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Terms & Conditions
General Terms and Conditions of Handelsonderneming ASR also trading under the name ProNano Car & Truckwash Cosmetics, with its registered office and principal place of business in (8304 AV) Emmeloord at Produktieweg 9, registered under Chamber of Commerce no. 62585207 at the Dutch chamber of Commerce.
Article 1: General 1. In these General Terms and Conditions, the term “(the) customer” refers to any legal or natural person who negotiates and/or concludes agreements with ASR trading under the name ProNano Car & Truckwash Cosmetics, hereinafter: ‘ProNano’, with respect to the products to be supplied and services to be provided by ProNano. 2. These General Terms and Conditions apply to all of our proposals, offers, contracts performed or to be performed and agreements. ProNano expressly rejects the applicability of the customer’s own general terms and conditions or any other general terms and conditions. 3. Deviations from these General Terms and Conditions only bind ProNano if ProNano and the customer have agreed these deviations expressly in writing. 4. These conditions also apply to contracts with ProNano in which third parties are involved. 5. In the event one or more provisions of these General Terms and Conditions lapse, the other provisions of these General Terms and Conditions will continue to apply. If this is the case, the parties will consult in order to agree replacement provisions in which connection the purpose and purport of the original provision will be assumed as much as possible. 6. These conditions have been filed with the Chamber of Commerce where ProNano is registered. The version filed most recently or the version that applied at the moment the contract/agreement was concluded applies at all times.
Article 2: Agreements: 1. ProNano’s offers are based on the information provided by the customer. The customer guarantees that it has provided the information that is essential to the setup and performance of the contract or the supply of products and/or provision of services. 2. The offers drawn up by ProNano are without obligation and remain valid for 30 days unless indicated otherwise. ProNano is only bound by the offers if acceptance of such offers is confirmed by the customer within 30 days. A contract granted by the customer to ProNano does not bind ProNano until ProNano has confirmed this contract to the customer in writing. 3. In the event the customer wishes to make changes to the performance of the agreement after it has been concluded it will be up to ProNano to determine whether and, if so, subject to which (further) conditions such changes within the context of the agreement can still be accepted. 4. Changes to the agreement of any nature whatsoever will only be effective if they have been agreed in writing between ProNano and the customer. If the change results in higher costs, ProNano will have the right to charge these to the customer. 5. ProNano reserves the right in relevant cases to change the construction, appearance and composition of the products it supplies if and insofar as this does not essentially prejudice the agreed quality of the ordered products. 6. A combined quotation does not oblige ProNano to perform part of the contract against a proportionate part of the agreed price. 7. Offers do not apply automatically to future contracts.
Article 3: Prices and payments 1. The prices stated in the abovementioned offers are exclusive of VAT, other government levies and other costs incurred in connection with the contract, such as dispatch and insurance costs, unless indicated otherwise. 2. All levies and other costs as referred to in paragraph 1 are for the customer’s account. All transport and insurance costs are for the customer’s expense, unless the parties have expressly agreed otherwise. 3. All costs that must be incurred in order to realize that the products and sale are in accordance with the legislation and regulations that apply to the customer are fully for the customer’s account, which includes matters such as the translation of product labels. 4. Payment must be made upfront unless agreed otherwise in writing. The customer is not allowed to set off the payment due against a claim it considers it has against ProNano or suspend payment.
5. In the event the customer fails to pay any amount owed by it within the term set in respect thereof, the customer will be in default by operation of law without requiring further notice of default. The customer owes statutory interest plus 2% as from the invoice due date, which will be calculated per (part of the) month on the outstanding amount. ProNano also claims extrajudicial costs amounting to 15% of the invoice amount such subject to a minimum of EUR 50 without having to provide evidence thereof. The abovementioned costs are payable as from the moment at which the claim is transferred to a lawyer, bailiff or collection agency, irrespective of whether the customer is aware of this. 6. All possible other costs, both judicial and extrajudicial, incurred by ProNano in order to enforce compliance with the customer’s payment and other obligations are for the customer’s account.
Article 4: Orders and delivery 1. Orders may be placed via the ProNano webshop. Orders that have been placed must be paid immediately whereafter the order is prepared for dispatch. ProNano strives to have orders ready for dispatch within at most 3 working days. Orders exceeding EUR 2,500 may also be placed directly by e-mail. Orders are always confirmed in writing to the customer. 2. Unless agreed otherwise, products are delivered ex ProNano warehouse. 3. ProNano will endeavor to comply with the agreed delivery time. Exceeding delivery times never entitles the customer to compensation of any damage with the exception of intent or gross negligence on the part of ProNano. 4. If it becomes clear that ProNano will not be able to perform within the delivery time agreed or indicated, it will notify the customer thereof without delay while stating the period by which the delivery time is expected to be exceeded. 5. The transport of all products, including those that are transported in ProNano’s name, is for the account and risk of the customer. 6. The provisions following from consumer law apply to the customer if the customer is a consumer, insofar as these General Terms and Conditions do not deviate therefrom and/or are allowed to deviate therefrom.
