General terms and conditions
- StrawZ: Je moet wat B.V., established in Cothen under Chamber of Commerce no. 73669466.
- Customer: the person with whom StrawZ has entered into an agreement.
- Parties: StrawZ and customer together.
- Consumer: a customer who is also an individual and who acts as a private person.
Applicability of general terms and conditions
- These terms and conditions apply to all quotations, offers, activities, orders, agreements and deliveries of services or products by or on behalf of StrawZ.
- Parties may only deviate from these terms and conditions if they have expressly agreed to do so in writing.
- The parties expressly exclude the applicability of additional and/or deviating general terms and conditions of the client or third parties.
Offers and quotations
- Offers and quotations made by StrawZ shall be free of obligation, unless expressly stated otherwise therein.
- An offer or quotation is valid for a maximum of 2 weeks, unless a different acceptance period is stated in the offer or quotation.
- If the customer does not accept an offer or quotation within the applicable period, the offer or quotation shall lapse.
- Offers and quotations do not apply to repeat orders, unless the parties have expressly agreed to this in writing.
- In the event of acceptance of an offer or quotation without obligation, StrawZ reserves the right to revoke the offer or quotation within 3 days of receipt of the acceptance, without the customer being able to derive any rights from this.
- Verbal acceptance by the customer shall only bind StrawZ after the customer has confirmed this in writing (or electronically).
- All prices charged by StrawZ are in euros, exclusive of VAT and exclusive of any other costs such as administration costs, levies and travel, shipping or transport costs, unless explicitly stated otherwise or agreed otherwise.
- StrawZ may change all the prices it applies on its website or otherwise made known for its products or services at any time.
- Increases in the cost prices of products or parts thereof that StrawZ could not foresee at the time of making the offer or the conclusion of the agreement may give rise to price increases.
- The consumer has the right to dissolve a contract as a result of a price increase as referred to in paragraph 3, unless the increase is the result of a statutory regulation.
If the customer has received a sample or model of a product, he cannot derive any rights from it other than that it is an indication of the nature of the product, unless parties have explicitly agreed that the products to be delivered correspond to the sample or model.
Payments and payment term
Products are paid directly in the shop.
Consequences of not paying on time
- If the customer fails to pay within the agreed period, StrawZ shall be entitled to charge interest of 1% per month from the day that the customer is in default, whereby part of a month shall be counted as a whole month.
- If the customer is in default, he shall also owe StrawZ extrajudicial collection costs and any compensation for damages.
- The collection costs are calculated on the basis of the Besluit vergoeding voor buitengerechtelijke incassokosten (Decree on compensation for extrajudicial collection costs).
- If the customer fails to pay on time, StrawZ may suspend its obligations until the customer has fulfilled its payment obligation.
- In the event of liquidation, bankruptcy, attachment or suspension of payments on the part of the customer, StrawZ's claims against the customer shall become immediately due and payable.
- If the customer refuses to cooperate with StrawZ in the execution of the agreement, he is still obliged to pay the agreed price to StrawZ.
Right of advertising
- As soon as the customer is in default, StrawZ shall be entitled to invoke the right of complaint with regard to the unpaid products delivered to the customer.
- StrawZ invokes the right to complain by means of a written or electronic notification.
- As soon as the customer has been informed of the invoked right to complain, the customer must immediately return the products to which this right relates to StrawZ, unless the parties agree otherwise.
- The costs of retrieving or returning the products shall be borne by the customer.
Right of withdrawal
- A consumer can cancel an online purchase during a cooling-off period of 14 days without giving any reason, provided that this is the case:
- the product has not been used
- it is not a product that can spoil quickly, such as food or flowers
- it is not a product specifically tailored or adapted for the consumer
- it is not a product that cannot be returned for hygienic reasons (underwear, swimwear, etc.)
- the seal is still intact in the case of data carriers with digital content (DVDs, CDs, etc.)
- the product is not a travel, transport ticket, catering order or leisure activity
- the product is not a separate magazine or newspaper
- it does not concern (an order for) emergency repair
- the consumer has not waived his right of withdrawal
- The cooling-off period of 14 days as referred to in paragraph 1 shall commence:
- on the day after the consumer has received the last product or part of 1 order
- as soon as the consumer has received the first product with a subscription
- as soon as the consumer has purchased a service for the first time
- as soon as the consumer has confirmed that he is going to purchase digital content over the Internet
- The consumer can make his appeal to the right of withdrawal known via [email protected], if desired using the withdrawal form that can be downloaded from the StrawZ website, www.strawz.eu.
