Article 1: Definitions

  1. UpLiving Nederland BV, established in Breda, Chamber of Commerce number 87525518, is referred to as the seller in these general terms and conditions.
  2. The counterparty of the seller is referred to as the buyer in these general terms and conditions.
  3. The parties together are the seller and the buyer.
  4. The agreement refers to the purchase agreement between the parties.

Article 2: Applicability of general terms and conditions

  1. These terms and conditions apply to all quotations, offers, agreements, and deliveries of services or goods by or on behalf of the seller.
  2. Deviation from these terms and conditions is only possible if expressly and in writing agreed upon by the parties.

Article 3: Payment

  1. The full purchase price is always paid immediately in the store. For reservations, a deposit is expected in some cases. In that case, the buyer receives proof of the reservation and the advance payment.
  2. If the buyer fails to pay on time, he is in default. If the buyer remains in default, the seller is entitled to suspend the obligations until the buyer has fulfilled his payment obligation.
  3. If the buyer remains in default, the seller will proceed with collection. The costs relating to such collection shall be borne by the buyer. These collection costs are calculated in accordance with the Decree on Compensation for Extrajudicial Collection Costs.
  4. In the event of liquidation, bankruptcy, attachment, or suspension of payments by the buyer, the seller’s claims against the buyer shall become immediately due and payable.
  5. If the buyer refuses to cooperate in the execution of the order by the seller, he is still obliged to pay the agreed price to the seller.

Article 4: Offers, quotations and price

  1. Offers are without obligation, unless a period for acceptance is specified in the offer. If the offer is not accepted within that stated period, the offer lapses.
  2. Delivery times in quotations are indicative and do not entitle the buyer to dissolution or compensation in the event of exceeding them, unless the parties have expressly agreed otherwise in writing.
  3. Offers and quotations do not automatically apply to repeat orders. The parties must agree to this expressly and in writing.
  4. The price stated on offers, quotations, and invoices consists of the purchase price including the applicable VAT and any other government levies.

Article 5: Right of withdrawal

  1. The consumer has the right to terminate the agreement without giving reasons within 14 days after receipt of the order (right of withdrawal). The period starts running from the moment the (entire) order has been received by the consumer.
  2. There is no right of withdrawal when the products are custom-made according to his specifications or have a short shelf life.
  3. The consumer may use a withdrawal form provided by the seller. The seller is obliged to make this available to the buyer immediately upon request from the buyer.
  4. During the cooling-off period, the consumer shall handle the product and packaging with care. He shall unpack or use the product only to the extent necessary to assess whether he wishes to keep the product. If he exercises his right of withdrawal, he shall return the unused and undamaged product to the seller with all supplied accessories and – if reasonably possible – in the original shipping packaging, in accordance with the reasonable and clear instructions provided by the seller.

Article 6: Amendment of the agreement

  1. If, during the execution of the agreement, it becomes apparent that it is necessary to modify or supplement the work to be performed for the proper execution of the assignment, the parties shall amend the agreement accordingly in a timely manner and by mutual consultation.
  2. If the parties agree that the agreement is to be amended or supplemented, the time of completion of the performance may be affected as a result. The Seller shall inform the Buyer of this as soon as possible.
  3. If the amendment to or addition to the agreement has financial and/or qualitative consequences, the seller shall inform the buyer thereof in writing in advance.
  4. If the parties have agreed on a fixed price, the seller shall indicate to what extent the modification or addition to the agreement will result in an exceeding of this price.
  5. Notwithstanding the provisions of the third paragraph of this article, the seller may not charge additional costs if the modification or addition is the result of circumstances attributable to him.

Article 7: Delivery and transfer of risk

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

Article 8: Inspection, complaints

  1. The Buyer is obliged to inspect the delivered goods, or have them inspected, at the time of delivery, or in any event within the shortest possible period. In doing so, the Buyer ought to examine whether the quality and quantity of the delivered goods correspond to what the parties have agreed upon, or at least that the quality and quantity meet the requirements applicable in normal commercial practice.
  2. Claims regarding damage, shortages, or loss of delivered goods must be submitted in writing by the buyer to the seller within 10 working days after the day of delivery of the goods.
  3. If the complaint is deemed justified within the stipulated period, the seller has the right to either repair, redeliver, or withdraw from delivery and send the buyer a credit note for that part of the purchase price.
  4. Minor and/or industry-standard deviations and differences in quality, quantity, size, or finish cannot be held against the seller.
  5. Complaints regarding a specific product do not affect other products or parts belonging to the same agreement.
  6. No claims will be accepted after the goods have been processed by the buyer.

Article 9: Samples and models

  1. If a sample or model has been shown or provided to the buyer, it is presumed to have been provided merely as an indication, without the item to be delivered needing to conform thereto. This is different if the parties have expressly agreed that the item to be delivered will conform thereto.
  2. In agreements concerning immovable property, mention of the surface area or other dimensions and indications is likewise presumed to be intended merely as an indication, without the property to be delivered needing to conform thereto.

