GENERAL CONDITIONS OF WOODCHOOPER

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1 GENERAL

1.1 These general terms and conditions have been filed with the Chamber of Commerce under the KvK number 37119071 and apply to all tenders, offers, orders, agreements, whatever their name, regarding by WOODCHOPPER hereinafter referred to as “WOODCHOPPER”, to third parties, hereinafter referred to as the “customer”, the performance of deliveries of products and/or services, unless the parties have expressly agreed otherwise in writing.

1.2 These general terms and conditions shall at all times take precedence over any other terms and conditions of the customer, however named, unless the parties have expressly agreed otherwise in writing.

2 OFFERS AND PROMOTIONS

2.1 All offers and quotations from WOODCHOPPER are completely non-binding and do not bind WOODCHOPPER.

2.2 If a renewal period is included in an offer or quote, WOODCHOPPER will no longer be obliged to maintain its offer after the expiry of this period.

2.3 An agreement as referred to in Article 3 of these general conditions does not always require an offer or tender in advance.

2.4 Any offer or quote is based on the execution of the agreement under normal circumstances and working hours.

3 AGREEMENTS

3.1 Agreements are first concluded by written confirmation of the order, in any form whatsoever, or after WOODCHOPPER has given the start of execution of the order for the delivery of a product or service. If, under certain circumstances, for example because of the nature, scope or urgency of the order, WOODCHOPPER has not sent a confirmation of the order, the invoice shall be deemed to be such.

3.2 Any acceptance that deviates from the offer made by WOODCHOPPER shall be deemed a new offer and may at any time be rejected by WOODCHOPPER. In that case, an agreement will only be concluded if and to the extent that WOODCHOPPER explicitly agrees in writing with the changes and/or additions made by the customer to the offer originally made by WOODCHOPPER.

3.3 WOODCHOPPER reserves the right to revoke an offer already accepted by the customer, whether or not stipulated in a written agreement, within a reasonable period after WOODCHOPPER has been informed of this acceptance. Revocation of an offer already accepted by the customer will never result in any form of liability for WOODCHOPPER. The right of revocation described above for an already accepted offer shall expire as soon as WOODCHOPPER has sent a written confirmation of the order.

3.4 Oral commitments, agreements or other legal acts bind WOODCHOPPER only if they have been made by express written proxies or otherwise authorized representatives of WOODCHOPPER.

3.5 Articles 20 to 32 of these general conditions apply only to offers by WOODCHOPPER to a customer not engaged in the practice of a profession or business (hereinafter referred to as a “consumer”or“Consumers”) and all agreements concluded between WOODCHOPPER and a consumer at a distance. A distance agreement concerns an agreement that is concluded between WOODCHOPPER and the consumer within the framework of an organized system for the distance sale of products and/or services, in which, until the conclusion of the agreement, only one or more means that can be used to conclude an agreement are used, without the consumer and WOODCHOPPER having to be in the same room at the same time (hereinafter the “technology for remote communication”The agreement concluded between WOODCHOPPER and the consumer is hereby referred to as the “distance contract”mentioned). The articles preceding Article 20 apply, unless otherwise stated, to both business customers and consumers. In the event that the content of a provision in Articles 20 to 32 differs in any way from the content of any provision in the preceding Articles 1 to 19 of these general terms and conditions, the provision as set out in Articles 20 to 32 shall prevail.

4 CANCELLATIONS

4.1 The customer’s cancellation of the agreement is only possible with the prior express written consent of WOODCHOPPER. If WOODCHOPPER agrees to the cancellation of the agreement, it shall always have the right to charge the customer 10% of the principal amount as a result of loss of profit. In addition, the customer is obliged to reimburse all costs incurred by WOODCHOPPER in connection with the agreement and any damage suffered or yet to be suffered by WOODCHOPPER.

4.2 Agreements relating to products purchased specifically by WOODCHOPPER for the customer may not be cancelled unless the products in question have not yet been purchased by WOODCHOPPER and WOODCHOPPER can still cancel the purchase itself. In such cases, the provisions set out in the preceding paragraph will also apply.

4.3 In the event of cancellation, the customer cannot claim any compensation for what has already been performed by WOODCHOPPER.

4.4 Cancellation by the customer must always be made by registered letter addressed to WOODCHOPPER.

5 DELIVERY AND RETURNS

5.1 Unless otherwise agreed in writing, delivery shall be made EXW (at the factory, see Incoterms 2020). A product shall be considered delivered with respect to the delivery time when it is available for transfer of possession to the customer, or at least can be brought into their possession.

5.2 Delivery terms are only given approximately and are not binding on WOODCHOPPER unless the parties have expressly agreed otherwise in writing. Exceeding the delivery deadline, for whatever reason, does not entitle the customer to the entire or partial dissolution of the agreement.

5.3 WOODCHOPPER is at all times entitled to make partial deliveries. For the purposes of these general conditions, each partial delivery shall be considered a separate delivery.

5.4 Exceeding the delivery deadline, or non-delivery, may only entitle the customer to damages if the parties have expressly agreed to this in writing. If WOODCHOPPER is liable due to exceeding a delivery deadline, this liability shall always be limited to the damage for which WOODCHOPPER is insured, or at least had to be insured according to common law. Consequential damage is always excluded.

5.5 Products that have not been picked up by the customer after the delivery period has expired remain at the disposal of WOODCHOPPER and are stored by WOODCHOPPER at the customer’s expense and risk.

5.6 The customer is obliged to inspect the delivered products and/or performed work upon delivery for any defects or damage and to notify WOODCHOPPER thereof in writing as soon as possible, but in the case of visible defects no later than three days after the delivery of the products or the completion of the work, with precise specification of the facts on which the claim is based. Claims regarding non-visible defects must be made immediately upon discovery, but in any case within the applicable warranty period, also by means of a specified, written notification. Any claim regarding the relevant defects shall be extinguished in respect of such defects upon exceeding the aforementioned deadlines. Legal claims relating to defects or damage must be filed within one year of timely advertising, or they will lapse.

5.7 Minor and/or industry-standard deviations and differences in quality, color, size, etc. can never constitute grounds for complaints.

5.8 If the customer has not claimed within the period mentioned in paragraph 6, he is deemed to have accepted the delivered goods and loses all rights and powers that are granted to him by law in this regard.

 

6 LEGAL REQUIREMENTS

6.1 The products supplied by WOODCHOPPER will comply with the legal requirements in the Netherlands in effect on the day the agreement is concluded, including those relating to safety.

6.2 If legal regulations that have been changed between the date of conclusion of the agreement and the delivery come into effect, of which it is known in advance that they will be in effect for the delivery, then the relevant products will, if possible, be adapted to these new regulations. All related costs are the customer's responsibility.

 

7 WARRANTY

7.1 The warranty mentioned in this article does not affect the statutory rights (including the right under Book 7 of the Civil Code that the item corresponds to the agreement upon delivery) that the consumer has in this respect.

7.2 WOODCHOPPER only guarantees the quality of the products in the condition in which they are at the time of delivery and only guarantees that the products have the characteristics necessary for their normal use.

7.3 WOODCHOPPER does not provide any other guarantee for the products it supplies than that provided by its suppliers. This guarantee applies exclusively during the warranty periods set by its suppliers.

7.4 The warranty provided by WOODCHOPPER through its suppliers means that WOODCHOPPER will repair or replace the products after it has received the defective returned products from the customer. The warranty does not oblige WOODCHOPPER to credit any invoice amounts.

7.5 WOODCHOPPER does not provide a warranty on second-hand products delivered, unless the parties have expressly agreed otherwise in writing.

7.6 The warranty claims expire:

1. if the customer has not informed WOODCHOPPER in writing of the defects within five days after the day on which the defects were discovered, or at least within a reasonable time thereafter;
2. if the customer cannot prove that the instructions and guidance for use, maintenance and operation provided by WOODCHOPPER or the relevant supplier have been followed correctly;
3. if the customer has nevertheless had third parties carry out repairs or other work on the delivered goods without the express written consent of WOODCHOPPER, or has made any changes to them;
4. if the customer fails to comply with any obligation arising from the agreement or a related agreement, or if WOODCHOPPER impedes its investigation into the cause of the defect;
5. from the moment the products are incorporated into other products;

7.7 If WOODCHOPPER replaces products in order to fulfill its warranty obligations, the replaced products shall become the property of WOODCHOPPER.

7.8 WOODCHOPPER is not responsible for the capacity, properties or legal permissibility of products supplied by WOODCHOPPER if they are used in a manner other than intended or if changes are made to the products by the customer or third parties without WOODCHOPPER’s permission.

