Terms and conditions

Article 1 - Definitions

1.1. Ultalish, located in Amsterdam, is referred to as seller in these general terms and conditions.

1.2. The counterparty of the seller is referred to as buyer in these general terms and conditions.

1.3. Parties are the seller and buyer together.

1.4. The agreement refers to the purchase agreement between the parties.

Article 2 - Applicability of general terms and conditions

2.1. These terms and conditions apply to all offers, proposals, agreements, and deliveries of services or goods by or on behalf of the seller.

2.2. Deviation from these terms and conditions is only possible if expressly and in writing agreed upon by the parties.

Article 3 - Payment

3.1. The full purchase price is always paid immediately in the webshop. For reservations, a deposit may be required in some cases. In that case, the buyer will receive proof of the reservation and the advance payment.

3.2. If the buyer does not pay on time, they are in default. If the buyer remains in default, the seller is entitled to suspend obligations until the buyer has fulfilled their payment obligation.

3.3. If the buyer remains in default, the seller will proceed with collection. The costs related to this collection will be borne by the buyer. These collection costs are calculated based on the Decree on compensation for extrajudicial collection costs.

3.4. In the event of liquidation, bankruptcy, attachment, or suspension of payment of the buyer, the seller's claims against the buyer are immediately due and payable.

3.5. If the buyer refuses to cooperate with the execution of the order by the seller, they are still obliged to pay the agreed price to the seller.

Article 4 - Offers, quotes, and price

4.1. Offers are without obligation, unless a term for acceptance is stated in the offer. If the offer is not accepted within the specified term, the offer expires.

4.2. Delivery times in quotes are indicative and do not entitle the buyer to dissolution or compensation in case of exceeding them, unless the parties have expressly and in writing agreed otherwise.

4.3. Offers and quotes do not automatically apply to reorders. The parties must expressly and in writing agree on this.

4.4. The price stated in offers, quotes, and invoices consists of the purchase price including the owed VAT and any other government levies.

Article 5 - Right of withdrawal

5.1. The consumer has the right to dissolve the agreement without stating reasons within 14 days after receiving the order (right of withdrawal). The term starts from the moment the (entire) order has been received by the consumer.

5.2. There is no right of withdrawal when the products are custom-made according to their specifications or have a short shelf life.

5.3. The consumer can use a withdrawal form from the seller. The seller is obliged to make this available to the buyer immediately after the buyer's request.

5.4. During the cooling-off period, the consumer will handle the product and its packaging with care. They will only unpack or use the product to the extent necessary to assess whether they wish to keep the product. If they exercise their right of withdrawal, they will return the unused and undamaged product with all supplied accessories and - if reasonably possible - in the original shipping packaging to the seller, in accordance with the reasonable and clear instructions provided by the entrepreneur.

Article 6 - Amendment of the agreement

6.1. If, during the execution of the agreement, it appears that it is necessary to change or supplement the work to be performed for proper execution of the assignment, the parties will adjust the agreement accordingly in a timely manner and in mutual consultation.

6.2. If the parties agree that the agreement will be changed or supplemented, the completion time of the execution may be affected. The seller will inform the buyer of this as soon as possible.

6.3. If the change or supplement to the agreement has financial and/or qualitative consequences, the seller will inform the buyer of this in writing beforehand.

6.4. If the parties have agreed on a fixed price, the seller will indicate to what extent the change or supplement to the agreement will result in an exceeding of this price.

6.5. Contrary to the provisions in the third paragraph of this article, the seller cannot charge additional costs if the change or supplement is due to circumstances attributable to them.

Article 7 - Delivery and transfer of risk

7.1. As soon as the purchased item has been received by the buyer, the risk transfers from the seller to the buyer.

Article 8 - Inspection and complaints

8.1. The buyer is obliged to inspect the delivered goods at the time of delivery, or in any case as soon as possible. The buyer must examine whether the quality and quantity of the delivered goods comply with what the parties have agreed upon, or at least whether the quality and quantity meet the requirements applicable in normal (commercial) traffic.

8.2. Complaints regarding damage, shortages, or loss of delivered goods must be submitted in writing to the seller by the buyer within 10 working days after the day of delivery of the goods.

8.3. If the complaint is found to be justified within the specified period, the seller has the right either to repair, or to redeliver, or to waive delivery and send the buyer a credit note for that part of the purchase price.

8.4. Minor and/or customary deviations in the industry and differences in quality, quantity, size, or finish cannot be held against the seller.

8.5. Complaints regarding a specific product do not affect other products or parts belonging to the same agreement.

8.6. After processing the goods at the buyer's premises, no more complaints will be accepted.

Article 9 - Samples and models

9.1. If a sample or model has been shown or provided to the buyer, it is presumed to have been provided only as an indication without the delivered item needing to conform to it. This is different if the parties have expressly agreed that the delivered item will conform to it.

9.2. In agreements concerning immovable property, the mention of the surface area or other dimensions and indications is also presumed to be intended only as an indication, without the delivered item needing to conform to it.

Article 10 - Delivery

10.1. Delivery takes place 'ex works/store/warehouse'. This means that all costs are for the buyer.

10.2. The buyer is obliged to take delivery of the goods at the moment the seller delivers them or has them delivered to them, or at the moment these goods are made available to them in accordance with the agreement.

10.3. If the buyer refuses to take delivery or is negligent in providing information or instructions necessary for delivery, the seller is entitled to store the goods at the expense and risk of the buyer.

10.4. If the goods are delivered, the seller is entitled to charge any delivery costs.

10.5. If the seller needs data from the buyer for the execution of the agreement, the delivery time commences after the buyer has made this data available to the seller.

