TERMS AND CONDITIONS

TERMS AND CONDITIONS WEBSHOP (B2C)

Article 1 – Definitions  
Kalágria, established in The Hague, Chamber of Commerce number 91101042, is referred to as the seller in these terms and conditions.  
The counterparty of the seller is referred to as the buyer.  
Parties refer to the seller and the buyer collectively.  
The agreement refers to the purchase agreement between the parties.

Article 2 – Applicability of General Terms and Conditions
These conditions apply to all offers, quotations, agreements, and deliveries of services or goods by or on behalf of the seller.  
Deviations from these terms and conditions are only valid if expressly agreed upon by both parties in writing.

Article 3 – Payment
The full purchase amount is always paid immediately in the webshop. In some cases, a deposit is required for reservations. In such cases, the buyer will receive proof of the reservation and the advance payment.  
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 fulfills their payment obligation.  
If the buyer remains in default, the seller will proceed with debt collection. The costs associated with such collection will be borne by the buyer. These collection costs are calculated in accordance with the Decree on Compensation for Extrajudicial Collection Costs.  
In the event of liquidation, bankruptcy, attachment, or suspension of payment on the part of the buyer, the seller's claims on the buyer are immediately due and payable.  
If the buyer refuses to cooperate in executing the seller's assignment, they are still obligated to pay the agreed price to the seller.

Article 4 – Offers, Quotations, and Pricing 
Offers are non-binding unless a specific acceptance period is mentioned in the offer. If the offer is not accepted within the stated period, the offer expires.  
Delivery times stated in quotations are indicative, and exceeding them does not entitle the buyer to dissolve the agreement or claim compensation unless the parties have expressly agreed otherwise in writing.  
Offers and quotations do not automatically apply to repeat orders. This must be expressly agreed upon by the parties in writing.  
The prices mentioned in offers, quotations, and invoices include the purchase price, including the VAT and any other government levies.

Article 5 – Right of Withdrawal
The consumer has the right to terminate the agreement without giving reasons within 30 days of receiving the order. The period starts as soon as the entire order has been received by the consumer.  
There is no right of withdrawal for products made to the consumer's specifications or with a limited shelf life.  
The consumer may use a withdrawal form provided by the seller. The seller is obliged to make this available to the buyer upon request.  
During the cooling-off period, the consumer must handle the product and packaging with care. The consumer should only unpack or use the product to the extent necessary to determine whether they wish to keep the product. If the consumer exercises their right of withdrawal, they must return the unused and undamaged product, with all accompanying items, in the original shipping packaging (if reasonably possible) to the seller, following the reasonable and clear instructions provided by the seller.

Article 6 – Changes to the Agreement
If, during the execution of the agreement, it appears necessary to change or supplement the work to ensure proper execution, the parties will amend the agreement accordingly in a timely manner and by mutual agreement.  
If the parties agree that the agreement will be changed or supplemented, the time of completion of the execution may be affected. The seller will notify the buyer as soon as possible.  
If the modification or supplement to the agreement has financial and/or qualitative consequences, the seller will inform the buyer of this in writing in advance.  
If a fixed price has been agreed upon, the seller will indicate to what extent the change or supplement to the agreement will result in an exceeding of this price.  
In deviation from the provisions of the third paragraph of this article, the seller may not charge additional costs if the change or supplement is the result of circumstances attributable to the seller.

Article 7 – Delivery and Transfer of Risk
Once the purchased goods have been received by the buyer, the risk passes from the seller to the buyer.

Article 8 – Inspection and Complaints
The buyer is obliged to inspect the delivered goods upon receipt, or at least within the shortest possible time. The buyer must examine whether the quality and quantity of the delivered goods correspond to what was agreed upon by the parties or at least meet the standards that are customary in trade.  
Complaints regarding damage, shortages, or loss of delivered goods must be submitted to the seller in writing within 10 working days of delivery.  
If the complaint is valid within the set period, the seller has the right to either repair, replace, or cancel delivery and send a credit note for that portion of the purchase price.  
Minor and/or industry-standard deviations in quality, quantity, size, or finish cannot be held against the seller.  
Complaints regarding a particular product do not affect other products or parts of the same agreement.  
Once the goods have been processed by the buyer, no complaints will be accepted.

Article 9 – Samples and Models  
If the buyer has been shown or provided with a sample or model, it is presumed to have been provided as an indication only, without the delivered goods having to correspond with it. This is different if the parties have explicitly agreed that the goods to be delivered will correspond with the sample or model.  
For agreements concerning real estate, mention of the surface area or other measurements and specifications is also presumed to be indicative, without the delivered property having to meet these specifications.

