TERMS AND CONDITIONS
General terms and conditions Amacx B.V.
Version September 21, 2022
1. Definitions
1.1. In these General Terms and Conditions, the following terms, always written with a capital letter and used in both singular and plural, have the following meaning:
1.1.1. Offer: the offer that the Supplier makes or has made to the Customer for the supply of products and/or services, whether or not in the form of a (written) offer;
1.1.2. General Terms and Conditions: these general terms and conditions of the Supplier, which can also be consulted via www.amacx.nl/algemene-voorwaarden
1.1.3. GDPR: Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46 /EC (General Data Protection Regulation);
1.1.4. Reflection period: the period within which the Consumer can make use of his Right of Withdrawal;
1.1.5. Consumer: the natural person who does not act for purposes related to his trade, business, craft or professional activity and who has concluded the Agreement with the Supplier;
1.1.6. Right of withdrawal: the possibility for the Consumer to dissolve the Distance Agreement within the Cooling-off Period without giving reasons;
1.1.7. Intellectual Property Rights: all intellectual property rights and related rights, including but not limited to: copyrights, trade secrets, database rights, domain name rights, trade name rights, trademark rights, design rights, neighboring rights, patent rights and rights to know-how;
1.1.8. Customer: the natural person or legal person who has concluded the Agreement with the Supplier, regardless of whether he is a Consumer;
1.1.9. Supplier: the private company with limited liability Amacx B.V., established at Lageweg 28 (2222 AG) in Katwijk, registered in the trade register of the Chamber of Commerce under Chamber of Commerce number 23077029
1.1.10. Agreement: the agreement concluded between the Supplier and the Customer on the basis of which the Supplier supplies the products and/or services to the Customer and of which these General Terms and Conditions form an integral part;
1.1.11. Distance Agreement: the agreement that is concluded between the Supplier and the Consumer within the framework of an organized system for distance sales or services without the simultaneous personal presence of the Supplier and the Consumer and whereby, up to and including the moment of concluding the agreement, only use is made of one or more means of distance communication;
1.1.12. Party: Supplier or Customer;
1.1.13. Parties: Supplier and Customer;
1.1.14. Personal data: personal data within the meaning of Article 4.1 of the GDPR;
1.1.15. Privacy Statement: the Supplier's privacy statement, available at https://www.amacx.nl/policies/privacy-policy;
1.1.16. Website: the Supplier's website, available via www.amacx.com, including all underlying web pages.
2. Identity and contact details of Supplier
2.1. Supplier can be reached via the following contact details;
Amacx B.V.
Low road 28
2222 AG Katwijk
The Netherlands
+31(0)71 737 00 31
info@amacx.com
3. Applicability
3.1. These General Terms and Conditions have been drawn up in Dutch and may have been translated into another language. In the event of a dispute between different versions of the General Terms and Conditions, the Dutch version will prevail and must be interpreted in accordance with Dutch laws and regulations.
3.2. These General Terms and Conditions apply to the Offer, the Agreement, the delivery of products and/or services by the Supplier and the performance of (other) (legal) acts between the Parties.
3.3. The Customer declares that the General Terms and Conditions have been made available to him, that he has taken note of them and that he agrees with them.
3.4. Any terms and conditions of the Customer, such as general terms and conditions or purchase terms and conditions, do not apply and are expressly rejected.
3.5. If one or more of the provisions in the Offer, the Agreement and/or the General Terms and Conditions are invalid, contrary to the law and/or unenforceable, this will not affect the validity of the other provisions. In such a case, the parties will negotiate in good consultation about a new provision to replace the invalid or unenforceable provision, which has as much as possible the scope of the invalid or unenforceable provision.
3.6. In the event of a contradiction between the Offer, the Agreement and/or the General Terms and Conditions, the following order of precedence applies, with the Agreement having the highest rank:
3.6.1. the agreement;
3.6.2. the Offering;
3.6.3. the terms and conditions.
4. Formation of the Agreement
4.1. The Supplier makes an Offer to the Customer in which odetermine which products and/or services are offered and which fee the Customer owes upon acceptance of the Offer.
