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Terms & conditions
Article 1 - Definitions
Terms are used with the following definitions in these terms and conditions:
GTC These General Terms and Conditions;
Offer Any offer made by the Vendor to the Purchaser, including quotations
Purchaser Any natural person or legal entity acting in the exercise of a profession or business to whom the Vendor makes an offer and/or with whom the Vendor enters into an Agreement;
Vendor The limited liability company in Dutch law OlieOnline.com BV with registered premises and offices at Weeresteinstraat 26, Hillegom operating in the Netherlands with VAT number NL821769091B01 registered with the Chamber of Commerce with number 27365903, offering Products inter alia on the website OlieOnline.co.uk and contactable by telephone on 0031-88 654 3 654 and by email at info@olieonline.co.uk.
Agreement Any agreement made between the Parties, as well as any amendment thereof or addition thereto, as well as all legal and other actions carried out in preparation for and in implementation of that agreement;
Parties The Vendor and the Purchaser
Product All products offered, sold and/or delivered to the Purchaser by the Vendor.
Article 2 - General stipulations
2.1 The GTC shall apply to every offer, quotation and Agreement between the Parties, to the extent that the Parties have not expressly deviated from the GTC in writing.
2.2 The applicability of any Conditions of Purchase or other Terms and Conditions adopted by the Purchaser is and shall be expressly excluded.
2.3 The Vendor reserves the right to unilaterally amend the GTC.
2.4 The Agreement shall be deemed to have been created at the Vendor's registered premises.
2.5 In the event that one or more stipulations of the GTC are invalid in whole or in part at any time, then the remainder of the GTC shall continue to apply unabated. The Parties shall then enter into negotiations with a view to the replacement of those stipulations, whereby the intention of the original stipulations shall be taken into account as far as possible.
2.6 All Agreements and other legal relationships between the Parties, including unlawful acts, shall be subject exclusively to the Law of the Netherlands, also where an undertaking is implemented in whole or in part abroad. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is and shall be excluded.
2.7 All disputes between the Parties, including disputes beyond the direct sphere of influence of the Agreement, such as an unlawful act, shall be adjudicated exclusively before the Competent Court at Den Haag, unless the Vendor opts for the Court for the Purchaser's own district.
2.8 The Parties shall not first call upon the Court until such time as they have made the utmost effort to resolve their dispute through mutual discussions.
Article 3 - Offer
3.1 Every offer is without obligation.
3.2 Patent errors or mistakes in the Offer shall not be binding upon the Vendor. The Purchaser may not appeal to these.
3.3 The Purchaser hereby declares that the Offer is clear in relation to the Product and the entitlements and obligations to be agreed.
3.4 The Offer shall lapse automatically in the event that one or more Products covered by the Offer are no longer available.
3.5 The dates specified in the Offer shall in all cases be indicative only, and shall be target dates.
3.6 In the event that the Purchaser's acceptance deviates from the Offer, whether or not on subsidiary points, then the Vendor shall not be bound by these. The Agreement shall then be effective on the basis of the Offer submitted.
Article 4 - The Agreement
4.1 The Agreement shall come into effect only following the Vendor's written confirmation to the Purchaser and once the other conditions imposed by the Vendor have been met.
4.2 In the case of orders for Products placed via the Vendor's website, the entire electronic process must be gone through, including the express acceptance of the GTC and the completion of the payment.
4.3 While remaining within legal bounds the Vendor may inform himself about the capacity of the Purchaser to meet his payment obligations, as well as about all those facts and factors which are of significance for the proper entry into the Agreement. Where on the basis of such an investigation the Vendor has good grounds not to enter into the Agreement, he shall be entitled not to implement or not to continue to implement the Agreement or its creation.
4.5 Every Agreement is entered into on the suspensive precondition that adequate supplies of the relevant Product must be available.
4.6 The Purchaser shall be entirely responsible for the choice of the Product and its suitability for the purposes intended by the Purchaser.
4.7 Patent errors or mistakes in the Agreement shall not be binding upon the Vendor. The Purchaser may not appeal to these.