 

8 PROPERTY RESERVES AND RETENTION RIGHTS

8.1 All products supplied by or on behalf of WOODCHOPPER remain the property of WOODCHOPPER and at the expense and risk of the customer until all claims that WOODCHOPPER has or obtains from the customer under any agreement have been fully satisfied. Unless expressly agreed in writing by WOODCHOPPER, the customer is not entitled to claim these products.

8.2 If the customer fails to fulfill any obligation under the agreement, these general terms and conditions, or for any other reason, WOODCHOPPER is entitled, without further notice of default, to withdraw the products. In such a case, WOODCHOPPER is entitled to unrestricted access to the products supplied by it. The customer will then also provide WOODCHOPPER with all assistance to enable it to exercise its ownership reservation.

8.3 The customer is obliged to immediately notify WOODCHOPPER in writing of the fact that third parties are claiming rights to products on which WOODCHOPPER has a retention of title right.

8.4 As a guarantee for the correct payment of all claims, of whatever nature, WOODCHOPPER furthermore obtains a lien by entering into an agreement with the customer, which is valid until the full payment of all products that WOODCHOPPER has delivered and that are still under the customer’s control.

8.5 The products supplied by WOODCHOPPER are at the customer’s expense and risk from the moment of delivery, even if ownership has not yet been transferred. The customer is obliged to adequately insure the products against fire, theft, third-party claims and own risk by the time of full payment. The customer is deemed to have transferred his rights arising from this insurance agreement to WOODCHOPPER by the time of full payment. Upon request from WOODCHOPPER, the customer must provide the relevant insurance company.

8.6 WOODCHOPPER is not bound by any warranty to the customer, regarding their liability as the holder of the products.

8.7 The customer indemnifies WOODCHOPPER against claims that third parties have or may have against WOODCHOPPER and that may be related to the retention of title created.

8.8 If the customer fails to pay the costs associated with the execution of the agreement in full or in part, WOODCHOPPER is at all times entitled to exercise the right of retention over all the items to which the execution of the agreement relates and which it actually holds in its possession within the framework of the agreement.

9 REWARDS

9.1 Return of products, other than due to incorrect delivery, is only possible if WOODCHOPPER has explicitly agreed to it in writing.

9.2 Products that are not in good condition, or whose packaging is no longer in good condition, cannot be returned to WOODCHOPPER, solely for the assessment of WOODCHOPPER.

9.3 Returns must be accompanied by a packing slip, which shows the date and number of the delivery receipt, or the invoice from WOODCHOPPER. Products that cannot be proven to have been delivered by WOODCHOPPER are not eligible for a credit. The same applies to products whose quantity does not correspond to the standard packaging unit.

9.4 Credit notes relating to the products returned by the customer are calculated according to the prices and discounts applicable at the date of crediting. However, the amount of the credit note will never exceed the amount of the debit invoice relating to it.

 

10 PRIZES

10.1 The prices quoted by WOODCHOPPER are net prices and exclude sales tax and other government charges that apply to the sale and/or delivery and/or execution of the agreement. The prices quoted by WOODCHOPPER are based on prices as they apply on the day of the offer.

10.2 Unless otherwise agreed in writing, prices are based on delivery EXW (factory price, see Incoterms 2020).

10.3 If one or more of the applicable cost factors, such as labor costs, materials, taxes, premiums, duties, exchange rates of foreign currencies, undergoes an increase after the date of conclusion of the agreement, even if this occurs due to foreseeable circumstances, WOODCHOPPER is entitled to increase the agreed price accordingly.

10.4 After a price change, WOODCHOPPER is entitled to adjust any agreed-upon late payment in proportion.

 

11 PAYMENT TERMS

11.1 Payment by the customer must, after deducting any paid advance or deposit, be made no later than upon delivery of the products or after the provision of the services, unless the parties have expressly agreed in writing that payment must be made within 14 (fourteen) days of the invoice date, to a bank account designated by WOODCHOPPER and without any offsetting or withholding other than as mentioned above.

11.2 WOODCHOPPER is at all times entitled to require the customer to pay in advance in full or in part. In the event that the customer exceeds any credit limit expressly agreed upon in writing by the parties, delivery of a product or service may only take place after payment in advance.

11.3 Unless parties have expressly agreed otherwise in writing, payment must be made in euros.

11.4 The customer is in default, without any further notice of default of any kind being required, if he fails to comply with his payment obligation or any other obligation arising from the agreement with WOODCHOPPER, these general terms and conditions or the law.

11.5 The claim for partial or full payment of the agreed price is immediately due if the customer becomes bankrupt, requests a moratorium on payments or if she has applied for guardianship proceedings, if any attachment is placed on the customer’s products and/or claims and if she dies or enters into liquidation.

11.6 If payment of an invoice has not been made in a timely manner, WOODCHOPPER is entitled, after the expiry of the relevant period, to charge the customer, if applicable retroactively to the invoice date, a delay interest of 1.5% per month, with a portion of a month being calculated as a full month.

11.7 The customer is liable for all costs incurred by his failure to pay or late payment, including legal and extrajudicial costs, attorney fees and bailiffs, as well as those costs that are not included in the principal amount. These extrajudicial costs are fixed at 15% of the principal amount, with a minimum of €150, plus the applicable VAT.

11.8 If WOODCHOPPER requests the customer’s bankruptcy, in addition to the principal amount, interest and non-judicial costs, it is also required to pay the costs of the bankruptcy application.

12 CONNECTION

12.1 If the customer fails, fails to comply in a timely manner or in a proper manner with the obligations arising from any agreement concluded with WOODCHOPPER, as well as in the event of bankruptcy or suspension of payments, administration of the customer’s affairs or the closure or liquidation of its business, it shall be deemed to be in default by operation of law and WOODCHOPPER shall be entitled, without judicial intervention and without further notice of default, to terminate any of these agreements in whole or in part, without being liable to the customer or third parties for any form of compensation and without prejudice to the rights of WOODCHOPPER that otherwise accrue to it, including WOODCHOPPER’s right to compensation for lost profits, incurred costs and other losses suffered or to be suffered.

12.2 If the provisions of the first paragraph apply and the customer benefits from an advantage that he would not have enjoyed in the event of proper performance, WOODCHOPPER shall in any case be entitled to compensation for damages amounting to at least the amount of that advantage, without prejudice to any other rights that WOODCHOPPER may have under the agreement, these general terms and conditions and the law.

13 FORCE MAJEURE

13.1 WOODCHOPPER has the right, forced to do so by force majeure, to terminate the agreement without judicial intervention or to suspend it, without being obliged to pay any form of compensation.

13.2 Force majeure includes all causes that are reasonably beyond the influence of WOODCHOPPER (including war, war threat, natural disasters, pandemics or epidemics, weather conditions, strikes at the own company or a supplier company, late or incorrect deliveries from suppliers, etc.), and which prevent the full or partial execution of the agreement.

13.3 If the force majeure situation is only temporary in nature, WOODCHOPPER also has the right to suspend the execution of the delivery order until the time when the force majeure situation has ended.

13.4 If the execution of the work becomes impossible due to a circumstance beyond WOODCHOPPER’s control, WOODCHOPPER is entitled to payment by the customer for the part of the agreed price that has already been completed, plus any costs incurred.

13.5 If the delivery becomes impossible due to actions of the customer or government regulations, WOODCHOPPER is entitled to payment by the customer of the agreed price, plus any costs, and reduced by the savings from non-completion.

14 CHANGED CONDITIONS

14.1 If it becomes apparent that an order provided to WOODCHOPPER or a part thereof cannot be executed as originally intended due to circumstances beyond WOODCHOPPER’s control, WOODCHOPPER will inform the customer as soon as possible. WOODCHOPPER will then indicate the financial consequences, with the agreed change being accounted for as either additional work or a reduction in work.

15 LIABILITY AND DISCLAIMER

15.1 WOODCHOPPER is only liable for damage caused to the customer or to third parties, which is solely and directly the result of intent and/or gross negligence on the part of WOODCHOPPER, subject to the proviso that only that damage is eligible for compensation for which WOODCHOPPER is insured, or which should have been insured under the customary practices in its industry.

15.2 WOODCHOPPER is never liable for damage that has arisen due to intent and/or gross negligence on the part of the assisting personnel.

