General Payment and Delivery Terms of VehGro B.V. (registered with the Chamber of Commerce under number 73396427) are:
- All offers (quotations) from VehGro B.V. (hereinafter referred to as “VehGro”) are non-binding, and VehGro expressly reserves the right to change prices and terms and conditions, especially when required by (legal) regulations or prompted by factors beyond VehGro's control.
- These general terms and conditions apply to all offers from and agreements with VehGro.
- In addition to these general terms, VehGro may apply supplementary conditions specifically related to the type of transaction or nature of the work. These supplementary conditions are part of these general terms.
- These terms and conditions are implicitly applicable to subsequent agreements or assignments from a Purchaser who has previously contracted VehGro under these terms.
- Price listings, website expressions, and other price indications on the VehGro webshops or (digital) catalogues are not offers.
- Quotes are non-binding unless stated otherwise in the quote.
- VehGro is not liable for delays or miscommunication of orders due to internet or any other communication means, unless there is intent or gross negligence on VehGro's part.
- VehGro reserves the right to cancel orders at any time free of charge and without compensation. If payment has been made, it will be refunded.
- If no payment by the customer occurs within 14 days after issuing a pro-forma invoice, an order will be automatically canceled.
Art.3 Delivery Costs/Payment
- VehGro's products are delivered at prices applicable on the shipping date from VehGro's warehouse. VehGro's services are provided at the agreed (fixed or variable) price, which VehGro calculates in its usual way after providing the service.
- Current details about delivery costs are mentioned under the shipping information chapter at https://www.vehgroshop.nl/verzendinformatie.html
- Advance payment is possible using multiple payment options shown during checkout. After receiving full payment, including additional charges like shipping costs, your order will be dispatched. Deviating agreements are made after consultation and confirmation from VehGro. Payment upon invoice is only possible if VehGro has activated this option for the customer.
- Customers are not allowed to offset open invoices. The customer is also not entitled to suspend payment obligations, unless expressly agreed with the Seller.
- Claims and/or warranty claims do not grant the right to delay payment or partial payment.
- If a customer does not pay the invoice by the due date, they owe VehGro the statutory commercial interest plus a 2% markup on the outstanding amount from the invoice date until payment.
- Payment should be made by bank in advance, unless otherwise agreed in writing. If VehGro sends an invoice, payment should be made within 14 days of the invoice date unless otherwise agreed in writing.
- Payments made by the customer always serve to settle accrued interest, costs, and then the oldest outstanding invoices, even if the customer states that the payment relates to a later invoice.
- If the customer doesn't pay within the given period and VehGro pursues collection through legal or other means, the customer must pay a fee for associated costs.
- VehGro can always demand the customer provide sufficient security for payment in a manner specified by VehGro.
- Replacement products are accepted only with prior agreement and exclusively for payment purposes. VehGro does not guarantee the timely provision of replacement products.
Art. 4 Dropshipment
Dropshipping is the process wherein the Seller (VehGro) offers the Buyer (paying customer of VehGro) the opportunity to purchase Products which are then kept in stock by the Seller. Consumers can order these Products from the Buyer at a price set by the Buyer. After a sale, the Buyer sends the packing slip by email to the Seller. The Seller picks and packs the order and sends the Products on behalf of, and at the expense and risk of, the Buyer to the Customers, in such a way that the Customers do not see that the Products come from the Seller (if possible).
- Dropshipping order where orders are sent to an address other than that of the Buyer are also subject to these general terms and conditions.
- Products are sent by parcel post to the customer's specified delivery address, where the customer must sign for receipt. The absence of a signature or dispute about the receipt of a product does not exempt the Buyer from its payment obligations to the Seller.
- The risk of damage to and loss of the Products transfers immediately to the Buyer once the Products are handed over to the (external) carrier. The Seller is not liable for any damage from returns or damage resulting from lost returns.
- In the event of returns, the Buyer maintains contact with the Customer. The Buyer will never refer a customer to the Seller in the event of a return. The Seller assesses the product upon timely arrival for the degree of defectiveness. This degree determines any refund amount or replacement. If the Seller determines that the Product is defective and this is due to a cause that is for the account and risk of the Seller, then the Seller will send a new product to the Customer. The shipping costs for then returning the defective Product and re-sending a new Product are borne by the Seller. If the Seller determines that the defect of the product is not at her expense and risk, she will notify the Buyer and return the product to the Buyer at the expense and risk of the Buyer.
- The Buyer indemnifies the Seller against claims from persons whose personal data are registered or processed in the context of executing Orders, or for claims from third parties, whether or not based on compensation, fines, settlements, criminal transaction proposals or otherwise, and fully compensates the Seller for this.
- The buyer guarantees that he will not infringe on the intellectual property rights of the Seller or the Seller's supplier in relation to the Products.
