General Terms and Conditions
Besloten vennootschap met gewone structuur Fulfilcenter B.V. (hereinafter: Fulfilcenter) is registered with the Chamber of Commerce under number 73403008 and is located at Kattestaart 10, 3355PP in Papendrecht.
Article 1 – Definitions
In these general terms and conditions, the following terms are used in the following meanings unless expressly stated otherwise:
- Offer: Any written offer to Buyer to supply Products by Seller to which these terms and conditions are inseparable.
- Company: The natural or legal person acting in the course of a profession or business.
- Consumer: The natural person not acting in the exercise of a profession or business.
- Buyer: The Company or Consumer who enters into an Agreement (at a distance) with Seller.
- Agreement: The contract of sale (at a distance) for the sale and delivery of Products purchased by Buyer from Fulfilcenter.
- Products: The Products offered by Fulfilcenter are electronic products as well as components thereof.
- Seller: The provider of Products to Buyer, hereinafter referred to as Fulfilcenter.
Article 2 – Applicability.
- These general terms and conditions apply to any Offer by Fulfilcenter and any Agreement between Fulfilcenter and a Buyer and to any Product offered by Fulfilcenter.
- Before concluding an Agreement (at a distance), Buyer will be provided with these general terms and conditions. If this is not reasonably possible, Fulfilcenter will indicate to the Buyer how the Buyer can inspect the general terms and conditions, which are in any case published on the Fulfilcenter website, so that the Buyer can easily save these general terms and conditions on a durable data carrier.
- Deviations from these general terms and conditions may be made in exceptional situations if explicitly agreed in writing with Fulfilcenter.
- These general terms and conditions also apply to additional, amended and follow-up agreements with Buyer. Any general and/or purchase conditions of Buyer are expressly rejected.
- If one or more provisions of these general terms and conditions are partially or wholly void or nullified, the remaining provisions of these general terms and conditions shall remain in force and the void/ nullified provision(s) shall be replaced by a provision having the same purport as the original provision.
- Uncertainties regarding the content, interpretation or situations not regulated in these general terms and conditions should be assessed and interpreted in the spirit of these general terms and conditions.
- Where reference is made in these general terms and conditions to she/he/him, this should also be construed as a reference to he/she/his, if and to the extent applicable.
Article 3 – The Offer
- All offers made by Fulfilcenter are without obligation unless otherwise expressly stated in writing. If the Offer is limited or valid under specific conditions, this shall be expressly stated in the Offer. An Offer does not exist until it is in writing.
- The Offer made by Fulfilcenter is without obligation. Fulfilcenter is only bound to the Offer if the acceptance thereof is confirmed by Buyer in writing within 30 days, or by Buyer having already paid the amount due. Nevertheless, Fulfilcenter has the right to refuse an Agreement with a potential Buyer for a reason that is justifiable to Fulfilcenter.
- The Offer contains an accurate description of the Product offered with corresponding prices. The description is detailed enough to enable Buyer to make a proper assessment of the Offer. Obvious mistakes or errors in the Offer cannot bind Fulfilcenter. Any images and specific data in the Offer are only indicative and cannot be grounds for any compensation or the dissolution of the Agreement (at a distance). Fulfilcenter cannot guarantee that the colors in the image exactly match the real colors of the Product.
- Delivery times and Deadlines stated in Fulfilcenter’s Offer are indicative and exceeding them will not entitle the Buyer to rescission or damages, unless expressly agreed otherwise.
- A composite quotation does not oblige Fulfilcenter to deliver part of the items included in the offer or Offer at part of the quoted price.
- If and insofar as there is an offer, this does not automatically apply to repeat orders. Offers are valid only until supplies last, and on an as-is basis.
Article 4 – Establishment of the Agreement.
- The Agreement is concluded when Buyer has accepted an Offer from Fulfilcenter by paying for the Product in question.
- An Offer can be made by Fulfilcenter through the website.
- If Buyer has accepted the Offer by entering into an Agreement with Fulfilcenter, Fulfilcenter will confirm the Agreement with Buyer in writing, at least by e-mail.
- If the acceptance deviates (on minor points) from the Offer, Fulfilcenter shall not be bound by it.
- Fulfilcenter is not bound by an Offer if Buyer could reasonably have expected or should have understood that the Offer contains an obvious mistake or slip of the pen. The Buyer cannot derive any rights from this mistake or error.
