Last updated: March, 2021
These are the General Terms and Conditions of Olivier van Herpt B.V. with its registered office at Hastelweg 153 (5652 CJ) Eindhoven, The Netherlands and registered with the Dutch Chamber of Commerce under number 67467687.
These General Terms and Conditions consist of three parts. The first part applies generally to all legal relationships between Olivier van Herpt and Customer. The second and third part apply additionally to all legal relationships between Olivier van Herpt and, respectively, Consumer or Company.
In these General Terms and Conditions, the following terms in singular or plural shall have the following meanings:
- Agreement: an agreement concluded electronically between Olivier van Herpt B.V. and Customer for the distant sale of products.
- Company: legal or natural person, not being a Consumer.
- Consumer: natural person who is not acting for purposes relating to trade, business, craft or profession.
- Customer: the Consumer or Company that concludes or wishes to conclude an Agreement with Olivier van Herpt B.V.
- Day: calendar day.
- General Terms and Conditions: these general terms and conditions.
- Intellectual Property: all rights of intellectual property and related rights, such as copyrights, trademark rights, patent rights, design rights, trade name rights, database rights and neighbouring rights.
- Model withdrawal form: the European model withdrawal form included in Annex I to these General Terms and Conditions.
- Personal Data: personal data as defined in the General Data Protection Regulation (GDPR).
- Product: a product offered by Olivier van Herpt B.V.
- Right of withdrawal: the possibility for the Consumer to dissolve the agreement within the withdrawal period.
- Website: the website(s) operated by Olivier van Herpt B.V., including oliviervanherpt.com and shop.oliviervanherpt.com.;
- Withdrawal period: the period within which the Consumer can make use of its right of withdrawal.
2. Identity of Olivier van Herpt B.V.
Name: Olivier van Herpt B.V.
Address: Hastelweg 153, 5652 CJ Eindhoven, the Netherlands
Telephone number: +31 630735580 (available between: 9:00 and 17:00)
E-mail address: [email protected]
Dutch Chamber of Commerce number: 67467687
Dutch VAT-identification number: NL857009424B01
3. General information/Applicability
- These General Terms and Conditions apply to every offer made by Olivier van Herpt B.V. and to every Agreement concluded between Olivier van Herpt B.V. and Customer.
- The text of these General Terms and Conditions may be made available to Customer by electronic means in such a way that Customer can easily store them on a durable data carrier. If this is not reasonably possible, prior to the conclusion of the Agreement it will be indicated where these General Terms and Conditions can be viewed electronically and that they will be sent to Customer free of charge, at its request, either electronically or in some other way.
4. The offer
- If an offer is of limited duration or is made subject to conditions, this shall be expressly stated in the offer.
- The offer contains a complete and accurate description of the Products offered. The description is sufficiently detailed to enable Customer to make a proper assessment of the offer. The images of the Products are as true as possible to the Products offered, but given the organic nature of the materials from which the Products are made and the fact that these materials can react differently to the manufacturing process, each Product in terms of colour and pattern may contain deviations from the example shown in the offer. These deviations make each of the Products of Olivier van Herpt B.V. unique.
- Obvious mistakes or obvious errors in the offer are not binding on Olivier van Herpt B.V.
5. The Agreement
- The Agreement comes into effect, subject to that which is stipulated in paragraph 5.6, at the moment at which Customer accepts the offer and fulfils the conditions thereby imposed.
- When Customer has accepted the offer, Olivier van Herpt B.V. will immediately confirm receipt of the acceptance of the offer. Consumer may dissolve the Agreement as long as the receipt of this acceptance has not been confirmed by Olivier van Herpt B.V.
- Olivier van Herpt B.V. has taken and will take technical and organisational measures to secure the electronic transfer of data and payment and strives to provide a safe web environment.
- Customer guarantees that the information provided by it to Olivier van Herpt B.V. in the application or order is correct and complete.
- Unless proven otherwise, the administrative data of Olivier van Herpt B.V. are decisive and binding for the content of the Agreement and serve as proof of the Agreement.
- Olivier van Herpt B.V. can - within the legal frameworks - acquaint itself with the ability of Customer to meet its payment obligations, as well as with all those facts and factors that are important for a sound conclusion of and performance under the Agreement. If, on the basis of this investigation, Olivier van Herpt B.V. has good reason not to enter into the Agreement, it is entitled to refuse an order or application or to attach special conditions to the implementation.
