General Terms and Conditions Amacx BV
Version 21 September 2022
General Terms and Conditions Amacx BV
Version 21 September 2022
1.1. In these General Terms and Conditions, the terms below, always capitalized and used in both singular and plural, have the following meaning:
1.1.1. Agreement: the agreement concluded between the Supplier and the Customer and on the basis of which the Supplier supplies the products and/or services to the Customer and of which these General Terms and Conditions form an integral part;
1.1.2. Consumer: the natural person who does not act for purposes related to his trade, business, craft or professional activity and who has concluded the Agreement with the Supplier;
1.1.3. Customer: the natural or legal person who has concluded the Agreement with the Supplier, regardless of whether he is a Consumer;
1.1.4. Distance Agreement: the agreement concluded between Supplier and Consumer within the framework of an organised system for distance selling or service provision without simultaneous personal presence of Supplier and Consumer and whereby, up to and including the moment at which the agreement is concluded, exclusive use is made of one or more means of distance communication;
1.1.5. GDPR: Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation);
1.1.6. General Terms and Conditions: these general terms and conditions of the Supplier, which can be consulted, among other things, at www.amacx.com/terms;
1.1.7. Intellectual Property Rights: all intellectual property rights and related rights, including but not limited to: copyrights, trade secrets, database rights, domain name rights, trade name rights, trademark rights, design rights, neighbouring rights, patent rights and rights to know-how;
1.1.8. Offer: the offer that the Supplier makes or has made to the Customer made for the delivery of products and/or services, whether or not in the form of a (written) quotation;
1.1.9. Parties: Supplier and Customer;
1.1.10. Party: Supplier or Customer;
1.1.11. Personal Data: personal data within the meaning of Article 4.1 of the GDPR;
1.1.12. Privacy Statement: the privacy statement of the Supplier, available via www.amacx.com/privacy-statement;
1.1.13. Right of Withdrawal: the possibility of the Consumer to rescind the Distance Agreement within the Withdrawal Period without stating reasons;
1.1.14. Supplier: the private company with limited liability Amacx BV, established at Lageweg 28 (2222 AG) in Katwijk, registered in the trade register of the Dutch Chamber of Commerce under Chamber of Commerce number 23077029;
1.1.15. Website: the website of the Supplier, available via www.amacx.com, including all underlying web pages;
1.1.16. Withdrawal Period: the period within which the Consumer can make use of his Right of Withdrawal.
3.1. These General Terms and Conditions have been drawn up in Dutch and have been translated into other languages. In the event of a dispute between different versions of the General Terms and Conditions, the Dutch version shall prevail and must be interpreted in accordance with the laws and regulations of the Netherlands.
3.2. These General Terms and Conditions apply to the Offer, the Agreement, the delivery of products and/or services by the Supplier and the performance of (other) (legal) acts between the Parties.
3.3. The Customer declares that the General Terms and Conditions have been made available to him, that he has taken note of them and that he agrees to them.
3.4. Any conditions of the Customer, such as general terms and conditions or purchase conditions, do not apply and are expressly rejected.
3.5. If one or more of the provisions in the Offer, the Agreement and/or the General Terms and Conditions are invalid, contrary to the law and/or unenforceable, this shall not affect the validity of the other provisions. In such a case, the Parties will negotiate in proper consultation about a new provision to replace the invalid or unenforceable provision, which will have the same purport as the invalid or unenforceable provision as much as possible.
3.6. In the event of a conflict between the Offer, the Agreement and/or the General Terms and Conditions, the following order of precedence shall apply, with the Agreement having the highest rank:
3.6.1. the Agreement;
3.6.2. the Offer;
3.6.3. the General Terms and Conditions.
4. Conclusion of the Agreement
4.1. Supplier will make an Offer to the Customer, which includes which products and/or services are offered and which fee the Customer owes upon acceptance of the Offer.
4.2. An Offer is non-binding and does not oblige the Customer to anything.
4.3. If an Offer is made in a (written) quotation, then the Offer is valid for a period of 14(fourteen) calendar days after the date of dispatch by the Supplier, unless otherwise stated in the Offer.