- The right of withdrawal is excluded for Buyer being a Business. Buyer being a Consumer is entitled to assert its right of withdrawal within the statutory period. If revocation is applicable, Buyer will handle the Product and packaging with care. It shall only unpack or use the Product to the extent necessary to determine the nature, characteristics and operation of the Product. The direct cost of returning the Product shall be borne by Buyer.
Article 5 – Execution of the Agreement
- Fulfilcenter shall perform the Agreement to the best of its knowledge and ability.
- If and to the extent required for the proper execution of the Agreement, Fulfilcenter shall be entitled to have certain work performed by third parties at its discretion.
- Buyer shall ensure that all data, which Fulfilcenter indicates are necessary or which Buyer should reasonably understand are necessary for the execution of the Agreement, are provided to Fulfilcenter in a timely manner. If the data required for the execution of the Agreement are not provided to Fulfilcenter in time, Fulfilcenter shall have the right to suspend the execution of the Agreement.
- In executing the Agreement, Fulfilcenter shall not be obliged or required to follow Buyer’s instructions if doing so changes the content or scope of the Agreement. If the instructions result in additional work for Fulfilcenter, Buyer shall be required to reimburse Fulfilcenter for any additional or ancillary costs accordingly.
- Fulfilcenter may require security from Buyer or full prepayment before proceeding to execute the Agreement.
- Fulfilcenter shall not be liable for any damage, of whatever nature, caused by Fulfilcenter’s reliance on inaccurate and/or incomplete data provided by the Buyer, unless such inaccuracy or incompleteness was known to Fulfilcenter.
- Buyer shall indemnify Fulfilcenter against any claims of third parties who suffer losses in connection with the performance of the Agreement and which are attributable to Buyer.
Article 6 – Delivery
- If the commencement, progress or delivery or completion of the Agreement is delayed because, for example, the Buyer did not provide all requested information or did not provide all requested information in a timely manner, did not cooperate sufficiently, the payment or deposit was not received by Fulfilcenter in a timely manner or any delay arises due to other circumstances beyond Fulfilcenter’s control, Fulfilcenter shall be entitled to a reasonable extension of the delivery or completion period. All agreed (delivery) dates are never deadlines. Buyer must give Fulfilcenter written notice of default and grant it a reasonable period of time to still deliver. Buyer shall not be entitled to any compensation due to the resulting delay.
- The Buyer is obliged to take delivery of the goods at the time they are made available to it under the Agreement, even if they are offered to it earlier or later than agreed.
- If the Buyer refuses to purchase or is negligent in providing information or instructions necessary for delivery, Fulfilcenter is entitled to store the goods at the Buyer’s expense and risk.
- If the Products are delivered by Fulfilcenter or an external carrier, Fulfilcenter shall, unless otherwise agreed in writing, be entitled to charge any delivery fees. These will then be invoiced separately unless expressly agreed otherwise. When Buyer makes an order with a value of €100 or more, the delivery fee will be waived.
- If Fulfilcenter requires data from Buyer in connection with the execution of the Agreement, the delivery period shall not commence until Buyer has provided Fulfilcenter with all data necessary for the execution.
- If Fulfilcenter has specified a deadline for delivery, it shall be indicative. Longer delivery times apply for delivery outside the Netherlands.
- Fulfilcenter is entitled to deliver the goods in parts, unless this is deviated from by Agreement or the partial delivery does not have any independent value. Fulfilcenter shall be entitled to invoice the thus delivered separately.
- Deliveries will be made only if all invoices have been paid unless expressly agreed otherwise. Fulfilcenter reserves the right to refuse delivery if there are well-founded fears of non-payment.
Article 7 – Packaging and transportation
- Fulfilcenter undertakes to Buyer to properly package and secure the goods to be delivered in such a way that they will reach their destination in good condition during normal use.
- Unless otherwise agreed in writing, all deliveries shall be inclusive of sales tax (VAT), including packaging and packaging materials.
- The acceptance of goods without any remarks on the waybill or receipt is considered proof that the packaging was in good condition at the time of delivery.