- Product prices are subject to (daily) change. The prices to be paid by the Buyer are the prices at the moment the Seller accepts an Order.
- Shipping costs, storage fees, and handling charges are settled using advance invoices. These advance invoices must be paid (monthly) in advance. If the payment obligation is not met on time, VehGro can delay deliveries. These costs are listed by the Seller at: https://www.vehgroshop.com/dropshipment
Art. 5 Delivery Period
- All items from the webshop are usually available from stock within 1-7 working days. However, it may happen that an item is temporarily out of stock or has been taken out of stock. In such a case, you will be informed by email or phone, and VehGro will hold onto your order. If backordering is no longer possible, you will also be informed. As of now, VehGro aims to deliver your order within 1-7 working days (after receipt of your payment). All stated or indicated delivery times are only indicative and cannot lead to any rights or liabilities. If the Buyer is in default with any payment, VehGro is entitled to suspend or terminate the relevant agreement and related agreements without prior notice.
- The delivery period commences when agreement on all details has been reached and after all the information necessary for the execution of the agreement is in the possession of VehGro.
- Specified delivery times are deemed to be approximate. There is never a fatal deadline for the Seller.
- The agreed delivery times are not intended to mean that VehGro is in default by law after they expire, but a further written notice of default is always required, granting VehGro a period of at least one month to meet her obligations.
- Exceeding a delivery time never gives the buyer the right to any compensation, termination of the contract, or any other action against VehGro. This is only different in the case of intentional or gross negligence by VehGro or its managerial staff.
- If the indicative delivery time is exceeded by more than three months, the buyer has the right to terminate the agreement, but without being able to claim any compensation.
- Delivery takes place as soon as the items have been delivered or offered for delivery at the agreed place.
Art.6 Force Majeure
- In the event that VehGro is prevented by force majeure from fully or partially fulfilling the agreement, and/or is prevented from fulfilling the agreement in a timely manner, VehGro is not liable for any damage. Force majeure is understood to mean any shortcoming which cannot be attributed to VehGro, as it is not due to its fault and neither by law, legal act or generally accepted views is at its expense.
Art.7 Retention of Title
- Ownership of delivered products only transfers when the Buyer has fully settled all that he owes to VehGro under any agreement. The risk regarding the products transfers to the Buyer at the moment of delivery.
Art.8 Complaints and Liability
- The Buyer is obliged to inspect the products immediately upon delivery to ensure they comply with the agreement.
- General complaints and complaints about invoices must be communicated in writing to VehGro within three (3) days of receipt of the items or the invoices, with a proper description of the complaint. If a defect in the items could not have been discovered immediately upon receipt, then the complaint must be reported in writing within three (3) days of discovering the defect, with a proper description of the complaint and the reason it couldn't be discovered earlier.
- During the complaint period (3 days), the Buyer will handle the product and its packaging with care. He will only unpack or use the product to the extent necessary to determine whether he wishes to keep it.
- After the expiration of the above term, it is assumed that VehGro has met its obligations correctly and that the buyer acknowledges the items or invoices as correct.
- Complaints never give the buyer the right to suspend his payments.
- If VehGro deems a complaint valid, it has the right, at its discretion: a) to revise the invoice and adjust the invoice amount accordingly; b) to replace the delivered item with a product of similar specifications; c) to take back the delivered product and terminate the agreement, refunding the invoice amount paid by the buyer, without any obligation to pay damages.
- In any case, the buyer must immediately allow VehGro the opportunity to rectify any defects.
Art.9 Right of Withdrawal B2B
- The Buyer does not have a right of withdrawal unless this has been expressly agreed with VehGro or VehGro has clearly stated this in the offer, or in any case before the conclusion of the agreement.
- The right of withdrawal is always excluded for products: a) that have been customized by VehGro according to the buyer's specifications and are thus not resellable; b) that are clearly personal in nature; c) that by their nature cannot be returned; d) all food items and items that are perishable in nature (those that can spoil or age quickly); e) whose price is tied to fluctuations in the financial market over which VehGro has no influence.
- If the buyer uses his right of withdrawal, he will return the product with all supplied accessories and in the original state and packaging to VehGro, following the reasonable and clear instructions provided by VehGro.
- If the buyer exercises his right of withdrawal, the return shipping costs are his responsibility. If the buyer has made a payment, VehGro will refund this amount as soon as possible, but no later than 30 days after receiving the returned item in the correct condition.
Art.10 Warranty / Limitation of Liability
- Neither VehGro nor third parties engaged by it for the creation or performance of any agreement are liable for any damage resulting from and related to the agreement, whether suffered by the buyer or any third party involved in the execution of the agreement, directly or indirectly, regardless of the cause.