15.3 In the event that WOODCHOPPER, contrary to the above, is liable for damage and this damage is not due to intent or gross negligence on the part of WOODCHOPPER, then WOODCHOPPER’s liability shall always be limited to direct damage to goods or persons and shall never extend to any business losses or other consequential damages, including loss of income. Furthermore, WOODCHOPPER’s liability shall be limited to that damage and to the maximum amounts against which WOODCHOPPER is insured, or which it would have been reasonably insured against.

15.4 The provisions set out in the previous paragraph apply only to the extent that the liability under the agreement, the general terms and conditions or the law has not already been further limited.

15.5 The customer indemnifies WOODCHOPPER against all claims relating to any damage caused by or in connection with the product or its ownership or use directly or indirectly by third parties, in any way whatsoever, insofar as this goes beyond WOODCHOPPER’s liability towards the customer under the provisions of these general terms and conditions.

15.6 The customer indemnifies WOODCHOPPER against all claims by him or third parties caused by a defect in the product that is also caused by the conduct of the customer or his subordinates.

15.7 If in a judicial proceeding any provision mentioned in this article is found to be unreasonable or objectionable, only compensation is available, which shall be limited to the maximum amount for which WOODCHOPPER is insured, or to which WOODCHOPPER would reasonably have been insured, taking into account the practices in the industry applicable to the matter.

16 INTELLECTUAL PROPERTY RIGHTS

16.1 WOODCHOPPER (or its licensor(s)) reserves all intellectual property rights (including copyright, patent rights, trademark rights, design and model rights, etc.) on all its designs, drawings, writings, software, data carriers or other information, quotations, images, sketches, models, etc., unless the parties have agreed otherwise in writing.

16.2 Without the express written consent of WOODCHOPPER (or its licensor(s)), the rights mentioned in the preceding paragraph may not be copied, displayed to third parties and/or made available or otherwise used other than in the manner agreed with WOODCHOPPER (or its licensor(s)) and/or for a purpose other than that for which they were provided.

16.3 WOODCHOPPER reserves the right to use the knowledge gained as a result of the execution of the work, including the services provided by WOODCHOPPER, for other purposes, provided that no confidential information is disclosed to third parties in this context.

17 CONFIDENTIALITY

17.1 The customer is obliged to keep all confidential information made available to him or one of his subordinates by WOODCHOPPER confidential. Confidential information includes, in any case, WOODCHOPPER’s business data. The customer undertakes to impose a written confidentiality obligation on its personnel and/or third parties involved in the execution of the agreement to the extent that this provision applies. This article does not apply to information that the customer has legitimately obtained from third parties or that has been made generally known by WOODCHOPPER itself.

 

18 DIFFERENT

18.1   Non-transferability – The customer is not entitled to transfer the rights and obligations under an agreement concluded with WOODCHOPPER to a third party without WOODCHOPPER’s consent.

18.2   Outsourcing – WOODCHOPPER is authorized to use the services of third parties in the execution of an agreement with the customer, either in subcontracting, by hiring personnel, or otherwise.

18.3   Changes – Changes to the agreement with the customer are only valid if and insofar as they have been agreed in writing with WOODCHOPPER.

18.4   Divisibility – Should any provision in an agreement with the customer be null and void or be judged to be so by a court of law, this will not affect the validity and enforceability of the relevant agreement, insofar as it concerns provisions other than the invalid provision. In such a case, the parties will take all necessary action to enable its implementation and, if necessary, to reach agreement regarding an adapted text of the relevant invalid or void provision. In the aforementioned situations, the parties will act as much as possible in accordance with the spirit and intent of the invalid or void provision.

 

19 DISPUTES AND APPLICABLE LAW

19.1 All disputes, whether named as such or not – including those that are only considered such by one of the parties – that may arise between the customer and WOODCHOPPER in connection with the agreement or agreements that result from it, shall be subject to the jurisdiction of the court of the Middle Netherlands.

19.2 All agreements to which these general terms and conditions apply in whole or in part are governed exclusively by Dutch law.

19.3 The provisions of the Vienna Sales Convention do not apply, nor does any future international agreement concerning the sale of movable goods whose operation can be excluded by the parties.

20 CONDITIONS THAT ONLY APPLY TO A CONSUMER

20.1 The provisions set out in this article and the following articles apply only to offers made by WOODCHOPPER to a consumer (as defined in Article 3.5 of these terms and conditions) and all agreements concluded between WOODCHOPPER and a consumer remotely.

20.2 Before the distance agreement is concluded, the text of these general terms and conditions shall be made available to the consumer. If this is not reasonably possible, WOODCHOPPER shall indicate, before the distance agreement is concluded, how these general terms and conditions can be viewed at WOODCHOPPER and that they will, at the request of the consumer, be sent free of charge as soon as possible.

20.3 If the agreement is concluded electronically, by way of derogation from the previous paragraph and before the agreement is concluded electronically, the text of these general terms and conditions may be made available to the consumer by electronic means in such a way that it can be easily stored by the consumer on a durable data carrier. A durable data carrier means any device – including email – that enables the consumer or WOODCHOPPER to store information that is personally addressed to them in a manner that allows for future consultation or use over a period of time that is aligned with the purpose for which the information is intended, and that enables unchanged reproduction of the stored information (hereinafter referred to as a “sustainable data carrier”).

20.4 If execution of what is stated in the third paragraph is not reasonably possible, before the agreement is concluded by distance, WOODCHOPPER will indicate where the general terms and conditions can be taken knowledge of electronically and that the general terms and conditions will be sent free of charge by electronic means or by other means at the request of the consumer.

20.5 In the event that in addition to these general terms and conditions specific product or service terms and conditions also apply, the second, third and fourth paragraphs of this article shall apply mutatis mutandis and the consumer may, in the event of conflicting terms and conditions, always rely on the applicable provision that is most favorable to him.

 

21th offer to a consumer

21.1 If an offer from WOODCHOPPER has a limited validity period or is made subject to conditions, this will be explicitly stated in the relevant offer.

21.2 The offer contains a complete and accurate description of the products offered. The description is sufficiently detailed to enable a good assessment of the offer by the consumer. If WOODCHOPPER uses images, these are a representation of the products offered as faithfully as possible. Obvious errors or obvious errors in the offer do not bind WOODCHOPPER.

21.3 Each offer contains information that is clear to the consumer about the rights and obligations associated with the acceptance of the offer.

22 THE AGREEMENT BETWEEN WOODCHOPPER AND A CONSUMER

22.1 The distance contract shall, subject to the provisions of paragraph 4 of this article, be concluded at the time the consumer accepts the WOODCHOPPER offer and meets all the conditions set out therein.

22.2 If the consumer has accepted the offer via electronic means, WOODCHOPPER shall immediately confirm by electronic means the receipt of the acceptance of the offer. As long as the receipt of this acceptance has not been confirmed by WOODCHOPPER, the consumer may terminate the distance contract.

22.3 If the agreement is concluded electronically, WOODCHOPPER shall take appropriate technical and organizational measures to secure the electronic transmission of data and ensure a secure web environment. If the consumer can pay electronically, WOODCHOPPER will take appropriate security measures to this end.

22.4 WOODCHOPPER may, within the legal framework, verify whether the consumer is able to meet his payment obligations, as well as all those facts and factors that are relevant for the responsible conclusion of the distance contract. If WOODCHOPPER has good reason to conclude the distance contract, it is entitled to refuse an order or request, or to impose special conditions on its execution, based on this investigation.

22.5 WOODCHOPPER shall, no later than upon delivery of the product to the consumer, send the following information, in writing or in such a way that it can be stored by the consumer in an accessible manner on a durable data carrier:

1. the address of WOODCHOPPER where the consumer can submit complaints;
2. the conditions under which and the manner in which the consumer exercises the right of withdrawal (the possibility for the consumer to withdraw from the distance contract within the cooling-off period (as further defined herein), hereinafter referred to as the “right of withdrawal”) may use, or a clear notice regarding the exclusion of the right of withdrawal;
3. the information about warranties and existing after-sales service;
4. the price, including all taxes, of the product; where applicable, the costs of delivery; and the method of payment, delivery or performance of the agreement at a distance;
5. if the consumer has a right of withdrawal, the model form for withdrawal: the European model form for withdrawal included in Annex 1 to these general conditions (hereinafter the “Form for withdrawal”);

 

23 RIGHT OF REVOCATION

23.1 The consumer may conclude a distance contract regarding the purchase of a product during a cooling-off period of at least 14 (fourteen) days (hereinafter the “cooling-off period”) without giving reasons for dissolution. WOODCHOPPER may ask the consumer about the reason for the withdrawal, but not oblige them to state their reason(s).