Article 8 – Examination, complaints
- The Buyer shall be obliged to examine the delivered Product at the time of delivery or handover, but in any case within 14 days of receipt of the delivered Product, or to have it examined, but only to unpack or use it to the extent necessary to assess whether it retains the Product. The Buyer must examine whether the quality and quantity of what is delivered corresponds to the Agreement and whether the Products meet the requirements applicable to them in normal (commercial) dealings.
- Buyer is obliged to examine and inform himself in what manner the Product should be used and in case of personal use, to test the Product in accordance with the instructions for use. Fulfilcenter acknowledges no liability for Buyer’s misuse of the Product.
- Any visible defects or shortages must be reported in writing to Fulfilcenter after delivery at email@example.com. Buyer has a period of 14 days from delivery for this purpose. Non-visible defects or shortages should be reported within 14 days of discovery but no later than 6 months after delivery. If the Product is damaged due to careless handling by Buyer itself, Buyer is liable for any decrease in value of the Product.
- If, pursuant to the previous paragraph, a timely complaint is made, the Buyer shall remain obliged to pay for the purchased items. If Buyer wishes to return defective goods, this shall only be done with Fulfilcenter’s prior written consent in the manner specified by Fulfilcenter.
- If the Consumer uses its right of withdrawal, it shall return the Product and all accessories, to the extent reasonably possible, in original condition and packaging to Fulfilcenter in accordance with Fulfilcenter’s return instructions. The direct costs for return shipments are at the Buyer’s expense and risk.
- Fulfilcenter is entitled to initiate an investigation into the authenticity and condition of the returned Products before a refund will be made.
- Refunds to Buyer will be processed as soon as possible, but payment may take no longer than 30 days after receipt of the return. Refunds will be made to the account number previously provided.
- If Seller exercises its right of complaint, it shall not be entitled to suspend its payment obligation nor to set off outstanding invoices.
- In the absence of a complete delivery, and/or if one or more Products are missing, and this is attributable to Fulfilcenter, Fulfilcenter will, upon Buyer’s request, either resend the missing Product(s) or cancel the remaining order. The receipt from the Products is leading in this regard. Any damage suffered by Buyer as a result of the (deviating) scope of delivery cannot be recovered from Fulfilcenter.
Article 9 – Prices
- During the validity period of the Offer, the prices of the Products offered will not be increased, except in the case of changes in VAT rates.
- The prices stated in the Offer are inclusive of VAT unless expressly stated otherwise.
- The prices as mentioned in the Offer are based on the cost factors applicable at the time of entering into the Agreement such as: import and export duties, freight and unloading costs, insurance and any duties and taxes.
- In the case of Products or raw materials for which there are price fluctuations in the financial market and over which Fulfilcenter has no control, Fulfilcenter may offer these Products with variable prices. The Offer states that prices are guide prices and may fluctuate.
Article 10 – Payment and collection policy.
- Payment should preferably be made in advance in the currency in which it was invoiced by the method indicated.
- Buyer cannot derive any rights or expectations from an estimate issued in advance, unless the parties have expressly agreed otherwise.
- Buyer shall make payment in a lump sum to the account number and details of Fulfilcenter made known to it. The parties may agree on a different payment term only upon Fulfilcenter’s explicit and written consent.
- If a periodic payment obligation of Buyer has been agreed upon, Fulfilcenter shall be entitled to adjust the applicable prices and rates in writing subject to a period of 3 months.
- In the event of liquidation, bankruptcy, attachment or suspension of payment of Buyer, Fulfilcenter’s claims against Buyer shall be immediately due and payable.
- Fulfilcenter shall be entitled to apply the payments made by the Buyer first to reduce the costs, then to reduce the interest falling due and finally to reduce the principal sum and current interest. Fulfilcenter may, without thereby being in default, refuse an offer of payment if the Buyer designates a different order of attribution. Fulfilcenter may refuse full repayment of the principal sum if this does not also include the accrued and current interest as well as the costs.
- If Buyer fails to meet its payment obligation and has not fulfilled its obligation within the stipulated payment period of 14 days, Buyer being a Company is in default. Buyer being a Consumer will first receive a written demand with a period of 14 days from the date of the demand to still fulfill the payment obligation with a statement of the extrajudicial costs if Consumer does not fulfill its obligations within that period, before it is in default.
- From the date that the Buyer is in default, Fulfilcenter shall without further notice of default claim the statutory (commercial) interest from the first day of default until full payment and compensation of the extrajudicial costs in accordance with Article 6:96 of the Dutch Civil Code to be calculated in accordance with the graduated scale from the Decree on compensation for extrajudicial collection costs of 1 July 2012.
