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Terms of service

 

Article 1 - Definitions

  1. Serego B.V., established in Delft, Chamber of Commerce number 90811607, is referred to as the seller in these general terms and conditions.
  2. The counterparty of the seller is referred to as the buyer in these general terms and conditions.
  3. The parties are the seller and the buyer together.
  4. The agreement refers to the purchase agreement between the parties.

Article 2 - Applicability of General Terms and Conditions

  1. These conditions apply to all offers, quotations, agreements, and deliveries of services or goods by or on behalf of the seller.
  2. Deviations from these conditions are only possible if expressly and in writing agreed upon by the parties.

Article 3 - Payment

  1. The full purchase price is always paid immediately in the webshop. In some cases, a deposit is expected for reservations. In that case, the buyer will receive proof of the reservation and the advance payment.
  2. If the buyer does not pay on time, they are in default. If the buyer remains in default, the seller is entitled to suspend obligations until the buyer has fulfilled their payment obligation.
  3. If the buyer remains in default, the seller will proceed to collection. The costs related to this collection are at the buyer's expense. These collection costs are calculated based on the Decree on Compensation for Extrajudicial Collection Costs.
  4. In the event of liquidation, bankruptcy, attachment, or suspension of payment of the buyer, the seller's claims against the buyer are immediately due and payable.
  5. If the buyer refuses to cooperate in the execution of the order by the seller, they are still obliged to pay the agreed price to the seller.

Article 4 - Offers, Quotations, and Price

  1. Offers are non-binding unless a period for acceptance is stated in the offer. If the offer is not accepted within that period, the offer lapses.
  2. Delivery times in quotations are indicative and do not entitle the buyer to dissolution or compensation if exceeded unless expressly and in writing agreed upon by the parties.
  3. Offers and quotations do not automatically apply to repeat orders. The parties must expressly and in writing agree on this.
  4. The price stated in offers, quotations, and invoices includes the purchase price plus the applicable VAT and any other government levies.

Article 5 - Right of Withdrawal

  1. The consumer has the right to dissolve the agreement without giving reasons within 30 days after receiving the order. The period starts when the entire order is received by the consumer.
  2. There is no right of withdrawal for products made to the buyer's specifications.
  3. The buyer can send an email to the seller to request a return. The seller is obliged to make this available to the buyer immediately after the buyer's request. Return costs are at the buyer's expense.
  4. During the reflection period, the consumer will handle the product and packaging with care. The product will only be unpacked or used to the extent necessary to determine if the consumer wishes to keep it. If the consumer exercises their right of withdrawal, they will return the unused and undamaged product with all delivered accessories and, if reasonably possible, in the original shipping packaging to the seller, following the reasonable and clear instructions provided by the seller.

Article 6 - Modification of the Agreement

  1. If during the execution of the agreement it appears necessary to change or supplement the work to be done for proper execution, the parties will timely and in mutual consultation adjust the agreement accordingly.
  2. If the parties agree that the agreement will be amended or supplemented, this may affect the time of completion of the execution. The seller will inform the buyer of this as soon as possible.
  3. If the change or supplement to the agreement has financial and/or qualitative consequences, the seller will inform the buyer of this in advance in writing.
  4. If a fixed price has been agreed upon, the seller will indicate to what extent the change or supplement to the agreement will result in an exceeding of this price.
  5. In deviation from the third paragraph of this article, the seller cannot charge additional costs if the change or supplement is the result of circumstances that can be attributed to the seller.

Article 7 - Delivery and Transfer of Risk

  1. The risk of loss, damage, or theft of the products subject to an agreement between the parties transfers to the buyer at the moment they are legally and/or factually delivered, or at least come into the power of the buyer or a third party who receives the product on behalf of the buyer.

Article 8 - Inspection and Complaints

  1. The buyer is obliged to examine the delivered goods at the time of (delivery), but in any case as soon as possible thereafter. The buyer should check whether the quality and quantity of the delivered goods comply with what the parties have agreed or at least meet the requirements that apply in normal (commercial) transactions.
  2. Complaints regarding damage, shortages, or loss of delivered goods must be submitted in writing to the seller within 10 working days after the day of delivery of the goods.
  3. If the complaint is justified within the specified period, the seller has the right to either repair, re-deliver, or refrain from delivery and send a credit note for that part of the purchase price.
  4. Minor and/or customary deviations in the industry and differences in quality, quantity, size, or finish cannot be invoked against the seller.
  5. Complaints regarding a specific product do not affect other products or parts belonging to the same agreement.
  6. After processing the goods by the buyer, no complaints are accepted.

Article 9 - Samples and Models

  1. If a sample or model has been shown or provided to the buyer, it is presumed to have been provided only as an indication without the need for the delivered item to correspond with it. This is different if the parties have explicitly agreed that the delivered item will correspond with it.

Article 10 - Delivery

  1. The buyer is obliged to accept the goods at the moment the seller delivers them or has them delivered, or at the moment they are made available to the buyer according to the agreement.
  2. The seller is responsible for any delivery costs within the Netherlands. International delivery costs are partly at the buyer's expense.
  3. If the buyer refuses to accept or is negligent in providing information or instructions necessary for the delivery, the seller is entitled to store the item at the buyer's expense and risk.
  4. If the seller needs information from the buyer for the execution of the agreement, the delivery time starts after the buyer has made this information available to the seller.
  5. Delivery times in offers or agreements are indicative and do not entitle the buyer to dissolution or compensation if exceeded unless expressly and in writing agreed upon by the parties.
  6. The seller is entitled to deliver the goods in parts unless the parties have agreed otherwise in writing or partial delivery has no independent value. The seller is entitled to invoice these parts separately.