Article 10 – Delivery
Delivery takes place ‘ex-factory/store/warehouse’. This means that all costs are borne by the buyer.  
The buyer is obliged to accept the goods at the time when the seller delivers them or has them delivered, or at the moment when the goods are made available to the buyer according to the agreement.  
If the buyer refuses to accept delivery or fails to provide information or instructions necessary for the delivery, the seller is entitled to store the goods at the buyer's expense and risk.  
If the goods are delivered, the seller is entitled to charge for any delivery costs.  
If the seller requires information from the buyer for the execution of the agreement, the delivery period starts after the buyer has provided this information to the seller.  
A delivery term provided by the seller is indicative. It is never a strict deadline. In case of late delivery, the buyer must give the seller written notice of default.  
The seller is entitled to deliver the goods in parts unless otherwise agreed upon in writing or unless partial delivery does not have independent value. In the case of partial deliveries, the seller is entitled to invoice these separately.

Article 11 – Force Majeure
If the seller is unable to, unable to do so in time, or unable to properly fulfill its obligations under the agreement due to force majeure, the seller is not liable for any damage suffered by the buyer.  
Force majeure is understood to mean any circumstance with which the seller could not take into account at the time the agreement was concluded, as a result of which the normal execution of the agreement cannot reasonably be expected by the buyer, such as illness, war, danger of war, civil war, riots, sabotage, terrorism, energy disruption, flooding, earthquake, fire, occupation of the company, strikes, worker lockouts, changes in government regulations, transport difficulties, and other disruptions in the seller's business.  
Furthermore, parties consider force majeure the situation that suppliers 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.  
If a situation as mentioned above arises, as a result of which the seller cannot fulfill its obligations towards the buyer, these obligations will be suspended as long as the seller cannot fulfill them. If the situation referred to in the previous sentence has lasted 30 calendar days, the parties are entitled to dissolve the agreement in writing in whole or in part.  
In case of force majeure lasting more than three months, the buyer has the right to dissolve the agreement with immediate effect. Dissolution must be done by registered letter.

Article 12 – Transfer of Rights 
Rights of a party under this agreement cannot be transferred without the prior written consent of the other party. This provision has a property-law effect as referred to in Article 3:83(2) of the Dutch Civil Code.

Article 13 – Retention of Title and Right of Retention  
The goods present at the seller’s premises and the delivered goods and parts remain the property of the seller until the buyer has paid the full agreed price. Until then, the seller may invoke its retention of title and take back the goods.  
If the agreed prepayments are not made or not made on time, the seller has the right to suspend the work until the agreed part has been paid. In that case, there is a creditor's default. A delayed delivery cannot be held against the seller.  
The seller is not entitled to pledge the goods falling under its retention of title or otherwise encumber them.  
The seller undertakes to insure and keep insured the goods delivered under retention of title against fire, explosion, and water damage as well as theft and to make the policy available for inspection at the buyer's first request.  
If goods have not yet been delivered, but the agreed prepayment or price has not been paid in accordance with the agreement, the seller has the right of retention. The goods will not be delivered until the buyer has paid in full and in accordance with the agreement.  
In the event of liquidation, insolvency, or suspension of payment by the buyer, the obligations of the buyer are immediately due and payable.

Article 14 – Liability  
Any liability for damage arising from or in connection with the execution of an agreement is always limited to the amount paid out in the relevant case by the liability insurance policy (or policies) taken out. This amount is increased by the amount of the deductible according to the relevant policy.  
Liability of the seller for damage resulting from intent or deliberate recklessness on the part of the seller or its managerial subordinates is not excluded.

Article 15 – Obligation to Complain
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.  
If a complaint is justified, the seller is obliged to repair the product if it is still possible.

Article 16 – Guarantees
If guarantees are included in the agreement, the following applies: The seller guarantees that the sold goods conform to the agreement, that they function without defects, and that they are suitable for the use that the buyer intends to make of them. This guarantee applies for a period of two calendar years after receipt of the sold goods by the buyer.  
The intended guarantee applies to matters that are intended for use within the Netherlands. When used outside the Netherlands, the buyer must verify whether the use is suitable for the use there and whether they meet the conditions that are imposed there. The seller can set different guarantees and conditions in respect of the goods to be delivered or the work to be performed.  
If the goods to be delivered or the work to be performed do not meet the guarantees as agreed, the seller will replace or repair the goods within a reasonable time after receipt.  
The guarantee mentioned does not apply when the defect has arisen as a result of injudicious or improper use, or when the buyer or third parties have made or attempted to make changes to the delivered goods, or have used them for purposes for which they are not intended.  
The guarantee also ceases when the defect arises as a result of or from circumstances over which the seller has no influence, including weather conditions (such as, but not limited to, extreme rainfall or temperatures) etc.

Article 17 – Applicable Law and Competent Court
All agreements between the parties are exclusively governed by Dutch law.  
The Dutch court in the district where Kalágria is established/has its practice/office is exclusively competent to take cognizance of any disputes between the parties, unless the law prescribes otherwise.

Article 18 – Additional Provisions
Changes to these terms and conditions are only valid if they have been agreed in writing by both parties.