Article 1 – General

1. These terms and conditions apply to all delivery agreements concluded by Sunbrellasierpillows.nl, hereinafter referred to as the contractor. Deviating stipulations only bind the contractor after written approval on its part and only for the agreement to which the approval relates.
2. The present terms and conditions also apply to agreements with the contractor, for the implementation of which third parties must be involved by the contractor.
3. The person with whom the contractor enters into a supply agreement, hereinafter referred to as the buyer, is deemed to have read these conditions by referring to the Chamber of Commerce, website or accompanying documents.
4. If one or more provisions of these general terms and conditions are void or voidable, this will not affect the validity of the other provisions. In the event of the nullity of one or more provisions of these terms and conditions, the parties will be bound by rules of as similar purport as possible, which are not subject to nullity.
5. The applicability of any purchase or other conditions of the buyer is expressly rejected.

Article 2 – Offers and quotations

1. All offers or quotations from the contractor are without obligation unless they contain a term for acceptance. If a quotation or offer contains an offer without obligation and this offer is accepted by the buyer, the contractor has the right to revoke the offer within 2 working days after receipt of the acceptance.
2. The Client cannot be held to its quotations or offers if the Buyer can reasonably understand that the quotations or offers, or a part thereof, contain an obvious mistake or error.
3. A composite quotation does not oblige the contractor to perform part of the assignment against a corresponding part of the stated price. Offers or quotations do not automatically apply to future orders.

Article 3 – Cancellation and return

1. If the buyer cancels the assignment to the contractor, he is obliged to compensate the contractor by paying 100% of the costs already incurred by the contractor.
   
2. The goods may not be returned to the contractor without the prior consent of the contractor. Any costs and risk of return shipment are borne by the buyer.
3. The Contractor is authorized to suspend the fulfillment of the obligations or to dissolve the agreement immediately and with immediate effect if: – The buyer does not fulfill the obligations under the agreement, or does not do so in full or on time; – After concluding the agreement, the contractor becomes aware of circumstances that give good grounds to fear that the buyer will not fulfill its obligations; – When concluding the agreement, the buyer was requested to provide security for the fulfillment of his obligations under the agreement and this security is not provided or is insufficient; – If, due to the delay on the part of the buyer, the contractor can no longer be required to comply with the agreement under the originally agreed conditions, the contractor is entitled to dissolve the agreement. – If circumstances arise of such a nature that fulfillment of the agreement is impossible or unaltered maintenance of the agreement cannot reasonably be required of the contractor.
4. If the dissolution is attributable to the buyer, the contractor is entitled to compensation for the damage, including the costs, resulting directly and indirectly.
5. If the contractor proceeds to suspension or dissolution, he is in no way obliged to pay compensation for damage and costs arising therefrom or compensation in any way, while the buyer, on account of non-performance, is obliged to pay compensation or compensation. Conditions filed with the Chamber of Commerce in Nijmegen Number 17246975.
6. In the event of liquidation, (application for) suspension of payment or bankruptcy, of attachment - if and insofar as the attachment has not been lifted within three months - at the expense of the buyer, of debt restructuring or any other circumstance as a result of which the buyer can no longer freely can dispose of its assets, the user is free to terminate the agreement immediately and with immediate effect or to cancel the order or agreement, without any obligation on its part to pay any compensation or compensation. In that case, the contractor's claims against the buyer are immediately due and payable.

Article 4 – Prices

1. Unless otherwise agreed or expressly stated, the prices include 21% VAT. Price changes and typing errors are reserved. Prices are exclusive of transport costs unless it is indicated that these are included. See also Article 7 paragraph 4.
2. If, after concluding the agreement, the buyer makes special wishes known in writing with regard to packaging, method or term of delivery and the contractor complies with those wishes after written agreement, the resulting additional costs will be borne by the buyer.

Article 5 – Price changes

1. Any increase in any price factor influencing the cost price occurring or continuing after the date of the quotation or quotation from the contractor entitles the contractor to the date of the signing of the order confirmation by the buyer to increase the price agreed with the contractor for the goods to be delivered by it. to increase accordingly, with due observance of any applicable statutory regulations. New prices will be communicated to buyer.
2. Any increase in any price factor influencing the cost price relating to the raw materials necessary for production occurring or continuing after the date of receipt of the order confirmation received by the buyer from the contractor entitles the contractor to reasonably adjust the price agreed with the contractor for the end products to be delivered by it accordingly. increase, all this with due observance of any applicable statutory regulations. This article only concerns purchase prices of raw materials obtained from third parties over which the contractor has no influence.
3. In the event of a price increase as referred to under 5.2, the new prices will be communicated to the buyer, who will then be entitled to cancel the purchase agreement by registered letter within 14 days following notification of the price increase, without being obliged to pay any compensation. If the buyer has not canceled the agreement within this period, he is deemed to have agreed to the increased prices.