- Notwithstanding the foregoing, VehGro is never liable: a) for non-delivery or late delivery; b) for information in brochures, catalogs, advertising materials, quotes, etc.; c) in case of non-attributable shortcomings (force majeure); d) for business and/or consequential damage, caused by any reason; e) for damage caused by the intentional or gross negligence of assistants; f) for damage resulting from the loss of any data as recorded on (magnetic) information carriers; g) for damage caused by the use of VehGro (web)shops, including the loss of data, theft of data, incorrect transmission of data, mutilation of data or other files, as well as the continued availability of data connections.
- If VehGro is liable for any damage in any case, despite the above, VehGro's liability is only to the extent that it is covered by its insurance, up to the amount paid by the insurance.
- If the insurance does not pay out in any case, VehGro is never liable for more than the invoice amount for the respective agreement.
- The buyer will indemnify VehGro against all claims by third parties against VehGro.
- The exclusions or limitations of liability contained in these conditions do not apply if the damage is the result of intentional or gross negligence by VehGro or its managing subordinates.
Art.11 Non-Attributable Shortcomings
- If after the conclusion of the agreement, VehGro cannot comply with it due to circumstances that were not reasonably foreseeable at the time of entering into the agreement or could not be known to VehGro, this shall constitute a non-attributable shortcoming (force majeure) with respect to the buyer.
- Circumstances referred to in paragraph 1 include strikes, government measures, epidemics or pandemics, delays in supply, export bans, riots, wars, mobilizations, transport impossibilities, import obstacles, negligence of suppliers and/or manufacturers of VehGro as well as assistants, employee illness, defects in auxiliary or transport means, lockouts or other labor disruptions, (extreme) financial market price falls, and events that VehGro cannot reasonably insure against.
- In the event of force majeure, VehGro has the right to suspend its obligations. VehGro is also entitled to dissolve the agreement entirely or partially, or to demand that the content of the agreement be modified in such a way that execution remains possible. In no case is VehGro obliged to pay any penalty or compensation. VehGro retains the right to payment for the work already performed and the costs incurred.
- VehGro does not have the authority to suspend if compliance is permanently impossible or the temporary impossibility lasts for more than six months. In these cases, the agreement can be dissolved by the most diligent party without the buyer having the right to compensation for any damage.
- If the purchaser fails to fulfill his obligations to VehGro properly, promptly, or at all, or if bankruptcy is applied for/is declared, if he applies for a suspension of payment, or offers an arrangement or settlement to his creditors or a part of them, also in the case of seizure of his assets or part of them, or if he proceeds to the sale or liquidation of his company, as well as in the event of death, being placed under guardianship, or if he loses control or management over his company, business, or part of them in some other way, the purchaser is by law in default and any claim that VehGro has or obtains at his expense becomes immediately and at once due without any default notice being required.
- In cases mentioned above, VehGro has the right to suspend further execution of the agreement or to dissolve it wholly or partially without any default notice.
- VehGro is always entitled to claim compensation from the purchaser and to take back the goods delivered.
- If the purchaser wants to terminate the agreement, he must always put VehGro in default in writing first and give it a reasonable period to meet its obligations, or to remedy shortcomings, which shortcomings must be described precisely in writing by the purchaser.
- The purchaser has no right to terminate the agreement wholly or partially or to suspend his obligations if he was already in default with the fulfillment of his obligations.
- In the case of partial termination, the purchaser cannot claim the undoing of already performed services by VehGro, and VehGro has an unabated right to payment for the services already performed by it.
- In the case of (partial) termination, the purchaser cannot claim compensation or otherwise compensation for suffered damage and/or losses.
- All images, drawings, data regarding weights, dimensions, colors, etc., included on the website(s) or in price listings, folders, and catalogs, are only approximate and cannot lead to compensation and/or termination.
- All designs, images, etc., made by or on behalf of VehGro, as referred to in this article, remain the property of VehGro and may not be copied or otherwise reproduced, shown to third parties, or used in any way without express written permission.
Art.14 Applicable Law/Jurisdiction
- Only Dutch law applies to all rights, obligations, offers, orders, and agreements of purchasers in the Netherlands, to which these general terms and conditions apply.
- In addition to Dutch law, the Vienna Sales Convention (CISG) also applies to all rights, obligations, offers, orders, and agreements with purchasers outside the Netherlands, to which these general terms and conditions apply.
- If any provision of these general terms and conditions should conflict with applicable law, this provision shall be amended so that it complies with the applicable law, as far as possible, taking into account the intention of the relevant provision and maintaining the other provisions of these general terms and conditions.
- The District Court of Overijssel, located in Almelo, will hear all disputes that may arise between VehGro and the purchaser unless VehGro prefers to submit the dispute to the competent judge of the purchaser's place of residence.