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Email: info@webblin.nl
Site web: https://webblin.nl/en
Definitions
1. Webblin: Webblin B.V., based in Oostzaan under Chamber of Commerce number 92627293
2. Customer: the person with whom Webblin has entered into an agreement.
3. Parties: Webblin and customer together.
4. Consumer: a customer who is also an individual and who acts as a private person.
Applicability of general terms and conditions
1. These terms and conditions apply to all offers, offers, activities, orders, agreements and deliveries of services or products by or on behalf of Webblin.
2. Parties can only deviate from these terms and conditions if they have expressly agreed to this in writing.
3. The parties expressly exclude the applicability of additional and/or different general terms and conditions of the customer or third parties.
Prices
1. All prices that Webblin charges are in euros, are exclusive of VAT and exclude any other costs such as administrative costs, levies and travel, shipping or transport costs, unless explicitly stated or otherwise agreed.
2. All prices that Webblin charges for its services, on its website or that are otherwise disclosed, Webblin may change at any time.
3. The parties agree on a total amount as a target price for a service provided by Webblin, unless the parties have expressly agreed in writing a fixed price that cannot be deviated from.
4. Webblin is entitled to deviate from the target price by up to 10%.
5. If the target price is more than 10% higher, Webblin must inform the customer in good time why a higher price is justified.
6. If the target price is more than 10% higher, the customer has the right to cancel the part of the order that exceeds the target price plus 10%.
7. Webblin has the right to adjust prices annually.
8. Prior to its entry into force, Webblin will communicate price changes to the customer.
9. The consumer has the right to terminate the agreement with Webblin if he does not agree to the price increase.
Payments and payment terms
1. When entering into the agreement, Webblin may require a deposit of up to 50% of the agreed amount.
2. The customer must pay invoices to Webblin within 30 days of the invoice date, unless the parties have made other agreements about this or the invoice states a different payment term.
3. Payment terms are considered to be strict payment terms. This means that if the customer has not paid the agreed amount by the last day of the payment term at the latest, he is in default and in default by operation of law, without Webblin having to send or give the customer a reminder.
4. Webblin reserves the right to make a delivery subject to immediate payment or to require security for the total amount of the service.
Consequences of failure to pay on time
1. If the customer does not pay within the agreed period, Webblin is entitled to charge the statutory interest of 8% per month for commercial transactions from the day the customer is in default, with part of a month being counted as a whole month.
2. If the customer is in default, he also owes extrajudicial collection costs and any compensation to Webblin.
3. The collection costs are calculated on the basis of the Decree on compensation for extrajudicial collection costs.
4. If the customer does not pay in time, Webblin may suspend its obligations until the customer has fulfilled its payment obligation.
5. In the event of liquidation, bankruptcy, attachment or suspension of payment on the part of the customer, Webblin's claims against the customer are immediately due and payable.
6. If the customer refuses to cooperate in the execution of the agreement by Webblin, he is still obliged to pay Webblin the agreed price.
Right of suspension
Unless the customer is a consumer, the customer waives the right to suspend compliance with any obligation arising from this agreement.
Settlement
Unless the customer is a consumer, the customer waives his right to set off a debt owed to Webblin against a claim against Webblin.
Delivery
1. Delivery takes place while stocks last.
2. Delivery takes place at Webblin, unless the parties have agreed otherwise.
3. Delivery of products ordered online takes place at the address specified by the customer.
4. If the agreed amounts are not paid or are not paid on time, Webblin has the right to suspend its obligations until the agreed part has been paid.
5. Late payment constitutes creditor default, with the result that the customer cannot object to Webblin for a late delivery.
Delivery time
1. The delivery times specified by Webblin are indicative and do not entitle the customer to dissolution or compensation if they are exceeded, unless the parties have expressly agreed otherwise in writing.
2. The delivery time commences when the customer has fully completed the (electronic) ordering process and has received (electronic confirmation) from Webblin.
3. Exceeding the specified delivery time does not entitle the customer to compensation nor the right to terminate the agreement, unless Webblin cannot deliver within 14 days of being notified in writing or the parties have agreed otherwise.
Actual delivery
The customer must ensure that the actual delivery of the products ordered by him can take place in a timely manner.
Transport costs
Transport costs are borne by the customer, unless the parties have agreed otherwise.
Packaging and Shipping
1. If the packaging of a delivered product is opened or damaged, the customer must, before receiving the product, have the forwarder or delivery person make a note of this, failing which Webblin cannot be held liable for any damage.
2. If the customer takes care of transporting a product himself, he must report any visible damage to products or packaging to Webblin prior to transport, failing which Webblin cannot be held liable for any damage.