4.4. The description of the products and/or services in the Offer is binding. The Supplier is not bound by a deviating answer from the Customer, even if this answer deviates from the Offer only on minor points.
4.5. The Agreement is concluded as soon as the Offer has been accepted. The Offer is deemed to have been accepted as soon as the Customer agrees to the Offer, or if the Supplier may reasonably regard Customer’s behavior as (an impression of) (raised) acceptance.
4.6. The Supplier cannot be held to the Offer if the Customer can reasonably understand that the Offer, or any part thereof, contains an obvious mistake or error.
5. Performance of the Agreement
5.1. Supplier will make commercially reasonable efforts to perform the Agreement for the benefit of the Customer.
5.2. All activities performed by the Supplier are performed on the basis of a best-efforts obligation.
5.3. The Customer acknowledges that the performance of the Agreement also depends on its cooperation with the Supplier. The Customer therefore provides all required cooperation to enable the Supplier to perform the Agreement in a timely and correct manner. This in particular means that the Customer provides all data and information which the Supplier indicates is necessary or desired, or which the Customer should reasonably understand to be necessary for the performance of the Agreement, in a timely and correct manner and that the Customer cooperates in a timely manner. If the Customer fails to provide the necessary or desired data and information and/or to cooperate, the Supplier cannot guarantee the consequences and is not liable for them.
5.4. In the performance of the Agreement, the Supplier is not obliged to follow the instructions and/or directions of the Customer, in particular if these instructions and/or directions change the content and/or scope of the Agreement or supplement the Agreement. Insofar as the Supplier chooses to follow these instructions and/or directions, it is entitled to charge a fee for this in consultation with the Customer.
5.5. The Customer acknowledges and accepts that the Supplier may also be dependent on the services and/or goods of third parties in the context of performing the Agreement. To the extent permitted by mandatory law, the Supplier is not liable for (the use of) the services and/or goods of third parties.
5.6. Time periods mentioned by the Supplier with regard to the performance of the Agreement and/or the completion thereof are always indicative in nature. These periods are never strict deadlines. If a period is exceeded, the Supplier will only be in default if the Customer sends a notice of default to the Supplier, granting the Supplier a reasonable period of time to comply.
5.7. The Supplier sells, among other things, products with an expiry date. The products that the Supplier delivers to the Customer will have an expiry date of at least 3 (three) months. However, the Supplier is permitted to offer products with a shorter a expiry date, in which case this will be stated in the Offer.
6.1. The Customer can register an account on the Website. To register an account, the Customer must use a valid email address and the correct business and/or personal information. The Customer represents and warrants that the information provided is correct and complete and that it is kept up-to-date, correct and complete during the use of the account.
6.2. The Customer’s account is strictly personal. The Customer may not forward the account or have it used by anyone else.
6.3. The Customer is responsible for the security of the account, including but not limited to keeping (the combination of) access keys secret.
6.4. The Supplier assumes that all actions with the account, including placing orders, are performed by the Customer. The Customer is fully responsible and liable for all actions performed through the account.
6.5. The Customer must immediately contact the Supplier if it suspects and/or detects unauthorized use of its account. In such a case, the Supplier may decide to close the account (temporarily or otherwise) or to take other measures.
6.6. The Supplier reserves the right to close or suspend access to the Customer’s account at any time.
7. Delivery of products
7.1. The Supplier makes commercially reasonable efforts to deliver the products to the Customer in accordance with the Agreement.
7.2. The place of delivery is the address that the Customer has made known to the Supplier before the delivery. The costs for delivery are stated in the Offer.
7.3. The Supplier makes commercially reasonable efforts to deliver the products to the Customer within the agreed delivery period.
7.4. All delivery times are indicative. The Customer cannot derive any rights from any stated delivery times. Exceeding a delivery term does not entitle the Customer to rescind the Agreement and/or to claim compensation.
7.5. If the delivery of an ordered product proves to be impossible, the Supplier will make commercially reasonable efforts to make a replacement product available to the Customer. Any price difference will be at the expense and risk of the Customer.