Article 10: Delivery

  1. Delivery takes place ‘ex works/shop/warehouse’. This means that all costs are for the buyer.
  2. The Buyer is obliged to take delivery of the goods at the moment the Seller delivers them to him or has them delivered, or at the moment these goods are made available to him in accordance with the agreement.
  3. If the Buyer refuses acceptance or is negligent in providing information or instructions necessary for delivery, the Seller is entitled to store the goods at the Buyer’s expense and risk.
  4. If the goods are delivered, the seller is entitled to charge any delivery costs.
  5. If the seller requires buyer’s data for the execution of the agreement, the delivery time commences after the buyer has made this data available to the seller.
  6. A delivery period specified by the seller is indicative. This is never a firm deadline. In the event of exceeding the deadline, the buyer must notify the seller of the default in writing.
  7. The Seller is entitled to deliver the goods in installments, unless the parties have agreed otherwise in writing or the partial delivery has no independent value. In the event of delivery in installments, the Seller is entitled to invoice these installments separately.
  8. The seller has the right to charge up to €80 for the shipping of returned projection screens/tripod screens and similar items. For the 100-inch tripod screen, a refund amount of €100 applies.

Article 11: Force Majeure

  1. If the seller is unable to fulfill his obligations under the agreement, or is unable to do so in a timely or proper manner, due to force majeure, he shall not be liable for damage suffered by the buyer.
  2. The parties understand force majeure to mean, in any event, any circumstance which the Seller could not have foreseen at the time of entering into the agreement and as a result of which the normal performance of the agreement cannot reasonably be demanded by the Buyer, such as, for example, illness, war or the threat of war, civil war and riots, civil unrest, sabotage, terrorism, power failure, flooding, earthquakes, fire, occupation of premises, strikes, lockouts, changed government measures, transport difficulties, and other disruptions in the Seller’s business.
  3. Furthermore, the parties understand force majeure to mean the circumstance that suppliers upon whom the Seller depends for the performance of the agreement fail to fulfill their contractual obligations towards the Seller, unless such failure is attributable to the Seller.
  4. If a situation as referred to above arises as a result of which the Seller cannot fulfill his obligations towards the Buyer, those obligations shall be suspended for as long as the Seller is unable to fulfill them. If the situation referred to in the previous sentence has lasted for 30 calendar days, the parties shall have the right to dissolve the agreement in writing, in whole or in part.
  5. In the event that the force majeure continues for longer than three months, the buyer has the right to dissolve the agreement with immediate effect. Dissolution can only be effected by registered letter.

Article 12: Transfer of rights

  1. The rights of a party under this agreement may not be transferred without the prior written consent of the other party. This provision constitutes a clause having proprietary effect as referred to in Article 3:83, paragraph 2, of the Dutch Civil Code.

Article 13: Reservation of title and right of retention

  1. The goods present at the seller’s premises and the delivered items and parts remain the property of the seller until the buyer has paid the entire agreed price. Until that time, the seller may invoke his retention of title and repossess the goods.
  2. If the agreed advance payments are not made or not made on time, the seller has the right to suspend the work until the agreed portion has been paid. This constitutes default by the debtor. In that case, a delayed delivery cannot be held against the seller.
  3. The Seller is not authorized to pledge the goods subject to his retention of title, nor to encumber them in any other way.
  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 make the policy available for inspection upon first request.
  5. If goods have not yet been delivered, but the agreed advance payment or price has not been paid in accordance with the agreement, the seller has the right of retention. The goods will then not be delivered until the buyer has paid in full and in accordance with the agreement.
  6. In the event of liquidation, insolvency, or suspension of payments by the Buyer, the Buyer’s obligations shall become immediately due and payable.

Article 14: Liability

  1. Any liability for damage arising from or related to the performance of an agreement is always limited to the amount paid out in the relevant case by the liability insurance policy(ies) taken out. This amount is increased by the amount of the deductible according to the relevant policy.
  2. The seller’s liability for damage resulting from intent or willful recklessness on the part of the seller or his senior subordinates is not excluded.
  3. The seller is not liable for damage to the buyer’s household effects and house or building during the installation and use of our products.

Article 15: Duty to complain

  1. The Buyer is obliged to report complaints regarding the work performed to the Seller immediately. The complaint must contain as detailed a description of the defect as possible, so that the Seller is able to respond adequately.
  2. If a complaint is justified, the seller is obliged to repair the goods and, if necessary, replace them.

Article 16: Guarantees

  1. If warranties are included in the agreement, the following applies. The Seller guarantees that the item sold conforms to 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 one calendar year after receipt of the item sold by the Buyer.
  2. The purpose of the warranty in question is to establish a distribution of risk between seller and buyer such that the consequences of a breach of warranty shall always be entirely for the account and risk of the seller, and that the seller may never invoke Article 6:75 of the Dutch Civil Code in respect of a breach of warranty. The provisions of the preceding sentence also apply if the breach was known to the buyer or could have been known to the buyer through conducting an investigation.
  3. The said warranty 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 modifications, or have used the purchased item for purposes for which it is not intended.
  4. If the warranty provided by the seller relates to an item produced by a third party, the warranty is limited to the warranty provided by that producer.
  5. The entrepreneur guarantees that the products and/or services comply with the agreement, the specifications stated in the offer, the reasonable requirements of soundness and/or usability, and the statutory provisions and/or government regulations existing on the date of the conclusion of the agreement.

Article 17: 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 UpLiving Nederland BV is established/practices/has its office is exclusively competent to hear any disputes between the parties, unless the law mandatorily prescribes otherwise.
  3. The applicability of the Vienna Sales Convention is excluded.

If, in legal proceedings, one or more provisions of these general terms and conditions are deemed unreasonably burdensome, the remaining provisions shall remain in full force and effect.