GENERAL TERMS AND CONDITIONS - v7.2 dec. '20
These terms and conditions apply to the economic traffic and trade with Fronthouse Innovative Concepts B.V. (hereafter: F.I.C.) with the KvK number 53788494, established in Eindhoven. Vitaallicht and Sparckel are trade names of F.I.C..
Article 1: Applicability of these conditions
All offers, (sales) agreements and deliveries of F.I.C. are subject to these general terms and conditions (hereafter: Conditions) to the exclusion of any other general terms and conditions. These Conditions have been filed with the Chamber of Commerce and will be sent by F.I.C. on request. These Conditions can also be consulted and/or downloaded on the Internet, see our website: www.Sparckel.nl.
1.2: In these Conditions, the other party to F.I.C. will be referred to as 'the Client'.
1.3: Purchase conditions of the Customer shall not exclude or limit the applicability of these General Terms and Conditions.
1.4: Accepting an offer, placing an order or entering into an agreement implies that the Customer accepts the applicability of these Conditions.
1.5: The provisions of these Terms and Conditions may only be deviated from in writing and solely by F.I.C., in which case the other provisions shall remain in full force.
All rights and claims stipulated in these Terms and Conditions and in any other agreements for the benefit of F.I.C. shall likewise be stipulated for the benefit of any intermediaries and other third parties engaged by F.I.C.
Article 2: Offers and agreements
2.1 All F.I.C. offers and quotations are without obligation and F.I.C. expressly reserves the right to change the prices, in particular when this is necessary on the grounds of (statutory) regulations.
2.2 An agreement shall only be concluded after F.I.C. has accepted the Customer's order in writing. F.I.C. is entitled to refuse orders or to attach certain conditions to the delivery, unless expressly stipulated otherwise. If an order is not accepted, F.I.C. shall inform the Customer thereof within ten (10) working days of receiving the order.
2.3 If the agreed price, discounts or delivery time are based on an obvious mistake, typing error or printing error, F.I.C. shall have the right to correct the error(s) or to cancel the order; the Customer shall have the same right.
2.4: All data, models and illustrations regarding colours, materials, measurements and finish are indicative. Deviations therefrom shall not constitute grounds for rejection, reduction, dissolution of the agreement or compensation for damages, if these deviations are of minor importance.
Article 3: Prices and payments
3.1: The prices stated for the offered goods are in euros (€), including VAT for consumers and excluding VAT for business customers, and excluding administration and shipping costs, any taxes or other levies, unless stated otherwise or agreed upon in writing.
3.2 All first deliveries in the Netherlands and all deliveries outside the Netherlands shall be made on the basis of payment in advance, without any discount or compensation, unless otherwise agreed in writing. Deliveries on account of payment in advance shall not be considered for dispatch until the full outstanding amount has been credited to F.I.C.'s giro or bank account, respectively. 3.3 If it concerns a subsequent delivery within the Netherlands, payment must be made, without discount or compensation, within fourteen (14) days of the invoice date, unless otherwise agreed in writing.
3.4: Payment can be made in (one of) the manner(s) indicated during the ordering process. Further payment and/or ordering conditions may be attached to an order. If payment is made by bank or giro, the date on which the giro or bank account of F.I.C. is credited shall be considered the date of payment.
3.5: If the term of payment is exceeded, the Customer will be in default from the day on which payment should have been made and will owe default interest of one per cent (1%) per month or part of a month on the outstanding amount. If payment is made after a reminder has been sent by F.I.C., the Customer shall owe administration charges of twenty-five euros (€25.00) and, if F.I.C. has contracted out its claim for collection, the Customer shall also owe the collection charges, which shall be at least fifteen per cent (15%) of the outstanding amount, without prejudice to F.I.C.'s right to claim the actual extrajudicial collection charges instead.
3.6 If the Customer is in default of any payment, F.I.C. shall be entitled to suspend or dissolve the agreement concerned and any related agreements. This is without prejudice to F.I.C.'s right to claim (additional) damages.
3.7 If prices and/or rates of price-determining factors, such as wages, materials, exchange rate differences, import duties and insurance rates, are increased for any reason whatsoever, F.I.C. shall be entitled to adjust the price of the Product accordingly.
3.8 If the prices for the offered Products and services increase in the period between the order and the execution thereof, the Customer shall be entitled to cancel the order or to dissolve the agreement within five (5) working days after notification of the price increase by F.I.C.