- All prices for Agreements with Companies are exclusive of value added tax (VAT) and any other government levies imposed at the time of the conclusion of the Agreement, unless explicitly stated otherwise.
- All prices for Agreements with Consumers are inclusive of value added tax (VAT) and any other government levies imposed at the time of the conclusion of the Agreement, unless explicitly stated otherwise.
- The prices on the Website are exclusive of shipping. The costs for shipping shall only be for Consumers account if they have been explicitly specified at the time of the conclusion of the Agreement.
- All prices and rates of Olivier van Herpt B.V. are subject to programming and typing errors.
- Changes in purchase prices, wages and material costs, social and government charges, freight costs, insurance premiums and other costs relating to the agreed performance entitle Olivier van Herpt B.V. to change the price. If Olivier van Herpt B.V. changes the price within three (3) months of concluding the Agreement, the Customer shall be entitled to dissolve the Agreement on that ground.
- Delivery takes place as described on the Website unless agreed upon otherwise.
- Any costs or duties related to the import and export of the Products, taxes and charges shall be borne by the Consumer.
- In the absence of an agreement to the contrary, the place of delivery is the address stated in article 2 of these General Terms and Conditions.
- All (delivery) dates mentioned by Olivier van Herpt B.V. are approximate and have been established on the basis of the information and circumstances known to Olivier van Herpt B.V. at the time of entering into the Agreement. The agreed delivery time shall never be regarded as a binding (‘fatal’) term, unless expressly agreed otherwise. In the event of late delivery, the Customer must give Olivier van Herpt B.V. written notice of default and allow Olivier van Herpt B.V. a reasonable period of time to fulfil its obligations.
- In the absence of an agreement to the contrary, a delivery period of thirty (30) days shall apply to Agreements concluded with Consumers. Exceeding this delivery period gives the Consumer the right to dissolve the Agreement. Olivier van Herpt B.V. is in that case not liable for damages.
- In case of dissolution as referred to in the previous paragraph, Olivier van Herpt B.V. will refund the amount paid by Customer without delay.
- The risk of damage and/or loss of Products rests with Olivier van Herpt B.V. up to the moment of delivery to Customer or a representative designated by Customer and notified to Olivier van Herpt B.V. in time, unless expressly agreed otherwise.
- The Product is at the Customer’s risk from delivery, even if ownership has not yet passed to the Customer.
8. Retention of title
- All Products delivered by Olivier van Herpt B.V. shall remain the property of Olivier van Herpt B.V. until the amount owed by the Customer to Olivier van Herpt B.V. pursuant to the Agreement has been paid, including any interest and/or collection costs owed.
- If the Customer is in default of payment of what it owes Olivier van Herpt B.V. pursuant to the Agreement, Olivier van Herpt B.V. shall be entitled to take back all Products that have already been delivered to the Customer. The Customer irrevocably authorises Olivier van Herpt B.V. to return all such Products at the Customer's expense and authorises Olivier van Herpt B.V. and its appointed representatives to enter its (business) premises, warehouses, factory halls, etc. for that purpose.
- The Customer is not permitted to pledge the Products or to establish any other right on them as long as the Products are subject to retention of title.
9. Defects, complaints and warranty
- The Customer must examine the delivered Products upon delivery. In doing so, the Customer must check whether the delivered goods comply with the Agreement, i.e.:
- whether the correct Product has been delivered;
- whether the Product delivered corresponds with what has been agreed in terms of quantity and number;
- whether the Product does not have any damages that are not a cause of the natural process of fabricating the Product.
- Consumer must report any defects to Olivier van Herpt B.V. in writing, giving reasons and stating the invoice details, within a reasonable period of time but at the latest within two (2) months after discovery of the defect or after the defect could reasonably have been discovered. The previous sentence shall apply mutatis mutandis to a Company on the understanding that the relevant period shall be thirty (30) days.
- A Company must notify Olivier van Herpt B.V. in writing of any complaints about invoices within fourteen (14) days of the invoice date.
- If the Customer does not report any defects or complaints within the aforementioned periods, its complaint will not be dealt with and its rights regarding any compensation will lapse.
- In the case of an Agreement with a Company, all claims and defences based on facts that would justify the assertion that a Product does not comply with the Agreement shall lapse one (1) year after delivery.
- In case of Agreements with Consumers, all claims and defences based on facts that would justify the assertion that a Product does not comply with the Agreement shall lapse two (2) years after the defect has been reported to Olivier van Herpt B.V. in accordance with the previous paragraphs.