4.8 The Purchaser shall not be entitled to suspend the Agreement and/or to require offsetting of any sum.
Article 5 – Price
5.1 The prices adopted by the Vendor shall be binding.
5.2 The Vendor shall in all cases itemise the elements of the prices adopted.
5.3 In the event that the Vendor fails to itemise the elements of the prices adopted then the prices shall in all cases be exclusive of BTW and other levies and of any costs incurred in the context of the Agreement, including insurance, carriage and administrative costs.
5.4 The Vendor may inter alia charge on price rises in the event that an increase in the factors determining the price for the Vendor takes place between the time of the Offer and the implementation of the Agreement, include fluctuations in the financial market, wages, the cost price of raw materials and currency exchange rates.
ARTICLE 6 – Payment
6.1 The payment method stipulated by the Vendor shall be binding.
6.2 In the case of orders for Products placed via the Vendor's website, payment must be made immediately using the payment methods specified on the website, unless otherwise agreed in writing.
6.3 Where for any reason a payment made by the Purchaser is cancelled, the Purchaser shall immediately be in default.
6.4 In cases where payment does not take place via the Vendor's website, the Purchaser must pay the price within 30 days of invoice date, unless otherwise agreed in writing.
6.5 Late and/or incomplete payment shall also be deemed to result in immediate default.
6.6 In the event that the period for payment is exceeded the Vendor shall be entitled to increase the legislatively determined commercial interest with a monthly surcharge of 1% on the purchase price, from the moment the default comes into effect. The Vendor may moreover charge on any extra-judicial and judicial costs actually incurred to the Purchaser.
6.7 Any currency risk shall be at the expense and risk of the Purchaser. The Vendor shall be entitled to invoice the Purchaser for this.
6.8 Objections to the amount of the invoice shall not suspend the obligation(s) to make payment.
6.9 The Purchaser shall be obliged immediately to report any inaccuracies in payment details stated or provided as well as any inaccuracies relating to the payment itself.
6.10 Where the payment is not made by the Purchaser himself, the Vendor shall in all cases be entitled to deem such a payment to be a discharging payment on behalf of the Purchaser.
6.11 In the event that we have settled and no VAT number has been entered, we can unfortunately no longer remedy this after 5 working days.
6.12 The Purchaser shall at the first request of the Vendor confirm and/or provide all the sureties required of him by the Vendor.
Article 7 - Retention of property
7.1. All Products delivered by the Vendor in the context of the Agreement shall remain the property of the Vendor until such time as the Purchaser has properly met all direct and indirect obligations flowing from any Agreement(s) with the Vendor, including compensation for damages.
7.2 The Purchaser shall not be entitled to sell on delivered products which fall within the retention of property as a consequence of Article 7.1 or to use these as a method of payment, and the Purchaser is moreover prohibited from doing so.
7.3 The Purchaser shall not be legally entitled to hypothecate the Products covered by the retention of property or to pledge them in any other way, and is moreover prohibited from doing so.
7.4 The Purchaser must do all that can reasonably be expected of him to secure the Vendor's property rights.
7.5 In the event that third parties sequestrate the Products under retention of property or wish to vest rights in them or have these apply, then the Purchaser shall be obligated to immediately inform the Vendor of this.
7.6 In the event that the Vendor wishes to exercise the property rights referred to in this Article, then the Purchaser now for then grants in advance unconditional and irrevocable permission to the Vendor and any third parties to be identified by the Vendor to enter all those places where the property of the Vendor may be located and to recover the Products.
Article 8 - Delivery
8.1 The Vendor shall exercise due care in taking and implementing orders for products.
8.2 The place of delivery shall in principle be the Purchaser's address, unless a different address was indicated with the order.
8.3 The Vendor shall make his best effort to deliver the order as speedily as possible.
8.4 In the event that delays are experienced with the delivery while the Vendor is complying with his duty of best effort, this shall not form grounds for dissolution by the Purchaser.
8.5 Where delivery of a product proves to be impossible then the Vendor shall be entitled to dissolve the Agreement, without any entitlement on the part of the Purchaser to claim compensation for damages.
