Terms and Conditions
GENERAL TERMS AND CONDITIONS ONLINE SALES (B2B)
Article 1: Definitions
Yellow Rebel, located in Moordrecht, Chamber of Commerce number 24422817, is referred to as the seller in these general terms and conditions.
The counterparty of the seller is referred to as the buyer in these general terms and conditions.
The parties are the seller and the buyer together.
By the agreement is meant the purchase agreement between the parties.
Article 2: Applicability of general terms and conditions
These terms apply to all quotes, offers, agreements, and deliveries of services or goods by or on behalf of the seller.
Deviations from these terms can only occur if explicitly and in writing agreed upon by the parties.
Article 3: Payment
The full purchase amount is either paid immediately in the online store or later via an invoice. An order will not be shipped until the payment has been made.
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 defaults, the seller will proceed to collection. The costs related to that collection will be borne by the buyer. These collection costs are calculated based on the Decree on Compensation for Extrajudicial Collection Costs.
In the event of liquidation, bankruptcy, seizure, or suspension of payment by the buyer, the seller's claims against the buyer shall be immediately due and payable.
If the buyer refuses to cooperate with the execution of the assignment by the seller, he is still obliged to pay the agreed price to the seller.
Article 4: Offers, quotations, and pricing
Offers are non-binding, unless a deadline for acceptance is mentioned in the offer. If the offer is not accepted within the specified period, the offer will expire.
Delivery times in quotes are indicative and do not give the buyer the right to cancellation or compensation in case of exceeding them, unless the parties have expressly and in writing agreed otherwise.
Offers and quotes do not automatically apply to backorders. Parties must explicitly and in writing agree on this.
The price mentioned in offers, quotes, and invoices consists of the purchase price including the applicable VAT and any other government charges.
Article 5: Right of Withdrawal
Due to the nature of our products (custom made and personalized), they cannot be returned. Cancellation of the order can only be done within 24 hours; after that, the costs incurred at that time will be charged.
Article 6: Amendment of the agreement
If it appears during the execution of the agreement that it is necessary to modify or supplement the work to be performed for proper execution of the assignment, the parties will timely and in mutual consultation adjust the agreement accordingly.
If the parties agree that the agreement is modified or supplemented, the timing of the completion of the execution may be affected. The seller will inform the buyer as soon as possible.
If the amendment or addition to the agreement has financial and/or qualitative consequences, the seller will inform the buyer in writing in advance.
If the parties have agreed on a fixed price, the seller indicates to what extent the modification or addition to the agreement results in an exceeding of this price.
Notwithstanding the provisions of the third paragraph of this article, the seller may not charge any additional costs if the change or addition is the result of circumstances that can be attributed to him.
Article 7: Delivery and transfer of risk
As soon as the purchased item has been received by the buyer, the risk transfers from the seller to the buyer.
Article 8: Research, advertisements
The buyer is obliged to inspect the delivered goods at the time of (delivery), but in any case within the shortest possible period. The buyer should investigate whether the quality and quantity of the delivered goods correspond to what the parties have agreed upon, or at least that the quality and quantity meet the standards that apply in normal (commercial) transactions.
Claims regarding damages, shortages, or loss of delivered goods must be submitted in writing by the buyer to the seller within 72 hours after the day of delivery of the goods.
In the event of a justified complaint within the stipulated period, the seller has the right to either repair, or deliver again, or to refrain from delivery and send the buyer a credit note for that part of the purchase price.
Minor and/or industry-standard deviations and differences in quality, quantity, size, or finish cannot be attributed to the seller. The delivered products from Yellow Rebel are all unique and handmade. For that reason, there may be small deviations or imperfections in materials and finish. The fold margin (fold line in the middle of the spreads) and cut margin (amount that is cut off from the spread) is 3-5 mm due to manual measurement.
It is also the responsibility of the buyer to provide the files (spreads and photos) in the correct format, spread numbering (filename), and color profile.
Complaints regarding a specific product do not affect other products or components belonging to the same agreement.
After the goods have been processed by the buyer, no complaints will be accepted.
Article 9: Delivery
Delivery takes place from 'factory/store/warehouse'. The shipping costs are for the buyer.
The buyer is obliged to take delivery of the goods at the moment the seller delivers them to him or has them delivered, or at the moment the goods are made available to him according to the agreement.