Article 11 - Force Majeure

  1. If the seller cannot, not timely, or not properly fulfill their obligations under the agreement due to force majeure, they are not liable for damage suffered by the buyer.
  2. The parties define force majeure as any circumstance that the seller could not take into account at the time of entering into the agreement and as a result of which the normal execution of the agreement cannot reasonably be expected by the buyer, such as illness, war or threat of war, civil war and riots, molestation, sabotage, terrorism, energy disruption, flooding, earthquake, fire, company occupation, strikes, worker lockouts, changed government measures, transport difficulties, and other disruptions in the seller's business.
  3. The parties also define force majeure as the circumstance that supply companies on which the seller depends for the execution of the agreement do not fulfill their contractual obligations towards the seller unless this is attributable to the seller.
  4. If a situation as referred to above arises as a result of which the seller cannot fulfill their obligations towards the buyer, those obligations will be suspended as long as the seller cannot fulfill their 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 writing, in whole or in part.

Article 12 - Transfer of Rights

  1. Rights of a party under this agreement cannot be transferred without the prior written consent of the other party. This provision applies as a clause with property law effect as referred to in Article 3:83(2) of the Dutch Civil Code.

Article 13 - Retention of Title and Right of Retention

  1. The goods present at the seller and the delivered goods and parts remain the property of the seller until the buyer has paid the entire agreed price. Until then, the seller can invoke their retention of title and take back the goods.
  2. If the agreed advance payments are not made or not made on time, the seller has the right to suspend the work until the agreed part is still paid. There is then a creditor's default. A delayed delivery cannot then be invoked against the seller.
  3. The seller is not authorized to pledge the goods under retention of title or encumber them in any other way.
  4. The seller undertakes to insure the goods delivered under retention of title and keep them insured against fire, explosion, and water damage as well as theft and to provide the policy for inspection upon first request.
  5. If goods have not yet been delivered but the agreed advance payment or price has not been paid according to the agreement, the seller has the right of retention. The item will then not be delivered until the buyer has paid in full and according to the agreement.
  6. In case of liquidation, insolvency, or suspension of payment of the buyer, the obligations of the buyer are immediately due and payable.

Article 14 - Liability

  1. Any liability for damage arising from or related to the execution of an agreement is always limited to the amount paid out in the relevant case by the liability insurance(s) concluded. This amount is increased by the amount of the deductible according to the relevant policy.
  2. The seller's liability for damage resulting from intent or deliberate recklessness by the seller or his managerial subordinates is not excluded.

Article 15 - Duty to Complain

  1. The buyer is obliged to report complaints about the work performed immediately to the seller. The complaint must contain a description of the shortcoming as detailed as possible so that the seller is able to respond adequately.
  2. If a complaint is justified, the seller is obliged to repair and possibly replace it.

Article 16 - Warranties

  1. If the agreement includes warranties, the following applies. The seller guarantees that the sold item meets the agreement, that it will function without defects, and that it is suitable for the use that the buyer intends to make of it. This warranty applies for a period of two calendar years after the buyer has received the sold item.
  2. The intended warranty is to establish a risk distribution between the seller and the buyer such that the consequences of a breach of a warranty are always fully at the expense and risk of the seller, and that the seller can never invoke Article 6:75 of the Dutch Civil Code regarding a breach of a warranty. The previous sentence also applies if the breach was known to the buyer or could have been known by conducting an investigation.
  3. The warranty does not apply if the defect has arisen as a result of improper or inappropriate use or if, without permission, the buyer or third parties have made or attempted to make changes or used the purchased item for purposes for which it is not intended.
  4. If the warranty provided by the seller relates to a matter produced by a third party, the warranty is limited to the warranty provided by that producer.

Article 17 - Intellectual Property

  1. Serego B.V. retains all intellectual property rights (including copyright, patent law, trademark law, design and model law, etc.) on all products, designs, drawings, writings, data carriers, or other information, quotations, images, sketches, models, mockups, etc., unless the parties have agreed otherwise in writing.
  2. The customer may not copy, show, or make available to third parties or otherwise use the mentioned intellectual property rights without the prior written permission of Serego B.V.

Article 18 - Amendment of General Terms and Conditions

  1. Serego B.V. is entitled to amend or supplement these general terms and conditions.
  2. Minor changes can be made at any time.
  3. Major substantive changes will be discussed with the customer as much as possible in advance.
  4. Consumers are entitled to terminate the agreement in the event of a substantial change to the general terms and conditions.

Article 19 - Applicable Law and Competent Court

  1. Dutch law exclusively applies to every agreement between the parties.
  2. The Dutch court in the district where Serego B.V. is established is exclusively competent to take cognizance of any disputes between the parties unless the law mandatorily prescribes otherwise.
  3. The applicability of the Vienna Sales Convention is excluded.
  4. If in a judicial procedure one or more provisions of these general terms and conditions are deemed unreasonably onerous, the remaining provisions will remain in full force.

These general terms and conditions have been in effect since: October 16, 2023