8.6 Risk in the Product shall be transferred at the time of delivery.
8.7 Where the Parties have agreed that the Purchaser will handle the delivery of the Product, then the delivery shall be on an ex works/ex stores basis, at such time as the Products are ready there for the Purchaser.
8.8 Part deliveries of Products shall be permitted.
8.9 In the event that the Purchaser refuses to take delivery or is negligent in providing information, instructions or the cooperation necessary for completion of the delivery, then the Vendor shall be entitled to store the Products at the expense and risk of the Purchaser.
8.10 All delivery dates mentioned in the Agreement are indicative and are target dates only. Please be aware after Brexit deliverytimes might be longer than before Brexit and unforeseen cost related to additional customs fees may be charged.
8.11 Deliveries outside the EU may be subject to additional taxes in the destination country, we can't possibly know all local taxlaws so these taxes are borne by the Purchaser.
8.12 Direct or indirect deliveries may not be made to so-called Ultra High Risk Countries. For the sanction provisions, see Article 14.
Article 9 - Inspection & claims
9.1. The Purchaser shall be obligated to inspect the Products immediately at the time of delivery or to have them inspected. The Purchaser shall also investigate whether the quality and quantity of the Products complies with and fulfils the Agreement.
9.2. Any visible defects or shortfalls must be reported in writing to the Vendor within three days following delivery. Invisible defects or shortfalls must be reported immediately upon discovery but at the latest within two weeks following delivery.
9.3. In the event the periods specified in Article 9.2 of the GTC are exceeded then the Purchaser shall be deemed to agree to the Products or their quality or quantity and to have waived all entitlements and authorisations accruing to him by virtue of the Law and/or the Agreement and/or the GTC.
9.4. A claim as specified in this Article shall not have the effect of suspending the Purchaser's payment obligations.
9.5. In the event that a claim made by the Purchaser is justified in the opinion of the Vendor, then at the Vendor's option the Vendor shall only be obligated to deliver the missing items, to repair or replace the Products delivered or to repay the price, in whole or in part.
9.6. Where the Purchaser wishes to return defective Products, then this shall be solely with the prior written authorisation of the Vendor, in the manner indicated by the Vendor.
9.7. Slight deviations or productname changes or those deemed to be usual in the sector shall in no circumstances form grounds for a claim.
Article 10 - Guarantees
10.1. Guarantees shall apply only where the Vendor has provided these in writing.
10.2. Guarantees shall lapse where the defect has arisen as a consequence of injudicious or improper use, where the deliverables have been stored, carried, processed or otherwise treated in conflict with instructions or applicable uses, or where without the written permission of the Vendor, the Purchaser or third parties have modified or attempted to modify the deliverables, or have used these for other than their intended purpose.
10.3. In the event that a guarantee provided by the Vendor relates to an item produced by a third party the guarantee shall be limited to that provided for it by the manufacturer of the item.
Article 11 - Liability
11.1. The Vendor shall be liable for direct damages only. Direct damages shall exclusively be taken to mean the reasonable costs incurred in determining the cause and extent of the damages, to the extent that this determination relates to damage in the sense imported by these Terms and Conditions, any costs reasonably incurred in order to have the Vendor's defective performance comply with the Agreement, to the extent that this can reasonably be attributed to the Vendor, and reasonable costs incurred in order to prevent or limit direct damages as specified in the GTC.
11.2 Liability for indirect damages, including loss of earnings, consequential damages, loss of funds, missed savings and damage due to business stagnation are expressly excluded.
11.3 Any liability to the Purchaser for direct damages on the part of the Vendor under whatever heading shall for each event (where a connected series of events shall be deemed to be a single event) be limited to the price actually paid or to be paid by the Purchaser to the Vendor for the Product giving rise to the damages. Where for whatever reason this procedure is not applicable, then the Vendor may not be held liable by the Purchaser for an amount higher than the amount paid out as compensation for damages by the Vendor's insurer in the relevant case.
11.4 The Vendor shall not be liable for damage of whatever nature arising because the Vendor has worked on the basis of incorrect and/or incomplete information provided by the Purchaser.