- Any claim by the Customer in respect of Products delivered shall also lapse if:
- the defects are (partly) the result of normal wear and tear, injudicious and/or incorrect handling, use and/or storage or maintenance of the Products; or
- Olivier van Herpt B.V. was not immediately given the opportunity by the Customer to investigate the complaints and fulfil its obligations; or
- the Customer has not, not timely or not properly fulfilled any obligation incumbent upon it.
- Complaints submitted to Olivier van Herpt B.V. will be answered within a period of fourteen (14) days, calculated from the date of receipt. If a complaint requires a foreseeably longer processing time, Olivier van Herpt B.V. will respond within the period of fourteen (14) days with a notice of receipt and an indication of when Customer can expect a more detailed answer.
- If it has been demonstrated that a Product does not comply with the Agreement, Olivier van Herpt B.V. has the choice of either repairing the Product in question upon return or replacing it with a new Product or refunding the invoice value thereof. These General Terms and Conditions apply in full to any replacement delivery.
- The Customer must give Olivier van Herpt B.V. at least four (4) weeks to resolve the complaint in mutual consultation. After this period, a dispute arises that is subject to article 15.
- In so far as not otherwise specified in the Agreement or in additional conditions, the amounts payable by the Customer should be paid within fourteen (14) days after the start of the withdrawal period, or in the absence of a withdrawal period within fourteen (14) days after delivery of the Product(s).
- In case a (partial) advance payment is agreed upon, Customer cannot assert any rights regarding the execution of the order concerned before the stipulated advance payment has been made.
- The Customer has the duty to immediately report inaccuracies in payment details provided or mentioned to Olivier van Herpt B.V.
- If Customer does not meet its payment obligation(s) on time, it shall be in default by operation of law and Olivier van Herpt B.V. shall be entitled to claim interest and extrajudicial collection costs incurred by it. In case of a Consumer, these collection costs amount to a maximum of 15% on outstanding amounts up to € 2,500; 10% on the next € 2,500 and 5% on the following € 5,000, with a minimum of € 40. A Company shall bear the full judicial costs and extrajudicial collection costs.
- Olivier van Herpt B.V. is in no way liable, except in the case of intent and gross negligence, for damage arising as a result of the Products delivered by it and/or any failure in the performance of the Agreement or breach of any other obligations towards the Customer. Olivier van Herpt B.V. shall furthermore, except in the case of intent and gross negligence, not be liable in any way whatsoever for damage arising as a result of the inaccuracy and/or incompleteness and/or unlawfulness of the contents of the Website or any other (advertising) statements made by Olivier van Herpt B.V., the (incorrect) use of the Website or other statements made by Olivier van Herpt B.V. (such as order forms) by the Customer or the provision of incorrect information by the Customer.
- Damage, as referred to in paragraph 1 of this article, which in the opinion of the Customer can be attributed to intent or gross negligence on the part of Olivier van Herpt B.V., must be reported to Olivier van Herpt B.V. in writing as soon as possible, but in any case within thirty (30) days of its occurrence. Damage that has not been brought to the attention of Olivier van Herpt B.V. within that period will not be reimbursed.
- Should liability on the part of Olivier van Herpt B.V. arise at any time despite the provisions of paragraph 1, such liability shall, insofar as allowed by governing law, be limited to a maximum of the invoice amount charged by Olivier van Herpt B.V.
- Any claim by Customer for payment of a stipulated fine or compensation for damages shall lapse one (1) year after the event, as a result of which the fine has become due and payable or the damage has been caused, unless collection in court has commenced within the said period.
- A Company shall indemnify Olivier van Herpt B.V. for and hold Olivier van Herpt B.V. harmless against any and all damages that Olivier van Herpt B.V. may suffer as a result of claims from third parties in connection with the Products delivered by Olivier van Herpt B.V.
12. Force majeure
- Force majeure is understood to mean circumstances that prevent performance of the Agreement and which cannot be attributed to Olivier van Herpt B.V. If and in so far as these circumstances make performance impossible or unreasonably difficult, this shall also include strikes at suppliers of Olivier van Herpt B.V., strikes at the company of Olivier van Herpt B.V., a general lack of goods or services required for the performance agreed upon, unforeseeable stagnation at suppliers or other third parties on which Olivier van Herpt B.V. depends, general transport problems, pandemics, fire, government measures, including import and export bans.
