General Terms and Conditions

As filed with the Chamber of Commerce in Amsterdam,

 

BY:

 

Pulse Pheromones - Pheroservice

Chamber of Commerce registration number Amsterdam: 34142087 

VAT number: NL1398.53.352.B01 

Correspondence address: P.O. Box 15974, 1001NL Amsterdam 

Tel: +31-(0)6-835 99 232 

e-mail: info@pulsepheromones.com 

 

hereinafter referred to as: user.

 

Article 1 Definitions

 

  1. In these general terms and conditions, the following terms are used in the following meanings, unless explicitly stated otherwise.

    - **User**: the user of the general terms and conditions, Pheroservice – Pulse Pheromones.

    - **Consumer**: a counterparty who is a natural person and does not act in the exercise of a profession or business.

    - **Agreement**: the agreement between the user and the consumer.

    - **Consumer Purchase**: the agreement for the purchase and sale concerning a movable property, which is concluded by a seller acting in the exercise of a profession or business, and a consumer, a natural person, who does not act in the exercise of a profession or business.

 

Article 2 General

 

  1. These terms and conditions apply to every offer, quotation, and agreement between the user and a consumer to which the user has declared these terms and conditions applicable, insofar as these terms and conditions have not been expressly deviated from in writing by the parties.
  2. These terms and conditions also apply to agreements with the user, for the execution of which third parties need to be involved.
  3. Any deviations from these general terms and conditions are only valid if they have been explicitly agreed upon in writing.

 

Article 3 Offers and Quotations

 

  1. All offers and quotations are without obligation and made in writing, unless the user, for practical, urgent, or other reasons, dispenses with a written offer. The offer provides a date or is determinable by date.
  2. The user is only bound by offers and quotations if their acceptance by the consumer, preferably in writing, occurs within 30 days. The prices stated in a quotation are inclusive of VAT, unless otherwise indicated.
  3. The user cannot be held to his offers and quotations if the consumer, in terms of reasonableness and fairness and in generally accepted social norms, should have understood that the offer or quotation, or a part thereof, contained an obvious mistake or error.
  4. If the acceptance (on minor points) deviates from the offer included in the quotation, the user is not bound by it. The agreement will not be concluded in accordance with this deviating acceptance unless the user indicates otherwise.
  5. A composite price quotation does not oblige the user to deliver part of the items included in the offer or quotation at a corresponding part of the stated price.
  6. Offers or quotations do not automatically apply to subsequent orders.

 

Article 4 Conclusion of the Agreement

 

  1. The agreement is concluded by timely acceptance by the consumer of the user's offer.

 

Article 5 Delivery

 

  1. Unless otherwise agreed, delivery takes place ex-store/warehouse of the user.
  2. The consumer is obliged to accept the purchased items at the moment they are made available to him or handed over to him.
  3. If the consumer refuses acceptance or is negligent in providing information or instructions necessary for the delivery, the items intended for delivery will be stored at the risk of the consumer after the user has notified him. In that case, the consumer will be liable for all additional costs.
  4. If the user and consumer agree on delivery, delivery of purchases is free of charge unless the user has communicated the established conditions to the consumer at the time of the agreement. The user reserves the right to separately invoice the delivery costs upon delivery.
  5. If it has been agreed that delivery will be carried out in stages, the user may suspend the execution of those parts that belong to a subsequent stage until the consumer has approved the results of the preceding stage in writing.
  6. If the user needs data from the consumer for the execution of the agreement, the delivery time starts after the consumer has provided this to the user.
  7. If the user has given a term for delivery, it is indicative. A given delivery time is therefore never a strict deadline. The final delivery time will, however, never exceed the indicated delivery time by more than one week, unless there is a case of force majeure. If a term is exceeded, the consumer must notify the user in writing.

 

Article 6 Warranty

 

  1. The user guarantees that the items to be delivered meet the usual requirements and standards that can be set and are free of any defects.
  2. The warranty mentioned under 1 also applies if the items to be delivered are intended for use abroad and the consumer has explicitly reported this use in writing to the user at the time of the agreement.
  3. The warranty mentioned under 1 is valid for a period of 3 months after delivery.
  4. The user provides the consumer with a written warranty certificate. In the absence of this, the proof of payment serves as proof regarding the warranty.
  5. If the items to be delivered do not meet these warranties, the user will replace or ensure the repair of the item within a reasonable period after receipt thereof or, if return is not reasonably possible, after written notification of the defect by the consumer, at the user's option. In case of replacement, the consumer already undertakes to return the replaced item to the user and to transfer ownership to the user.
  6. The warranty mentioned here does not apply if the defect has arisen as a result of improper or inappropriate use or when, without written permission from the user, the consumer or third parties have made changes or attempted to make changes to the item or have used it for purposes for which the item is not intended.
  7. If the delivered item does not correspond to what was agreed upon and this non-conformity is a defect in the sense of the product liability regulation, the user is not liable for consequential damage.

