Algemene voorwaarden

General Terms and Conditions

ARTICLE 1. | DEFINITIONS

In these General Terms and Conditions, the following terms, always indicated with a capital letter, are used with the following meanings.

1. Deglasint: the user of these general terms and conditions. Deglasint is registered in the Commercial Register under Chamber of Commerce number 42073408, with VAT number NL869584406B01, established at Wijde Wade 04-01, 3439 NP Nieuwegein, the Netherlands. Deglasint can be reached by telephone on +31 30 369 1493 and by e-mail at b2b@deglasint.com.
2. Customer: any natural person acting in the exercise of a profession or business, or legal entity with whom Deglasint has concluded or intends to conclude an Agreement.
3. Parties: Deglasint and the Client jointly.
4. Agreement: any agreement between the Parties under which Deglasint has undertaken towards the Customer to supply Products, possibly including the installation thereof.
5. Products: the items to be supplied by Deglasint to the Customer under the Agreement, which may include, but are not limited to, magnetic glass boards manufactured, whether or not according to the Customer's specifications, and related accessories.
6. Installation work: the installation of Products, if any, to be performed by Deglasint within the framework of the Agreement.
7. Webshop: deglasint.com.
8. In writing: communication in writing, communication by e-mail or any other form of communication which, in view of the state of the art and the prevailing views in society, can be equated therewith.

ARTICLE 2. | GENERAL PROVISIONS

1. These General Terms and Conditions apply to every offer from Deglasint, every Agreement, and all legal relationships arising therefrom between the Parties.
2. The applicability of any general terms and conditions of the Customer, however designated, is expressly rejected.
3. The provisions of these general terms and conditions may only be deviated from expressly and in writing. If and insofar as what the Parties have expressly and in writing agreed upon deviates from the provisions of these general terms and conditions, what the Parties have expressly and in writing agreed upon shall apply.
4. The annulment or invalidity of one or more of the provisions of these General Terms and Conditions or of the Agreement as such shall not affect the validity of the remaining provisions. In such a case, the Parties are obliged to enter into mutual consultation in order to reach a replacement arrangement regarding the affected provision. In doing so, the purpose and intent of the original provision shall be taken into account as much as possible.

ARTICLE 3. | OFFER AND CONCLUSION OF AGREEMENTS

1. Every offer from Deglasint (including its offer in the Webshop and its quotations) is without obligation. Deglasint may revoke its offer immediately, or at least as soon as possible after acceptance thereof by the Customer.
2. If an offer from Deglasint is based on data provided by the Customer, the Customer guarantees the accuracy and completeness of this data. Deglasint shall never be liable for any damage arising as a result of incorrect or incomplete data provided by the Customer.
3. Obvious errors and mistakes in an offer from Deglasint do not bind Deglasint.
4. Without prejudice to the provisions of paragraph 1, each Agreement shall be concluded at the moment that the offer from Deglasint has been accepted by the Customer in any manner designated for that purpose. If the Customer's acceptance deviates from the offer contained in the offer from Deglasint, the Agreement shall not be concluded in accordance with this deviating acceptance, unless Deglasint indicates otherwise.
5. If the Customer concludes the Agreement in the name of another natural or legal person, by entering into the Agreement, he declares that he is authorized to do so. In addition to this (legal) person, the Customer is jointly and severally liable for the fulfillment of the obligations arising from that Agreement.

ARTICLE 4. | TIME LIMITS

1. Deglasint endeavors to meet any delivery deadlines to which it has committed itself towards the Customer. However, these deadlines are never considered strict deadlines. Delays in delivery may occur due to, among other things, shortages in supply by Deglasint's supplier and other circumstances over which Deglasint has no or no predominant influence.
2. Deglasint shall not be in default until the Client has given Deglasint written notice of default, in which notice a reasonable period of at least 30 days for performance is stated, and Deglasint remains in default of performance after the expiration of the latter period.
3. Default by Deglasint entitles the Customer to dissolution of that part of the Agreement to which the default relates, but never to additional compensation.