23.2 The cooling-off period referred to in paragraph 1 of this article begins on the day after the consumer, or a third party designated in advance by the consumer who is not the carrier, has received the product, or:

1. if the consumer has ordered multiple products in the same order: the day on which the consumer, or a third party designated by them, received the last product. WOODCHOPPER may, provided that it has clearly informed the consumer thereof in advance of the ordering process, refuse to accept an order of multiple products with a different delivery time.
2. if the delivery of a product consists of several shipments or parts: the day on which the consumer, or a third party designated by them, received the last shipment or the last part;
3. in the case of contracts for the regular delivery of products over a specified period: the day on which the consumer, or a third party designated by them, has received the first product.

 

24 REQUIREMENTS OF THE CONSUMER DURING THE REMEDIAL PERIOD

24.1 During the cooling-off period, the consumer must treat the product and its packaging with care. He must only unpack or use the product to the extent necessary to determine the nature, characteristics and functioning of the product. The basic principle here is that the consumer may only handle and inspect the product as they would be allowed to do in a store.

24.2 The consumer is only liable for any depreciation in the value of the product that results from a manner of handling the product that goes beyond what is permitted in paragraph 1 of this article.

24.3 The consumer is not liable for any depreciation in the value of the product if WOODCHOPPER has not provided all the legally required information regarding the right of withdrawal before or at the conclusion of the distance contract.

 

25 THE EXERCISE OF THE RIGHT OF RECALL BY THE CONSUMER AND THE COSTS ASSOCIATED WITH IT

25.1 If the consumer exercises his right of withdrawal, he must inform WOODCHOPPER within the cooling-off period using the withdrawal form or in any other unequivocal manner.

25.2 As soon as possible, but within 14 (fourteen) days from the day following the notification referred to in paragraph 1 of this article, the consumer shall return the product, or hand it over to (an authorized representative of) WOODCHOPPER. This does not have to be done if WOODCHOPPER has offered to collect the product itself. The consumer has in any case observed the return period if he returns the product before the cooling-off period has expired.

25.3 The consumer shall return the product with all supplied accessories, if reasonably possible in original condition and packaging, and in accordance with the reasonable and clear instructions provided by WOODCHOPPER.

25.4 The risk and the burden of proof for the proper and timely exercise of the right of withdrawal lie with the consumer.

25.5 The consumer bears the direct costs of returning the product. If WOODCHOPPER has not indicated that the consumer must bear these costs or if WOODCHOPPER indicates that the costs must be borne by the consumer themselves, the consumer is not required to bear the costs of return.

25.6 If the consumer exercises his right of withdrawal, all additional agreements are automatically dissolved.

 

26 REQUIREMENTS OF WOODCHOPPER DURING RECOVERY

26.1 If WOODCHOPPER makes it possible to receive the notification of withdrawal electronically by the consumer, it shall immediately send a receipt after receiving this notification.

26.2 WOODCHOPPER will reimburse all payments from the consumer, including any delivery costs charged by WOODCHOPPER for the returned product, without delay but within 14 (fourteen) days following the day on which the consumer notifies WOODCHOPPER of the withdrawal. Unless WOODCHOPPER offers to collect the product itself, he may wait with refunding until he has received the product or until the consumer proves that he has returned the product, whichever is earlier.

26.3 WOODCHOPPER uses the same payment method as the consumer used for the refund, unless the consumer agrees to another method. The refund is free of charge for the consumer.

26.4 If the consumer has chosen a more expensive method of delivery than the cheapest standard delivery, WOODCHOPPER is not required to reimburse the additional costs for the more expensive method.

 

27 EXCLUSION RIGHT OF REVOCATION

27.1 WOODCHOPPER may exclude the following products from the right of withdrawal, but only if WOODCHOPPER has clearly stated this in the offer, at least in time for the conclusion of the distance contract:

1. Products or services whose price is subject to fluctuations in the financial market over which WOODCHOPPER has no influence and which may occur within the withdrawal period;
2. Products manufactured according to consumer specifications, which are not prefabricated and which are manufactured based on an individual choice or decision of the consumer, or which are clearly intended for a specific person;
3. Sealed products that are not suitable for being returned for reasons of health protection or hygiene and whose seal has been broken after delivery;
4. Sealed audio, video recordings and computer software, the seal of which has been broken after delivery;
5. Products that, by their nature, are irrevocably mixed with other products after delivery;

28 THE PRICE

28.1 The prices mentioned in the offer include VAT.

28.2 During the validity period specified in the offer, the prices of the products offered will not be increased, except for price changes resulting from changes in VAT rates.

 

29 DELIVERY AND INSTALLATION

29.1 WOODCHOPPER will exercise the utmost care in receiving and fulfilling consumer orders for products.

29.2 The delivery address shall be the address that the consumer has made known to WOODCHOPPER.

29.3 Subject to what is stated herein in Article 21 of these General Terms and Conditions, WOODCHOPPER will execute accepted orders with promptness and within 30 (thirty) days at the latest, unless a different delivery period has been agreed upon. If delivery is delayed or if an order cannot be executed in full or only partially, the consumer will be informed thereof no later than 30 (thirty) days after placing the order. In that case, the consumer has the right to terminate the agreement at a distance without incurring any costs and to claim any damages.

29.4 Upon termination in accordance with the previous paragraph, WOODCHOPPER will immediately refund the amount that the consumer has paid.

29.5 The risk of damage and/or loss of products rests with WOODCHOPPER until the moment of delivery to the consumer or a previously designated and known to WOODCHOPPER representative, unless expressly agreed otherwise.

 

30 PAYMENT

30.1 Unless otherwise specified in the distance contract or additional terms, the amounts due by the consumer must be paid within 14 (fourteen) days after the start of the cooling-off period, or, in the absence of a cooling-off period, within 14 (fourteen) days after the conclusion of the distance contract.

30.2 Where advance payment is stipulated, the consumer may not assert any right regarding the execution of the relevant order, before the stipulated advance payment has been made.

30.3 The consumer has the duty to report inaccuracies in the payment details provided or stated to WOODCHOPPER immediately.

30.4 If the consumer fails to meet their payment obligations in a timely manner, after being advised by WOODCHOPPER of the late payment and WOODCHOPPER has granted the consumer a period of 14 (fourteen) days to still meet their payment obligations, after the absence of payment within this fourteen-day period, WOODCHOPPER shall be entitled to charge the statutory interest on the outstanding amount and WOODCHOPPER shall be entitled to charge the out-of-court collection costs incurred by it. These collection costs amount to a maximum of: 15% for outstanding amounts up to € 2,500,=; 10% for the subsequent € 2,500,= and 5% for the next € 5,000,= with a minimum of € 40,=. WOODCHOPPER may deviate from these amounts and percentages for the benefit of the consumer.

 

31 COMPLAINTS REGULATION

31.1 WOODCHOPPER has a complaint procedure that is sufficiently well known and handles the complaint in accordance with this complaint procedure.

31.2 Complaints regarding the execution of the distance contract must be submitted in full and clearly described to WOODCHOPPER within a reasonable time after the consumer has identified the defects.

31.3 Complaints submitted to WOODCHOPPER will be answered within a period of 14 (fourteen) days from the date of receipt. If a complaint requires a longer processing time than can be reasonably expected, WOODCHOPPER will reply within the 14 (fourteen) day period with a receipt message and an indication of when the consumer can expect a more detailed response.

31.4 The consumer must, in any case, give WOODCHOPPER 4 (four) weeks to resolve the complaint by mutual agreement. After this period, a dispute arises that may be submitted for adjudication in accordance with Article 19 of these general terms and conditions to the competent court.

 

32 ADDITIONAL OR ALTERING PROVISIONS

Additional or deviating provisions from these general terms and conditions may not be detrimental to the consumer and must be recorded in writing or in such a way that the consumer can store them in a accessible manner on a durable medium.

Appendix 1: Withdrawal form

(As defined and described in Article 22, paragraph 5, sub e.v. of the Privacy Statement of WOODCHOPPER)

 

Form for withdrawal

(Fill out this form only and return it when you want to cancel the agreement remotely)

To:

WOODCHOPPER

Oostdijk 25

1461 DS Zuidoostbeemster (NL)

Email: info@woodchopper.eu

I/We* hereby inform you that we have entered into an agreement regarding the sale of the following products:

[Product description or indication]*

withdrawal/revocation*

Received on * [date of receipt of products]

[Name of consumer]

[Consumer address]

_______________________

[Signature of consumer] (only when this Withdrawal Form is submitted on paper)

* Cross out what is not applicable / fill in what is applicable.