Article 6 – Payment and Retention of Title

1. Payment of the purchase price is due by bank transfer or cash before delivery. the contractor is entitled to demand advance payment or security for the payment of the purchase price for orders that exceed a certain amount.
2. As long as what is owed to the contractor by the buyer, including any interest and costs, has not been paid, the contractor reserves the right to the goods delivered by the contractor with regard to the amount due as security for payment. However, these goods are entirely at the buyer's risk. See also Article 11, paragraphs 3 to 6.
3. In the event of negligence in payment, the buyer is in default and the contractor is entitled, without any notice of default or judicial intervention, to charge him interest on the amount still due, which is equal to 7% cumulative per month of the amount due. The interest on the due and payable amount will be calculated from the moment that the buyer is in default until the moment of payment of the full amount due.
4. In addition to the purchase price with the interest described above, the contractor is entitled to claim from the buyer all extrajudicial costs caused by the buyer's non-payment. Extrajudicial costs are payable by the buyer in any case in which the contractor has insured itself for the collection of help from a third party for the Conditions filed with the Chamber of Commerce in Nijmegen Number 17246975. These extrajudicial costs are deemed to have been set by the parties at a minimum of 15% + VAT of the principal sum, with a minimum of €. 750.00.
5. Business buyers and Consumers will receive an invoice for delivery, which must be paid 1 day before delivery, if applicable with deduction of a down payment already received as referred to in point 6.1 of a maximum of 50%.
6. If the buyer does not fulfill its obligations under any agreement with the contractor, the contractor may suspend the fulfillment of its obligations.
7. the buyer is never entitled to set off the amounts owed by him to the contractor.
8. All goods delivered by the user in the context of the agreement remain the property of the contractor until the buyer has properly fulfilled all obligations under the agreement(s) concluded with the contractor.
9. Goods delivered by the user that fall under the retention of title pursuant to paragraph 3 may not be resold and may never be used as a means of payment. The buyer is not authorized to pledge or encumber in any other way the goods subject to retention of title.
10. the buyer undertakes to insure the goods delivered under retention of title and to keep them insured against fire, explosion and water damage as well as against theft and to make the policy of this insurance available to the contractor for inspection on first request. In the event of a possible payment from the insurance, the contractor is entitled to these payments. Insofar as necessary, the buyer undertakes vis-à-vis the contractor in advance to cooperate with everything that may (appear to be) necessary or desirable in that context.
11. In the event that the contractor wishes to exercise its property rights referred to in this article, the buyer gives unconditional and irrevocable permission in advance to the contractor and third parties to be designated by the contractor to enter all those places where the contractor's property is located and to take back those goods. .

Article 7 – Delivery

1. The delivery time starts after receipt of the total invoice amount.
2. Unless agreed otherwise in writing, it is legally stipulated that the purchaser may dissolve the purchase free of charge and without notice of default if delivery is not made within 120 days. Exceptions to this may be in case of large orders or peak season crowds. In case the delivery time deviates from the standard, you will be informed of this in writing with the order confirmation.
3. The moment of delivery and the moment at which the risk of the goods transfers to the buyer is the moment at which the goods to be delivered have left the factory or office or site of the contractor on their way to the buyer or have otherwise been sent or provided by the contractor to the buyer.
4. Goods can be picked up or delivered. Delivery costs will be charged for delivery.
5. If the order amount requires a down payment as referred to in these terms and conditions and the buyer fails to fulfill its payment obligations, the contractor may suspend fulfillment of its delivery; the production of ordered goods will only commence after the first down payment or full payment has been received, regardless of whether this means that the agreed delivery time is exceeded.