- If Fulfilcenter has incurred more or higher costs that are reasonably necessary, such costs will be eligible for reimbursement. Judicial and execution costs incurred shall also be borne by Buyer.
Article 11 – Retention of title.
- All items delivered by Fulfilcenter, shall remain the property of Fulfilcenter until Buyer has fulfilled all following obligations under all Agreements concluded with Fulfilcenter.
- Buyer is not authorized to pledge or otherwise encumber the items subject to retention of title if ownership has not yet been transferred in full.
- If third parties seize the goods delivered under retention of title or wish to establish or enforce rights thereon, Buyer shall be obliged to inform Fulfilcenter thereof as soon as may reasonably be expected.
- In the event that Fulfilcenter wishes to exercise its property rights referred to in this Article, the Buyer hereby unconditionally and irrevocably consents to and authorizes Fulfilcenter or any third parties to be appointed by Fulfilcenter to enter all such places where the property of Fulfilcenter is located and to repossess such goods.
- Fulfilcenter shall have the right to retain the Product(s) purchased by Buyer, if Buyer has not yet fulfilled its payment obligations (in full), despite an obligation of Fulfilcenter to transfer or deliver. After Buyer has still fulfilled its obligations, Fulfilcenter will endeavor to deliver the purchased Products to Buyer as soon as possible, but at the latest within 20 business days.
- Costs and other (consequential) damages resulting from the retention of the purchased Products shall be at the expense and risk of Buyer and shall be reimbursed by Buyer to Fulfilcenter upon first request.
Article 12 – Warranty
- Fulfilcenter guarantees that the Products comply with the Agreement, the specifications stated in the offer, usability and/or soundness and the legal rules/regulations at the time of the conclusion of the Agreement. This also applies if the goods to be delivered are intended for use abroad and Buyer has expressly notified Seller of this use in writing at the time of entering into the Agreement.
- If Products have a manufacturer’s warranty, the respective manufacturer’s warranty will be followed.
Article 13 – Suspension and dissolution
- Fulfilcenter is authorized to suspend the fulfillment of its obligations or to terminate the Agreement if Buyer fails to fulfill or fails to fully fulfill its (payment) obligations under the Agreement.
- Furthermore, Fulfilcenter is authorized to terminate the Agreement existing between it and Buyer, insofar as it has not yet been executed, without judicial intervention, if the Buyer does not, does not in a timely manner or does not properly comply with the obligations arising for it from any Agreement concluded with Fulfilcenter.
- Fulfilcenter will furthermore be entitled to terminate the Agreement or have the Agreement terminated without prior notice of default if circumstances arise of such a nature that fulfilment of the Agreement becomes impossible or can no longer be demanded in accordance with standards of reasonableness and fairness, or if other circumstances arise of such a nature that unaltered continuation of the Agreement can no longer be reasonably expected.
- If the Agreement is terminated, Fulfilcenter’s claims against Buyer shall be immediately due and payable. If Fulfilcenter suspends the fulfillment of its obligations, it retains its claims under the law and Agreement.
- Fulfilcenter retains the right to claim damages at all times.
Article 14 – Limitation of liability
- If Fulfilcenter’s performance of the Agreement results in Fulfilcenter’s liability to Buyer or third parties, such liability shall be limited to the costs charged by Fulfilcenter in connection with the Agreement unless the damage occurred due to intent or gross negligence.
- Fulfilcenter is not liable for consequential damages, indirect damages, loss of profits and/or losses suffered, missed savings and damages resulting from the use of the delivered Products is excluded. For Consumers, a limitation applies in accordance with what is permitted under Article 7:24 paragraph 2 of the Dutch Civil Code.
- Fulfilcenter is not liable for and/or obliged to repair any damage caused by the use of the Product. Fulfilcenter provides strict maintenance and operating instructions that must be followed by Buyer. All damage to Products resulting from wearing and use is expressly excluded from liability (this includes traces of use, usage damage, fall damage, light and water damage, theft, loss, etc.).
- Fulfilcenter is not liable for any damage that is or may be the result of any act or omission as a result of (imperfect and/or incorrect) information on the website(s) or from linked websites.