4.2. An Offer is without obligation and obliges the Customer to do nothing.
4.3. If an Offer is made in a (written) quotation, then the Offer is valid for a period of 14 (fourteen) calendar days after the date of dispatch by the Supplier, unless stated otherwise in the Offer.
4.4. The description of the products and/or services in the Offer is binding. The Supplier is not bound by a deviating answer from the Customer to the effect of acceptance, even if this answer deviates only on minor points from the Offer.
4.5. The Agreement is concluded as soon as the Offer has been accepted. The Offer is deemed to have been accepted as soon as the Customer agrees to the Offer, or if the Supplier may reasonably regard a behavior of the Customer as (the impression of) (awakened) consent.
4.6. The Supplier cannot be bound by the Offer if the Customer can reasonably understand that the Offer, or any part thereof, contains an obvious mistake or error.
5. Execution of the Agreement
5.1. The Supplier will make every effort to perform the Agreement for the benefit of the Customer.
5.2. All activities performed by the Supplier are performed on the basis of a best efforts obligation.
5.3. The Customer acknowledges that the performance of the Agreement is partly dependent on its cooperation with the Supplier. The Customer therefore provides all required cooperation to enable the timely and correct performance of the Agreement by the Supplier. This means in particular that the Customer provides all data and information of which the Supplier indicates that they are necessary or desirable, or of which the Customer should reasonably understand that they are necessary, for the performance of the Agreement, in a timely and correct manner and that the Customer cooperates in a timely manner. grants. If the Customer fails to provide the necessary or desired data and information and/or to cooperate, the Supplier cannot guarantee the consequences and is not liable for this.
5.4. In the performance of the Agreement, the Supplier is not obliged to follow the instructions and/or directions of the Customer, in particular not if these instructions and/or directions change the content and/or scope of the Agreement or the Agreement is supplemented. . Insofar as the Supplier chooses to follow these instructions and/or directions, it is entitled to charge a fee for this in consultation with the Customer.
5.5. The Customer acknowledges and accepts that the Supplier may also be dependent on the services and/or goods of third parties in the context of the performance of the Agreement. Insofar as permitted by mandatory law, the Supplier is not liable for (the use of) the services and/or goods of third parties.
5.6. Terms stated by the Supplier with regard to the performance of the Agreement and/or its completion are always indicative. These periods are never strict deadlines. If a term is exceeded, the Supplier is only in default if the Customer sends the Supplier a notice of default in which the Supplier is granted a reasonable period of time to still comply.
5.7. Among other things, the supplier sells products with an expiry date. The products that the Supplier supplies to the Customer will have a shelf life of at least 3 (three) months. However, the Supplier is permitted to offer products with a shorter shelf life, in which case this will be stated in the Offer.
6. Account
6.1. Customer can register an account on the Website. To register an account, Customer must use a valid email address and correct business and/or personal information. Customer represents and warrants that the information provided is correct and complete and that it is kept current, correct and complete during the use of the account.
6.2. Customer's account is strictly personal. Customer may not forward the account or let someone else use it.
6.3. The Customer is responsible for the security of the account, including but not limited to keeping (the combination of) access keys secret.
6.4. The Supplier assumes that all actions with the account, including placing orders, are performed by the Customer. Customer is fully responsible and liable for all actions performed by means of the account.
6.5. Customer must contact Supplier immediately if it suspects and/or detects unauthorized use of its account. In such a case, the Supplier can close the account (whether or not temporarily) or take other measures.
6.6. Supplier reserves the right to terminate a Klan's account at any timet close or suspend access to it.
7. Delivery of products
7.1. The Supplier will make every effort to deliver the products to the Customer in accordance with the Agreement.
7.2. The place of delivery is the address that the Customer has made known to the Supplier for the delivery. The costs for delivery are stated in the Offer.
7.3. The Supplier will make every effort to deliver the products to the Customer within the agreed delivery period.
7.4. All delivery times are indicative. The Customer cannot derive any rights from any stated terms. Exceeding a delivery term does not entitle the Customer to dissolve the Agreement and/or to claim compensation.
7.5. If the delivery of an ordered product proves to be impossible, the Supplier will endeavor to make a replacement product available to the Customer. Any price difference is for the account and risk of the Customer.