ARTICLE 5. | DELIVERY OF THE PRODUCTS

1. Delivery of the Products shall take place at the expressly agreed place and in the manner expressly agreed. In the event of delivery at the Customer's location, this shall exclusively include subsequent installation of the Products if this has been expressly agreed in writing.
2. The risk of loss and damage to the Products passes to the Customer at the moment the Products have been received by or on behalf of the Customer or the Installation Work has been completed.
3. In the event of exceeding the agreed delivery period, the Customer shall, without prejudice to the provisions regarding default by Deglasint in Article 4, never be entitled to refuse to accept the Products and/or to pay the agreed price and any transport costs.
4. If the Products could not be delivered due to a circumstance attributable to the Customer, Deglasint is entitled, without prejudice to the provisions of the remainder of these general terms and conditions, to store the Products at the Customer's expense, without prejudice to the Customer's obligation to pay the agreed price and any transport costs.
5. If Deglasint incurs reasonable costs pursuant to paragraph 4, such as storage costs and costs associated with multiple delivery attempts, which would not have arisen if the Customer had properly fulfilled its obligation to take delivery, these costs shall be borne additionally by the Customer. Storage costs may also be passed on to the Customer if storage takes place at Deglasint's location. In that case, the storage costs shall be determined by Deglasint on reasonable grounds.

ARTICLE 6. | OBLIGATIONS OF THE CUSTOMER AND EXECUTION OF INSTALLATION WORK

1. The Client shall provide Deglasint with all information reasonably relevant to the setup and execution of the Agreement in a timely, complete manner and in any manner designated for that purpose by Deglasint. The Client guarantees the accuracy of all information provided by him to Deglasint.
2. Furthermore, the Client shall at all times provide Deglasint with all cooperation required for the execution of the Agreement. The Client shall take all reasonable measures to optimize the execution of the Agreement. Moreover, the Client is obliged to notify Deglasint as soon as possible of all facts and circumstances that become apparent, whether or not after the conclusion of the Agreement, and of which it is reasonably foreseeable that such facts or circumstances will affect the timely and/or proper execution of the Agreement.
3. If it has been expressly agreed in writing that the Products will be installed by Deglasint immediately following delivery, the Customer shall ensure the proper and timely execution of all installations, facilities, and other conditions necessary for the proper performance of the Installation Work. In particular, the Customer shall ensure, at its own expense and risk, that:

• the space where the assembly work is performed is free of obstacles and the assembly work can be carried out under normal, reasonably expected conditions;
• the walls against which the glass boards are placed are smooth and flat, thus free of bumps, screws, or other protruding objects;
• there is sufficient opportunity for the supply and/or storage of items used or processed in the execution of the Agreement, including equipment, tools, other aids and the Products to be assembled;
• the persons employed by Deglasint at the location where the Assembly Work is carried out have free access to electricity, sanitary facilities and other reasonably required facilities;
• all safety and precautionary measures that can reasonably be expected of the Customer have been taken and are maintained during the execution of the Installation Work.

1. If the Customer fails to fulfill its obligations as referred to in the preceding paragraphs of this article, Deglasint is entitled, without prejudice to the provisions of Article 10, to charge the Customer for any additional costs arising therefrom and damages suffered.

ARTICLE 7. | INVESTIGATION AND COMPLAINTS

1. At the time of delivery of the Products or completion of the Installation Works, the Customer must immediately inspect whether the delivered items are free from defects visible or otherwise discernible at the time of delivery. The Customer must immediately notify Deglasint of any defects visible or otherwise discernible at the time of delivery.
2. Complaints regarding defects that were not reasonably visible or otherwise not ascertainable at the time of delivery must be submitted to Deglasint by e-mail within seven days after the Customer became aware of the existence of the defect, or could reasonably have become aware of it, with a precise statement of the grounds on which the complaint is based.
3. If the Customer fails to complain in a timely manner and in accordance with the provisions of the preceding paragraphs, or complains regarding defects the absence of which was expressly acknowledged by the Customer during delivery, for example by means of the delivery note signed by the Customer, no obligation whatsoever shall arise for Deglasint from such a complaint by the Customer.
4. Even if the Customer complains in a timely manner, his obligation to make timely payment to Deglasint remains.
5. Complaints submitted to Deglasint will be answered within 14 days of receipt. If a complaint requires a longer processing time, an acknowledgment of receipt will be sent within the 14-day period, along with an indication of when the Customer can expect a more detailed response.
6. With regard to an order in the Webshop, the Customer may also submit a complaint via the Thuiswinkel.org complaint form. Thuiswinkel.org will then assist further with complaint mediation.