10.6. A delivery term stated by the seller is indicative. This is never a strict deadline. In case of exceeding the term, the buyer must give the seller written notice of default.

10.7. The seller is entitled to deliver the goods in parts, unless the parties have agreed otherwise in writing or partial delivery has no independent value. When delivering in parts, the seller is entitled to invoice these parts separately.

Article 11 - Force majeure

11.1. If the seller cannot fulfill their obligations under the agreement, cannot do so on time, or cannot do so properly due to force majeure, they are not liable for damage suffered by the buyer.

11.2. Force majeure is understood by the parties to mean, in any case, any circumstance that the seller could not take into account at the time of entering into the agreement and as a result of which the normal execution of the agreement cannot reasonably be expected by the buyer, such as, for example, illness, war or danger of war, civil war and riots, molestation, sabotage, terrorism, energy disruption, flood, earthquake, fire, company occupation, strikes, lockout, changed government measures, transport difficulties, and other disruptions in the seller's business.

11.3. Furthermore, the parties understand force majeure to mean the circumstance that supplier companies on which 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.

11.4. If a situation as referred to above arises as a result of which the seller cannot fulfill their obligations towards the buyer, these obligations will be suspended for as long as the seller cannot fulfill their obligations. If the situation referred to in the previous sentence has lasted for 30 calendar days, the parties have the right to dissolve the agreement in whole or in part in writing.

11.5. In the event that the force majeure continues for more than three months, the buyer has the right to dissolve the agreement with immediate effect. Dissolution can only be done by registered letter.

Article 12 - Transfer of rights

12.1. Rights of a party under this agreement cannot be transferred without the prior written consent of the other party. This provision applies as a clause with proprietary effect as referred to in article 3:83, second paragraph, Dutch Civil Code.

Article 13 - Retention of title and right of retention

13.1. The goods present at the seller's premises and delivered goods and parts remain the property of the seller until the buyer has paid the entire agreed price. Until that time, the seller can invoke their retention of title and take back the goods.

13.2. If the agreed advance payments are not paid or not paid on time, the seller has the right to suspend the work until the agreed part has been paid. In that case, there is creditor default. A delayed delivery cannot then be held against the seller.

13.3. The seller is not authorized to pledge or encumber in any other way the goods falling under their retention of title.

13.4. The seller undertakes to insure and keep insured the goods delivered to the buyer under retention of title against fire, explosion, and water damage, as well as against theft, and to provide the policy for inspection upon first request.

13.5. If goods have not yet been delivered, but the agreed advance payment or price has not been paid as agreed, the seller has the right of retention. The goods will then not be delivered until the buyer has paid in full and as agreed.

13.6. In the event of liquidation, insolvency, or suspension of payment of the buyer, the buyer's obligations are immediately due and payable.

Article 14 - Liability

14.1. Any liability for damage arising from or related to the execution of an agreement is always limited to the amount paid out by the liability insurance(s) concluded in the relevant case. This amount is increased by the amount of the deductible according to the relevant policy.

14.2. The seller's liability for damage resulting from intent or conscious recklessness of the seller or their managerial subordinates is not excluded.

Article 15 - Obligation to complain

15.1. The buyer is obliged to immediately report complaints about the work performed to the seller. The complaint must contain as detailed a description of the shortcoming as possible, so that the seller is able to respond adequately.

15.2. If a complaint is found to be justified, the seller is obliged to repair and possibly replace the good.

Article 16 - Guarantees

16.1. If guarantees are included in the agreement, the following applies. The seller guarantees that the sold item complies with the agreement, that it will function without defects, and that it is suitable for the use the buyer intends to make of it. This guarantee applies for a period of two calendar years after receipt of the sold item by the buyer.

16.2. The intended guarantee aims to establish such a risk distribution between the seller and the buyer that the consequences of a breach of a guarantee are always entirely for the account and risk of the seller and that the seller can never invoke Article 6:75 of the Dutch Civil Code regarding a breach of a guarantee. The provisions in the previous sentence also apply if the breach was known to the buyer or could have been known by conducting an investigation.

16.3. The mentioned guarantee does not apply if the defect has arisen as a result of improper or inappropriate use or if - without permission - the buyer or third parties have made or attempted to make changes or have used the purchased item for purposes for which it is not intended.

16.4. If the guarantee provided by the seller relates to an item produced by a third party, the guarantee is limited to the guarantee provided by that producer.

Article 17 - Intellectual property

17.1. Ultalish retains all intellectual property rights (including copyright, patent law, trademark law, design and model law, etc.) to all products, designs, drawings, writings, data carriers or other information, offers, images, sketches, models, mock-ups, etc., unless the parties have agreed otherwise in writing.

17.2. The customer may not copy, show to third parties, and/or make available, or otherwise use the aforementioned intellectual property rights without the prior written consent of Ultalish.

Article 18 - Amendment of general terms and conditions

18.1. Ultalish is entitled to amend or supplement these general terms and conditions.

18.2. Minor changes can be made at any time.

18.3. Ultalish will discuss major substantive changes with the customer as much as possible in advance.

18.4. Consumers are entitled to cancel the agreement in the event of a significant change to the general terms and conditions.

Article 19 - Applicable law and competent court

19.1. Dutch law applies exclusively to every agreement between the parties.

19.2. The Dutch court in the district where Ultalish is located has exclusive jurisdiction to hear any disputes between the parties, unless the law mandatorily prescribes otherwise.

19.3. The applicability of the Vienna Sales Convention is excluded.

19.4. If in legal proceedings one or more provisions of these general terms and conditions are deemed unreasonably onerous, the other provisions remain in full force.