General Terms and Conditions of Sale Deponti B.V.

Artikel 1 - General Provision

1. These general terms and conditions are applicable to any and all offers, agreements and any and all acts deriving from the same between Deponti B.V. or one of the related legal persons and other legal entities, hereinafter referred to as: ‘Deponti’, and you, the customer.
2. Your terms and conditions are not applicable and are expressly rejected.
3. If a provision of these general terms and condition is invalid or nullified then the remaining provisions remain in full force and effect. You must agree with new provisions. They shall correspond with the old invalid or nullified provisions as much as possible.
4. The provisions set forth in the agreement prevail if they are at odds with the provisions set forth in these general terms and conditions.

Artikel 2 - When is there question of an agreement?

1. Any and all offers of Deponti are subject to contract and are valid for 30 days.
2. When you place an order, you receive a written confirmation from Deponti. The agreement is concluded after receipt of the written confirmation or because an actual start is made with the activities by Deponti. Section 227b Subsection 1 and Section 227c of Book 6 of the Dutch Civil Code are not applicable to agreements with parties who act in the course of a business or profession.

Artikel 3 - How does the delivery take place?

1. Deponti delivers each and every performance as stipulated in writing and can rely on third parties for this.
2. Deponti can deliver ordered goods in instalments.
3. The stipulated delivery period is not a fatal deadline. If Deponti does not deliver within the stipulated period then you must, in writing, permit Deponti a reasonable period of at least 30 days to yet comply. Deponti shall only be in default after expiry of the said period.
4. Arrangements about the delivery are agreed on in the agreement. You must take delivery of the products at the moment that Deponti indicates that they can be picked up or are delivered to you. If you have not picked up the products - after demand to take delivery - after eight days then Deponti can sell the products to another party or store them at your risk. You are liable to pay the additional costs to Deponti, including in any case the storage expenses and the handling costs. As the occasion arises, Deponti can rescind the agreement.
   
   

Artikel 4 - What are your obligations if there is question of a defect?

1. You are held to inspect and check the delivered products immediately after receipt.
2. Objections, shortcomings or defects with regard to (not immediately visible) defects must forthwith be reported to Deponti in writing and as detailed as possible. Forthwith is understood as at the latest within two calendar days after you have detected them (or could have detected them). Without the said notification the relevant products are deemed to have been delivered without damages, defects or shortcomings and it is assumed that Deponti delivered in conformity with the agreement.
3. Damages to products caused by destruction or damage of the packaging shall be at your risk and expense.
4. The submission of a complaint shall not suspend your payment obligation. As the occasion arises, you remain held to take delivery of and pay other goods potentially ordered.
5. If it becomes apparent that a complaint is unfounded then the costs consequently incurred by Deponti shall fully be at your expense.
   
   

Artikel 5 - How do you pay for the products of Deponti? 

1. Any and all costs pursuant to the agreement are exclusive of VAT. Other duties imposed by the official authorities, transport and delivery expenses, travelling and subsistence expenses abroad and use of special installations are not included.
2. You must pay immediately or within the period included in the agreement in a manner indicated by Deponti in the currency of the invoice.
3. Via the webshop you have the possibility of effectuating the payment via iDeal, Bankcontant or other payment options. At the moment you opt for this you are referred to the website of the relevant third party. After the payment has been effectuated you receive the payment confirmation and the invoice at the email address specified by you.
4. If Deponti delivers in instalments then each and every instalment can be invoiced separately.
5. If you do not pay within the stipulated period then you are immediately in default and you are liable to pay interest from the due date of the invoice. The said interest shall correspond with the statutory commercial interest, with a minimum of two per cent per month. As the occasion arises, you must also pay any and all (extra-)judicial collection costs of Deponti. The said costs amount to, in any case, 15 per cent of the principal sum with a minimum of € 150.00.
6. You cannot settle potential claims vis-à-vis Deponti, on any account whatsoever, with outstanding invoices.

7. Deponti is entitled to claim security from you for compliance with your (payment) obligations and/or to solely deliver cash on delivery.

