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General terms and conditions of sale, delivery, and payment of the private limited company Loontjens Biljarts B.V. (hereinafter Loontjens), located at Dam 21, 4331 GE Middelburg (the Netherlands), registered with the Kamer van Koophandel under number 73548960.

  1. Applicability
    • These general terms and conditions apply to any offer, quotation, and order confirmation from Loontjens and to all other agreements between Loontjens and the client to the exclusion of any terms and conditions of the client. If the client is a consumer, who acts for purposes which are outside his trade, business, craft or profession, and the purchase should therefore be regarded as a consumer purchase as referred to in article 7:5 paragraph 1 BW (Dutch Civil Code), the stipulations for consumers shall apply by way of derogation from the standard stipulations. If no deviations are included, the standard stipulations shall also apply for consumers.
    • Deviations from and adjustments to these terms and conditions are only valid if Loontjens confirms them in writing.
    • In case of an inconsistency between a provision of these general terms and conditions and a provision from a specific agreement or order confirmation, the provision from the specific agreement or order confirmation shall prevail.
    • The original text of these general terms and conditions was drafted in Dutch. As a result, the Dutch version of these general terms and conditions prevails over the English version in case of conflict between the two languages.
  2. Offers and orders
    • All offers and price quotations from Loontjens are non-binding. Loontjens is not bound until after acceptance of an order, as referred to in article 2.2. Sizes, weights, and other specifications stated by Loontjens are purely indicative.
    • An order from a client is only deemed to be accepted if Loontjens:
      1. has accepted the order in writing by means of an order confirmation or agreement; or
      2. has started to implement the order.
    • An orders is final for the client as soon as Loontjens has taken note of it, from which moment the client can no longer cancel or amend its order without the written consent of Loontjens. Consumers have, until fourteen days have passed from the date of delivery of the order, as determined in accordance with in article 6:230o paragraph 1 sub b BW, the right to cancel (ontbinden) the order. The consumer shall bear the costs of the return shipment.
  3. Prices and payment
    • Unless otherwise specified, all prices of Loontjens are in euro and do not include VAT. In case of changes in the exchange rate, Loontjens is entitled to adjust its prices, even after the client has placed an order. If the client is a consumer, he shall have the right to cancel (ontbinden) the agreement in the event that Loontjens raises its prices within three months from the date of the agreement.
    • Unless otherwise agreed, the client shall pay the order in advance. Orders must be paid via the payment link offered by Loontjens or, if so agreed, via a bank transfer.
    • If the client fails to meet its payment obligation timely, it is automatically in default without prior notice being required. In that case the client owes Loontjens interest of 1.5% per month plus extra-judicial recovery costs of 10% of the outstanding invoice amount with a minimum of €200 per invoice.
    • The client is not entitled to apply setoff, compensation, or any kind of discount to the payment or to suspend payment, not even in the case of complaints, unless Loontjens explicitly agrees otherwise in writing. Consumers may suspend payment to the extent that suspension is permitted under Dutch law.
    • Until the client has paid the products in full, Loontjens remains the exclusive owner of those products, even if the products have been mixed, processed, or transferred. The client authorises Loontjens to enter the premises of the client and of third parties associated with the client, to enable Loontjens to take control of the products and to inspect them or have them inspected.
  4. Delivery and transfer of risk
    • The products are delivered ex works (EXW) from the Loontjens warehouse. If the client is obliged to make a down payment, Loontjens is entitled to suspend the delivery until it has received the down payment. The risk passes to the client from the time of delivery or as soon as the client fails to take delivery of the purchase.
    • Loontjens shall provide for the transport on behalf of and for the account of the client and, if so requested by the client, also the insurance of the products during the transport. These costs are charged to the client. Handover to the carrier counts as delivery to the client. If the client is a consumer and the parties have agreed on home delivery of the products, the risk shall pass to the client at delivery to the client or a third party appointed by the client.
    • If the client fails to provide the information requested by Loontjens timely, the expected delivery date, being the day on which the products are handed over to the carrier, shall be postponed proportionally.
    • If the client a) fails to fulfil any of its duties by virtue of its order, an agreement, or these general terms and conditions, b) ceases its operations or has the intention to do so, c) applies for bankruptcy or postponement of payment, d) is declared bankrupt or is granted a suspension, e) reaches an agreement with a creditor, or f) is being liquidated, the client shall, without prior notice, immediately pay all debts which it owes to Loontjens, whilst Loontjens is entitled in to suspend or terminate an order or to take back products already delivered, but not yet paid for.