7.6. The risk of loss, theft, misappropriation or damage to the delivered products passes to the Customer at the moment when they are placed in the actual disposal of the Customer or an auxiliary person of the Customer.
8. Inspection obligation
8.1. The customer is obliged to inspect the delivered goods immediately after delivery.
8.2. The Customer shall report any complaint to the Supplier in writing immediately, but no later than 14 (fourteen) days after delivery, unless mandatory law prescribes a longer period. After the expiry of the aforementioned period, the delivered goods are considered irrevocably and unconditionally accepted by the Customer.
8.3. The Customer will enable the Supplier to check the complaint expressed at all times and will provide all reasonable cooperation in this context.
8.4. Return shipments of products by or on behalf of the Customer will only take place after completing the return form made available by the Supplier for this purpose. The risk of loss, theft, embezzlement or damage to the returned products is transferred to the Supplier at the moment that the Supplier has credited the compensation for the products to the Customer. Until this moment, the risk remains with the Customer.
8.5. Unless mandatory law prescribes otherwise, violations of the provisions in this article by the Customer will lead to the forfeiture of any right of complaint of the Customer.
9. Retention of Title and Right of Retention
9.1. The Supplier remains the owner of goods, property rights and equivalent legal objects, such as delivered products, as long as the Customer:
9.1.1. fails to fulfill its obligations under the Agreement;
9.1.2. does not pay for work performed or to be performed under the Agreement; or
9.1.3. does not meet claims arising from non-compliance with the Agreement, such as damage, interest and costs.
9.2. As long as the goods delivered by the Supplier are subject to retention of title, as referred to in the previous paragraph, the Customer is not permitted to encumber this.
9.3. After the Supplier has invoked the retention of title, it may immediately take back the delivered goods subject to the retention of title. The Customer allows the Supplier to enter the place(s) where the delivered goods are located.
9.4. If products have not yet been delivered by the Supplier, but the agreed advance payment or price has not been paid in accordance with the agreement by the Customer, the Supplier has the right of retention. In that case, the products will not be delivered until the Customer has paid in full and in accordance with the agreement.
10. Warranties
10.1. The products supplied by the Supplier meet the usual requirements and standards that can reasonably be set at the time of delivery and for which they are intended under normal use.
10.2. The provisions of the previous paragraph apply to products intended for use within the Netherlands. When used outside the Netherlands, the Customer must check whether the products are suitable for use there and meet the conditions set for them.
10.3. The Customer is obliged to notify the Supplier of any complaints in the context of the guarantees within 2 (two) months after discovery.
10.4. The Customer is not entitled to any warranty if defects and/or errors are the result, in whole or in part, of incorrect, careless or incompetent use. This also includes, but is not limited to, use for purposes and/or applications other than those for which the delivered products are intended.
10.5. If the warranty relates to a product manufactured by a third party, then the warranty is limited to the warranty provided by the manufacturer of this product.
11. Price and Payment
11.1. All prices stated by the Supplier in the Offer are in euros and include turnover tax (VAT), unless explicitly stated otherwise.
11.2. If products are delivered to countries outside the European Union, additional costs may arise for which the Supplier is not responsible, such as customs duties, taxes or credit institution transfer or exchange fees. These costs are always for the account of the Customer, as well as any costs for transferring amounts of money, regardless of where the products are delivered.
11.3. Unless otherwise stipulated in the Agreement, the amounts owed by the Customer must be paid within 14 (fourteen) days after the conclusion of the Agreement.
11.4. The Customer guarantees the correctness of the payment details it provides to the Supplier. The Customer shall immediately report any inaccuracies or imperfections in the payment details provided by it or stated by the Supplier to the Supplier.
11.5. If the Customer does not meet its payment obligation(s) in time, it will be in default by operation of law. After the Supplier has pointed out the late payment to the Customer and the Supplier has granted the Customer a term of 14 (fourteen) days to still meet its payment obligations, the Customer will be entitled to the statutory interest on the amount owed and the Supplier is in that case entitled to charge the extrajudicial collection costs to the Customer. The extrajudicial collection costs will be calculated in accordance with the Scale of Extrajudicial Collection Costs (BIK).