Article 5: Retention of title 1. All products delivered remain the exclusive property of ProNano until the moment at which all ProNano’s claims against the customer arising from the agreement and in connection with a failure to comply with such agreements, have been paid in full by the customer. 2. The customer does not have the right to pledge or otherwise encumber the items of property covered by the retention of title. 3. In the event third parties wish to levy attachment against the items of property delivered subject to retention of title or wish to create or enforce rights in respect thereof, the customer will be obliged to notify ProNano thereof immediately. 4. The customer is obliged to insure and keep insured the items of property delivered subject to retention of title against fires, explosions, water damage and theft and provide the policy of this insurance for inspection immediately upon request. 5. The items of property delivered by ProNano that are covered by the retention of title pursuant to the provisions of paragraph 1 of this article may only be resold within the context of the normal business operations, but may never be used as means of payment. 6. In the event ProNano wishes to exercise its right of ownership indicated in this article, the customer will grant ProNano - or third parties to be designated by it - its unconditional and irrevocable approval to enter all areas where ProNano’s property is located in order to take back these items of property.
Article 6: Guarantee 1. With due observance of the provisions below, ProNano guarantees the soundness and quality of the products delivered by it for a period of two (2) years after the date of production indicated on the products delivered, on the understanding that the guarantee never exceeds the guarantee issued by the manufacturer or by ProNano’s suppliers. ProNano has the right to indicate a guarantee period in writing. 2. Minor deviations in quality, dimensions and color that are permissible in accordance with normal business practice and normal wear of products or parts thereof cannot result in claims on the basis of this article.
3. The customer only has a claim against ProNano on the basis of this article if the customer is able to provide an invoice of the products delivered and it has acted in accordance with article 8 of these conditions. 4. The guarantees do not apply if the defect or the loss that results therefrom is attributable to a failure to comply with the applicable operating instructions, is the consequence of careless acts or the result of an outside cause or inexpert use.
Article 7: Complaints 1. The customer is obliged to check when taking receipt of the products and/or after the realization of the services provided whether the products and/or services provided comply with the order or the contract. 2. Complaints concerning products delivered and/or services provided must be notified to ProNano by the customer in writing and within one week after delivery or completion. Invisible defects or damage must be reported to ProNano in writing within one week after the customer discovered the defect or could have discovered it within reason. Complaints regarding invoices must be submitted in writing within one week after the invoice date. All rights to compensation of any kind whatsoever lapse and ProNano is not liable if complaints are not submitted on time as set out above. 3. The customer is obliged to enable ProNano to inspect the products complained about in their original condition subject to forfeiture of rights.
Article 8: Complaint handling 1. In case of a complaint as referred to in article 7, ProNano will request the customer to return the products to it or have them returned to it or it will engage an expert who will inspect the products at the customer’s location. 2. ProNano will repair or replace the products if products have been returned to ProNano and it is of the opinion that the products are indeed unsound and/or fail to comply with the quality requirements set. The related costs are fully for its account if and insofar as ProNano failed attributably to comply with its obligations unless article 6.4 applies. The above also applies to the costs of an expert who has been engaged.
Article 9: Suspension and dissolution 1. ProNano has the right to suspend compliance with the obligations or dissolve the agreement, if: - the customer has been declared bankrupt, has been granted a suspension of payment or (in case of a natural person) Debt Restructuring (Natural Persons) Act (WSNP) applies to the customer; - the customer fails to comply with the obligations under the agreement or fails to do so in full or on time; - ProNano has good reason to fear after conclusion of the agreement that the customer will fail to comply with the obligations; - the customer was requested to provide security when the agreement was concluded and this security is not provided or is insufficient; - ProNano can no longer be expected to comply with the agreement subject to the conditions that were agreed originally due to a delay on the part of the customer; - in case circumstances arise that are such in nature that performance of the agreement is impossible or in case other circumstances arise that are such in nature that the unaltered maintenance of the agreement cannot be expected of ProNano within reason. 2. ProNano’s claims against the customer become immediately due and payable if the agreement is dissolved. In the event ProNano suspends compliance with the obligations, it will retain the rights arising from the law and the agreement. 3. In the event ProNano suspends or dissolves for legitimate reasons, it will not be obliged in any way to compensate damage and costs sustained by the customer that have arisen in any way as a result of the suspension or dissolution. 4. ProNano will be entitled to compensation of the damage if the dissolution is attributable to the customer, which includes the direct and indirect costs that have arisen as a result thereof. 5. All claims on the part of ProNano against the customer pursuant to the law and this agreement become immediately due and payable in case the customer is liquidated, declared bankrupt or is granted a suspension of payment.
