No Trace TERMS AND CONDITIONS
- No Trace: No Trace, established in Benschop under Chamber of Commerce 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 of general terms and conditions
- These general terms and conditions apply to all quotations, offers, activities, orders, agreements and deliveries of services or products by or on behalf of No Trace.
- The parties can only deviate from these conditions if they have explicitly agreed to this in writing.
- The parties expressly exclude the applicability of additional and/or deviating general terms and conditions of the customer or of third parties.
Offers and quotations
- Offers and quotations from No Trace are without obligation, unless explicitly stated otherwise.
- An offer or quotation is valid for a maximum of 2 weeks, unless another 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 will lapse.
- Offers and quotations do not apply to reorders, unless the parties have explicitly agreed in writing.
- Upon acceptance of a non-binding offer or offer, No Trace reserves the right to withdraw the quotation or offer within 3 days after receipt of the acceptance, without the customer being able to derive any rights from it.
- Verbal acceptance of the customer only binds No Trace after the customer has confirmed it in writing (or electronically).
- All prices that No Trace applies are in euros, include VAT and exclude any other costs such as administration costs, levies and travel, shipping or transport costs, unless explicitly stated otherwise or otherwise agreed.
- No Trace may change all prices on its products or services, on its website or otherwise disclosed.
- Increases in the cost prices of products or parts thereof, which No Trace 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 an agreement as a result of a price increase as referred to in paragraph 3, unless the increase is the result of a legal regulation.
- The price for a service is determined by No Trace on the basis of the hours actually spent.
- The price is calculated according to the usual hourly rates of No Trace, applicable for the period in which he performs the work, unless a different hourly rate has been agreed.
- If the parties have agreed a total amount for a service provided by No Trace, this is always a target price, unless the parties have explicitly agreed in writing a fixed price, from which no deviation can be made.
- No Trace is entitled to deviate up to 10% of the target price.
- If the target price is going to be more than 10% higher, No Trace must 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 cancel the part of the order, which exceeds the target price plus 10%.
- No Trace has the right to adjust the 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 term
- No Trace may require a deposit of up to 50% of the agreed amount when entering into the agreement.
- The customer must have paid payments afterwards within 7 days after delivery of the product.
- Payment terms are considered fatal payment terms. This means that if the customer has not paid the agreed amount no later than the last day of the payment term, he is in default and in default by operation of law, without No Trace having to send or default on the customer.
- No Trace reserves the right to make a delivery subject to immediate payment or to demand a security for the total amount of the services or products.
Consequences of not paying on time
- If the customer does not pay within the agreed period, No Trace is entitled to charge an interest of 1% per month from the day the customer is in default, whereby part of a month is counted for a whole month.
- In addition, if the customer is in default, he owes No Trace extrajudicial collection costs and any compensation.
- The collection costs are calculated on the basis of the Compensation for Extrajudicial Collection Costs Decree.
- If the customer does not pay on time, No Trace may suspend its obligations until the customer has fulfilled his payment obligation.
- In the event of liquidation, bankruptcy, attachment or suspension of payment on the part of the customer, No Trace’s claims against the customer are immediately due and payable.
- If the customer refuses to cooperate in the execution of the agreement by No Trace, he is still obliged to pay the agreed price to No Trace.
Right of advertising
- As soon as the customer is in default, No Trace is entitled to invoke the right of advertising with regard to the unpaid products delivered to the customer.
- No Trace invokes the right of advertising by means of a written or electronic communication.
- As soon as the customer has been informed of the right of advertising invoked, the customer must immediately return the products to which this right relates to No Trace, unless the parties make other agreements about this.
- The costs for the recovery or return of the products will be borne by the customer.
Right of withdrawal
- A consumer can dissolve an online purchase during a cooling-off period of 14 days 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 that has been specially 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 assignment or form of leisure
- the product is not a loose magazine or newspaper
- it does not involve (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 starts:
- 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 via the Internet
- The consumer can make his appeal to the right of withdrawal known by e-mail to [email protected]
- The consumer is obliged to return the product to No Trace within 14 days after the signaling of his right of withdrawal, failing which his right of withdrawal will lapse.
- The costs for returns are at all times at the expense of the consumer. The consumer also bears full responsibility for returning the goods.
- If the purchase costs and any other costs (such as shipping and return costs) are eligible for reimbursement according to the law, No Trace will refund these costs to the consumer within 14 days of receipt of the timely appeal to the right of withdrawal, provided that the consumer has returned the product to No Trace in time and they have arrived at No Trace.
Right of suspension
Unless the customer is a consumer, the customer waives the right to suspend the fulfilment of any obligation arising from this agreement.
Right of retention
- No Trace can invoke its right of retention and in that case keep products of the customer in its custody, until the customer has paid all outstanding accounts with regard to No Trace, unless the customer has provided sufficient security for those costs.
- The right of retention also applies on the basis of 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 using his right of retention.