3.9: The Customer is entitled to return the Product up to one month after the purchase date, provided that no customer-specific colour has been agreed and there are no visible damages. The Customer will receive the purchase amount back minus the delivery and installation costs.
Article 4: Delivery and receipt
4.1 The delivery times stated by F.I.C. are indicative only. Exceeding any delivery period shall not entitle the Customer to compensation or the right to cancel the order or dissolve the agreement, unless the delivery period is exceeded to such an extent that the Customer cannot reasonably be required to maintain the agreement. The Customer is in that case
Page 1 of 4
GENERAL TERMS AND CONDITIONS - v7.2 dec. '20
In that case, the Customer shall be entitled to cancel the order or to dissolve the agreement insofar as this is necessary. Tailor-made Products produced to order cannot be cancelled after the order has been invoiced.
F.I.C. shall be entitled to deliver the Products ordered in parts and to invoice the Products delivered in this way separately.
4.3: Delivery of the Products shall take place at the place and time at which the Products are ready for dispatch to the Customer, irrespective of what has been agreed between F.I.C. and the Customer in respect of transport and possible insurance.
4.4: The Customer shall be obliged to examine upon delivery whether the Products comply with the agreement. In the event of a defect and/or damage to the packaging, the Customer must open the packaging in the presence of the carrier and check the Product for damage, and the Customer must make a note of any damage on the delivery note. If it is established that the Product is damaged as a result of the defective packaging, the Customer may refuse to accept the Product and return it to the transporter. The Customer must notify Sparckel in writing of any damage, transport damage or other defects as soon as possible and in any case within two (2) working days of delivery, or after it was reasonably possible to ascertain such. 4.5 If, in cases other than those referred to in the previous subsection, the Customer refuses a delivery, F.I.C. may charge the costs arising from this to the Customer. In addition, F.I.C. shall in that case have the right to dissolve the agreement, without prejudice to its right to claim full damages.
Article 5: Complaints & Warranty
5.1 The Customer shall inspect that which is delivered (hereinafter: the Products) as fully as possible immediately after delivery. Any complaints about faults or defects in respect of the Products, including differences in composition or quality between the Products supplied and the description given for them in the agreement, must be notified to F.I.C. in writing, stating reasons, within two (2) working days of delivery or completion respectively. Faults or defects which cannot reasonably be detected within the abovementioned period must be reported to F.I.C. in writing, stating reasons, immediately after they have been detected and no later than fourteen (14) days after delivery or completion. In the absence of timely complaints, all possible claims by the Customer relating to faults or defects in the Products shall lapse. The Customer shall also be bound to store a defective part and to return it to FIC without any freight at FIC's first request.
5.2 The warranty on F.I.C.'s Products shall be two (2) years. In the event of defects, F.I.C. shall first exchange or repair the Products. The warranty covers all mechanical and electronic parts and defects caused by manufacturing faults.
5.3: Our warranty only covers normal use. Excessive or unnatural damage and wear and tear, or damage due to improper use are not covered.
5.4: In order to invoke the guarantee provision, the Customer must prove that the Product was purchased with a purchase invoice and that the payment was made.
5.5: Products may only be returned with the prior written permission of F.I.C.
5.6: If a Product cannot be repaired or if the exchanged Product is also defective, the Customer may return Products against a refund of the full purchase price. The warranty does not affect the Customer's statutory rights. 5.7: Complaints do not release the Customer from his payment obligations towards F.I.C.
5.8: In the event that the agreement with the Customer includes different warranty provisions, these shall prevail over the warranty provisions set out in this article.
Article 6: Complaints and returns
6.1: A complaint is unfounded if the Product has not been used in accordance with the directions for use, the Product has been used improperly, has not been used in accordance with its intended purpose or the defect has occurred due to carelessness of the Customer.
6.2: Products which are the subject of a complaint may only be returned by the Customer to F.I.C. after F.I.C. has given its prior written consent or after F.I.C. has indicated that it wishes to receive the goods back. F.I.C. is entitled to give instructions regarding the method of shipment.
6.3 If it has been demonstrated that the Products do not comply with the agreement, F.I.C. shall have the choice of replacing the Products concerned with new Products upon their return or refunding the invoice value thereof.