If the buyer refuses to accept delivery or is negligent in providing information or instructions 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 the buyer's information for the execution of the agreement, the delivery time starts after the buyer has provided this information to the seller.
A delivery period specified by the seller is indicative. This is never a fatal deadline. In case of exceeding the period, the buyer must formally notify the seller in writing of the default.
Seller is entitled to deliver the goods in parts, unless the parties have agreed otherwise in writing or the partial delivery has no independent value. Seller is entitled to invoice these parts separately when delivering in parts.
Article 10: Force Majeure
If the seller cannot, does not timely, or does not properly fulfill his obligations under the agreement due to force majeure, he is not liable for damages suffered by the buyer.
Parties understand force majeure to mean in any case any circumstance that the seller could not have taken into account at the time of entering into the agreement and as a result of which the normal performance of the agreement cannot reasonably be demanded by the buyer, such as illness, war or the threat of war, civil war and riots, disturbances, sabotage, terrorism, energy outages, flooding, earthquakes, fire, business occupation, strikes, lockouts, changed government measures, transport difficulties, and other disruptions in the seller's business.
Furthermore, the parties understand force majeure to mean the circumstance that suppliers on whom 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.
If a situation as described above occurs as a result of which the seller cannot fulfill his obligations to the buyer, then those obligations will be suspended as long as the seller cannot fulfill his obligations. If the situation referred to in the previous sentence has lasted for 30 calendar days, the parties have the right to terminate the agreement in writing, either in whole or in part.
In the event that the force majeure lasts longer than three months, the buyer has the right to terminate the agreement with immediate effect. Termination can only be done via a registered letter.
Article 11: Transfer of rights
Rights of a party under this agreement may not be transferred without the prior written consent of the other party. This provision applies as a condition with property law effect as referred to in Article 3:83, second paragraph, Civil Code.
Article 12: Retention of title and right of retention
The items present with the seller and 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 his retention of title and reclaim the items.
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 amount has been paid. In that case, there is a situation of creditor's default. A delayed delivery cannot be attributed to the seller in that case.
The seller is not authorized to pledge the items that are subject to his retention of title nor to encumber them in any other way.
The seller is obliged to insure the goods delivered to the buyer under retention of title and to keep them insured against fire, explosion, and water damage as well as against theft, and to provide the policy 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. The goods will not be delivered until the buyer has paid in full and in accordance with the agreement.
In the event of liquidation, insolvency, or suspension of payments by the buyer, the buyer's obligations shall become immediately due and payable.
Article 13: Liability
Any liability for damage arising from or related to the execution of an agreement is always limited to the amount that is paid out in the relevant case by the closed liability insurance(s). This amount is increased by the amount of the deductible according to the relevant policy.
The liability of the seller for damage resulting from intent or deliberate recklessness of the seller or his managerial subordinates is not excluded.
Article 14: Complaint Obligation
The buyer is obliged to report complaints about the performed work directly to the seller. The complaint must contain a description of the shortcoming that is as detailed as possible, so that the seller is able to respond adequately.
If a complaint is justified, the seller is obliged to repair the product and possibly replace it.
Article 15: Guarantees
If guarantees are included in the agreement, the following applies. The seller guarantees that the sold item corresponds to 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 guarantee is valid for a period of two calendar years after the buyer receives the sold item.
The intended warranty aims to establish a risk distribution between seller and buyer such that the consequences of a breach of warranty are always fully borne by the seller, and that the seller can never invoke Article 6:75 of the Civil Code in relation to a breach of warranty. The provisions of the previous sentence also apply if the breach was known to the buyer or could have been known by conducting research.
The mentioned warranty does not apply when the defect has arisen as a result of improper or inappropriate use or when - without permission - the buyer or third parties have made changes or attempted to make changes, or have used the purchased item for purposes for which it is not intended.
If the warranty provided by the seller relates to an item produced by a third party, the warranty is limited to the warranty provided by that producer.
Article 16: Applicable law
This agreement between seller and buyer is exclusively governed by Dutch law. The Dutch court has jurisdiction.
The applicability of the Vienna Sales Convention is excluded.
When in a legal procedure one or more provisions of these general terms and conditions are deemed unreasonably burdensome, the remaining provisions shall remain in full force.
Article 17: Choice of Forum
All disputes arising from this agreement shall be exclusively submitted to the competent court of the Amsterdam District Court.