  5. Guarantee
    • Loontjens guarantees the conformity of its delivered products under normal use. The client shall check the delivered product for any potential defect immediately at the time of receipt. Unless the client is a consumer, Loontjens is not bound by guarantee for apparent defects, nor for hidden defects of which it was not aware.
    • In case of defects covered by the guarantee, the client is entitled, at Loontjens’ discretion, to repairs, (partial) replacement, or (partial) repayment of the purchase price. The client shall not be entitled to any other remedy, unless the client is a consumer, in which case he is entitled to all remedies available to him under Dutch law. If the defects are covered by the guarantee, Loontjens shall bear the cost of freight, assembly and dismantling, packing, and travel and accommodation ex works.
    • Loontjens is exempt from any guarantee obligation if the client or a third party has failed to handle the product in accordance with the usage and installation instructions or with due care.
    • Unless the client is a consumer, the guarantee obligation of Loontjens towards its client, regardless of what is stated in this article, shall never exceed the guarantee which Loontjens receives from its supplier for those products and parts which are not manufactured by Loontjens itself and shall be limited to the amount of redress offered by its supplier.
  6. Complaints
    • Complaints regarding a product or an invoice must be submitted in writing to the e-mail address [email protected] within eight days of receipt by the client or, in case of hidden defects, within eight days of the client becoming aware of the defects. Complaints submitted outside the terms referred to are not admissible. Consumers must file their complaints within two months of the client becoming aware of the faults.
    • After receiving a complaint, Loontjens shall assess it as soon as possible. The client shall co-operate fully in this matter, for instance, by sending the product to Loontjens at the latter’s request and by granting Loontjens or its appointed third party agent access to its premises. Unless the client is a consumer, return shipments are carriage paid at the client’s risk and only with the prior written consent of Loontjens, without prejudice to the stipulations of article 5.2.
    • If the client persists in its complaint after Loontjens has rejected it, Loontjens shall appoint an independent third party, who shall give binding advice in response to the complaint. Both parties shall co-operate fully with the adviser’s investigation.
    • If the client is a consumer, he shall, in derogation from article 6.3, have the right to have the dispute adjudicated by the court which would by law be competent to hear the case. If the consumer wishes to exercise this right, he shall inform Loontjens thereof within one month from the appointment referred to in article 6.3. If Loontjens or the binding adviser, as the case may be, deems a complaint regarding a product to be justified, article 5.2 shall apply. A justified complaint regarding an invoice can result only in an amendment to the invoice.
  7. Force majeure
    • Loontjens can suspend the fulfilment of its obligations in case of force majeure. In case of ongoing force majeure, Loontjens is permanently released from its obligations towards the client. Force majeure never results in liability for damage which the client might suffer as a result.
    • Force majeure includes water damage, risk of war, fire, strike action, excessive sick leave, transport problems, government measures, technical complications, and operational malfunctions at Loontjens or its suppliers.
  8. Miscellaneous
    • Loontjens shall never be liable for damage suffered by the client or third parties with regard to products or services supplied by Loontjens unless the damage is a direct result of wilful intent or serious negligence by Loontjens, or if the client is a consumer.
    • The parties shall treat all information which they receive from the other party as confidential.
    • If a provision from these general terms and conditions is found to be null and void or is eradicated, the other provisions shall retain their validity. Loontjens shall also be entitled to replace the provision in question with a provision which corresponds as far as possible to the objectives and effects of the original provision.
    • Delivery times and other relevant time limits for Loontjens are indicative and not binding.
  9. Applicable law and competent court
    • All agreements with Loontjens are governed solely by Dutch law to the exclusion of the Vienna Sales Convention.
    • In the case of disputes which cannot be resolved amicably, the parties agree to initiate mediation within 15 days of the request to do so. If mediation does not lead to an agreement within 30 days, both parties shall be entitled to take the dispute to court. Only the Rotterdam courts shall be authorised to adjudicate in case of any legal disputes.
    • If the client is a consumer, he shall have the right to have the dispute adjudicated by the court which would by law be competent. If the consumer wishes to exercise this right, he shall inform Loontjens thereof within one month after Loontjens has invoked the dispute resolution procedure referred to in article 9.2.