 

GENERAL TERMS AND CONDITIONS OF WOODCHOPPER

The text of these general terms and conditions is a translation of the general terms and conditions drawn up in Dutch that have (also) been submitted to the customer by WOODCHOPPER (as defined here below) and declared applicable. No rights or claims can be derived from the text of the general terms and conditions, translated into English. In the event of contradictions or differences of interpretation between the Dutch and English text, the Dutch text of the general terms and conditions will prevail at all times.

1 GENERAL

1.1 These general terms and conditions have been filed at the office of the Chamber of Commerce under Chamber of Commerce number 37119071 and apply to all quotations, offers, assignments, agreements, by whatever name, concerning deliveries of products and/or services by WOODCHOPPER or its subsidiaries, hereinafter referred to as “WOODCHOPPER”, to third parties, hereinafter referred to as the “customer”, unless the parties have expressly agreed otherwise in writing.

1.2     These general terms and conditions always take precedence over other terms and conditions of the customer, by whatever name, unless the parties have explicitly agreed otherwise in writing.

2 QUOTES AND OFFERS

2.1 All quotations and offers from WOODCHOPPER are without obligation and do not bind WOODCHOPPER.

2.2     If an expiry period is included in a quotation or offer, WOODCHOPPER is no longer obliged to maintain its offer after this period has expired.

2.3     An agreement as referred to in article 3 of these general terms and conditions does not always have to be preceded by a quotation or offer.

2.4     Every quotation or offer is based on the performance of the agreement under normal circumstances and working hours.

3 AGREEMENTS

3.1     Agreements are only concluded by written confirmation of the order, in whatever form, or after WOODCHOPPER has commenced implementation of the order for the delivery of a product or service. If under certain circumstances, for example due to the nature, scope or urgency of the order, no order confirmation has been sent by WOODCHOPPER, the invoice will be considered as such.

3.2     An acceptance that deviates from the offer made by WOODCHOPPER counts as a new offer and can be rejected by WOODCHOPPER at any time. In that case, an agreement is only concluded if and insofar as WOODCHOPPER explicitly agrees in writing with the changes and / or additions made by the customer to the offer that WOODCHOPPER originally made.

3.3     WOODCHOPPER reserves the right at all times to withdraw an offer already accepted by the customer, whether or not laid down in a written agreement, within a reasonable period after WOODCHOPPER has been informed of this acceptance. Revocation of an offer already accepted by the customer will never lead to any form of liability for damages for WOODCHOPPER. The above-described right to revoke an offer that has already been accepted will lapse as soon as WOODCHOPPER has sent a written order confirmation to that effect.

3.4     Verbal promises, agreements or other legal acts only bind WOODCHOPPER if they have been made by expressly authorized representatives in writing or otherwise authorized to represent WOODCHOPPER.

3.5     Articles 20 to 32 of these general terms and conditions only apply to offers from WOODCHOPPER to a customer not acting in the exercise of a profession or business (hereinafter referred to as a “consumer”or“Consumers”) and all contracts concluded between WOODCHOPPER and a consumer at a distance. A distance contract is an agreement concluded between WOODCHOPPER and the consumer within the framework of an organized system for distance sales of products and / or services, whereby up to and including the conclusion of the contract, exclusive or partial use is made of one or more means that can be used to conclude an agreement, without the consumer and WOODCHOPPER having to be together in the same room at the same time (hereinafter the “technique for distance communication”). The agreement thus concluded between WOODCHOPPER and the consumer is hereinafter referred to as the “distance agreement”). Unless stated otherwise, the articles preceding Article 20 apply to both business customers and consumers. In the event that the content of a provision in Articles 20 to 32 deviates in any way from the content of any provision in the preceding Articles 1 to 19 of these General Terms and Conditions, the provision as included in Articles 20 to 32 will prevail.

4 CANCELLATIONS

4.1     Cancellation of the agreement by the customer is only possible with the prior express written consent of WOODCHOPPER. If WOODCHOPPER agrees to cancellation of the agreement, it always has the right to charge the customer 10% of the principal sum as a result of loss of profit. In addition, the customer is obliged to pay all costs already incurred and damage suffered and to be suffered by WOODCHOPPER in connection with the agreement.

4.2     Agreements pertaining to products specifically to be purchased by WOODCHOPPER for the benefit of the customer cannot be canceled, unless the relevant products have not yet been purchased by WOODCHOPPER and WOODCHOPPER can still cancel the purchase itself. The provisions of the previous paragraph will also apply in such cases.

4.3     In case of cancellation, the customer cannot claim what has already been performed by WOODCHOPPER.

4.4 Cancellation by the customer must always be made by registered letter addressed to WOODCHOPPER.

5 DELIVERY AND COMPLAINTS

5.1 Unless otherwise agreed in writing, delivery takes place EXW (ex works, see Incoterms 2020). With regard to the delivery time, a product is considered to be delivered if it is available for transfer of possession to the customer, or at least can be brought under his control.

5.2     Delivery times are only approximate and are not binding on WOODCHOPPER, unless the parties have explicitly agreed otherwise in writing. Exceeding the delivery time, for whatever reason, does not entitle the customer to full or partial dissolution of the agreement.

5.3 WOODCHOPPER is at all times entitled to make partial deliveries. For the application of these general terms and conditions, each partial delivery is considered an independent delivery.

5.4 Exceeding the delivery period, or non-delivery, can only entitle the customer to compensation if the parties have explicitly agreed to such in writing. If WOODCHOPPER is liable due to an exceeded delivery term, this liability will always be limited to damage for which WOODCHOPPER is insured, or at least should have been insured according to common opinion. Consequential damage is always excluded.

5.5     Products that have not been purchased by the customer after the expiry of the delivery period, remain at the disposal of WOODCHOPPER and are stored by WOODCHOPPER at the expense and risk of the customer.

5.6 The customer is obliged to check the delivered products and/or work performed upon delivery for any defects or damage and to communicate these as soon as possible (but in the event of visible defects, at the latest within three days after delivery of the products or the completion of the work that has been carried out) to WOODCHOPPER in writing, stating the facts to which the complaint relates. Complaints regarding invisible defects must be made immediately after discovery, but in any case within the applicable warranty period, also by means of a specified written notification. If the aforementioned terms are exceeded, any claim against WOODCHOPPER will lapse with respect to the defects in question. Under penalty of forfeiture, legal claims regarding shortcomings or damage must be instituted within one year after a timely complaint.

5.7 Minor and / or customary deviations and differences in quality, color, size, etc. can never be grounds for complaints.

5.8     If the customer has not made a complaint within the period referred to in paragraph 6, he is deemed to have approved the delivered goods and loses all rights and powers that are available to him in this regard under the law.

6 LEGAL REQUIREMENTS

6.1     The products delivered by WOODCHOPPER will comply with the statutory regulations applicable in the Netherlands on the day of the conclusion of the agreement, including those relating to safety.

6.2     If between the date of conclusion of the agreement and the delivery, amended statutory regulations come into effect, of which it is known in advance that they will come into effect before delivery, the products concerned will be adapted to these new regulations if possible. All related costs are borne by the customer.

7 WARRANTY

7.1     The warranty stated in this article does not affect the statutory rights (including the right under Book 7 of the Dutch Civil Code that the item complies with the agreement on delivery) that the consumer has on that account.

7.2     WOODCHOPPER only warrants the quality of the products in the condition they are in at the time of delivery and only warrants that the products have the characteristics that are necessary for their normal use.

7.3     WOODCHOPPER does not grant any other warranty on the products it supplies than that provided by its suppliers. The warranty concerned applies exclusively during the warranty periods set by its suppliers.

7.4 The warranty provided by WOODCHOPPER through its suppliers means that WOODCHOPPER will repair or replace the products after it has received the defective, returned products from the customer. The warranty does not oblige WOODCHOPPER to credit any invoice amounts.

7.5     WOODCHOPPER does not provide a warranty on delivered second-hand products, unless the parties have explicitly agreed otherwise in writing.

7.6 Warranty claims lapse:

1. if the customer has not notified WOODCHOPPER of the defects specified and in writing within five days of the day on which the defects were discovered, or at least could reasonably have been discovered;
2. if the customer cannot demonstrate that the instructions and directions for use, maintenance and operation provided by WOODCHOPPER or the relevant supplier have been followed correctly;
3. if the customer or third parties have carried out repairs or other types of work to the delivered items without the express written permission of WOODCHOPPER, or have made changes to them;
4. if the customer does not or not fully comply with any obligation arising from the agreement or a related agreement, or obstructs WOODCHOPPER in its investigation into the cause of the defect;
5. from the moment the products are incorporated into other products;

7.7     If WOODCHOPPER replaces products in the fulfillment of its warranty obligations, the replaced products become the property of WOODCHOPPER.