11.5 The limitations on liability set out in this Article shall not apply where the damages are attributable to intention or negligence on the part of the Vendor.
Article 12 – Force majeure
12.1 The Parties shall not be required to comply with any obligation where they were hindered in their performance by circumstances not attributable to fault, and not attributable to them by virtue of the law, legal proceedings or generally held opinions.
12.2 The Parties may suspend the obligations under the Agreement for the period that the force majeure continues. Where this period lasts longer than two months, either Party shall be entitled to dissolve the Agreement, without any requirement to pay compensation for damages to the other Party.
12.3 To the extent that the Vendor has partially complied with his obligations arising out of the Agreement or will be able to so comply at the time the force majeure arises, and where independent value attaches to the element completed or to be completed, then the Vendor shall be entitled to invoice separately for the part already completed or to be completed. The Purchaser shall be obligated to pay this invoice as if it were under a separate Agreement.
Article 13 - Termination
13.1 In the event that the Purchaser fails or fails in good time or fails properly to meet one of his obligations to the Vendor, or requests cessation of payments, is declared bankrupt or terminates his business, in the event of a legal merger or where a substantial element of the Purchaser's control passes to another party, then the Vendor shall be entitled to dissolve all Agreements with the Purchaser in whole or in part, without any requirement for notice of default and/or judicial intervention, and the Vendor shall be entitled to compensation for all direct, indirect and consequential damages, including loss of earnings, without prejudice to any other legal entitlements accruing to them.
14 Sanctions Regulations
Art. 14.1 In these Terms, the term “Sanctions Regulations” has the following meaning: all laws, regulations, embargoes, or other restrictive measures (economic, financial, trade measures, etc.) relating to economic sanctions and export controls applicable to the parties, and issued, managed, imposed, executed, and/or enforced from time to time by a competent authority authorized for the parties and the product(s) (or services); including the European Union, France, all other member states of the European Union, and the United States of America.
Art. 14.2: The agreement must be executed by Parties in compliance with the Sanctions Regulations applicable to the Parties and the products (or services), as defined above. If any of the Parties cannot execute the agreement due to a conflict with the law, the provisions as included in article art. shall apply.
Art. 14.3: The Buyer guarantees that it will not directly or indirectly distribute, sell, deliver, export, re-export, and/or otherwise transfer our Products in violation of the applicable laws and regulations, including the applicable customs, tax, and Sanctions Regulations.
Art. 14.4: Furthermore, the Buyer commits and guarantees not to directly or indirectly distribute, sell, deliver, export, re-export, or otherwise transfer the Product(s) it has purchased from us to Russia and/or for use in Russia.
Art. 14.5: The Buyer shall take adequate measures to ensure compliance with the Sanctions Regulations and to detect and apply corresponding procedures to transactions concerning our Products, including potential resellers and non-compliant activities by third parties.
Art. 14.6: In case of violation of the provisions art. 14.2, art. 14.3, art. 14.4 or art. 14.5 by the Buyer, we have the right to suspend and/or terminate the execution of the agreement, without the right for the Buyer to claim any compensation rights provided for in the agreement.
Art. 14.7: The Buyer guarantees that it will promptly notify us in writing of any information likely to affect the statements or warranties referred to in the preceding provisions, including the activities of third parties that may frustrate the same sections. The Buyer shall provide us with all information relating to compliance with its obligations under the provisions art. 14.2, art. 14.3, art. 14.4, or art. 14.5 within two weeks of a written request.
Art. 14.8: Neither Party shall be obliged to fulfill its obligations under the agreement if such performance constitutes or could constitute a violation of, or is incompatible with, or exposes a Party (hereinafter the "Affected Party") to a penalty or measure under the Sanctions Regulations. In such case, the Affected Party shall promptly notify the other Party in writing of its inability to perform the agreement. Once such notice is given, the Affected Party may (i) suspend the performance of its relevant contractual obligations until it is able to comply with its legal obligations or (ii) terminate the agreement when the Affected Party cannot fulfill its legal obligations, without the right for the other Party to claim any compensation rights provided for in the agreement.