- The consumer is obliged to return the product to StrawZ within 14 days of notifying his right of withdrawal, failing which his right of withdrawal will lapse.
- The costs of returning the goods will only be borne by StrawZ if the complete order is returned.
- If the purchase costs and any other costs (such as shipping and return costs) qualify for reimbursement under the law, StrawZ will refund these costs to the consumer within 14 days of receipt of the timely appeal to the right of withdrawal, on condition that the consumer has returned the product to StrawZ on time.
Unless the customer is a consumer, the customer waives the right to suspend the fulfilment of any obligation arising from this agreement.
- StrawZ may invoke its right of retention and in that case retain the products of the customer until the customer has paid all outstanding invoices in respect of StrawZ, unless the customer has provided sufficient security for those costs.
- The right of retention shall also apply on the basis of previous agreements from which the customer still owes payments to StrawZ.
- StrawZ shall never be liable for any damage that the customer may suffer as a result of exercising his right of retention.
Unless the customer is a consumer, the customer waives his right to set off a debt to StrawZ against a claim against StrawZ.
Reservation of title
- StrawZ shall remain the owner of all products delivered until the customer has fully complied with all its payment obligations towards StrawZ pursuant to any agreement concluded with StrawZ, including claims relating to failure to comply with the agreement.
- Until then, StrawZ may invoke its retention of title and take back the goods.
- Before ownership is transferred to the customer, the customer may not pledge, sell, dispose of or otherwise encumber the products.
- If StrawZ invokes its retention of title, the agreement shall be deemed to have been dissolved and StrawZ shall be entitled to claim damages, loss of profit and interest.
- Delivery takes place while stocks last.
- Delivery shall take place at StrawZ, unless the parties have agreed otherwise.
- Delivery of products ordered online takes place at the address indicated by the customer.
- If the agreed amounts are not paid or are not paid on time, StrawZ shall be entitled to suspend its obligations until the agreed part has been paid.
- In the event of late payment, there shall be a creditor's default, as a result of which the customer shall not be able to invoke a late delivery against StrawZ.
- The delivery times stated by StrawZ are indicative and shall not entitle the customer to dissolution or compensation if they are exceeded, unless the parties have expressly agreed otherwise in writing.
- The delivery period shall commence after the offer to StrawZ signed by the customer for approval has been confirmed by StrawZ to the customer in writing or electronically.
- Exceeding the stated delivery time does not entitle the customer to compensation or the right to dissolve the agreement, unless StrawZ is unable to deliver within 14 days after having been requested to do so in writing or the parties have agreed otherwise in this respect.
The customer must ensure that the actual delivery of the products ordered by him can take place on time.
Transport costs are for the account of the customer, unless the parties have agreed otherwise.
Packaging and shipping
- If the packaging of a delivered product has been opened or damaged, the customer must have a note made of this by the forwarder or delivery person before receiving the product, failing which StrawZ cannot be held liable for any damage.
- If the customer himself is responsible for the transport of a product, he must report any visible damage to products or the packaging prior to the transport to StrawZ, failing which StrawZ cannot be held liable for any damage.
- If the customer does not purchase the ordered products until later than the agreed delivery date, the risk of a possible loss of quality is entirely for the customer.
- Any additional costs as a result of premature or delayed purchase of products shall be borne entirely by the customer.
- The guarantee with regard to products applies exclusively to defects caused by faulty manufacture, construction or material.
- The warranty does not apply in the case of normal wear and tear and damage caused by accidents, modifications made to the product, negligence or incompetent use by the customer, as well as if the cause of the defect cannot be clearly determined.
- The risk of loss, damage or theft of the products that are the subject of an agreement between the parties, passes to the customer at the moment when these are legally and/or actually delivered, at least come under the control of the customer or of a third party who receives the product on behalf of the customer.
- Exchange is only possible if the following conditions are met:
- exchange takes place within 14 days after purchase upon presentation of the original invoice
- the product is returned in its original packaging or with the original (price) tags still attached
- the product has not yet been used
- Discounted items, non-durable items such as food, custom-made items or items specially tailored for the customer cannot be exchanged.
The client indemnifies StrawZ against all claims by third parties in connection with the products and/or services provided by StrawZ.
- The customer must inspect a product or service provided by StrawZ for any shortcomings as soon as possible.
