Article 1: Definitions
- The Guitar Bar BVBA, established in Antwerp, CoC number 0632627268, is referred to as the seller in these general terms and conditions.
- The vendor’s other party is referred to as the buyer in these general terms and conditions.
- The parties are the seller and the buyer together.
- The agreement refers to the purchase agreement between the parties.
Article 2: Applicability of general terms and conditions
- These terms and conditions apply to all quotations, offers, agreements and deliveries of services or goods by or on behalf of the seller.
- Deviation from these terms and conditions is only possible if this has been expressly agreed in writing by the parties.
Article 3: Payment
- The full purchase price is always paid immediately in the shop. In some cases a down payment is expected when making a reservation. In this case, the buyer will receive proof of the reservation and the prepayment.
- If the buyer does not pay on time, he is in default. If the buyer remains in default, the seller is entitled to suspend the obligations until the buyer has fulfilled his payment obligation.
- If the buyer remains in default, the seller will proceed to collection. The costs relating to this collection shall be borne by the buyer. These collection costs are calculated on the basis of the Besluit vergoeding voor buitengerechtelijke incassokosten (Decree on compensation for extrajudicial collection costs).
- In the event of liquidation, bankruptcy, attachment or suspension of payments of the buyer, the claims of the seller against the buyer are immediately due and payable.
- If the buyer refuses to cooperate in the execution of the order by the seller, he is still obliged to pay the agreed price to the seller.
Article 4: Offers, quotations and price
- Offers are non-binding, unless the offer mentions a term of acceptance. If the offer is not accepted within that period, the offer will lapse.
- Delivery times in offers are indicative and do not entitle the buyer to dissolution or compensation if they are exceeded, unless the parties have explicitly agreed otherwise in writing.
- Offers and quotations do not automatically apply to repeat orders. The parties must agree to this explicitly and in writing.
- The price stated on offers, quotations and invoices consists of the purchase price including the VAT due and any other government levies.
Article 5: Right of withdrawal
- After receiving the order, the consumer has the right to dissolve the contract within 14 days without giving any reason (right of withdrawal). The period starts from the moment that the (complete) order is received by the consumer.
- There is no right of withdrawal if the products are made to measure according to its specifications or only have a short shelf life.
- The consumer can use the seller’s withdrawal form. The seller is obliged to make this available to the buyer immediately after the buyer’s request.
- During the cooling-off period, the consumer will handle the product and its packaging with care. He will only unpack or use the product to the extent necessary to be able to assess whether he wishes to keep the product. If he exercises his right of withdrawal, he will return the unused and undamaged product with all delivered accessories and – if reasonably possible – in the original shipping packaging to the Seller, in accordance with the reasonable and clear instructions provided by the Entrepreneur.
Article 6: Amendment of the Agreement
- If during the execution of the agreement it appears that for a proper execution of the assignment it is necessary to change or supplement the work to be carried out, the parties will adjust the agreement accordingly in a timely manner and in mutual consultation.
- If the parties agree that the agreement will be amended or supplemented, the time of completion of the execution may be affected by this. The seller shall inform the buyer of this as soon as possible.
- If the amendment or supplement to the agreement has financial and/or qualitative consequences, the seller shall inform the buyer of this in writing in advance.
- If the parties have agreed on a fixed price, the seller shall indicate the extent to which the amendment or supplement to the agreement will result in this price being exceeded.
- Contrary to the provisions of the third paragraph of this article, the seller may not charge additional costs if the change or supplement is the result of circumstances that can be attributed to him.
Article 7: Completion and transfer of risk
- As soon as the buyer has taken delivery of the purchased item, the risk passes from the seller to the buyer.
Article 8: Research, advertisements
- The Buyer shall be obliged to inspect the goods delivered at the time of delivery, but in any case within the shortest possible period of time. In doing so, the buyer must examine whether the quality and quantity of the goods delivered correspond to what the parties have agreed, or at least whether the quality and quantity comply with the requirements that apply to them in normal (commercial) transactions.
- Complaints relating to damage, shortages or loss of delivered goods must be submitted to the Seller in writing within 10 working days after the day of delivery of the goods by the Buyer.
- If the complaint is declared well-founded within the set period, the vendor is entitled either to repair, or to redeliver, or to renounce delivery and send the purchaser a credit note for that part of the purchase price.
- Minor and/or customary deviations in the sector and differences in quality, number, size or finish cannot be held against the vendor.
- Complaints relating to a particular product do not affect other products or parts belonging to the same agreement.
- No complaints will be accepted after the goods have been processed by the buyer.
Article 9: Samples and models
- If a sample or model has been shown or provided to the buyer, it is assumed that it has only been provided as an indication without the goods to be delivered having to comply with it. This is different if the parties have explicitly agreed that the good to be delivered will correspond to it.
- In the case of contracts relating to immovable property, a statement of the surface area or other dimensions and indications shall also be presumed to be intended only as an indication, without the good to be delivered having to comply with it.
Article 10: Delivery
- Delivery takes place ‘ex works/shop/warehouse’. This means that all costs are for the buyer.
- The Buyer is obliged to take delivery of the goods at the moment when the Seller delivers them or has them delivered to him, or at the moment when these goods are made available to him in accordance with the agreement.