6.4 If F.I.C. has repaired or replaced the faulty goods in response to a well-founded complaint, then F.I.C. shall be deemed to have delivered on time, even if this means that a deadline set by the Customer has been exceeded.
Article 7: Retention of title
Ownership of the Products delivered will not be transferred until the Customer has paid all that the Customer owes F.I.C. under any agreement. The risk in respect of the Products shall already pass to the Customer at the time of delivery (see Article 4, subsection 3).
Article 8: Intellectual and industrial property rights
8.1: By purchasing a Product from F.I.C., the Customer acquires a user right to the electronic documentation and software (hereinafter: Software).
8.2: The Customer acknowledges that the Software is protected by copyrights and other intellectual property and proprietary rights. F.I.C. and its third party licensors shall retain all such rights in relation to the Software.
8.3: The Customer must fully and unconditionally respect all intellectual and industrial property rights vested in the Products delivered by F.I.C.
8.4: The Customer shall not be permitted to remove or change any designation concerning copyrights, brands, trade names, patents or other rights from the Products supplied.
8.5: The rights to the data mentioned in this article remain the property of F.I.C., regardless of whether the Customer has been charged for their production. These data may not be copied or shown to third parties without F.I.C.'s prior written consent. The Customer shall owe F.I.C. a penalty of twenty-five thousand euros (€25,000) for each violation of this provision, without prejudice to F.I.C.'s right to claim full compensation.
Article 9: Liability
9.1: F.I.C. accepts liability for damage suffered by third parties, insofar as this ensues from the Product Liability Act and up to the maximum amounts based on said Act.
Page 2 of 4
GENERAL TERMS AND CONDITIONS - v7.2 dec. '20
F.I.C. will not accept any loss or damage other than that mentioned in the previous subsection unless there is demonstrable intent or gross negligence on the part of F.I.C.. If F.I.C. is liable on account of the aforementioned, liability for loss of profits and consequential loss is expressly excluded.
9.3: F.I.C.'s liability shall at all times be limited to a maximum of the amount of the Product(s) which caused the damage, on the understanding that this amount shall not exceed twenty-five thousand euros (€ 25,000) in the case of damage relating to injury to a person, and shall at all events be limited to a maximum of the amount paid out to F.I.C. by the insurer in the case in question, without the Customer being entitled to any form of compensation.
9.4: Any other damage, including loss of profit and consequential damage, resulting from non-performance or late delivery is expressly excluded.
Article 10: Force majeure
10.1 Without prejudice to the other rights to which it is entitled, F.I.C. shall, in the event of force majeure, have the right, at its own discretion, to suspend execution of the order, or to dissolve the agreement without judicial intervention, by informing the Customer of this in writing and without F.I.C. being liable to pay any compensation, unless this would be unacceptable in the given circumstances according to the criteria of reasonableness and fairness.
10.2 Insofar as F.I.C. has already partially fulfilled its obligations arising from the agreement or will be able to fulfil them when the force majeure occurs, F.I.C. shall be entitled to invoice the part already fulfilled or still to be fulfilled respectively. In that case, the Customer shall be obliged to pay this invoice as if it were a separate agreement.
10.3: If the Customer is declared bankrupt, subjected to attachment or placed under guardianship, F.I.C. has the right to dissolve the agreement with immediate effect.
Article 11: Communication
F.I.C. is not liable for any misunderstandings, mutilations, delays or improper transmission of orders and communications resulting from the use of the Internet or any other means of communication in the traffic between the Customer and F.I.C., or between F.I.C. and third parties, insofar as this relates to the relationship between the Customer and F.I.C., unless and insofar as there is demonstrable intent or gross negligence on the part of F.I.C..
Article 12: Order processing
12.1 If the Customer provides F.I.C. with an address in writing, F.I.C. shall be entitled to send all orders to that address, unless the Customer provides F.I.C. with another address in writing to which the orders must be sent.
12.2 If F.I.C. allows, tacitly or otherwise, deviations from these Terms and Conditions for a short or long period of time, this will not affect its right to still demand direct and strict compliance with these Terms and Conditions. `
12.3: F.I.C. is authorised to make use of third parties in the execution of order(s).
13.1: F.I.C. respects the Customer's privacy and recognises the importance of protecting (against misuse) the personal data collected by F.I.C..
13.2: The Customer does not have to provide any personal data in order to visit our website(s).