   
   

8. Do you object to the invoice? Then you must inform Deponti accordingly in writing within 7 days after the date of the invoice. If you fail to do so then the invoiced amount is deemed to have been acknowledged. Objections to the invoice do not suspend your payment obligation.

Artikel 6 - When can Deponti suspend or (partly) rescind the agreement? 

1. In addition to the statutory possibilities of suspension and (partial) rescission, Deponti can immediately, without informing you in advance, suspend the implementation of the agreement or immediately without informing you in advance, (partly) rescind the agreement if:
2.  you refuse to provide payment security;
3.   there is question of your insolvency, you were granted (provisional) suspension of payment, there is question of an administration order, debt management or discontinuation, liquidation or full or partial transfer of your business or attachment that is not lifted or cancelled within 30 days.
4. If one of the aforementioned circumstances occurs then you are immediately in default. Deponti is then also entitled to claim compensation for damages from you.

Artikel 7 - What are your costs in case of cancellation?

1. If you cancel the order then you must compensate Deponti for the costs that it incurred for it as well as the damages that it consequently incurs up to a reasonable amount. Deponti reserves the right to claim compensation if the damages exceed the reasonable amount. The reasonable amount is calculated on the basis of the following graduated scale:
   1. in case of cancellation up to eight days prior to the date of delivery: 25% of the order;
   2. in case of cancellation more than one day less than eight days prior to the date of delivery: 50% of the order;
   3. in case of cancellation one day or less prior to the date of delivery: 75% of the order.

Artikel 8 - What are the consequences of force majeure?

1. If there is question of force majeure then Deponti can suspend the implementation of the agreement or (partly) rescind the agreement without thus being liable to pay compensation to you for this.
2. If the force majeure continues for more than 60 consecutive days then you can rescind the agreement in writing. Deponti is not liable to pay compensation to you.

Artikel 9 - Reservation of title

1. Any and all products delivered by Deponti remain the property of Deponti until you have paid the payable amount in full.
2. You can not pledge or otherwise encumber the said goods delivered subject to reservation of title.
3. If a third party imposes an attachment on the said delivered goods or intends to establish a right on the same then you must forthwith inform Deponti accordingly.
4. You are held to, where possible, insure the products delivered subject to reservation of title and keep them insured against fire, explosion and water damage as also against theft. If so requested by Deponti then Deponti can inspect the policy of the insurance.
5. You are held to store the goods delivered subject to reservation of title with the necessary care and as recognisable property of Deponti.
6. If this is more favourable for Deponti then the reservation of title shall, after import of the relevant goods in a different country, be governed, for the full scope and in particular to the full extent, by the laws of the said country. Where possible, the reservation of title then extends to the new goods formed with the delivered goods and the title of the goods remains vested in Deponti until you have paid the payable amount in full. As the occasion arises, Deponti is qualified as the producer of the newly manufactured products and is the fellow owner of the same, in accordance with its share in the value of the newly manufactured product.

Artikel 10 - Intellectual property rights

1. You cannot disclose or reproduce the work of Deponti, unless Deponti gives you written consent for this. Deponti is entitled to the copyrights in respect of any and all works realised by or on its behalf.
2. Any and all intellectual property rights, including but not limited to copyrights, trademark rights and database rights, in respect of the information, texts, images, logos, photos and illustrations on the internet site and in respect of the layout and design of the internet site are vested in Deponti and/or its licensors. You cannot infringe the said rights, which also includes making copies of the internet site other than technical copies required for the use of the internet site.
3. On demand of Deponti you must return the data supplied to you to Deponti within a period imposed by Deponti.
4. In case of a violation of paragraph 1 or 2 you are liable to pay a penalty of € 25,000.00 per violation and € 5,000.00 for every day that the violation continues, with a maximum of € 25,000.00. In case of a violation of the provisions set forth in paragraph 3 you are liable to pay a penalty of € 1,000.00 per day, with a maximum of € 50,000.00. Deponti is entitled to, in addition to payment of the penalty, claim compensation for the full damages and/or compliance.
5. You remain the owner of the documents that you made available to Deponti.
6. Deponti can use the knowledge that it acquired through the contract for other purposes, to the extent that your confidential information is thus not disclosed to third parties.