Article 8 – Warranties and Liability

1. The contractor guarantees a guarantee on different brands of outdoor fabrics, all have a different guarantee condition that ranges from 2 to 6 years on color fastness.
2. If the warranty provided by the contractor concerns an item that was produced by a third party, then the warranty is limited to that provided by the manufacturer of the goods, unless stated otherwise. After the warranty period has expired, all costs for repair or replacement, including administration, shipping and call-out costs, will be charged to the buyer.
3. the contractor may require that the defective product be returned to the contractor at the expense and risk of the buyer in order to enable the contractor to fulfill its warranty obligations. Shipment of the readjusted, repaired or replacement product to the buyer will be borne by the contractor. Conditions filed with the Chamber of Commerce in Nijmegen Number 17246975.
4. Separate parts sold separately are not guaranteed and are sold without any liability on the part of the contractor.
5. Any form of warranty will lapse if a defect has arisen as a result of or ensues from injudicious or improper use thereof, incorrect storage or (substance) maintenance thereof by the buyer and/or by third parties when, without written permission from the contractor, the buyer or third parties have made or attempted to make changes to the goods, other items are attached to them that should not be attached to them or if they are processed or processed in a manner other than the prescribed one. The buyer is also not entitled to a warranty if the defect is caused by or is the result of circumstances beyond the contractor's control, including, but not limited to, weather conditions (such as, for example, extreme rainfall or temperatures).

Article 9 – Complaints about delivery

1. Each delivery can be regarded as independent, so that complaints relating to a specific delivery cannot influence any other delivery and/or any obligation(s) arising therefrom for the buyer.
2. Complaints received later than 14 days after the delivery date can no longer be processed. upon delivery the buyer is expected to check the goods for quality and/or quantity and visible defects, errors or imperfections and to make this known to the contractor by noting this on the delivery note. The buyer must give the contractor the opportunity to investigate a complaint or have it investigated.
3. the contractor decides whether the goods in respect of which a complaint has been found to be justified will be replaced or repaired, or whether the purchase price will be refunded.
4. If the buyer complains in time, this does not suspend his payment obligation. In that case, the buyer also remains obliged to purchase and pay for any other items ordered.
5. The goods may not be returned by the buyer without the prior written consent of the contractor. The granting of this authorization does not imply an acknowledgment that the returned goods are defective or otherwise unsuitable.
6. If it is established that a complaint is unfounded, then the costs incurred as a result, including the research costs incurred by the contractor as a result, will be fully borne by the buyer.

Article 10 – Changes

1. Since the contractor's policy is aimed at continuous improvement of its goods, the contractor reserves the right to change its models when it deems this justified or necessary. the contractor is not obliged to deliver exactly the same model in the event of additional orders for goods. Changes can also be made to an ongoing assignment if the contractor deems this necessary for the improvement of the product.

Article 11 – Intellectual Property

1. the contractor retains the intellectual property rights with regard to the designs, images, drawings, technical specifications and the like provided by it.
2. If an agreement is not concluded after a non-binding offer, you are expected to return all design drawings and specifications provided by the contractor to the contractor; these may not be provided to third parties or copied for personal use or for the execution of designs by a supplier other than the contractor.

Article 12 – Force majeure

1. If the contractor is unable to deliver due to force majeure, i.e. any circumstance that cannot reasonably be attributed to the contractor, such as COVID, strikes, natural disasters or because the supplier of the contractor does not or no longer delivers the relevant (semi-) product, the agreement will be terminated by operation of law. dissolved if the situation of force majeure is permanent. This includes force majeure that is temporary but of which it is certain that it will last longer than 120 days or which has in fact lasted longer than 120 days.
2. In other cases of temporary force majeure, the agreement remains in force, but the obligations of the parties are suspended until the situation of force majeure ceases to exist. Conditions filed with the Chamber of Commerce in Nijmegen Number 17246975.
3. Insofar as the contractor has already partially fulfilled its obligations under the agreement at the time of the commencement of force majeure or will be able to fulfill them, and the fulfilled or to be fulfilled part has independent value, the contractor is entitled to separate the already fulfilled or to be fulfilled part separately. to invoice. The buyer is obliged to pay this invoice as if it were a separate agreement.

Article 13 – Personal registration

1. The personal data stated on the purchase agreement or order confirmation and/or invoice, or obtained by us in connection with our services, are included in the personal registration that our company has of our customers.
2. Personal data will not be provided to third parties or used for other (commercial) purposes than those purposes that are useful for the implementation of the agreement.
3. Personal data is kept in order to optimally provide the buyer with up-to-date product information until delivery of the ordered goods and to be able to fulfill our warranty obligations towards the buyer.

Article 14 – Applicable law

1. Dutch law applies to all agreements between the buyer and the contractor to which these general terms and conditions apply.
2. Parties will only appeal to the courts after they have made every effort to settle a dispute in mutual consultation.
3. All disputes related to agreements between the client and the contractor to which these terms and conditions apply and which do not fall within the competence of the subdistrict court, will be settled by the competent court in the district in which the contractor is established. Dutch law applies to every agreement between the contractor and the buyer.