7.8     WOODCHOPPER does not guarantee the capacity, characteristics or legal permissibility of the products supplied by WOODCHOPPER, if they are used in a way other than intended or if changes are made to the products by the customer or third parties without WOODCHOPPER’s consent.

8 HOLDING OF TITLE AND RIGHT OF HOLDING

8.1     All products delivered by or on behalf of WOODCHOPPER remain the property of WOODCHOPPER and at the expense and risk of the customer until all claims that WOODCHOPPER has or obtains on the customer under any agreement have been paid in full. Except with the express written permission of WOODCHOPPER, the customer is not entitled to encumber these products.

8.2 If the customer fails to fulfill any obligation under the agreement, under these general terms and conditions or for any other reason, WOODCHOPPER is entitled, without further notice of default, to take back the products. In such a case, WOODCHOPPER is entitled to unrestricted access to the products it supplied. The customer will furthermore fully cooperate with WOODCHOPPER to enable WOODCHOPPER to exercise its retention of title.

8.3     The customer is obliged to immediately notify WOODCHOPPER in writing of the fact that third parties are asserting rights to products that are subject to WOODCHOPPER’s retention of title.

8.4     As security for a correct payment of all claims, for whatever reason, by entering into an agreement with the customer WOODCHOPPER also obtains an undisclosed pledge as security on all products that WOODCHOPPER has delivered and which are still in possession of the customer.

8.5     The products delivered by WOODCHOPPER are at the expense and risk of the customer from the moment of delivery, even if the ownership has not yet been transferred. Until full payment is made, the customer is obliged to insure the products sufficiently against fire, theft, claims from third parties and its own risk. The customer is deemed to have assigned his rights arising from this insurance agreement to WOODCHOPPER until full payment is made. At the request of WOODCHOPPER, the customer must provide the name of the insurance company concerned.

8.6     WOODCHOPPER is not obliged to any indemnification of the customer for his liability as holder of the products.

8.7     The customer indemnifies WOODCHOPPER against claims that third parties have or will have against WOODCHOPPER that can be associated with the retention of title.

8.8     If the customer does not or partially does not pay the costs associated with the implementation of the agreement, WOODCHOPPER is at all times entitled to exercise the right of retention on all those products to which the implementation of the agreement relates and which it actually has in its possession under the agreement.

9 RETURNS

9.1     Return of products, other than due to incorrect delivery, is only possible if WOODCHOPPER has explicitly agreed to this in writing.

9.2     Products that are not in good condition, or whose packaging is not in good condition (anymore), cannot be returned to WOODCHOPPER, such solely at the discretion of WOODCHOPPER.

9.3     Return shipments must be accompanied by a packing slip, on which the date and number of the delivery note or WOODCHOPPER’s invoice are stated. Products that cannot be shown to have been delivered by WOODCHOPPER are not eligible for credit. This also applies to products of which the number does not correspond to the standard packaging unit.

9.4     Credit notes relating to the products returned by the customer are calculated according to the prices and discounts applicable on the date of crediting. However, the amount of the credit note will never exceed the amount of the related debit invoice.

10 PRICES

10.1 The prices stated by WOODCHOPPER are net prices and exclude turnover tax and other governmental charges related to the sale and/or delivery and/or execution of the agreement. The prices stated by WOODCHOPPER are based on prices as they apply on the day of the offer.

10.2   Unless otherwise agreed in writing, prices are based on EXW delivery (ex works, see Incoterms 2020).

10.3   If, after the date of conclusion of the agreement, one or more of the applicable cost price factors, such as those of wage costs, materials, taxes, premiums, excise duties, exchange rates of foreign currencies, undergoes an increase, even if this occurs due to foreseeable circumstances, WOODCHOPPER entitled to increase the agreed price accordingly.

10.4   After a price change, WOODCHOPPER is entitled to adjust any agreed installment payment proportionally.

11 PAYMENT CONDITIONS

11.1   Payment by the customer, after deduction of any advance or down payment, must be made at the latest on delivery of the products or after the services have been provided, unless the parties have expressly agreed in writing that payment must be made within 14 (fourteen) days after the invoice date, into a bank account designated by WOODCHOPPER and without any set-off or deduction other than the aforementioned.

11.2 WOODCHOPPER is entitled at all times to request full or partial advance payment from the customer. If the customer exceeds any credit limit expressly agreed in writing by the Parties, delivery of a product or service can only take place after prepayment.

11.3   Unless the parties have explicitly agreed otherwise in writing, payment must be made in euros.

11.4   The customer is in default, without any further notice of default being required in any form whatsoever, if he does not or not timely comply with his payment obligation or any other obligation arising from the agreement with WOODCHOPPER, these general terms and conditions or the law.

11.5   The claim for partial or full payment of the agreed price is immediately due and payable if the customer is declared bankrupt, applies for a moratorium or if it has been filed for receivership, if any attachment is levied on the products and / or claims of the customer and if he dies or goes into liquidation.

11.6   If payment of an invoice has not been made on time, WOODCHOPPER is entitled, after expiry of the relevant term, to charge the customer, if applicable with retroactive effect to the invoice date, a default interest of 1.5% per month, whereby part of a month is calculated as a full month.

11.7   In addition to the principal sum and the default interest, the customer owes all those costs that are caused by his non-payment or late payment, including judicial and extrajudicial costs, lawyer and bailiff’s costs. These extrajudicial costs are fixed at 15% of the principal sum, with a minimum of € 150, plus the VAT due.

11.8   If WOODCHOPPER files for bankruptcy of the customer, he will, in addition to the principal sum, interest and extrajudicial costs, also owe WOODCHOPPER the costs of the bankruptcy petition.

12 TERMINATION

12.1   If the customer does not, not timely or not properly fulfill the obligations arising for the customer from any agreement concluded with WOODCHOPPER, as well as in the event of bankruptcy or suspension of payments, receivership or in the event of the closure or liquidation of its business, the customer is deemed to be in default by operation of law and WOODCHOPPER will be entitled, without judicial intervention and without further notice of default, to dissolve all or part of each of these agreements, without being obliged to pay any form of compensation to the customer or third parties and without prejudice to the further rights accruing to WOODCHOPPER, including the right of WOODCHOPPER to compensation for lost profit, costs incurred and other damage suffered and to be suffered.

12.2   If the provisions of the first paragraph occur and the customer enjoys an advantage that he would not have had if he had properly fulfilled its obligations, WOODCHOPPER is in any case entitled to compensation amounting to at least the amount of this benefit, without prejudice to WOODCHOPPER’s further rights under the agreement, these general terms and conditions and the law.

13 FORCE MAJEURE

13.1   WOODCHOPPER has the right, forced to do so by force majeure, to dissolve or suspend the agreement without judicial intervention, without being obliged to pay any form of compensation.

13.2   Force majeure includes all causes that reasonably fall outside the sphere of influence of WOODCHOPPER (including war, threat of war, natural disasters, pandemics or epidemics, weather influences, strikes in the own company or a supply company, late or incorrect deliveries from supply companies, etc.) and that hinder a full or partial execution of the agreement.

13.3   If the force majeure situation is only of a temporary nature, WOODCHOPPER also has the right to suspend the execution of the order for delivery until the time when the force majeure situation has ended.

13.4   If the performance of the work becomes impossible due to a circumstance that cannot be attributed to WOODCHOPPER, WOODCHOPPER is entitled to payment by the customer of the relevant part of the agreed price, plus any costs incurred, with regard to what has already been performed.

13.5   In the event of the delivery becoming impossible due to the actions of the customer or government regulations, WOODCHOPPER is entitled to payment by the customer of the agreed price, plus any costs, minus the costs saved due to non-completion.

14 CHANGED CONDITIONS

14.1   If it turns out that an order given to WOODCHOPPER or a part thereof can only be carried out modified due to a circumstance that cannot be attributed to WOODCHOPPER, WOODCHOPPER will notify the customer as soon as possible. WOODCHOPPER shall then also indicate the financial consequences, whereby the agreed change will be settled as additional work or less work.

15 LIABILITY AND INDEMNITY

15.1   WOODCHOPPER is only liable for damage caused to the customer or third parties that is the exclusive and direct result of willful intent and / or gross negligence on the part of WOODCHOPPER, subject to the proviso that only that damage is eligible for compensation for which WOODCHOPPER is insured, or should have been insured according to common opinion in its sector.