- Fulfilcenter is not responsible for any errors and/or irregularities in the functionality of the website and is not liable for any malfunctions or unavailability of the website for any reason.
- Fulfilcenter does not guarantee the correct and complete transmission of the content of and e-mail sent by/on behalf of Fulfilcenter, nor its timely receipt.
- All claims of Buyer for shortcomings on the part of Fulfilcenter shall lapse if they have not been reported to Fulfilcenter in writing and with reasons within one year after Buyer was aware or could reasonably have been aware of the facts on which it bases its claims. All claims of Buyer shall in any case expire one year after the termination of the Agreement.
Article 15 – Force majeure
- Fulfilcenter shall not be liable if it is unable to fulfill its obligations under the Agreement as a result of a force majeure situation, nor can it be held to fulfill any obligation if it is prevented from doing so as a result of a circumstance that is not attributable to its fault and that is not for its account under the law, legal act or generally accepted practice.
- Force majeure shall in any case mean, but is not limited to, what is understood in law and jurisprudence in this respect, (i) Force majeure of Fulfilcenter’s suppliers, (ii) failure to properly fulfill obligations of suppliers prescribed or recommended to Fulfilcenter by Buyer, (iii) defectiveness of third-party items, equipment, software or materials, (iv) government actions, (v) electricity failure, (vi) disruption of Internet, data network and telecommunications facilities (for example, due to: cybercrime and hacking), (vii) natural disasters, (viii) war and terrorist attacks, (ix) general transportation problems, (x) strikes in the company of Fulfilcenter and (xi) other situations which in Fulfilcenter’s judgment are beyond its control that temporarily or permanently prevent fulfillment of its obligations.
- Fulfilcenter shall be entitled to invoke force majeure if the circumstance preventing (further) fulfillment occurs after Fulfilcenter should have fulfilled its commitment.
- The parties may suspend obligations under the Agreement during the period that the force majeure continues. If this period lasts longer than two months, either party is entitled to dissolve the Agreement, without any obligation to compensate the other party for damages.
- Insofar as Fulfilcenter has already partially fulfilled its obligations under the Agreement at the time of the commencement of the force majeure or will be able to fulfil them and the fulfilled or still to be fulfilled part has independent value, Fulfilcenter will be entitled to invoice the fulfilled or still to be fulfilled part separately. Buyer is required to pay this invoice as if it were a separate Agreement.
Article 16 – Risk transition
Risk of loss of or damage to the Products that are the subject of the Agreement shall pass to Buyer being a business at the time the items leave Fulfilcenter’s warehouse. For Consumers, the risk mentioned herein shall pass to Buyer if the Products are given into Buyer’s control. This is the case if the Products have been delivered to Buyer’s delivery address.
Article 17 – Privacy, data processing and security
- Fulfilcenter will handle the (personal) data of Buyer and visitors of the website(s) with care. If requested, Fulfilcenter will inform the data subject accordingly.
- If the Agreement requires Fulfilcenter to provide security of information, such security shall comply with the agreed specifications and a level of security that is not unreasonable given the state of the art, the sensitivity of the data, and the associated costs.
Article 18 – Complaints
- If Buyer is not satisfied with Fulfilcenter’s Products and/or has complaints about the (execution of the) Agreement, Buyer is obliged to report these complaints as soon as possible, but at the latest within 14 calendar days after the relevant reason that led to the complaint. Complaints can be reported at firstname.lastname@example.org with the subject line “Complaint.”
- The complaint must be sufficiently substantiated and/or explained by Buyer in order for Fulfilcenter to process the complaint.
- Fulfilcenter will respond substantively to the complaint as soon as possible, but no later than 14 calendar days after receipt of the complaint.
- The parties will try to reach a solution jointly.
Article 19 – Applicable law
- Any Agreement between Fulfilcenter and Buyer shall be governed by Dutch law. The applicability of the (CISG) Vienna Sales Convention is expressly excluded.
- In case of interpretation of the content and scope of these general terms and conditions, the Dutch text thereof shall always prevail. Fulfilcenter is entitled to unilaterally amend these general terms and conditions.
- All disputes arising from or as a result of the Agreement between Fulfilcenter and Buyer shall be settled by the competent court of Rotterdam District Court, unless provisions of mandatory law lead to the jurisdiction of another court.
Papendrecht, March 3, 2023