7.6. The risk of loss, theft, misappropriation or damage to the delivered products transfers to the Customer at the time when they are placed in the actual possession of the Customer or an auxiliary person of the Customer.
8.1. The Customer is obliged to inspect the delivered goods immediately after delivery.
8.2. The Customer shall report any complaint in writing to the Supplier immediately, but at the latest within 14 (fourteen) days after delivery, unless mandatory law prescribes a longer term. After the expiry of the aforementioned period, the delivered goods are considered irrevocably and unconditionally accepted by the Customer.
8.3. The Customer shall at all times enable the Supplier to check any complaint and shall provide all reasonable cooperation in this regard.
8.4. Return shipments of products by or on behalf of the Customer will only take place after completing the return form made available by the Supplier for this purpose. The risk of loss, theft, misappropriation or damage to the returned products transfers to the Supplier at the moment that the Supplier has credited the compensation for the products to the Customer. Until this moment, the risk remains with the Customer.
8.5. Unless mandatory law prescribes otherwise, violations of the provisions in this article by the Customer lead to the forfeiture of any right of complaint of the Customer.
9. Retention of title and right of retention
9.1. The Supplier remains the owner of goods, property rights and equivalent legal objects, such as delivered products, as long as the Customer:
9.1.1. fails to comply with his obligations under the Agreement;
9.1.2. fails to pay for performances provided or to be provided under the Agreement; or
9.1.3. does not meet claims arising from non-fulfilment of the Agreement, such as damage, interest and costs.
9.2. As long as the goods delivered by the Supplier are subject to retention of title, as referred to in the previous paragraph, the Customer is not permitted to encumber them.
9.3. After the Supplier has invoked the retention of title, it may immediately take back the delivered goods subject to the retention of title. The Customer allows the Supplier to enter the place(s) where the delivered goods are located.
9.4. If products have not yet been delivered by the Supplier, but the agreed advance payment or price has not been paid by the Customer, the Supplier has the right of retention. The products will then not be delivered until the Customer has paid in full and in accordance with what was agreed.
10.1. The products delivered by the Supplier meet the usual requirements and standards that can reasonably be imposed on them at the time of delivery and for which they are intended during normal use.
10.2. The provisions of the preceding paragraph apply to products intended for use within the Netherlands. When used outside the Netherlands, the Customer must check whether the products are suitable for use there and meet the conditions set for them.
10.3. The Customer is obliged to notify the Supplier of any complaints within the framework of the warranties within 2 (two) months after discovery.
10.4. The Customer is not entitled to any warranty if defects and/or errors, in whole or in part, are the result of incorrect, careless or incompetent use. This includes, but is not limited to, use for purposes and/or applications other than those for which the delivered products are intended.
10.5. If the warranty relates to a product manufactured by a third party, then the warranty is limited to the warranty provided by the manufacturer of this product.
11. Fees and payment
11.1. All fees stated by the Supplier in the Offer are in euros and include sales tax (VAT), unless expressly stated otherwise.
11.2. If products are delivered to countries outside the European Union, additional costs may arise for which the Supplier is not responsible, such as customs duties, taxes or transfer or exchange costs from credit institutions. These costs are always for the account of the Customer, as well as any costs for money transfers, regardless of where the products are delivered.
11.3. Insofar as not stipulated otherwise in the Agreement, the amounts owed by the Customer must be paid within 14 (fourteen) days after the conclusion of the Agreement.
11.4. The Customer warrants the correctness of the payment details it provides to the Supplier. The Customer will immediately report inaccuracies or imperfections in the payment details provided by him or by the Supplier.
11.5. If the Customer does not meet its payment obligation(s) in time, it will be in default by operation of law. After the Customer has been informed by the Supplier of the late payment and the Supplier has granted the Customer a period of 14 (fourteen) days to still meet its payment obligations, the Customer owes, after failure to pay within this 14-day period, the statutory interest on the amount owed and the Supplier is in that case entitled to charge the extrajudicial collection costs to the Customer. The extrajudicial collection costs will be calculated in accordance with the Dutch “Staffel buitengerechtelijke incassokosten” (BIK, extrajudicial collection costs).