 

Article 7 Samples and Models

 

  1. If a model or sample has been shown or provided by the user to the consumer, the item corresponds to it, unless the provision was intended as an indication.

 

Article 8 Retention of Title

 

  1. The user remains the full owner of the delivered item until the purchase price has been fully paid.

 

Article 9 Inspection, Complaints

 

  1. The consumer is obliged to inspect the delivered items at the moment of (delivery), or at least within the shortest possible time. In doing so, the consumer should examine whether the quality and quantity of the delivered items correspond with what was agreed upon, or at least meet the requirements that apply in regular (commercial) transactions.
  2. Any visible shortages must be reported in writing to the user within 5 working days of delivery, with simultaneous submission of the payment proof and the defective item, unless this is impossible or unreasonably burdensome.
  3. A non-visible defect must be reported to the user in writing within eight days of discovery, but at the latest within the warranty period, in accordance with the provisions of the previous paragraph of this article. After the warranty period has expired, the user is entitled to charge all costs for repair or replacement, including administration, shipping, and call-out charges.
  4. If a complaint is made in time according to the previous paragraph, the consumer remains obliged to take delivery and payment of the purchased items. If the consumer wishes to return defective items, this must be done with the prior written consent of the user and in the manner indicated by the user.

 

Article 10 Transfer of Risk

 

  1. The risk of loss or damage to the products that are the subject of the agreement transfers to the consumer at the moment they are legally and/or actually delivered to the consumer and thereby placed in the power of the consumer or a third party to be designated by the consumer.

 

Article 11 Price Increase

 

  1. If the user agrees on a certain price with the consumer at the time of concluding the agreement, the user is nevertheless entitled to increase the price, even if the price was not originally stated with reservation.
  2. If a price increase occurs within three months after the conclusion of the agreement, the consumer can dissolve the agreement by means of a written declaration regardless of the percentage of the increase, unless the authority to increase the price arises from a legal obligation.
  3. If the price increase occurs after three months after the conclusion of the agreement, the consumer is entitled to dissolve the agreement if the price increase exceeds 5%, unless this price increase results from a change in the agreement or if the increase results from a legal obligation.

 

Article 12 Payment

 

  1. Unless otherwise agreed, payment must be made prior to delivery and no later than 30 days after placing an order. If payment is not received after this 30-day period, the order will be considered not placed.
  2. Payment must be made in one of the ways indicated by the user. Payment must be made in Euros. The amounts payable in Euros will be made known at the time of placing an order.
  3. Objections to the amount of invoices, in the case of agreed payment after delivery of an order, do not suspend the payment obligation.
  4. After the expiry of 14 days from the invoice date, the consumer is in default by operation of law; from the moment of default, the consumer is liable for an interest of 1% per month on the payable amount, unless the statutory interest is higher, in which case the statutory interest applies.
  5. In case of bankruptcy, suspension of payment, or receivership, the claims of the user and the obligations of the consumer towards the user are immediately due and payable.
  6. The user has the right to apply payments made by the consumer first to reduce the costs, then to reduce the interest due, and finally to reduce the principal sum and the current interest

 

. The user can, without being in default as a result, refuse an offer of payment if the consumer indicates a different order for the allocation. The user can refuse full repayment of the principal sum if it does not also include the open and current interest and the costs.

 

Article 13 Suspension and Dissolution

 

  1. The user is authorized to suspend the fulfillment of the obligations or to dissolve the agreement if:

    - The consumer does not fulfill the obligations of the agreement or does not fully comply.

    - After the conclusion of the agreement, the user learns of circumstances that give good grounds to fear that the consumer will not fulfill the obligations. In case there are good reasons to fear that the consumer will only partially or improperly fulfill the obligations, suspension is only permitted insofar as the shortcoming justifies it.

    - At the time of the conclusion of the agreement, the consumer was requested to provide security for the fulfillment of his obligations under the agreement and this security is not provided or is insufficient. As soon as security is provided, the authorization to suspend expires, unless this satisfaction is unreasonably delayed.

  1. Furthermore, the user is authorized to dissolve the agreement if circumstances arise of such a nature that fulfillment of the agreement is impossible or can no longer be demanded according to standards of reasonableness and fairness, or if other circumstances arise of such a nature that unaltered maintenance of the agreement cannot reasonably be expected.
  2. If the agreement is dissolved, the claims of the user on the consumer are immediately due and payable. If the user suspends the fulfillment of the obligations, he retains his claims under the law and the agreement.
  3. The user always retains the right to claim compensation.
  4. The consumer always has the right to a reflection period of 14 days. The reflection period means that the consumer can return the purchase and undo it without giving any reason. The user is obliged to take back the agreed item without charging costs. The 14-day reflection period starts when the consumer receives the product.

