TERMS AND CONDITIONS No Trace
- No Trace: No Trace, based in Benschop under KvK No. 71927182.
- Customer: The person with whom No Trace has entered into an agreement.
- Parties: No Trace and customer together.
- Consumer: a customer who is also an individual and who acts as a private person.
Applicability terms and conditions
- These conditions apply to all offers, offers, activities, orders, agreements and deliveries of services or products by or on behalf of No Trace.
- Parties may derogate from these conditions only if they have expressly and in writing agreed.
- The parties expressly exclude the applicability of additional and/or different terms and conditions of the customer or of third parties.
Offers and quotes
- Offers and offers from No Trace are non-binding, unless expressly stated otherwise.
- An offer or offer shall be valid for a maximum of 2 weeks, unless another acceptance period is indicated in the offer or offer.
- If the customer does not accept an offer or offer within the current time frame, the offer or the offer will expire.
- Offers and quotes do not apply to reorders unless the parties have expressly and in writing.
- Upon acceptance of a non-binding offer or offer, No Trace reserves the right to withdraw the offer or offer within 3 days of receipt of the acceptance, without the customer being able to derive any rights from it.
- Verbal acceptance of the customer only connects No Trace after the customer has confirmed it in writing (or electronically).
- All prices used by No Trace are in euros, including VAT and exclude any other costs such as administration fees, charges and travel, shipping or transport costs, unless expressly stated otherwise or otherwise agreed.
- All prices on that No Trace applies for its products or services, on its website or otherwise disclosed, can change No Trace at any time.
- Increases in the cost prices of products or their components, which No Trace could not provide at the time of the offer or the conclusion of the agreement, may lead to price increases.
- The consumer has the right to terminate an agreement as a result of a price increase as referred to in paragraph 3, unless the increase is the result of legislation.
- The price relating to a service is determined by No Trace on the basis of the actual hours spent.
- The price is calculated according to No Trace’s usual hourly rates, applicable for the period in which it carries out the work, unless a different hourly rate has been agreed.
- If parties have agreed a total amount for a service provided by No Trace, this is always a guide price, unless the parties have expressly and in writing agreed a fixed price, of which cannot be deviated.
- No Trace is entitled to deviate to 10% of the target price.
- If the target price is more than 10% higher, No Trace should inform the customer in good time why a higher price is justified.
- If the target price is more than 10% higher, the customer has the right to void the part of the contract, which exceeds the target price plus 10%.
- No Trace has the right to adjust prices annually.
- Prior to its entry, No Trace will communicate price adjustments to the customer.
- The consumer has the right to terminate the agreement with No Trace if he does not agree to the price increase.
Payments and payment period
- No Trace may require a deposit of up to 50% of the agreed amount when entering into the agreement.
- The customer must have made payments afterwards within 7 days of delivery of the product.
- Payment periods are considered fatal payment deadlines. This means that if the customer has not paid the agreed amount by the last day of the payment period, he is by law in default and in default, without No Trace having to send the customer a notice or default .
- No Trace reserves the right to make a delivery dependent on immediate payment or to demand a guarantee for the total amount of services or products.
Not paying in time
- If the customer does not pay within the agreed time limit, No Trace is entitled to charge an interest rate of 1% per month from the day the customer is in default, taking a portion of a month for an entire month.
- In addition, when the customer is in default, he is liable for out-of-court collection fees and any damages to No Trace.
- The collection costs are calculated on the basis of the Decision fee for out-of-court collection costs.
- If the customer does not pay on time, No Trace may suspend its obligations until the customer has fulfilled his obligation to pay.
- In the event of liquidation, bankruptcy, seizure or suspension of payment on the customer’s side, No Trace’s claims on the customer are immediately required.
- If the customer refuses to cooperate in the implementation of the contract by No Trace, he is still obliged to pay the agreed price to No Trace.
Right of advertising
- Once the customer is in default, No Trace is entitled to invoke the right of advertising in respect of the unpaid products delivered to the customer.
- No Trace invokes the right of advertising by means of a written or electronic communication.
- Once the customer has been informed of the invoked right of advertising, the customer must immediately return the products to which this right relates to No Trace, unless parties make other agreements about it.
- The costs for retrieving or transfering the products are borne by the customer.