ARTICLE 8. | WARRANTY

1. The Customer is entitled exclusively to any warranty expressly and in writing agreed upon, with the understanding that the warranty on magnetic dry-erasable glass surfaces amounts to 25 years.
2. Any applicable warranty shall lapse if a defect in the delivered goods is the result of an external cause occurring after delivery or any other circumstance not attributable to Deglasint. This includes, but is not limited to, defects resulting from external damage, natural wear and tear, incorrect or improper handling and use contrary to the regulations or other instructions of Deglasint or its supplier, failure to professionally and regularly maintain the Products, and making alterations to the Products, including repairs not carried out with the prior written consent of Deglasint.

ARTICLE 9. | FORCE MAJEURE

1. Deglasint is not obliged to fulfill any obligation under the Agreement if and for as long as it is hindered in doing so by a circumstance that cannot be attributed to it pursuant to the law, a legal act, or generally accepted views in society (force majeure). In addition to what is understood in this regard in legislation and jurisprudence, force majeure is understood to mean all external causes over which Deglasint has no influence and which render the (further) execution of the Agreement impossible or seriously impede it, including, but not limited to, transport difficulties, shortcomings of suppliers of Deglasint, disasters, epidemics, and pandemics.
2. If the force majeure situation renders performance of the Agreement permanently impossible, the Parties are entitled to dissolve the Agreement with immediate effect, without judicial intervention.
3. If, upon the occurrence of the force majeure situation, Deglasint has already partially fulfilled its obligations, or can only partially fulfill its obligations, Deglasint is entitled to invoice the part already performed, or the part still performable, of the Agreement separately as if it were an independent Agreement.
4. Damage resulting from force majeure shall, without prejudice to the provisions of the preceding paragraph, never be eligible for compensation.

ARTICLE 10. | SUSPENSION AND DISSOLUTION

1. Deglasint is entitled to suspend further performance of the Agreement if and for as long as the Customer fails to fulfill its already due (payment) obligations under the Agreement (including the provisions of these general terms and conditions).
2. Deglasint is entitled to dissolve the Agreement in whole or in part with immediate effect if the Customer fails to fulfill its obligations under the Agreement, or fails to do so in a timely or complete manner, unless the Customer's failure, given its particular nature or minor significance, does not reasonably justify such dissolution and its consequences.
3. Unless the Customer has already fully met its (future) payment obligations towards Deglasint, Deglasint is entitled to dissolve the Agreement in whole or in part with immediate effect if the Customer is in a state of bankruptcy, any attachment has been placed on its goods, or is otherwise unable to freely dispose of its assets.
4. Furthermore, Deglasint is entitled to dissolve the Agreement in whole or in part if circumstances arise which are of such a nature that performance of the Agreement is impossible or its continued existence in its unchanged form cannot reasonably be expected of it.
5. The Customer shall never be entitled to any form of compensation in connection with the right of suspension and/or dissolution exercised by Deglasint pursuant to this article.
6. If the ground that led to the suspension or dissolution of the Agreement can be attributed to the Customer, the Customer is obliged to compensate Deglasint for the damage suffered as a result.
7. If Deglasint dissolves the Agreement pursuant to this article, all outstanding claims against the Customer shall become immediately due and payable.