Insurance
1. The customer undertakes to insure the following items adequately and to keep them insured against, among other things, fire, explosion and water damage as well as theft:
- delivered goods that are necessary for the execution of the underlying agreement
- Webblin items that are present at the customer's place
- goods delivered under retention of title
2. At Webblin's first request, the customer shall provide inspection of the policy for these insurances.
guaranty
When the parties have entered into a service agreement, it only contains a best-efforts obligation for Webblin and therefore no obligation to result.
Implementation of the agreement
1. Webblin will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
2. Webblin has the right to have the agreed service (partially) provided by third parties.
3. The execution of the agreement takes place in mutual consultation and after written agreement and payment of any agreed advance by the customer.
4. It is the customer's responsibility that Webblin can start executing the agreement in time.
5. If the customer has not ensured that Webblin can start executing the agreement in time, the resulting additional costs and/or extra hours will be borne by the customer.
Customer information provision
1. The customer makes all information, data and documents relevant to the correct execution of the agreement available to Webblin in a timely and desired form and manner.
2. The customer guarantees the accuracy, completeness and reliability of the information, data and documents provided, even if they come from third parties, unless the nature of the agreement dictates otherwise.
3. If and insofar as the customer requests, Webblin will return the relevant documents.
4. If the customer fails to provide the information, data or documents reasonably required by Webblin, not timely or properly, and the execution of the agreement is therefore delayed, the resulting additional costs and additional hours will be borne by the customer.
Duration of the service agreement
1. The agreement between Webblin and the customer concerning a service or services is entered into for a period of 1 year, unless the nature of the agreement dictates otherwise or the parties have expressly agreed otherwise in writing.
2. At the end of the period referred to in paragraph 1 of this article, the agreement will be automatically converted into an agreement for an indefinite period, unless one of the parties terminates the agreement with a notice period of 2 months, or a consumer cancels the agreement with 1 (one) month's notice, as a result of which the agreement ends by operation of law.
3. If the parties have agreed on a period of time within the term of the agreement for the completion of certain activities, this is never a deadline. If this period is exceeded, the customer must give Webblin written notice of default.
Cancelling a fixed-term service agreement
1. The customer or consumer cannot terminate an agreement concerning a fixed-term service earlier than after 1 (one) year.
2. After the end of the minimum term of 1 (one) year, the aforementioned agreement can be terminated by the customer subject to a notice period of 3 months.
3. After the end of the minimum term of 1 (one) year, the aforementioned agreement can be terminated by a consumer subject to a notice period of 1 (one) month.
4. If the agreement concerning a service has been entered into for less than 1 (one) year, the agreement cannot be terminated prematurely.
Intellectual Property
1. Webblin reserves all intellectual property rights (including copyright, patent law, trademark law, drawing and model law, etc.) on all designs, drawings, writings, carriers of data or other information, quotes, images, sketches, models, models, etc., unless the parties have agreed otherwise in writing.
2. The customer may not copy, show and/or make available or otherwise use the said intellectual property rights without Webblin's prior written permission.
Confidentiality
1. The customer keeps any information (in whatever form) that he receives from Webblin secret.
2. The same applies to all other information about Webblin that the customer knows or can reasonably suspect is secret or confidential, or where he can expect that dissemination may cause Webblin damage.
3. The customer takes all necessary measures to ensure that he also keeps the information mentioned in paragraphs 1 and 2 confidential.
4. The confidentiality obligation described in this article does not apply to information:
- that was already public before the customer learned this information or that later became public without this being the result of a breach of the customer's duty of confidentiality
- that is made public by the customer on the basis of a legal obligation
5. The confidentiality obligation described in this article applies for the duration of the underlying agreement and for a period of 3 years after its expiration.
Penalty clause
1. If the other party violates the article of these general terms and conditions on confidentiality or intellectual property, it forfeits an immediately due penalty for any trade name violation.
- if the other party is a consumer, this penalty amounts to €1,000
- if the other party is a legal person, this penalty amounts to €5,000
2. In addition, the other party forfeits an amount of 5% of the amount specified in paragraph 1 for each day that violation continues.
3. The forfeiture of this penalty does not require prior notice of default or court proceedings. There also does not have to be any form of damage.
4. Forfeiture of the penalty referred to in paragraph 1 of this article does not affect Webblin's other rights, including his right to claim compensation in addition to the penalty.
Indemnification
The customer indemnifies Webblin against all third-party claims related to the products and/or services provided by Webblin.