11.6. In the event of liquidation, (application for) suspension of payment or bankruptcy, debt rescheduling or any other circumstance as a result of which the Customer can no longer freely dispose of its assets, the Supplier is entitled, without prejudice to its other contractual and/or statutory rights, to To terminate the agreement with immediate effect without the Supplier being subject to any obligation, such as the obligation to pay compensation. The claims of the Supplier against the Customer are immediately due and payable in these cases.
12. Intellectual Property Rights
12.1. All Intellectual Property Rights to all goods and/or services delivered under the Agreement and/or works developed or made available, such as designs, items, services, know-how, logos, video clips, films, photos, texts, trade names and brands and /or other information that may be subject to Intellectual Property Rights rests with the Supplier and/or its licensor(s).
12.2. The Customer will only receive the rights of use and powers to which it is entitled under the Agreement or the law. Unless expressly agreed otherwise in writing, the Client only acquires a non-exclusive, non-transferable and non-sublicensable right to use the works developed or made available by the Supplier for its own use and exclusively for the intended purpose of the Agreement.
13.Privacy
13.1. During the use of the Website, the performance of the Agreement and the Customer's visit to the Supplier, the Customer may provide data to the Supplier and the Supplier may collect data from the Customer. If this data contains Personal Data, it will be processed in accordance with applicable laws and regulations. If the Supplier qualifies as a controller within the meaning of the GDPR, the Supplier will process this Personal Data in accordance with its Privacy Statement.
14. Liability
14.1. The Supplier does not accept any liability for damage resulting from the provision of the services and/or the products or from an unlawful act or otherwise, insofar as this is permitted under mandatory law.
14.2. If, without prejudice to the foregoing, the Supplier is liable to the Customer for damage, for whatever reason, then the Supplier is, insofar as this is permitted under mandatory law, only liable for direct damage suffered by the Customer per event (a series of consecutive events counts as one event) up to the amount that is paid out under the insurance of the Supplier in the relevant case.
14.3. If, and for whatever reason, no payment should be made under an insurance policy, insofar as this is permitted under mandatory law, the Supplier's liability is limited to a maximum of the amount that the Supplier has received from the Customer for the performance of which the damage is the result.
14.4. Direct damage is exclusively understood to mean:
14.4.1. material damage to property;
14.4.2. reasonable costs incurred to prevent or limit direct damage that could be expected as a result of the event on which the liability is based; and
14.4.3. reasonable costs incurred to determine the cause of damage.
14.5. Insofar as permitted by mandatory law and contrary to the foregoing, the Supplier's liability for damage due to death or physical injury is limited to an amount of € 1,250,000 (one million two hundred and fifty thousand euros).
14.6. Any liability liability of the Supplier for indirect damage is excluded. Indirect damage is understood to mean all damage that is not direct damage, as defined above, including in any case consequential damage. Consequential damage includes losses, missed savings, reduced goodwill, damage due to business interruption, damage as a result of claims from Customers' customers and costs incurred to prevent or determine consequential damage.
14.7. The exclusions and limitations of liability included in this article only lapse in the event of intent and/or deliberate recklessness on the part of the Supplier and/or its management.
14.8. Unless performance by the Supplier is permanently impossible, the liability of the Supplier due to an attributable shortcoming in the performance of the agreement only arises if the Customer gives Supplier notice of default, whereby the Supplier is granted a reasonable term for the repair of the shortcoming, and the Supplier also after that term imputably continues to fail in the fulfillment of its obligations.
14.9. Any claim for damages by the Customer that has not been specified and explicitly reported by the Customer will lapse by the mere lapse of 24 (twenty-four) months after the claim arose. This does not affect the Customer's duty to complain.
14.10. The Customer guarantees the correctness and completeness of and is responsible for the data it provides to the Supplier. The Supplier is never liable for damage suffered by the Customer as a result of incorrect or incomplete information provided by it.