Artikel 11 - Confidential information and personal data

1. The parties are held to keep any and all confidential information that they receive about the business of the other party secret. This also applies to hired third parties.
2. Information is deemed to be confidential if this is indicated as such by one of the parties.
3. If Deponti acts as the controller within the meaning of the General Data Protection Regulation (hereinafter referred to as: the GDPR) then the following provisions apply:
   1. Deponti is responsible for the protection of personal data of which the use by Deponti is required for the correct preparation and implementation of the agreement.
   2. If Deponti processes personal data then this takes place with the utmost care and diligence and in accordance with the GDPR.
   3. Deponti only uses the personal data to the extent that this is required to be able to serve the customer. The personal data shall not be retained longer than permitted by law or required for the implementation of the agreement.
   4. Deponti takes technical and organisational measures to guarantee an appropriate level of security with regard to personal data, in consideration of the state of the art and the nature of the processing.
4. If the data subject intends to rely on one of the rights to which the data subject is entitled in pursuance of the GDPR then the relevant request can be submitted via info@deponti.com. Deponti shall handle this request within the statutory periods.
5. Deponti makes your data available to third parties and shall exclusively make them available if this is required for the implementation of our agreement or to comply with a statutory obligation. If Deponti makes your data available to third parties for other purposes then Deponti first asks you for consent. Deponti concludes a processing agreement with organisations that process your data in order to ensure an identical level of security and confidentiality of your data.

Artikel 12 - Warranty

1. If Deponti gives a warranty on delivered goods then arrangements about the warranty period and additional warranty terms and conditions are agreed on in writing.
2. If you rely on the warranty within the stipulated period then Deponti is entitled to, within a reasonable period after you have informed Deponti that there is question of a defect, replace or repair the product or to yet deliver what is missing. Deponti decides how a complaint is solved. If Deponti performs properly within the period then the agreement was complied with correctly and you are not entitled to compensation.
3. A warranty is not applicable in case of force majeure.
4. A warranty is only provided if you have have complied with all your obligations. Each and every warranty claim expires if the products delivered by Deponti were handled and/or processed by you injudiciously and/or the instructions provided by Deponti were not followed. A warranty neither applies in case of normal wear and tear.
5. Each and every warranty entitlement expires if you do not comply with the provisions set forth in article 4 of these terms and conditions.

Artikel 13 - Limitation of the liability 

1. The cumulative liability of Deponti for damages deriving from an imputable shortcoming, unlawful act or any other legal ground shall never exceed a maximum of twice the invoice value of the order, excluding turnover tax.
2. The limitation pursuant to paragraph 1 of this article is not applicable if there is question of damages that can be blamed on intent or intentional recklessness.
3. Each and every liability of Deponti, as well as the legal claim for compensation, on any account whatsoever, does in any case expire after a period of one year has lapsed since you filed the relevant objections.
4. You indemnify Deponti against potential claims of third parties who incur damages in connection with the implementation of the agreement.
   
   

Artikel 14 - Change of these terms and conditions

1. Deponti can always, without prior notice, change the general terms and conditions.
2. Deponti can announce changes of these terms and conditions by posting them on its website or by communicating them in a different way. It is therefore recommended to consult the terms and conditions from time to time (https://www.deponti.com/nl/algemene-voorwaarden). Changes are also valid in respect of already existing agreements.

Artikel 15 - Complaints and disputes

1. Are you not satisfied with our services? We appreciate it if you first inform us so that we can handle your complaint seriously.
2. If a dispute nonetheless arises then you should address the competent court in Eastern Brabant. The possibility to bring a dispute to the cognisance of the court expires one year after the reason for the dispute has arisen. The competent court in Eastern Brabant is exclusively competent to take cognisance of disputes.

Artikel 16 - Applicable law

1. Dutch law is exclusively applicable to any and all agreements, these general terms and conditions and acts that derive from the same, with the exception of the provisions set forth in article 10 paragraph 6 of these terms and conditions.
2. The applicability of the Vienna Sales Convention 1980 (CISG) is expressly excluded.