its retention of title and take back the goods.
If the agreed advance payments are not paid or are not paid on time, the service provider has the right to suspend the work until the agreed portion has been paid. This constitutes default by the creditor. In that case, a late delivery cannot be held against the service provider.
The service provider is not authorised to pledge or otherwise encumber the items subject to its retention of title.
If goods have not yet been delivered, but the agreed advance payment or price has not been paid as agreed, the service provider has the right of retention. The goods will not be delivered until the client has paid in full and in accordance with the agreement.
In the event of liquidation, insolvency or suspension of payments of the client, the client's obligations are immediately due and payable.

Article 24 - Intellectual property

Unless the parties have agreed otherwise in writing, the service provider retains all intellectual absolute rights (including copyright, patent rights, trademark rights, design and model rights, etc.) to all designs, drawings, writings, data carriers or other information, quotations, images, sketches, models, mock-ups, etc.
The aforementioned intellectual property rights may not be copied, shown to third parties and/or made available or used in any other way without the written permission of the service provider.
The Client undertakes to maintain confidentiality of the confidential information provided to them by the service provider. Confidential information includes, in any case, the information to which this article applies, as well as company data. The Client undertakes to impose a written confidentiality obligation on its personnel and/or third parties involved in the performance of this agreement, in accordance with this provision.

Article 25 - Confidentiality

Each party shall keep confidential all information it receives from the other party (in whatever form) and all other information relating to the other party which it knows or has reasonable grounds to believe is secret or confidential, or information the dissemination of which could damage the other party, and shall take all necessary steps to ensure that its personnel also keep the said information confidential.
The confidentiality obligation referred to in the first paragraph of this Article does not apply to information:
which was already public at the time the recipient received the information or subsequently became public without a breach by the receiving party of a duty of confidentiality incumbent on it
which the receiving party can prove was already in its possession at the time of provision by the other party
which the receiving party has received from a third party where that third party was entitled to provide this information to the receiving party
which is made public by the receiving party on the basis of a legal obligation
The confidentiality obligation described in this article applies for the duration of this agreement and for a period of three years after its termination.

Article 26 - Penalty for breach of confidentiality obligation

If the client violates the confidentiality clause of these terms and conditions, the client will owe the service provider an immediately payable penalty of €5,000 for each violation, plus an additional €500 for each day the violation continues. This applies regardless of whether the violation is attributable to the client. Furthermore, no prior notice of default or legal proceedings are required for this penalty. Furthermore, no damages of any kind are required.
The forfeiture of the fine referred to in the first paragraph of this Article shall be without prejudice to the other rights of the service provider, including its right to claim damages in addition to the fine.

Article 27 - Non-transfer of personnel

The Client shall not employ employees of the service provider (or of companies engaged by the service provider for the performance of this agreement and who were (or are) involved in the performance of the agreement). Nor shall the Client otherwise allow them to work for it, directly or indirectly. This prohibition applies for the duration of the agreement and up to one year after its termination. One exception applies to this prohibition: the parties may, in good business consultation, make other arrangements. These arrangements are valid insofar as they are recorded in writing.

Article 28 - Amendment of general terms and conditions

Powerlit VOF is entitled to amend or supplement these general terms and conditions.
Minor changes may be made at any time.
Powerlit VOF will discuss major content changes with the client in advance as much as possible.

Article 29 - Applicable law and competent court

Dutch law applies exclusively to any agreement between the parties.
The Dutch court in the district where Powerlit VOF is established/practices/has its office has exclusive jurisdiction to hear any disputes between the parties, unless the law prescribes otherwise.

These general terms and conditions apply from: January 1, 2024

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