15. Force majeure
15.1. The Supplier cannot be held to fulfill an obligation under the Agreement nor is it liable towards the Customer in the event of force majeure. Force majeure includes, among other things, illness of employees and/or absence of employees who are crucial to the delivery of the services and/or products, interruptions in the supply of electricity, strikes, riots, war, government measures, fire, natural disasters, floods, shortcomings in suppliers of the Supplier, shortcomings of third parties engaged by the Supplier, hardware failures, failures in (telecommunication) networks, epidemics, pandemics, government measures and all other external causes beyond the Supplier's control.
15.2. If the force majeure continues for at least 30 (thirty) days, both the Supplier and the Customer are entitled to dissolve the agreement, without being obliged to pay compensation for any damage in connection with this dissolution.
16. Term and Termination of the Agreement
16.1. If and insofar as the Agreement between the Parties is a continuing performance agreement, the agreement has been entered into for the term agreed therein, failing which the term of 1 (one) year will apply.
16.2. The agreement for a fixed term between the Supplier and the Consumer will be tacitly converted into an agreement for an indefinite period after the end of this fixed term, unless the Supplier or the Consumer terminates the agreement in writing with due observance of a notice period of 1 (one) month before the end of the relevant period.
16.3. The fixed-term agreement between the Supplier and the Customer, not being a Consumer, will be tacitly extended after the end of this fixed term for the same period, unless the Supplier or the Customer, not being a Consumer, terminates the agreement in writing with due observance of a notice period. of 1 (one) month before the end of the relevant period.
16.4. The parties can terminate the agreement for an indefinite period at any time with due observance of a notice period of 1 (one) month.
16.5. Each Party is authorized to dissolve the Agreement as a result of a shortcoming in the fulfillment of the Agreement, if the other Party continues to fail in the fulfillment of the Agreement, even after proper notice of default and the expiry of the reasonable periods specified therein.
16.6. The performances already performed by the Supplier prior to the dissolution and the associated payment obligation(s) of the Customer will not be subject to cancellation in the event of dissolution.
16.7. Amounts that the Supplier has invoiced before the termination of the Agreement in connection with what it has already performed or delivered for the performance of the Agreement, remain due and become immediately due and payable at the time of termination of the Agreement.
16.8. All provisions of the Agreement and these Terms and Conditions that are intended to survive termination of the Agreement will survive such termination. These provisions include (but are not limited to) the provisions regarding the exclusions and limitations of the Supplier's liability, the Intellectual Property Rights, the applicable law, the gthe court and this provision.
17. Consumer's right of withdrawal upon delivery of products
17.1. The Consumer can dissolve a Distance Agreement with regard to the delivery of a product within a reflection period of 14 (fourteen) days without giving reasons. The Supplier may ask the Consumer about the reason for dissolution, but the Consumer is not obliged to state this.
17.2. The cooling-off period referred to in the previous paragraph commences on the day after:
17.2.1. the day on which the Consumer or a third party designated by the Consumer, who is not the carrier, has received the product;
17.2.2. the day on which the Consumer or a third party designated by the Consumer, who is not the carrier, has received the last product, if the Consumer has ordered several products in the same order that are delivered separately;
17.2.3. the day on which the Consumer or a third party designated by the Consumer, who is not the carrier, has received the last shipment or the last part if the delivery of a product consists of several shipments or parts; or
17.2.4. the day on which the Consumer or a third party designated by the Consumer, who is not the carrier, has received the first product for an agreement that extends to the regular delivery of products during a certain period.
18. Consumer's right of withdrawal when providing services
18.1. The Consumer can dissolve a Distance Agreement with regard to the provision of a service up to 14 (fourteen) days after the day on which the Distance Agreement was concluded without giving reasons. The Supplier may ask the Consumer about the reason for dissolution, but the Consumer is not obliged to state this.
19. Obligations of the Parties in the context of the Right of Withdrawal
19.1. During the cooling-off period, the Consumer will handle the product and the packaging with care. The consumer will only unpack or use the product to the extent necessary to determine the nature, characteristics and operation of the product. The starting point here is that the Consumer may only handle and inspect the product as he would be allowed to do in a shop.