ARTICLE 11. | PRICES, TRANSPORT COSTS AND PAYMENTS

1. In the event of delivery, whether or not including assembly, within the Netherlands of orders from € 100.00 (excl. VAT), no transport costs will be charged to the Customer. In other cases, the transport costs shall be borne by the Customer.
2. All amounts stated by Deglasint and owed by the Customer are exclusive of VAT, unless expressly stated otherwise in writing.
3. The agreed price is based on the facts and circumstances known to Deglasint at the time Deglasint offered this price to the Customer. In the event of price increases in cost-determining factors, such as rising purchase prices, Deglasint is entitled to pass on these price increases to the Customer.
4. Unless expressly agreed otherwise in writing, Deglasint is entitled to demand full or partial prepayment from the Customer.
5. Deglasint is not obliged to (further) execute the Agreement until the Customer has fulfilled all payment obligations towards Deglasint that are incumbent upon it and are already due and payable.
6. Payments must be made in the manner designated by Deglasint for this purpose, at the time indicated for this in the Webshop, or within the period stated by Deglasint on the relevant invoice. In the case of bank transfer, Deglasint applies a standard payment term of 14 days after the invoice date, but may deviate from this in individual cases.
7. Deglasint is entitled to make the invoices due to the Customer available to him exclusively by e-mail.
8. If the Customer is in a state of bankruptcy, has applied for (provisional) suspension of payments, has had any attachment placed on its goods, or in cases where the Customer is otherwise unable to freely dispose of its assets, the claims against the Customer shall become immediately due and payable.
9. If timely payment is not made, the Customer shall be in default by operation of law. From the day the Customer is in default, the Customer shall owe interest on the outstanding amount at a rate of 2% per month, whereby a part of a month shall be considered a full month.
10. All reasonable costs, such as judicial, extrajudicial and enforcement costs, incurred in obtaining the amounts owed by the Customer, shall be borne by the Customer.

ARTICLE 12. | LIABILITY AND INDEMNIFICATION

1. The Customer shall bear the damage caused by inaccuracies in the data provided by the Customer, any other failure to perform the Customer's obligations arising from the law or the Agreement, as well as any other circumstance that cannot be attributed to Deglasint.
2. Deglasint shall never be liable for indirect damages, including but not limited to suffered loss, lost profits, and damage resulting from business interruption.
3. Should Deglasint be liable for any damage notwithstanding the provisions of these general terms and conditions, Deglasint shall at all times have the right to repair such damage. The Customer must enable Deglasint to do so, failing which any liability of Deglasint in this regard shall cease.
4. The liability of Deglasint is limited to at most the repair of the Installation Work, or the repair or replacement of the Products to which the liability of Deglasint relates. In the event that repair or replacement is not possible, the liability of Deglasint is limited to at most the invoice value of the Agreement, or at least that part of the Agreement to which the liability of Deglasint relates, provided that the liability of Deglasint shall never exceed the amount actually paid out in the relevant case pursuant to the business liability insurance taken out by Deglasint, increased by any deductible of Deglasint applicable under such insurance.
5. The limitation period for all legal claims against Deglasint is 12 months after the claim arises.
6. The Client shall indemnify Deglasint against any claims from third parties who suffer damage in connection with the execution of the Agreement and whose cause is attributable to parties other than Deglasint. If Deglasint is sued by third parties on this account, the Client is obliged to assist Deglasint both out of court and in court and to immediately take all actions that may reasonably be expected of him in that case. Should the Client fail to take adequate measures, Deglasint is entitled to take such measures itself without notice of default. All costs and damages incurred by Deglasint and/or third parties as a result thereof shall be borne entirely by the Client.

ARTICLE 13. | RETENTION OF TITLE

1. The Products remain the property of Deglasint until the Customer has properly fulfilled all payment obligations under the relevant Agreement.
2. The Customer is prohibited from selling, pledging, or otherwise encumbering the Products subject to the retention of title.
3. If third parties seize the Products subject to the retention of title, or wish to establish or assert rights thereon, the Customer is obliged to notify Deglasint thereof as soon as possible.
4. The Customer grants unconditional permission to Deglasint or third parties designated by Deglasint to enter all locations where the Products subject to retention of title are located. Deglasint is entitled to repossess the Products referred to herein and, if necessary, to dismantle them. All reasonable costs associated therewith shall be borne by the Customer.
5. If the Customer has fulfilled his obligations after the Products have been delivered to him by Deglasint, the retention of title with respect to these Products shall be revived if the Customer fails to fulfill his obligations under a subsequently concluded Agreement.

ARTICLE 14. | FINAL PROVISIONS

1. Deglasint is entitled at all times to transfer its rights and obligations under the Agreement to a third party, for example in the event of a change in its legal form.
2. Every Agreement and all legal relationships arising therefrom between the Parties shall be governed exclusively by Dutch law.
3. The parties shall not resort to the courts until they have made every effort to settle the dispute by mutual consultation.
4. Exclusively the competent court within the district of the District Court of the Northern Netherlands is designated in the first instance to hear any judicial disputes between the Parties, without prejudice to the right of Deglasint to designate another court competent under the law.
5. If these general terms and conditions are available in multiple languages, the Dutch version thereof shall always be decisive for the interpretation of the clauses contained therein.