15.2 WOODCHOPPER is never liable for damage caused by willful intent and/or gross negligence on the part of auxiliary persons.

15.3   In case WOODCHOPPER, contrary to the above, should be liable for damage and this damage is not due to willful intent or gross negligence on the part of WOODCHOPPER, the liability of WOODCHOPPER is always limited to direct damage to goods or persons and it shall never be extended to any trading loss or other consequential loss, including loss of income. The liability of WOODCHOPPER is further limited to that damage and a maximum of those amounts against which WOODCHOPPER is insured, or should reasonably have been insured.

15.4   The provisions of the previous paragraph only apply insofar as the liability under the agreement, the general terms and conditions or the law has not already been further limited.

15.5   The customer indemnifies WOODCHOPPER against all claims with regard to any damage caused by or in connection with the product or the possession or use thereof directly or indirectly to any third party, however and in whatever form, insofar as such liability exceeds the liability of WOODCHOPPER towards the customer pursuant to the provisions of these general terms and conditions.

15.6   The customer indemnifies WOODCHOPPER against all claims from him or any third party due to a defect in the product which is partly caused by the behavior of the customer or his subordinates.

15.7   If any provision referred to in this article is considered unreasonably onerous in legal proceedings, then compensation will only be eligible for damage for which WOODCHOPPER is insured and up to the maximum for which WOODCHOPPER is insured, or for which WOODCHOPPER should reasonably have insurance, also in view of the common practice within the industry.

16 INTELLECTUAL PROPERTY RIGHTS

16.1   WOODCHOPPER (or its licensor (s)) retains (s) all intellectual property rights (including copyright, patent law, trademark law, drawing and model law, etc.) on all its designs, drawings, writings, software, carriers with data or other information, offers, images, sketches, models, etc., unless the parties have agreed otherwise in writing.

16.2   Without the express written permission of WOODCHOPPER (or its licensor (s)), the rights referred to in the previous paragraph may not be copied, shown to third parties and / or made available or used in any other way than the manner of use such as has been agreed with WOODCHOPPER (or its licensor (s)) and / or for a purpose other than that for which they were put into use.

16.3   WOODCHOPPER reserves the right to use any knowledge gained through the performance of the work, including the services provided by WOODCHOPPER, for other purposes, insofar as no confidential information is disclosed to third parties.

17 CONFIDENTIALITY

17.1 The customer is obliged to observe the confidentiality of all confidential information made available to him or one of his subordinates by WOODCHOPPER. Confidential information includes in any case the corporate data of WOODCHOPPER. The customer undertakes to impose a written obligation of confidentiality on its personnel and/or third parties involved in the implementation of the agreement in accordance with the meaning of this provision. This article does not apply to information that has been lawfully obtained by the customer from third parties or that has been made generally known by WOODCHOPPER itself.

18 OTHER THINGS

18.1   Non-transferability – The customer is not entitled to transfer the rights and obligations under an agreement concluded with WOODCHOPPER to a third party without WOODCHOPPER’s consent.

18.2   Outsourcing – WOODCHOPPER is authorized to make use of the services of third parties in the execution of an agreement with the customer, whether in subcontracting, by hiring staff or otherwise.

18.3   Changes – Changes to the agreement with the customer are only valid if and insofar as they have been agreed in writing with WOODCHOPPER.

18.4   Divisibility – Should any provision in an agreement with the customer be null and void or voidable or be judged to be so, this will not affect the validity and enforceability of the agreement concerned, insofar as it concerns provisions other than the invalid provision. In such a case, the parties will take all necessary action to enable implementation and, if necessary, to reach agreement on an amended text of the relevant void or voided provision. In the aforementioned situations, the parties will act as much as possible in accordance with the spirit and scope of the void or nullified provision.

 

19 DISPUTES AND APPLICABLE LAW

19.1 All disputes, however named – including those that are considered as such by only one of the parties – that may arise between the customer and WOODCHOPPER as a result of the agreement or agreements that may be a consequence thereof, will be subject to the judgment of the District Court of Midden-Nederland.

19.2   All agreements to which these general terms and conditions apply in whole or in part are exclusively governed by Dutch law.

19.3   The provisions of the Vienna Sales Convention are not applicable, nor are any future international regulations regarding the purchase of movable products, the effect of which can be excluded by the parties.

20 CONDITIONS APPLICABLE ONLY TO A CONSUMER

20.1   The provisions of this article and the following articles only apply to offers from WOODCHOPPER to a consumer (as defined in article 3.5 of these general terms and conditions) and all distance agreements concluded between WOODCHOPPER and a consumer.

20.2   Before the distance contract is concluded, the text of these general terms and conditions will be made available to the consumer. If this is not reasonably possible, WOODCHOPPER will indicate before the distance contract is concluded how these general terms and conditions can be viewed at WOODCHOPPER and that they will be sent free of charge as soon as possible at the request of the consumer.

20.3 If the distance contract is concluded electronically, then contrary to the previous paragraph and before the distance contract is concluded, the text of these general terms and conditions can be made available to the consumer electronically in such a way that these can be easily stored by the consumer on a durable data medium. A durable data medium is understood to mean: any tool – including e-mail – that enables the consumer or WOODCHOPPER to store information that is addressed to him personally in a way that allows future consultation or use for a period that is appropriate to the purpose for which the information is intended, and which enables unaltered reproduction of the stored information (hereinafter a “durable data medium”).

20.4   If it is not reasonably possible to implement what is stated in the third paragraph, WOODCHOPPER will indicate, before the distance contract is concluded, where the general terms and conditions can be viewed electronically and that the general terms and conditions at the request of the consumer will be sent electronically or otherwise free of charge.

20.5   In the event that specific product or service conditions apply in addition to these general terms and conditions, the second, third and fourth paragraphs of this article apply mutatis mutandis and the consumer may, in the event of conflicting conditions, always invoke the applicable provision that is most beneficial for him.

21 THE OFFER TO A CONSUMER

21.1   If an offer from WOODCHOPPER has a limited period of validity or is made subject to certain conditions, this will be explicitly stated in the relevant offer.

21.2 The offer contains a complete and accurate description of the products offered. The description is sufficiently detailed to enable the consumer to make an appropriate assessment of the offer. If WOODCHOPPER uses images, these are as faithful a representation as possible of the products offered. Obvious mistakes or errors in the offer do not bind WOODCHOPPER.

21.3   Each offer contains such information that it is clear to the consumer what rights and obligations are attached to the acceptance of the offer.

22 THE AGREEMENT BETWEEN WOODCHOPPER AND A CONSUMER

22.1   The distance contract is concluded, subject to the provisions of paragraph 4 of this article, at the moment of acceptance by the consumer of the offer from WOODCHOPPER and compliance with all the corresponding conditions.

22.2   If the consumer has accepted the offer electronically, WOODCHOPPER will immediately confirm receipt of the acceptance of the offer electronically. As long as the receipt of this acceptance has not been confirmed by WOODCHOPPER, the consumer can dissolve the distance contract.

22.3   If the distance contract is concluded electronically, WOODCHOPPER will take appropriate technical and organizational measures to secure the electronic transfer of data and ensure a secure web environment. If the consumer can pay electronically, WOODCHOPPER will observe appropriate security measures.

22.4 WOODCHOPPER may – within legal frameworks – inform itself whether the consumer can meet his payment obligations, as well as of all those facts and factors that are important for a responsible conclusion of the distance contract. If, based on this investigation, WOODCHOPPER has good reasons not to enter into the distance contract, it is entitled to refuse an order or request, with reasons, or to attach special conditions to the execution.

22.5   WOODCHOPPER will at the latest upon delivery of the product to the consumer send the following information, in writing or in such a way that it can be stored by the consumer in an accessible manner on a durable data medium:

1. the visiting address of WOODCHOPPER where the consumer can go to in case of complaints;
2. the conditions under which and the way in which the consumer can make use of the right of withdrawal (the possibility of the consumer to waive the distance contract within the reflection period (as further defined below), hereinafter the “right of withdrawal”), or a clear statement regarding the exclusion of the right of withdrawal;
3. information about warranties and existing service after purchase;
4. the price, including all taxes, of the product; insofar as applicable, the costs of delivery; and the method of payment, delivery or implementation of the distance contract;
5. if the consumer has a right of withdrawal, the model form for withdrawal: the European model form for withdrawal included in Appendix 1 to these general terms and conditions (hereinafter the “withdrawal form”);

23 RIGHT OF WITHDRAWAL

23.1   The consumer can dissolve a distance contract with regard to the purchase of a product during a reflection period of at least 14 (fourteen) days (hereinafter the “reflection period”) without giving reasons. WOODCHOPPER may ask the consumer about the reason for the withdrawal, but not oblige him to state his reason(s).