- If a delivered product or service provided does not comply with what the customer could reasonably expect from the agreement, the customer must inform StrawZ of this as soon as possible, but in any case within 1 month of the discovery of the shortcomings.
- Consumers must inform StrawZ of the shortcomings no later than 2 months after they have been discovered.
- The customer shall provide as detailed a description as possible of the shortcoming, so that StrawZ is able to respond adequately to it.
- The customer must prove that the complaint relates to an agreement between the parties.
- If a complaint relates to current work, this cannot in any case result in StrawZ being obliged to carry out work other than that agreed upon.
- The customer must notify StrawZ of any notice of default in writing.
- It is the customer's responsibility to ensure that any notice of default reaches StrawZ on time.
Joint and several liability of the customer
If StrawZ enters into an agreement with several customers, each of them will be jointly and severally liable for the full amounts that they owe StrawZ on the basis of that agreement.
- StrawZ shall only be liable for any damage suffered by the customer if and insofar as that damage was caused by intent or wilful recklessness.
- If StrawZ is liable for any damage, it shall only be liable for direct damage arising from or in connection with the execution of an agreement.
- StrawZ shall never be liable for indirect damage, such as consequential damage, loss of profit, lost savings or damage to third parties.
- If StrawZ is liable, this liability will be limited to the amount paid out by a (professional) liability insurance policy and in the absence of (full) payment by an insurance company of the amount of the damage, the liability will be limited to the (part of the) invoice amount to which the liability relates.
- All images, photographs, colours, drawings, descriptions on the website or in a catalogue are only indicative and only apply approximately and cannot give rise to compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.
Any right of the customer to compensation from StrawZ will in any case lapse 12 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions of Article 6:89 of the Dutch Civil Code.
Right to dissolve
- The customer shall be entitled to dissolve the agreement if StrawZ imputably fails to fulfil its obligations, unless this failure does not justify the dissolution in view of its special nature or minor importance.
- If StrawZ's fulfilment of its obligations is not permanently or temporarily impossible, dissolution can only take place after StrawZ has been in default.
- StrawZ shall be entitled to dissolve the agreement with the customer if the customer fails to fulfil its obligations under the agreement in full or on time, or if StrawZ has become aware of circumstances that give it good grounds to fear that the customer will not be able to fulfil its obligations properly.
- In addition to the provisions of Article 6:75 of the Dutch Civil Code, a failure on the part of StrawZ to fulfil any obligation towards the customer cannot be attributed to StrawZ in a situation that is independent of StrawZ's will, as a result of which StrawZ is wholly or partially prevented from fulfilling its obligations towards the customer or as a result of which StrawZ cannot reasonably be required to fulfil its obligations.
- The force majeure situation referred to in paragraph 1 also includes - but is not limited to - a state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); failure to perform and force majeure on the part of suppliers, deliverers or other third parties; unexpected power, electricity, internet, computer and telecoms failures; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work stoppages.
- If a situation of force majeure occurs as a result of which StrawZ is unable to fulfil one or more obligations to the customer, those obligations will be suspended until StrawZ is able to fulfil them again.
- From the moment that a situation of force majeure has lasted at least 30 calendar days, both parties may fully or partially dissolve the agreement in writing.
- StrawZ shall not owe any compensation or damages in a situation of force majeure, not even if it enjoys any advantage as a result of the situation of force majeure.
Modification of general terms and conditions
- StrawZ shall be entitled to amend or supplement these general terms and conditions.
- Minor changes may be made at any time.
- StrawZ will discuss major substantive changes with the client in advance as much as possible.
- Consumers are entitled to terminate the contract in the event of a substantial amendment to the general terms and conditions.
Transfer of rights
- The customer's rights under an agreement between the parties cannot be transferred to third parties without StrawZ's prior written consent.
- This provision shall apply as a clause with effect under the law of property as referred to in Section 3:83(2) of the Dutch Civil Code.
Consequences of nullity or voidability
- If one or more provisions of these general terms and conditions prove to be void or voidable, this does not affect the other provisions of these terms and conditions.
- In that case, a provision that is null and void or annullable will be replaced by a provision that comes closest to what StrawZ had in mind when drawing up the conditions on that point.
Applicable law and competent court
- Any agreement between the parties shall be governed exclusively by Dutch law.
- The Vienna Sales Convention does not apply.
- The Dutch court in the district in which StrawZ has its registered office/practice is exclusively competent to take cognizance of any disputes between the parties, unless the law compulsorily prescribes otherwise.
Drawn up on 01 May 2019.