- If the buyer refuses to take delivery or fails to provide information or instructions that are necessary for delivery, the seller is entitled to store the goods at the buyer’s expense and risk.
- If the goods are delivered, the seller is entitled to charge any delivery costs.
- If the seller needs information from the buyer for the execution of the agreement, the delivery period will commence after the buyer has made this information available to the seller.
- A term of delivery specified by the seller is indicative. This is never a deadline. If the term is exceeded, the buyer must give the seller written notice of default.
- The seller is entitled to deliver the goods in parts, unless the parties have agreed otherwise in writing or unless the partial delivery does not have any independent value. In the event of delivery in parts, the seller is entitled to invoice these parts separately.
Article 11: Force majeure
- If the seller cannot fulfil his obligations under the agreement, or cannot fulfil them on time or properly, due to force majeure, he will not be liable for any damage suffered by the buyer.
- Force majeure shall in any case mean any circumstance which the seller could not take into account at the time the agreement was entered into and as a result of which the normal performance of the agreement cannot reasonably be demanded by the buyer, such as, for example, illness, war or threat of war, civil war and riots, acts of war, acts of war, sabotage, terrorism, power failure, flooding, earthquake, fire, sit-down strikes, strikes, lockouts, changed government measures, transport difficulties, and other disruptions in the seller’s business.
- Furthermore, the parties shall understand force majeure to mean the circumstance that suppliers on which the seller is dependent for the execution of the agreement do not fulfil the contractual obligations towards the seller, unless this can be attributed to the seller.
- If a situation as referred to above arises as a result of which the seller cannot fulfil his obligations towards the buyer, those obligations will be suspended for as long as the seller cannot fulfil his obligations. If the situation referred to in the previous sentence has lasted 30 calendar days, the parties have the right to dissolve the agreement in whole or in part in writing.
- If the force majeure lasts longer than three months, the buyer has the right to dissolve the agreement with immediate effect. Dissolution is only possible by registered letter.
Article 12: Transfer of rights
- Rights of one Party under this Agreement may not be assigned without the prior written consent of the other Party. This provision shall apply as a provision with effect under the law of property as referred to in Section 3:83(2) of the Dutch Civil Code.
Article 13: Retention of title and right of retention
- The goods present at the seller’s premises and the goods and parts delivered shall remain the property of the seller until the buyer has paid the agreed price in full. Until such time, the seller may invoke his retention of title and take back the goods.
- If the agreed amounts to be paid in advance are not paid or not paid on time, the seller has the right to suspend the work until the agreed part has been paid. In that case, there is a question of default by the creditor. In that case, late delivery cannot be held against the seller.
- The seller is not authorised to pledge or otherwise encumber the goods subject to his retention of title.
- The seller undertakes to insure the goods delivered to the buyer subject to retention of title and to keep them insured against fire, explosion and water damage as well as against theft and to make the policy available for inspection at the first request.
- If goods have not yet been delivered, but the agreed advance payment or price has not been paid in accordance with the agreement, the seller has the right of retention. In that case, the goods will not be delivered until the buyer has paid in full and in accordance with the agreement.
- In the event of the liquidation, insolvency or suspension of payments of the buyer, the obligations of the buyer are immediately due and payable.
Article 14: Liability
- Any liability for damage arising from or in connection with the performance of an agreement shall always be limited to the amount paid out in the case in question by the liability insurance(s) taken out. This amount shall be increased by the amount of the deductible under the relevant policy.
- The Seller’s liability for damage resulting from intent or wilful recklessness on the part of the Seller or its managing subordinates is not excluded.
Article 15: Obligation to complain
- The Buyer is obliged to immediately report any complaints about the work carried out to the Seller. The complaint shall contain as detailed a description as possible of the shortcoming, so that the seller is able to respond adequately to it.
- If a complaint is well-founded, the seller is obliged to repair the goods and, if necessary, to replace them.
Article 16: Guarantees
- If guarantees are included in the agreement, the following shall apply. The seller guarantees that the goods sold comply with the agreement, that they will function without defects and that they are suitable for the use that the buyer intends to make of them. This guarantee is valid for a period of two calendar years after receipt of the goods sold by the buyer.
- The purpose of this guarantee is to establish a division of risks between the seller and the buyer in such a way that the consequences of a breach of a guarantee are always entirely at the expense and risk of the seller and that the seller can never invoke Article 6:75 of the Dutch Civil Code with regard to a breach of a guarantee. The provisions of the previous sentence also apply if the buyer was aware or could have been aware of the infringement by carrying out an investigation.
- The said guarantee does not apply if the defect has arisen as a result of injudicious or improper use or if – without permission – the buyer or third parties have made changes or tried to make changes or have used the purchased product for purposes for which it is not intended.
- If the guarantee provided by the seller relates to an item produced by a third party, the guarantee is limited to the guarantee provided by that manufacturer.
Article 17: Applicable law and competent court
- Any agreement between the parties shall be governed exclusively by Dutch law.
- The Dutch court in the district where The Guitar Bar BVBA has its registered office/practice is exclusively competent to take cognizance of any disputes between the parties, unless the law compulsorily prescribes otherwise.
- The applicability of the Vienna Sales Convention is excluded.
- If in legal proceedings one or more provisions of these general terms and conditions are deemed to be unreasonably onerous, the other provisions will remain in full force.