Complaints
1. The customer must examine a product or service provided by Webblin as soon as possible for any shortcomings.
2. If a delivered product or service does not meet what the customer could reasonably expect from the agreement, the customer must inform Webblin as soon as possible, but in any case within 1 month of finding the shortcomings.
3. Consumers must inform Webblin about this no later than 2 months after discovery of the shortcomings.
4. In doing so, the customer provides as detailed a description as possible of the shortcoming, so that Webblin is able to respond appropriately.
5. The customer must demonstrate that the complaint relates to an agreement between the parties.
6. If a complaint relates to ongoing work, this cannot in any case mean that Webblin can be obliged to perform work other than what has been agreed.
Notice of default
1. The customer must notify Webblin of any notice of default in writing.
2. It is the customer's responsibility that a notice of default actually reaches Webblin (on time).
Customer joint and several liability
If Webblin enters into an agreement with multiple customers, each of them is jointly and severally liable for the full amounts they owe Webblin under that agreement.
Liability Webblin
1. Webblin is only liable for any damage suffered by the customer if and insofar as that damage is caused by intent or deliberate recklessness.
2. If Webblin is liable for any damage, it is only liable for direct damage resulting from or related to the execution of an agreement.
3. Webblin is never liable for indirect damage, such as consequential damage, lost profit, lost savings or damage to third parties.
4. If Webblin is liable, this liability is limited to the amount paid out by a (professional) liability insurance policy and, in the absence of (full) payment by an insurance company of the amount of damage, liability is limited to the (part of) the invoice amount to which the liability relates.
5. All images, photos, colors, drawings, descriptions on the website or in a catalog are only indicative and are only approximate and cannot be a reason for compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.
Expiration period Any right of the customer to compensation from Webblin 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 to terminate
1. The customer has the right to terminate the agreement if Webblin imputably fails to fulfil its obligations, unless, in view of its special nature or minor importance, this shortcoming does not justify termination.
2. If the fulfillment of the obligations by Webblin is not permanently or temporarily impossible, termination can only take place after Webblin is in default.
3. Webblin has the right to terminate the agreement with the customer if the customer does not fully or timely fulfill his obligations under the agreement, or if Webblin has become aware of circumstances that give him good reason to fear that the customer will not be able to fulfill his obligations properly.
Force majeure
1. In addition to the provisions of article 6:75 of the Civil Code, a failure by Webblin in fulfilling any obligation towards the customer cannot be attributed to Webblin in a situation independent of Webblin's control, as a result of which Webblin is fully or partially prevented from fulfilling its obligations towards the customer or as a result of which Webblin cannot reasonably be expected to fulfill its obligations.
2. The force majeure situation referred to in paragraph 1 includes - but is not limited to - a state of emergency (such as civil war, rebellion, riots, natural disasters, etc.); non-performance and force majeure on the part of suppliers, deliverers 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 interruptions.
3. If a force majeure situation occurs that prevents Webblin from fulfilling one or more obligations to the customer, those obligations will be suspended until Webblin can meet them again.
4. From the moment that a force majeure situation has lasted at least 30 calendar days, both parties may terminate the agreement in whole or in part in writing.
5. In a situation of force majeure, Webblin does not owe any (damage) compensation, even if it enjoys any advantage as a result of the force majeure.
Amendment to the agreement
1. If, after concluding the agreement, it appears necessary to change or supplement its content for its execution, the parties will amend the agreement accordingly in good time and in mutual consultation.
2. The previous paragraph does not apply to products purchased in a physical store.
Amendment to the general terms and conditions
1. Webblin is entitled to change or supplement these terms and conditions.
2. Minor changes can be made at any time.
3. As far as possible, Webblin will discuss major changes in content with the customer in advance.
4. Consumers are entitled to terminate the agreement in the event of a substantial change in the general terms and conditions.
Transfer of rights
1. Customer rights under an agreement between the parties cannot be transferred to third parties without Webblin's prior written consent.
2. This provision applies as a clause with property law effect as referred to in article 3:83, paragraph 2, of the Civil Code.
Consequences of nullity or destructibility
1. If one or more provisions of these general terms and conditions prove null and void or voidable, this will not affect the other provisions of these terms and conditions.
2. In that case, a provision that is void or voidable will be replaced by a provision that comes closest to what Webblin had in mind when drafting the terms on that point.
Applicable law and competent court
1. Every agreement between the parties is exclusively governed by Dutch law.
2. The Dutch court in the district where Webblin is located/practices/has office has exclusive jurisdiction to hear any disputes between the parties, unless the law prescribes otherwise.
Prepared on November 1, 2021.