Right of withdrawal
- A consumer may cancel an online purchase for a 14-day cooling-off period without giving any reason provided that:
- 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 specially tailored to the consumer or adapted
- it is not a product that cannot be returned for hygienic reasons (underwear, swimwear, etc.)
- the seal is still intact, when it comes to data carriers with digital content (DVDs, CDs, etc.)
- the product is not a trip, transport ticket, catering assignment or form of leisure activity
- the product is not a separate magazine or separate newspaper
- (emergency repair order)
- the consumer has not waived his right of withdrawal
- The 14-day cooling-off period referred to in paragraph 1 shall begin:
- on the day after the consumer has received the last product or part of 1 order
- once the consumer has received the first product with a subscription
- once the consumer has taken a service for the first time
- as soon as the consumer has confirmed that they will purchase digital content over the Internet
- The consumer may make their right of withdrawal known via email@example.com, if desired, using the revocation form which can be downloaded through the No Trace website, https://www.notrace.nl.
- The consumer is obliged to return the product to No Trace within 14 days of the decision to be made public, in the absence of which his right of withdrawal is to be waived.
- The return fee will only be borne by No Trace if the full order is returned.
- If the purchase costs and any other costs (such as shipping and return costs) are eligible for reimbursement under the law, No Trace will refund these costs to the consumer, provided that the consumer has returned the product to No Trace in good time.
Unless the customer is a consumer, the customer waives the right to suspend the fulfilment of any undertaking resulting from this agreement.
- No Trace can invoke its retention right and, in that case, keep the customer’s products under them until the customer has paid all outstanding accounts for No Trace, unless the customer has provided sufficient security for those costs.
- The retention right also applies under previous agreements from which the customer still owes payments to No Trace.
- No Trace is never liable for any damage that the customer may suffer as a result of the use of his retention right.
Unless the customer is a consumer, the customer waives his right to set off a debt to No Trace with a claim on No Trace.
- No Trace will remain the owner of all products delivered until the customer has fully fulfilled all its commitments to No Trace under any agreement concluded with No Trace, including claims relating to the failure to comply.
- Until then, No Trace can rely on his reservation of ownership and take back the cases.
- Before the property has been transferred to the customer, the customer may not pawn, sell, dispose of or otherwise object to the products.
- If No Trace invokes its reservation of ownership, the agreement shall be terminated and No Trace has the right to claim damages, foregone profits and interest.
- Delivery takes place as long as the stock lasts.
- Delivery takes place at No Trace, unless parties have been agreed differently.
- Delivery of products ordered online takes place at the address indicated by the customer.
- If the agreed amounts are not paid or not paid on time, No Trace has the right to suspend its obligations until the agreed part is satisfied.
- In the case of late payment, there is a default of creditors, with the result that the customer cannot counter a late delivery to No Trace.
- The delivery times specified by No Trace are indicative and do not entitle the customer to dissolution or compensation if they are exceeded, unless the parties have expressly and in writing agreed otherwise.
- The delivery time starts after the offer signed by the customer for agreement to No Trace by No Trace has been confirmed in writing by No Trace or electronically to the customer.
- Exceeding the specified delivery time does not entitle the customer to compensation or the right to terminate the contract, unless No Trace cannot deliver in writing within 14 days of being in writing or parties to do so agreed otherwise.
The customer must ensure that the actual delivery of the products he ordered can take place in good time.
Transport costs are at the customer’s expense, unless parties have agreed on this.
Packaging and shipping
- If the packaging of a delivered product is opened or damaged, the customer must, before receiving the product, have a note made by the forwarder or delivery person, in the absence of which No Trace cannot be liable be held for any damage.
- If the customer himself takes care of the transport of a product, he must report any visible damage to products or packaging to No Trace prior to transport, in the absence of which No Trace cannot be held liable for any damage.
- The customer undertakes to ensure and keep the following matters adequately insured against fire, explosion and water damage, as well as theft:
- issues necessary for the implementation of the underlying agreement
- no trace matters that are present at the customer
- matters provided under ownership
- At the first request of No Trace, the customer provides the policy of these insurances for inspection.
- If the customer purchases ordered products only later than the agreed delivery date, the risk of a possible loss of quality is entirely for the customer.
- Any additional costs resulting from premature or late purchase of products are entirely borne by the customer.
- When the parties have entered into an agreement of a service character, it contains only effort obligations for No Trace, not any result obligations.