19.2. The costs for returning a product on the basis of the Right of Withdrawal are borne by the Consumer.
19.3. When the Consumer makes use of the Right of Withdrawal, the Supplier will reimburse all payments received from the Consumer, including any delivery costs charged by the Supplier for the returned product. The delivery costs charged by the Supplier will not be reimbursed to the Consumer if the returned product is part of an order with multiple products and not all products are returned. If the Consumer has opted for a more expensive method of delivery of the product than the cheapest standard delivery, the Supplier is only obliged to reimburse the amount for the cheapest standard delivery,
19.4. For reimbursement, the Supplier uses the same payment method that the Consumer used for the original transaction, unless the Consumer agrees to the use of a different payment method.
20. Exclusions from the Right of Withdrawal
20.1. Excluded from the Right of Withdrawal are Distance Agreements:
20.1.1. with regard to products or services whose price is subject to fluctuations in the financial market over which the Supplier has no influence and which may occur within the Reflection Period;
20.1.2. where the Consumer has specifically requested the Supplier to visit him to carry out urgent repairs or maintenance, with the exception of:
20.1.2.1. additional services that the Consumer has not expressly requested;
20.1.2.2. the delivery of products other than those necessary to carry out maintenance or repairs;
20.1.3. with regard to products manufactured according to the Consumer's specifications, which are not prefabricated and which are manufactured on the basis of an individual choice or decision of the Consumer, or which are clearly intended for a specific person;
20.1.4. with regard to products that are irrevocably mixed with other items after delivery due to their nature;
20.1.5. with regard to products that are not suitable to be returned for reasons of health protection or hygiene and of which the seal has been broken after delivery;
20.1.6. with regard to the provision of services, after fulfillment of the agreement, if the fulfillment has begun with the express prior consent of the Consumer and the Consumer has declared that he waives his Right of Withdrawal as soon as the Supplier has fulfilled the agreement.
21. Complaints
21.1. The Customer can report any complaints to the Supplier's customer service.
21.2. Complaints about the implementation of the Agreement must be made to the Supplier within a reasonable time after the complaint has arisen at the Customer eld. The Customer must fully and clearly describe the complaint and report it to the Supplier.
21.3. The Supplier will handle the complaints within a reasonable period of time and will endeavor to do so within a period of 14 (fourteen) days. This term commences when the complaint is received by the Supplier. If the handling of a complaint is expected to take longer, the Supplier will make every effort to inform the Customer and also to state an indicative term for handling the complaint.
21.4. The Customer must in any case give the Supplier 4 (four) weeks to resolve the complaint in mutual consultation. If it is not possible to resolve the complaint within 4 (four) weeks, the Customer is free to start a dispute procedure after the expiry of that period in accordance with the following article.
22. Governing Law and Disputes
22.1. Dutch law is exclusively applicable to the Agreement, the Offer, the General Terms and Conditions, and all legal acts and disputes arising therefrom, unless mandatory law prescribes otherwise.
22.2. The applicability of the Vienna Sales Convention is excluded.
22.3. The competent court of the district in which the Supplier is established has exclusive jurisdiction to take cognizance of any disputes between the Parties, unless mandatory law prescribes otherwise.
23. Other Provisions
23.1. In these General Terms and Conditions, “in writing” also includes communication by e-mail, provided that the identity of the sender and the integrity of the content of the communication are sufficiently established.
23.2. A deviation from these General Terms and Conditions is only valid if agreed in writing. Any verbal promises and agreements have no effect, unless they have been confirmed in writing by the Supplier.
23.3. The Supplier is at all times entitled to change and/or supplement these General Terms and Conditions. The most current General Terms and Conditions will be available on the Website or will be brought to the attention of the Customer during the execution of the Agreement. If the amendment to the General Terms and Conditions results in the performance to be provided by the Supplier deviating materially from the performance promised by the Supplier, the Consumer has the authority to dissolve the Agreement.
23.4. The Supplier is entitled to transfer its rights and/or obligations arising from the Agreement to third parties, on the understanding that the Consumer then has the authority to dissolve the Agreement. The Customer is not entitled to transfer the rights and/or obligations under the Agreement to a third party.
23.5. Neither the General Terms and Conditions, nor the Agreement, nor any other agreement between Supplier and Customer shall create any form of employment relationship, partnership or any other legal relationship between Supplier and Customer.
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