11.6. In the event of liquidation, (application for) suspension of payments or bankruptcy, debt restructuring or any other circumstance as a result of which the Customer can no longer freely dispose of its assets, the Supplier is entitled, without prejudice to its other contractual and/or statutory rights, to terminate the Agreement with immediate effect without any obligation resting on the Supplier, such as the obligation to pay compensation. The Supplier’s claims against the Customer are immediately due and payable in these cases.
12. Intellectual Property Rights
12.1. All Intellectual Property Rights to all goods and/or services delivered and/or works developed or made available under the Agreement, such as designs, items, services, know-how, logos, video clips, films, photos, texts, trade names and trademarks and/or other information on which Intellectual Property Rights may rest, rest with the Supplier and/or its licensor(s).
12.2. The Customer will only receive the rights of use and powers that are vested in it by virtue of the Agreement or by virtue of law. Unless expressly agreed otherwise in writing, the Customer only acquires a non-exclusive, non-transferable and non-sublicensable right to use the works developed or made available by the Supplier for itself and solely for the intended purpose of the Agreement.
13.1. During the use of the Website, the performance of the Agreement and when visiting the Supplier, the Customer may provide data to the Supplier and the Supplier may collect data from the Customer. If this data contains Personal Data, it will be processed in accordance with applicable laws and regulations. If the Supplier qualifies as a controller within the meaning of the GDPR, the Supplier will process this Personal Data in accordance with its Privacy Statement.
14.1. Supplier does not accept any liability for damage resulting from the provision of the services and/or the products or from tort or otherwise, insofar as this is permitted by mandatory law.
14.2. Without prejudice to the foregoing, if the Supplier is liable to the Customer for damage, for whatever reason, then the Supplier is, to the extent permitted by mandatory law, only liable for direct damage suffered by the Customer per event (a series of successive events counts as one event) up to the amount paid out under the Supplier’s insurance in the relevant case.
14.3. If, and for whatever reason, no payment should be made under an insurance policy, insofar as this is permitted by mandatory law, the liability of the Supplier is limited to a maximum of the amount that the Supplier has received from the Customer for the performance of which the damage is a consequence.
14.4. Direct damage is exclusively understood to mean:
14.4.1. material damage to goods;
14.4.2. reasonable costs incurred to prevent or limit direct damage, which could be expected as a result of the event on which the liability is based; and
14.4.3. reasonable costs incurred to determine the cause of the damage.
14.5. Insofar as permitted by mandatory law and in deviation from the foregoing, the liability of the Supplier due to death or physical injury is limited to an amount of € 1,250,000 (one million two hundred and fifty thousand euros).
14.6. Any liability of the Supplier for indirect damage is excluded. Indirect damage is understood to mean all damage that is not direct damage, as defined above, including in any case consequential damage. Consequential damage includes losses, missed savings, reduced goodwill, damage due to business interruption, damage as a result of claims from customers of the Customer and costs incurred to prevent or determine consequential damage.
14.7. The exclusions and limitations of liability included in this article will only lapse in the case of intent and/or deliberate recklessness on the part of the Supplier and/or its management.
14.8. Unless performance of the Agreement by the Supplier is permanently impossible, the Supplier’s liability due to an attributable failure in the performance of the Agreement only arises if the Customer send the Supplier a notice of default, whereby the Supplier is granted a reasonable term to remedy the failure, and the Supplier also after that term continues to fail attributably in the performance of its obligations.
14.9. Any claim for compensation by the Customer that has not been specified and explicitly reported by the Customer expires by the mere lapse of 24 (twenty-four) months after the claim arose. This does not affect the Customer’s obligation to complain.
14.10. The Customer warrants the correctness and completeness of, and is responsible, for the data it provides to the Supplier. The Supplier is never liable for damage suffered by the Customer as a result of incorrect or incomplete information provided by it.
15. Force majeure
15.1. The Supplier cannot be held to fulfill an obligation under the Agreement nor is it liable towards the Customer in the event of force majeure. Force majeure includes illness of employees and/or absence of employees crucial for the delivery of the services and/or products, interruptions in the supply of electricity, strikes, riots, war, government measures, fire, natural disasters, floods, shortcomings of suppliers of the Supplier, shortcomings of third parties engaged by the Supplier, hardware failures, failures in (telecommunications) networks, epidemics, pandemics, government measures and all other external causes over which the Supplier has no influence.