Article 10: Returning items of property made available
1. If ProNano made items of property available to the customer within the context of the agreement, the customer will be obliged to return the items of property made available to ProNano upon ProNano’s written request within 14 days in original condition and free from defects. If the customer fails to comply with this obligation, all costs ProNano must incur as a result thereof will be for the customer’s account. 2. In the event the customer fails to return the items of property that were made available after it has received a written demand for compliance, ProNano will have the right to recover the damage and costs that arise therefrom from the customer.
Article 11: Liability 1. With the exception of intent or gross negligence on the part of ProNano or its legal representatives, ProNano’s liability is limited to at most the invoice value of the contract or the products ordered or delivered to which the complaint that was considered well-founded relates. 2. ProNano is never liable for any indirect or consequential losses, also in case of intent or gross negligence.
Article 12: Indemnification The customer indemnifies ProNano against claims from third parties who sustain damage in connection with the performance of the agreement and the cause of which is attributable to parties other than ProNano. If ProNano should ever be held liable by third parties on that basis, the customer will be obliged to assist ProNano both in and out of court and to perform without delay all acts that may be expected of it if this is the case. If the customer fails to implement adequate measures, ProNano will have the right to do so itself without further notice of default. All costs and damage sustained by ProNano or third parties as a result are fully for the customer’s account and risk.
Article 13: Force majeure 1. ProNano is not obliged to comply with its obligations if it is prevented from doing so as a result of a circumstance that is not attributable to it and should not be for its account pursuant to the law or according to generally accepted standards. 2. In case a situation of force majeure arises on the part of the customer, the customer will notify ProNano thereof immediately in writing while submitting the necessary items of evidence. 3. The parties have the right to postpone their obligations during the situation of force majeure. Both parties have the right to dissolve without being obliged to compensate the other party if the situation of force majeure lasts longer than two months. 4. If ProNano has already complied or is able to comply in part with its obligation at the moment force majeure arises, it will have the right to invoice this part. The customer will pay this invoice as if it concerned a separate contract.
Article 14: Confidentiality 1. Both the customer and ProNano are obliged to keep secret all confidential information that is acquired within the context of the contract or the agreement. Information applies as confidential if such has been indicated by the other party or if this evident from the (type of) information. 2. The duty of confidentiality referred to in paragraph 1 does not apply if ProNano is obliged to provide confidential information to third parties - designated in law or by the competent court - pursuant to a statutory provision or a court order and it is unable to invoke a legal right to refuse to give evidence or a right to refuse to give evidence acknowledged or allowed by the competent court. 3. Violation of the duty of confidentiality leads to forfeiture of an immediately due and payable penalty of €5,000 per violation and €500 per day the violation continues, without prejudice to the right to claim full compensation.
Article 15: Intellectual property 1. ProNano reserves the rights and powers that accrue to it pursuant to the Copyright Act and other legislation and regulations pertaining to intellectual property.
2. ProNano has the right to use its knowledge that was increased by the performance of the agreement for other purposes as well insofar as no strictly confidential information of the customer is disclosed to third parties.
Article 16: Disputes 1. In case of disputes that arise from this agreement or the agreements that build thereon, the parties will attempt to resolve these in the first instance with the assistance of a mediator who is affiliated with the Netherlands Federation of Mediators in Rotterdam. 2. The dispute will be settled by the competent court in the district where ProNano has its registered office if it proves impossible to resolve such a dispute with the aid of mediation.
Article 17: Applicable law All contracts and agreements between ProNano and the customer are governed by Dutch law. Also in the event all or part of an obligation is complied with abroad or if the customer resides or has his place of business abroad.
Article 18: Privacy and data processing ProNano may process personal data as referred to in the General Data Protection Regulation, hereinafter: GDPR, within the context of the (performance of the) contract or the agreement and only on this basis. ProNano complies with all obligations arising from the abovementioned legislation intended to protect personal data. The customer is and remains at all times the controller within the meaning of the GDPR. ProNano always concludes data processing agreements with the subprocessors it engages in order to secure the personal data as much as possible.