- The warranty relating to products applies only to defects caused by faulty(e) manufacture, construction or material.
- The warranty shall not apply in the case of normal wear and tear and damage caused by accidents, changes to the product, negligence or improper use by the customer, and where the cause of the defect cannot be clearly be established.
- 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 time when they are legally and/or effectively delivered, at least in the customer’s power or from a third party who receives the product for the benefit of the customer.
- Exchange is only possible if the following conditions are met:
- exchange takes place within 14 days of purchase on presentation of the original invoice
- the product is returned to the original packaging or with the original (price) tickets still attached
- the product has not yet been used
- Discounted items, non-sustainable items such as food, custom items or items specially customized for the customer and custom made / made on request cannot be exchanged.
Implementation of the Agreement
- No Trace executes the agreement to the best of your ability and in accordance with the requirements of good craftsmanship.
- No Trace has the right to have the agreed service (partially) provided by third parties.
- The implementation of the agreement shall be carried out by mutual agreement and after a written agreement and payment of the customer’s agreed advance.
- It is the customer’s responsibility that No Trace can begin implementing the agreement in a timely manner.
- If the customer has not ensured that No Trace can start implementing the agreement in good time, the resulting additional costs and/or extra hours will be borne by the customer.
Information provided by the customer
- The customer makes available to No Trace in a timely and desired manner all the information, data and documents relevant to the correct implementation of the agreement.
- The customer shall be able to ensure the accuracy, completeness and reliability of the information, data and documents made available, even if they come from third parties, provided that the nature of the agreement does not result otherwise.
- If and to the extent requested by the customer, No Trace returns the relevant documents.
- If the customer does not, in good time or not properly make available the information, data or documents reasonably required by No Trace, and the implementation of the contract is delayed, the resulting additional costs and extra hours at the customer’s expense.
Duration of the agreement
- The agreement between No Trace and the customer shall be entered into for the duration of 1 Week, unless the nature of the agreement results from anything else or parties have expressly and in writing agreed otherwise.
- If an agreement has been entered into for a fixed period, it shall be tacitly converted into an indefinite contract at the end of the period, unless one of the Parties terminates the contract subject to a notice period of 2 months, or. a consumer cancels the contract subject to a notice period of 1 month, the contract shall end on the other hand.
- If the parties have agreed a period of time within the duration of the agreement for the completion of certain activities, this is never a fatal time limit. In the event of an overrun of this period, the customer must make No Trace in writing default.
- No Trace retains all intellectual property rights (including copyright, patent law, trademark law, design and modeling law, etc.) on all designs, drawings, writings, carriers with data or other information, quotations, images, sketches, models, models, etc., unless parties have agreed differently in writing.
- The customer may not copy, show and/or make available to third parties without the prior written consent of No Trace or otherwise use them.
- The customer keeps secret every information he receives (in any form) from No Trace.
- The same applies to any other information relating to No Trace which he knows or can reasonably suspect is secret or confidential, or which he can expect to cause No Trace harm.
- The customer shall take all necessary measures to ensure that he also keeps the information referred to in paragraphs 1 and 2 secret.
- The obligation of confidentiality laid down in this Article shall not apply to information:
- who was already public before the customer heard this information or later became public without this being the result of a breach of the customer’s obligation of confidentiality
- which is made public by the customer on the basis of a legal duty
- The obligation of confidentiality laid down in this Article shall apply for the duration of the underlying agreement and for a period of 3 years after its expiry.
- If the other Party violates the article of these terms and conditions on confidentiality or intellectual property, he shall forfeit an immediate penalty for any infringement on behalf of a commercial name.
- if the other party is a consumer, this fine is € 1,000
- if the other party is a legal entity, this fine is € 5,000
- In addition, the other Party shall forfeit an amount of 5% of the amount referred to in paragraph 1 for each day that that infringement continues.
- The adjustment of this fine does not require prior default or legal proceedings. There is also no need for any form of damage.
- The forfeiting of the fine referred to in paragraph 1 of this Article shall not affect No Trace’s other rights, including his right to claim damages in addition to the fine.
The customer shall exempt No Trace from all third-party claims related to the products and/or services provided by No Trace.
- The customer should examine a product or service provided by No Trace as soon as possible for any deficiencies.