23.2   The reflection period referred to in paragraph 1 of this article starts on the day after the consumer, or a third party predesignated by the consumer, who is not the carrier, has received the product, or:

1. if the consumer has ordered several products in the same order: the day on which the consumer, or a third party designated by him, received the last product. WOODCHOPPER may, provided that it has clearly informed the consumer about this prior to the ordering process, refuse an order for multiple products with different delivery times.
2. if the delivery of a product consists of several shipments or parts: the day on which the consumer, or a third party designated by him, received the last shipment or the last part;
3. in the case of agreements for regular delivery of products during a certain period: the day on which the consumer, or a third party designated by him, has received the first product.

24 OBLIGATIONS OF THE CONSUMER DURING THE CONSIDERATION PERIOD

24.1   During the reflection period, the consumer will handle the product and packaging with care. He will only unpack or use the product to the extent necessary to determine the nature, characteristics and operation of the product. The basic principle here is that the consumer may only handle and inspect the product as he would be allowed to do in a store.

24.2   The consumer is only liable for the depreciation of the product that is the result of a way of handling the product that goes beyond what is permitted in paragraph 1 of this article.

24.3   The consumer is not liable for a decrease in value of the product if WOODCHOPPER has not provided him with all legally required information about the right of withdrawal before or at the conclusion of the distance contract.

25      EXERCISE OF THE RIGHT OF WITHDRAWAL BY THE CONSUMER AND ITS COSTS

25.1   If the consumer makes use of his right of withdrawal, he must report this to WOODCHOPPER within the reflection period by means of the withdrawal form or in another unambiguous manner.

25.2   As soon as possible, but within 14 (fourteen) days from the day following the notification referred to in paragraph 1 of this article, the consumer will return the product or hand it over to (an authorized representative of) WOODCHOPPER. This is not necessary if WOODCHOPPER has offered to collect the product itself. The consumer has in any case complied with the return period if he sends back the product before the reflection period has expired.

25.3   The consumer returns the product with all accessories supplied, if reasonably possible in its original condition and packaging, and in accordance with the reasonable and clear instructions provided by WOODCHOPPER.

25.4   The risk and the burden of proof for the correct and timely exercise of the right of withdrawal lies with the consumer.

25.5   The consumer bears the direct costs of returning the product. If WOODCHOPPER has not reported that the consumer must bear these costs or if WOODCHOPPER indicates that it will bear the costs itself, the consumer does not have to bear the costs for returning the goods.

25.6   If the consumer exercises his right of withdrawal, all additional agreements will be dissolved by operation of law.

 

26 OBLIGATIONS OF WOODCHOPPER IN THE EVENT OF WITHDRAWAL

26.1   If WOODCHOPPER makes the notification of withdrawal by the consumer electronically possible, it will immediately send a confirmation of receipt after receipt of this notification.

26.2   WOODCHOPPER will reimburse all payments made by the consumer, including any delivery costs charged by WOODCHOPPER for the returned product, without delay but within 14 (fourteen) days following the day on which the consumer notifies him of the withdrawal. Unless WOODCHOPPER offers to collect the product himself, he may wait with paying back until he has received the product or until the consumer demonstrates that he has returned the product, whichever is the earlier.

26.3   WOODCHOPPER uses the same payment method that the consumer used for reimbursement, unless the consumer agrees to a different method. The reimbursement is free of charge for the consumer.

26.4   If the consumer has opted for a more expensive method of delivery than the cheapest standard delivery, WOODCHOPPER does not have to refund the additional costs for the more expensive method.

 

27 EXCLUSION OF THE RIGHT OF WITHDRAWAL

27.1   WOODCHOPPER can exclude the following products from the right of withdrawal, but only if WOODCHOPPER has clearly stated this in the offer, at least before for the conclusion of the distance contract:

1. Products or services whose price is dependent on fluctuations in the financial market to which WOODCHOPPER has no influence and which may occur within the withdrawal period;
2. 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;
3. Sealed products that are not suitable for return for reasons of health protection or hygiene and of which the seal has been broken after delivery;
4. Sealed audio, video recordings and computer software, the seal of which has been broken after delivery;
5. Products that are irrevocably mixed with other products after delivery due to their nature.

28 THE PRICE

28.1 The prices stated in the offer include VAT.

28.2   During the period of validity stated in the offer, the prices of the products offered will not be increased, except for price changes due to changes in VAT rates.

29 DELIVERY AND IMPLEMENTATION

29.1   WOODCHOPPER will take the greatest possible care when receiving and executing orders for products by consumers.

29.2   The place of delivery is the address that the consumer has made known to WOODCHOPPER.

29.3   With due observance of what is stated in article 21 of these general terms and conditions, WOODCHOPPER will execute accepted orders with due speed, but no later than within 30 (thirty) days, unless a different delivery period has been agreed. If the delivery is delayed, or if an order cannot or only partially be executed, the consumer will be informed of this no later than 30 (thirty) days after placing the order. In that case, the consumer has the right to terminate the distance contract free of charge and is entitled to any compensation.

29.4   After dissolution in accordance with the previous paragraph, WOODCHOPPER will immediately refund the amount that the consumer has paid.

29.5 The risk of damage and/or loss of products rests with WOODCHOPPER until the moment of delivery to the consumer or a pre-designated representative made known to WOODCHOPPER, unless explicitly agreed otherwise.

30 PAYMENT

30.1   Unless otherwise provided in the distance contract or additional conditions, the amounts owed by the consumer must be paid within 14 (fourteen) days after the start of the reflection period, or in the absence of a reflection period within 14 (fourteen) days after the conclusion of the distance contract.

30.2   When selling products to consumers and when prepayment has been stipulated, the consumer cannot assert any rights whatsoever with regard to the execution of the order concerned before the stipulated prepayment has been made.

30.3   The consumer has the duty to report inaccuracies in provided or stated payment details to WOODCHOPPER without delay.

30.4   If the consumer does not meet his payment obligation(s) on time, after he has been informed by WOODCHOPPER of the late payment and WOODCHOPPER has granted the consumer a period of 14 (fourteen) days to still fulfill his payment obligations, then after non-payment within this fourteen-day period, the statutory interest is due on the non-paid amount and WOODCHOPPER is entitled to charge the extrajudicial collection costs incurred by it. These collection costs amount to a maximum of: 15% on outstanding amounts up to € 2,500.=; 10% on the following € 2,500.= and 5% on the  next € 5,000.= that is outstanding, with a minimum of € 40. WOODCHOPPER can deviate from the stated amounts and percentages in favor of the consumer.

31 COMPLAINTS PROCEDURE

31.1   WOODCHOPPER has a well-publicized complaints procedure and handles complaints in accordance with this complaints procedure.

31.2   Complaints about the implementation of the distance contract must be submitted fully and clearly described to WOODCHOPPER within a reasonable time after the consumer has discovered the defects.

31.3   Complaints submitted to WOODCHOPPER will be answered within a period of 14 (fourteen) days from the date of receipt. If a complaint requires a foreseeable longer processing time, WOODCHOPPER will reply within 14 (fourteen) days with a notice of receipt and an indication when the consumer can expect a more detailed answer.

31.4   The consumer must in any case give WOODCHOPPER 4 (four) weeks to resolve the complaint in mutual consultation. After this period, a dispute arises that, in accordance with Article 19 of these general terms and conditions, can be submitted to the competent court for adjudication.

 

32 ADDITIONAL OR DIFFERENT PROVISIONS

Additional provisions or provisions deviating from these general terms and conditions may not be to the detriment of the consumer and must be recorded in writing or in such a way that they can be stored by the consumer in an accessible manner on a durable data medium.

 

 

Appendix 1: Withdrawal form

(As defined and described in article 22, paragraph 5, subsection e et seq. of the WOODCHOPPER Privacy Statement)

 

Withdrawal form

(Only complete and return this form if you want to cancel the distance contract)

To:

WOODCHOPPER

Oostdijk 25

1461DS Zuidoostbeemster

Email: info@woodchopper.eu

I/We* hereby inform you that I/we* revoke our agreement regarding the sale of the following products:

[Designation or description of product]*

Received on* [date of receipt of products]

[Name consumer]

[Consumer address]

_______________________

[Consumer signature] (only when this withdrawal form is submitted on paper)

* Delete what does not apply / fill in what applies.