13.3: Personal data are collected at various places on the F.I.C. website(s). This is done via electronic forms that the Customer must complete when ordering a Product, when subscribing to a newsletter, when requesting information, when participating in a survey or competition, or when using any other service offered through the website[s].
13.4: The personal data provided by the Customer via such forms shall be included in F.I.C.'s files. These data and files are used to be able to deliver the requested Product(s), service(s) or information to the Customer. These data will not be provided to third parties unless directly related and unavoidable in the delivery (e.g. a carrier) of the requested Product(s), service(s) or information.
13.5: The Customer has the right to inspect and correct personal data. To this end, the Customer must send a dated and signed request, together with a copy of his identity document, to F.I.C.
Article 14: Provisions of the Sparckel loan agreement & Rent for Use per month
F.I.C. (with its proposition trade name Sparckel) can enter into an agreement whereby a User, being a potential Customer, has the right to have Sparckel on loan for a certain period of time with a Start Date and a Expiry Date. Renting per month is also possible.
Having regard to the following considerations:
Sparckel makes its products available to clients for the purpose of sales, in order to enable them to test these products for use;
The user is a customer of Sparckel and wishes to test the products mentioned on the Acknowledgement of receipt under the following conditions.
14.1 Usage & Rental
Sparckel will lend or cause to be lent to the user the products as indicated in the confirmation of receipt.
and/or packing list are described.
The products are the property of Sparckel and Sparckel will at all times be given the opportunity to verify that
the products are used in accordance with the conditions laid down.
The user will not lend, encumber or sell the products without the express written consent of
Page 3 of 4
GENERAL TERMS AND CONDITIONS - v7.2 dec. '20
14.2 Obligations of the user
The products shall only be used for the purpose for which they were made and/or intended. The user shall use the
products, as specified in the acknowledgement of receipt and/or the delivery note, without written
permission of Sparckel.
The products will at all times be used in strict accordance with the instructions of Sparckel and the specifications.
by persons who are competent.
If necessary, the user will insure the goods and keep them insured against damage caused by acts of war, loss, theft and
damage, including that caused by fire.
14.3 Consequences of termination
Upon termination of this agreement, Sparckel shall not be liable to pay any compensation whatsoever to the user.
On the expiry date of the agreement, unless terminated earlier, the user will ensure that the products are ready for use.
stand for return by Sparckel.
14.4 Failure to return
Should the User fail to return the products before the expiry date of the contract, the User agrees to purchase the loaned products at the then current gross price without issuing a purchase order. The User will receive an invoice for this, which must be paid within fourteen (14) days after the invoice date.
If the User indicates that it wishes to purchase the products, the User will receive an invoice for this, which must be paid within fourteen (14) days of the invoice date.
The user is responsible for loss and/or damage to the products upon receipt of the products and remains
responsible until the products have been returned to and received by Sparckel.
In case of loss or damage, Sparckel reserves the right to repair or replace and
The User shall be entitled to invoice the User accordingly. The User agrees to pay the costs incurred within thirty
(30) days after receipt of the invoice.
The liability for damage in connection with the delivery of goods is limited, as provided for in these General
Terms of sale of Sparckel.
The user is at all times responsible for all costs resulting from non-compliance and/or negligence of the
from that stated in this agreement, including legal fees and interest according to legal standards.
Article 15: Applicable law and competent court
15.1 All rights, obligations, offers, orders and agreements to which these Conditions apply, as well as these Conditions, are exclusively governed by Dutch law.
15.2 All disputes between the parties shall exclusively be brought before the competent court in Oost Brabant. The foregoing shall also apply if the goods are delivered in full or in part abroad and/or the Customer is established or resident abroad, unless Dutch law imperatively dictates otherwise.
15.3 If one or more of the provisions of these Terms and Conditions or any other agreement with F.I.C. should be in conflict with any applicable legal regulation, the provision concerned will lapse and be replaced by a new comparable provision which is permissible in law and which F.I.C. will determine.
15.4: The applicability of the Vienna Sales Convention is excluded.
15.5: If an agreement with the Customer has been ratified by several persons, F.I.C. reserves the right of joint and several liability, so that in the event of any loss, this may be recovered in full from one of the persons who has entered into the agreement.
Article 16: Translation and version
In the event that these Terms and Conditions are made available in a language other than Dutch and a dispute arises, the Terms and Conditions in the Dutch language shall prevail at all times.