15.2. If the force majeure continues for at least 30 (thirty) days, both the Supplier and the Customer are entitled to rescind the Agreement, without being obliged to pay compensation for any damage with regard to this rescission.
16. Term and termination of the Agreement
16.1. If and insofar as the Agreement between the Parties is a continuing performance agreement, the Agreement is entered into for the duration agreed therein, in the absence of which a term of 1 (one) year applies.
16.2. The fixed-term agreement between the Supplier and the Consumer is, after the end of this term, tacitly converted into an agreement for an indefinite period, unless Supplier or Consumer terminates the agreement in writing with due observance of a notice period of 1 (one) month before the end of the period concerned.
16.3. The fixed-term agreement between the Supplier and the Customer, not being a Consumer, is tacitly extended by the same period after the end of this fixed term, unless the Supplier or the Customer, terminates the agreement in writing with due observance of a notice period of 1 (one) month before the end of the period concerned.
16.4. Parties may terminate the agreement which is concluded for an indefinite period at any time with due observance of a notice period of 1 (one) month.
16.5. Each Party is authorized to rescind the Agreement as a result of a failure in the fulfillment of the Agreement, if the other Party continues to fail to fulfill the Agreement even after a proper notice of default has been sent and the reasonable periods given therein for remedying the failure are expired.
16.6. The performances already performed by the Supplier prior to the rescission and the associated payment obligation(s) of the Customer will not be subject to cancellation in the event of rescission.
16.7. Amounts that the Supplier has invoiced before the termination of the Agreement in connection with what it has already performed or delivered in the performance of the Agreement, remain due and become immediately due and payable at the time of termination of the Agreement.
16.8. All provisions of the Agreement and these General Terms and Conditions that are intended to survive termination of the Agreement will survive such termination. These provisions include (but are not limited to) the provisions regarding the exclusions and limitations of the Supplier’s liability, the Intellectual Property Rights, applicable law, the competent court and this provision.
17. Consumer’s Right of Withdrawal on delivery of products
17.1. The Consumer may rescind a Distance Agreement for the delivery of a product within a Withdrawal Period of 14 (fourteen) days without giving reasons. The Supplier may ask the Consumer to state the reason for rescission, but the Consumer is not obliged to do so.
17.2. The Withdrawal Period, as referred to in the previous paragraph, commences on the day after:
17.2.1. the day on which the Consumer or a third party designated by the Consumer, who is not the carrier, has received the product;
17.2.2. the day on which the Consumer or a third party designated by the Consumer, who is not the carrier, has received the last product if the Consumer has ordered multiple products that will be delivered separately in the same order;
17.2.3. the day on which the Consumer or a third party designated by the Consumer, who is not the carrier, has received the last shipment or the last part if the delivery of a product consists of several shipments or parts; or
17.2.4. the day on which the Consumer or a third party designated by the Consumer and which is not the carrier has received the first product for an agreement that involves the regular supply of products during a certain period.
18. Consumer’s right of withdrawal for the provision of services
18.1. The Consumer may rescind a Distance Agreement for the provision of a service up to 14 (fourteen) days after the day on which the Distance Agreement was concluded, without giving reasons. The Supplier may ask the Consumer to state the reason for rescission, but the Consumer is not obliged to do so.
19. Obligations of the Parties under the Right of Withdrawal
19.1. During the Withdrawal Period, the Consumer shall handle the product and its packaging with care. The Consumer shall only unpack or use the product to the extent necessary to determine the nature, characteristics and operation of the product. The starting point here is that the Consumer may only handle and inspect the product as he would be allowed to do in a shop.