 

Article 14 Collection Costs

 

  1. If the consumer is in default or in breach of one or more of his obligations, all reasonable costs incurred to obtain satisfaction out of court are borne by the consumer. In any case, in the event of a monetary claim, the consumer is liable for collection costs. The collection costs are calculated according to the collection rate as advised by the Dutch Bar Association in collection cases. The collection costs amount to at least 15% of the amount still due, with a minimum of 225 Euros.
  2. If the user demonstrates that higher costs were reasonably necessary, these costs are also eligible for reimbursement.

 

Article 15 Indemnities

 

  1. The consumer indemnifies the user against claims from third parties regarding intellectual property rights on materials or data provided by the consumer that are used in the execution of the agreement.
  2. If the consumer provides the user with information carriers, electronic files, or software, etc., he guarantees that the information carriers, electronic files, or software are free of viruses and defects.

 

Article 16 Intellectual Property and Copyrights

 

  1. Notwithstanding the other provisions of these general terms and conditions, the user reserves the rights and powers conferred to him by the Copyright Act.
  2. The consumer is not permitted to make changes to the items unless the nature of the delivered item dictates otherwise or it has been agreed upon in writing.
  3. Any designs, sketches, drawings, films, software, and other materials or (electronic) files produced by the user within the framework of the agreement remain the property of the user, regardless of whether they have been handed over to the consumer or third parties, unless otherwise agreed.
  4. All documents provided by the user, such as designs, sketches, drawings, films, software, (electronic) files, etc., are exclusively intended to be used by the consumer and may not be reproduced, made public, or brought to the notice of third parties without prior written consent from the user, unless the nature of the provided documents dictates otherwise.
  5. The user reserves the right to use the knowledge gained through the execution of the work for other purposes, provided that no confidential information is brought to the notice of third parties.

 

Article 17 Liability

 

  1. If items delivered by the user are defective, the liability of the user towards the consumer is limited to what is regulated in these terms and conditions under "Warranties."
  2. When the producer of a defective item is liable for consequential damage, the liability of the user is limited to the repair or replacement of the item or the repayment of the purchase price.
  3. Notwithstanding the foregoing, the user is not liable if the damage is due to intent and/or gross negligence and/or culpable actions, or improper or inappropriate use by the consumer.
  4. The limitations of liability for direct damage contained in these terms and conditions do not apply if the damage is due to intent or gross negligence on the part of the user or his subordinates.

 

Article 18 Force Majeure

 

  1. The parties are not obliged to fulfill any obligation if they are hindered as a result of a circumstance that is not due to fault, and neither by law, a legal act, or generally accepted social norms is for their account.
  2. In addition to what is understood in law and jurisprudence, force majeure in these general terms and conditions includes all external causes, foreseen or unforeseen, over which the user cannot exert any influence, but as a result of which the user is unable to fulfill the obligations. Strikes in the company of the user are included.
  3. The user also has the right to invoke force majeure if the circumstance preventing (further) fulfillment occurs after the user should have fulfilled his commitment.
  4. The parties can suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, each party is entitled to dissolve the agreement without any obligation to compensate the other party.
  5. Insofar as the user has partially fulfilled or will be able to fulfill his obligations under the agreement at the time of the occurrence of force majeure, and independent value can be attributed to the fulfilled or to be fulfilled part, the user is entitled to invoice the already fulfilled or to be fulfilled part separately. The consumer is obliged to pay this invoice as if it were a separate agreement.

 

Article 19 Privacy

 

The data provided by the consumer for orders with the user will not be shared with third parties in any way. The privacy of the consumer is thus guaranteed. However, the user is free to send an email with information about new products or offers a few times a year. If this is not desired, it can be communicated in writing, by email, or by telephone, after which the consumer will be removed from the mailing list. Furthermore, the products ordered by the consumer are sent in a plain package, only containing the necessary address details, to the consumer.

 

Article 20 Disputes

 

  1. The court in the place of business of the user has exclusive jurisdiction to hear disputes unless the cantonal court has jurisdiction. Nevertheless, the user has the right to submit the dispute to the competent court according to the law.

 

Article 21 Applicable Law

 

  1. Every agreement between the user and the consumer is governed by Dutch law. The Vienna Sales Convention is expressly excluded.

 

Article 22 Changes and Location of the Terms and Conditions

 

  1. These terms and conditions have been filed with the office of the Chamber of Commerce in Amsterdam, the Netherlands.
  2. The version that applies is always the most recently filed version, or the version that applied at the time the agreement was concluded.

 

This translation provides an accurate and correct English version of the Dutch general terms and conditions as requested.