Unless the customer is a consumer, the customer waives his right to set off a debt to No Trace against a claim on No Trace.
- No Trace remains the owner of all delivered products until the customer has fully fulfilled all its payment obligations with regard to No Trace under any agreement concluded with No Trace, including claims for failure to comply.
- Until then, No Trace can invoke its retention of title and take back the business.
- Before the ownership has passed to the customer, the customer may not pledge, sell, dispose of or otherwise encrie the products.
- If No Trace invokes its retention of title, the agreement shall be dissolved and No Trace shall have the right to claim damages, lost profits and interest.
- Delivery takes place while stocks last.
- Delivery takes place at No Trace, 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, No Trace has the right to suspend its obligations until the agreed part has been paid.
- In the event of late payment, there is a default of creditors, with the result that the customer cannot object to 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 this is exceeded, unless the parties have explicitly agreed otherwise in writing.
- The delivery time starts after the quotation signed by the customer for agreement to No Trace has been confirmed by No Trace in writing or electronically to the customer.
- Exceeding the specified delivery time does not entitle the customer to compensation or the right to dissolve the agreement, unless No Trace cannot deliver within 14 days after being notified in writing or the parties have agreed otherwise.
The customer must ensure that the actual delivery of the products ordered by him can take place on time.
Transport costs are at the expense of the customer, unless the parties have agreed otherwise.
Packaging and shipping
- If the packaging of a delivered product is opened or damaged, the customer must, before receiving the product, have this recorded by the freight forwarder or delivery person, failing which No Trace cannot be held liable for any damage.
- If the customer takes care of the transport of a product himself, he must report any visible damage to products or the packaging prior to transport to No Trace, failing which No Trace cannot be held liable for any damage.
- The customer undertakes to adequately insure and keep insured against fire, explosion and water damage as well as theft:
- delivered goods that are necessary for the execution of the underlying agreement
- no trace items that are present at the customer’s
- goods delivered under retention of title
- At the first request of No Trace, the customer makes the policy of these insurances available for inspection.
- If the customer does not purchase ordered products until later than the agreed delivery date, the risk of any loss of quality is entirely for the customer.
- Any additional costs due to premature or late purchase of products will be borne entirely by the customer.
- When the parties have entered into an agreement of a service nature, it contains only effort obligations for No Trace, not performance obligations.
- The warranty with respect to products applies only to defects caused by improper manufacturing, construction or material.
- The warranty does not apply in the event of normal wear and tear and damage caused by accidents, changes made to the product, negligence or improper use by the customer, as well as when 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 they are legally and/or actually delivered, at least in the power of the customer or of 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 in its original packaging or with the original (price) tickets still attached
- the product has not yet been used
- Discounted items, unsustainable items such as food, custom made items or specially customized items for the customer and custom made / made on request cannot be exchanged.
Execution of the agreement
- No Trace executes the agreement to the best of its knowledge and ability and in accordance with the requirements of good craftsmanship.
- No Trace has the right to have the agreed services (partially) provided by third parties.
- The execution of the agreement takes place by mutual agreement and after written agreement and payment of any agreed advance by the customer.
- It is the customer’s responsibility that No Trace can start the execution of the agreement in a timely manner.
- If the customer has not ensured that No Trace can start the execution of the agreement in a timely manner, the resulting additional costs and/or extra hours will be borne by the customer.
Provision of information by the customer
- The customer makes all information, data and documents relevant for the correct execution of the agreement available to No Trace in a timely and desired form and in the desired manner.
- The customer is in charge of the accuracy, completeness and reliability of the information, data and documents made available, even if they come from third parties, insofar as the nature of the agreement does not result otherwise.
- If and insofar as the customer so requests, No Trace will return the relevant documents.
- If the customer does not make available, not in time or not properly the information, data or documents reasonably required by No Trace and the execution of the agreement is delayed as a result, the resulting additional costs and extra hours will be borne by the customer.
Duration of the agreement
- The agreement between No Trace and the customer is entered into for the duration of 1 Weeks, unless the nature of the agreement results otherwise or the parties have explicitly agreed otherwise in writing.
- If a fixed-term agreement has been entered into, it will be tacitly converted into an agreement for an indefinite period after the end of the period, unless one of the parties terminates the agreement with due observance of a notice period of 2 months, or a consumer terminates the agreement with due observance of a notice period of 1 month, then the agreement ends by operation of law.
- If the parties have agreed a term within the term of the agreement for the completion of certain activities, this is never a fatal term. If this period is exceeded, the customer must give No Trace notice of default in writing.
- No Trace retains all intellectual property rights (including copyright, patent law, trademark law, design and design rights, etc.) on all designs, drawings, writings, media with data or other information, quotations, images, sketches, models, models, etc., unless the parties have agreed otherwise in writing.
- The customer may not copy, show and/or make available to third parties these intellectual property rights without the prior written permission of No Trace or use them in any other way.