19.2. The costs of returning a product under the Right of Withdrawal will be borne by the Consumer.
19.3. If the Consumer makes use of the Right of Withdrawal, the Supplier will reimburse all payments received of the Consumer, including any delivery costs charged by the Supplier for the returned product. The delivery costs charged by the Supplier will not be refunded to Consumer if the returned product is part of an order with multiple products and not all products are returned. If Consumer has chosen a more expensive method of delivery of the product than the cheapest standard delivery, then the Supplier is only obliged to reimburse the amount for the cheapest standard delivery.
19.4. The Supplier uses for reimbursement the same means of payment that Consumer has used during the initial transaction, unless Consumer agrees to the use of a different means of payment.
20. Exclusions of the Right of Withdrawal
20.1. Excluded from the Right of Withdrawal are Distance Agreement:
20.1.1. concerning products or services of which the price is linked to fluctuations on the financial market over which the Supplier has no influence and which can occur within the Withdrawal Period;
20.1.2. whereby the Consumer has specifically requested the Supplier to visit him in order to carry out urgent repairs or maintenance, with the exception of:
220.127.116.11. additional services that were not specifically requested by the Consumer;
18.104.22.168. the delivery of products other than those that are necessary to carry out the maintenance or repairs;
20.1.3. with regard to products that are manufactured according to specifications of Consumer, that are not prefabricated and that are manufactured on the basis of an individual choice or decision of Consumer, or that are clearly intended for a specific person;
20.1.4. with regard to products that after delivery by their nature are irrevocably mixed with other items;
20.1.5. with regard to products that are not suitable to be returned for reasons of health protection or hygiene and of which the seal has been broken after delivery;
20.1.6. with regard to the provision of services, after performance of the agreement, if the performance has started with the explicit prior consent of Consumer and Consumer has declared to waive his Right of Withdrawal as soon as the Supplier has fulfilled the agreement.
21.1. The Customer can report any complaints to the customer service of the Supplier
21.2. Complaints about the performance of the Agreement must be reported to the Supplier within a reasonable time after the complaint has arisen at the Customer. The Customer must fully and clearly describe the complaint and report it to the Supplier.
21.3. The Supplier will handle the complaints within a reasonable period of time and will make commercially reasonable efforts to do so within a period of 14 (fourteen) days. This term commences on receipt of the complaint by the Supplier. If the handling of a complaint is expected to take longer, the Supplier will make commercially reasonable efforts to inform the Customer thereof and also to specify an indicative term for handling the complaint.
21.4. The Customer must give the Supplier at least 4 (four) weeks to resolve the complaint in mutual consultation. If it is not possible to resolve the complaint mutually within 4 (four) weeks, the Customer is free to start a dispute procedure after the expiry of that period in accordance with the following article.
22. Applicable law and disputes
22.1. The Agreement, the Offer, the General Terms and Conditions, and all legal acts and disputes resulting therefrom are exclusively governed by the laws of the Netherlands, unless mandatory law prescribes otherwise.
22.2. The applicability of the Vienna Sales Convention is excluded.
22.3. The competent court of the district in which Supplier is established shall have exclusive jurisdiction to hear any disputes between the Parties, unless mandatory law provides otherwise.
23. Other provisions
23.1. In these General Terms and Conditions, “in writing” also includes communication by email, provided that the identity of the sender and the integrity of the content of the communication are sufficiently established.
23.2. A deviation from these General Terms and Conditions is only valid if it has been agreed in writing. Any verbal promises and agreements have no effect unless they have been confirmed in writing by the Supplier.
23.3. The Supplier is at all times entitled to amend and/or supplement these General Terms and Conditions. The most recent General Terms and Conditions will be available on the Website or will be brought to the attention of the Customer during the performance of the Agreement. If the change in the General Terms and Conditions results in the performance to be provided by the Supplier deviating substantially from the performance promised by the Supplier, then the Consumer has the right to rescind the Agreement.
23.4. The Supplier is entitled to transfer its rights and/or obligations arising from the Agreement to third parties, on the understanding that Consumer then has the authority to rescind the Agreement. Customer is not entitled to transfer the rights and/or obligations arising from the Agreement to a third party.
23.5. Neither the General Terms and Conditions, nor the Agreement, nor any other agreement between the Supplier and the Customer shall lead to any form of employment relationship, partnership or any other legal relationship between the Supplier and the Customer.