- If a product delivered or service is not met by what the customer could reasonably expect from the contract, the customer no trace should be informed as soon as possible, but at least within 1 month of the finding of the deficiencies, on to raise the altitude.
- Consumers should notify No Trace no later than 2 months after the deficiencies have been identified.
- The customer gives the most detailed description of the shortcoming possible, so that No Trace is able to respond adequately to this.
- The customer must demonstrate that the complaint relates to an agreement between the parties.
- If a complaint relates to ongoing work, this in any event cannot lead to No Trace being held to carry out other activities than agreed.
- The customer must make any defaults known in writing to No Trace.
- It is the responsibility of the customer that a default no trace actually reaches (timely).
Customer’s roll-call liability
If No Trace enters into an agreement with multiple customers, each of them will be jointly and severally liable for the full amounts they owe to No Trace under that agreement.
Liability No Trace
- No Trace is only liable for any damage suffered by the customer if and to the extent that damage is caused by intentional or deliberate recklessness.
- If No Trace is liable for any damages, it is liable only for direct damage seen or related to the performance of an agreement.
- No Trace is never liable for indirect damages, such as consequential damages, foregone profits, missed savings or damages to third parties.
- If No Trace is liable, this liability is limited to the amount paid by a closed (professional) liability insurance and in the absence of (full) benefit by an insurance company of the damages amount, liability is limited to the (part of the) invoice amount to which liability relates.
- All images, photographs, colours, drawings, descriptions on the website or in a catalogue are only indicative and only approximately valid and cannot be grounds for damages and/or (partial) dissolution of the agreement and/or suspension of any obligation.
In any case, any right of the customer to compensation for No Trace expires 12 months after the event from which liability results directly or indirectly. This does not exclude the provisions of Article 6:89 of the Civil Code.
Right to dissolution
- The customer has the right to terminate the contract if No Trace fails attributable to the fulfilment of his obligations, unless, given its special nature or minor significance, this shortcoming does not justify the dissolution.
- If no trace does not permanently or temporarily impossible to fulfil the obligations, dissolution cannot take place until No Trace is in default.
- No Trace has the right to terminate the agreement with the customer if the customer does not fully or in time fulfil his obligations from the agreement, or if No Trace has taken note of circumstances that give him good ground to fear that the customer will not be able to properly fulfil its obligations.
- In addition to the provisions of Article 6:75 Civil Code, no trace’s failure in the fulfilment of any obligation to the customer cannot be attributed to No Trace in any of the likes of No Trace independent situation, thereby preventing all or part of the fulfilment of his obligations to the customer or preventing the fulfilment of his obligations in reasonableness from No Trace.
- The force majeure situation referred to in paragraph 1 also includes – but not exclusively – a state of emergency (such as civil war, uprising, riots, natural disasters, etc.); misperformance and force majeure of suppliers, delivery drivers or other third parties; unexpected power, electricity, internet, computer and telecom failures; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work stoppages.
- If there is a force majeure situation that prevents No Trace 1 or more obligations to the customer from fulfilling, those obligations will be suspended until No Trace can comply again.
- From the moment a force majeure situation has lasted at least 30 calendar days, both parties may terminate the agreement in writing in whole or in part.
- No Trace does not owe any (damage) compensation in a force majeure situation, even if it enjoys any advantage as a result of the force majeure.
Change of terms and conditions
- No Trace is entitled to amend or supplement these terms and conditions.
- Changes of minor importance can be implemented at any time.
- Major substantive changes will discuss No Trace with the customer as much as possible in advance.
- Consumers are entitled to terminate the agreement in the case of a substantial change to the terms and conditions.
Transition of rights
- Rights of the customer from an agreement between parties cannot be transferred to third parties without the prior written consent of No Trace.
- This provision shall be subject to a condition of goods law as referred to in the second paragraph of Article 3:83, civil code.
Consequences nullity or destructibility
- If one or more provisions of these terms and conditions prove null or void, this does not affect the other provisions of those conditions.
- In that case, a provision that is null or void is replaced by a provision closest to what No Trace envisioned when drawing up the conditions at that point.
Applicable law and competent court
- Only Dutch law applies to any agreement between the parties.
- The Dutch court in the district where No Trace is located / practice holds /holds office is exclusively competent to take note of any disputes between the parties, unless the law requires compelling otherwise.
Drawn up on 15 March 2020.