- The customer keeps secret any information he receives (in any form) from No Trace.
- The same applies to any other information concerning No Trace that he knows or can reasonably suspect to be secret or confidential, or which he can expect to cause damage to No Trace.
- 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 described in this Article shall not apply to information:
- which was already public before the customer learned this information or which later became public without this being the result of a breach of the customer’s duty of confidentiality
- made public by the customer on the basis of a legal obligation to
- The obligation of confidentiality described in this article applies for the duration of the underlying agreement and for a period of 3 years after the end thereof.
- If the other party violates the article of these general terms and conditions about confidentiality or intellectual property, he forfeits an immediately due and payable penalty for any violation on behalf of trade name.
- if the other party is a consumer, this fine amounts to € 1,000
- if the other party is a legal entity, this fine amounts to € 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 such infringement continues.
- No prior notice of default or legal proceedings is required for the forfeiture of this fine. There is also no need for any kind of damage.
- Foreving 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 indemnifies No Trace against all claims of third parties related to the products and/or services provided by No Trace.
- The customer must examine a product or service provided by No Trace as soon as possible for any shortcomings.
- If a delivered product or service does not correspond to what the customer could reasonably expect from the agreement, the customer must inform No Trace as soon as possible, but in any case within 1 month after finding the shortcomings.
- Consumers must inform No Trace no later than 2 months after finding the shortcomings.
- The customer gives as detailed a description as possible of the shortcoming, so that No Trace is able to respond adequately to this.
- The customer must prove that the complaint relates to an agreement between the parties.
- If a complaint relates to ongoing work, this cannot in any case lead to No Trace being obliged to perform activities other than those agreed.
- The customer must make notices of default known in writing to No Trace.
- It is the customer’s responsibility that a notice of default actually reaches No Trace (in a timely manner).
Customer joint and several liability
If No Trace enters into an agreement with multiple customers, each of them is joint 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 insofar as that damage is caused by intent or deliberate recklessness.
- If No Trace is liable for any damage, it is only liable for direct damage resulting from or related to the execution of an agreement.
- No Trace is never liable for indirect damage, such as consequential damage, lost profit, missed savings or damage to third parties.
- If No Trace is liable, this liability is limited to the amount paid out by a closed (professional) liability insurance and in the absence of (full) payment by an insurance company of the amount of damage, the liability is limited to the (part of the) invoice amount to which the liability relates.
- All images, photos, 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 No Trace expires in any case 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 Civil Code.
Right of dissolution
- The customer has the right to dissolve the agreement if No Trace imputably fails to fulfil its obligations, unless this shortcoming, due to its special nature or minor significance, does not justify the dissolution.
- If the fulfilment of the obligations by No Trace is not permanently or temporarily impossible, dissolution can only take place after No Trace is in default.
- No Trace has the right to dissolve the agreement with the customer, if the customer does not fully or not fulfil his obligations under the agreement in a complete or timely manner, or if No Trace has taken note of circumstances that give him good reason to fear that the customer will not be able to properly fulfil his obligations.
- In addition to the provisions of Article 6:75 of the Dutch Civil Code, a failure of No Trace in fulfilling any obligation towards the customer cannot be attributed to No Trace in a situation independent of the will of No Trace, thereby preventing the fulfilment of its obligations towards the customer in whole or in part or preventing the fulfilment of its obligations to No Trace. be required.
- The force majeure situation referred to in paragraph 1 shall also include – but is not limited to – a state of emergency (such as civil war, uprising, riots, natural disasters, etc.); non-performance and force majeure of suppliers, delivery companies 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 a force majeure situation occurs that prevents No Trace 1 or more from fulfilling obligations to the customer, those obligations will be suspended until No Trace can comply with them again.
- From the moment that a force majeure situation has lasted at least 30 calendar days, both parties may dissolve 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 situation.
Change of terms and conditions
- No Trace is entitled to change or supplement these general terms and conditions.
- Changes of minor importance can be made at any time.
- Major substantive changes will be discussed with the customer as much as possible in advance.
- Consumers are entitled to terminate the agreement in the event of a material change to the general terms and conditions.
Transfer of rights
- Rights of the customer from an agreement between the parties cannot be transferred to third parties without the prior written consent of No Trace.
- This provision is considered to be a term with property law effect as referred to in article 3:83, second paragraph, Civil Code.
Consequences of nullity or destruction
- If one or more provisions of these general terms and conditions prove null and void or voidable, this does not affect the other provisions of these terms and conditions.
- In that case, a provision that is void or voidable shall be replaced by a provision that is closest to what No Trace had in mind when drawing up the conditions at that point.
Applicable law and competent court
- Any agreement between the parties is exclusively governed by Dutch law.
- The Dutch court in the district where No Trace is established / holds practice / keeps office is exclusively competent to take note of any disputes between the parties, unless the law requires otherwise.
Drawn up on 07-08-2021