- If the force majeure lasts longer than three (3) months, both parties are entitled to terminate or dissolve the Agreement. Olivier van Herpt B.V. is not obliged to pay any compensation in that case.
13. Intellectual Property
- All Intellectual Property with respect to the Products, the (advertising) communications and all other publications by Olivier van Herpt B.V. including any content on the Website shall be and remain vested with Olivier van Herpt B.V. or its licensor(s).
- The Customer and (other) users of the Website acknowledge these rights and guarantee that they will refrain from any infringement thereof, which includes making copies of Products or of the Website other than technical copies required for the use of the Website (loading and displaying).
- The Website contains hyperlinks to other websites maintained by third parties. Olivier van Herpt B.V. has no influence whatsoever on the information provided on these websites and accepts no liability for damages arising in any way from the use of these websites.
- Olivier van Herpt B.V. bears no responsibility for photographs, descriptions and other information material on the Website and in its other (advertising) material published by third parties.
- Olivier van Herpt B.V. makes every effort to ensure that the Products it delivers do not infringe any third party Intellectual Property but cannot guarantee this. Should it be established in court or expressly acknowledged by Olivier van Herpt B.V. in writing that any Product delivered by Olivier van Herpt B.V. infringes any Intellectual Property of a third party, Olivier van Herpt B.V. shall, at its sole option, replace the Product in question with a Product that does not infringe the Intellectual Property referred to above, or acquire a right of use for the said Product, or take back the Product in question against repayment of the purchase price and less the usual depreciation. The aforesaid shall be the only liability of Olivier van Herpt B.V. The Customer shall not be entitled to invoke this provision if it has not informed Olivier van Herpt B.V. of this fact in writing within a reasonable period of becoming aware of it.
14. Privacy/Processing of Personal Data
15. Applicable law/Competent court
- All legal relationships between Olivier van Herpt B.V. and Customer shall be exclusively governed by Dutch law. The applicability of the Vienna Convention on Contracts for the International Sale of Goods 1980 (CISG) is expressly excluded.
- Disputes between Olivier van Herpt B.V. and Customer shall, insofar as allowed by governing law, be submitted exclusively to the competent court in the place where Olivier van Herpt B.V. has its registered office, unless Olivier van Herpt B.V. as plaintiff or petitioner opts for the competent court in the Customer's place of residence or registered office.
- Deviations from these General Terms and Conditions are only possible when agreed upon between Olivier van Herpt B.V. and Customer in writing and such deviations shall only relate to the Agreement concerned.
- If any provision of these General Terms and Conditions cannot be invoked on the grounds of nullity, reasonableness and fairness or unreasonably onerous nature, the other provisions of these General Terms and Conditions shall remain in full force and effect and, instead of the invalid provision, a provision shall apply that most closely approximates the intention of the original provision.
II. AGREEMENT WITH A CONSUMER
17. Right of withdrawal
- The Consumer may dissolve an Agreement related to the purchase of a Product during a withdrawal period of fourteen (14) days without giving any reasons. Olivier van Herpt B.V. may ask the Consumer about the reason for the withdrawal, but cannot oblige the Consumer to state its reason(s).
- The withdrawal period mentioned in paragraph 1 starts on:
- the day after the Consumer, or a third party designated by the Consumer in advance who is not the carrier, has received the Product; or
- if the Consumer has ordered multiple Products in the same order: the day on which the Consumer, or a third party designated by it, has received the last Product. Olivier van Herpt B.V. may, provided it has clearly informed the Consumer about this during the ordering process, refuse an order for multiple Products with a different delivery time; or
- if the delivery of a Product consists of several shipments or parts: the day on which the Consumer, or a third party designated by it, has received the last shipment or the last part; or
- in case of an Agreement for regular delivery of Products during a certain period: the day on which the Consumer or a third party designated by it has received the first Product.
18. Exclusion of the right of withdrawal
- Olivier van Herpt B.V. may exclude the following Products from the right of withdrawal. In that case, such will be clearly stated in the offer or ultimately prior to the conclusion of the Agreement:
- Agreements concluded at a public auction;
- Products made to the Customer’s specifications, which are not prefabricated and are manufactured on the basis of an individual choice or decision by the Customer or are clearly intended for a specific person.
19. Obligations of the Consumer during the withdrawal period
- During the withdrawal period, the Consumer will treat the Product and its packaging with care. It may only unpack or use the Product to the extent necessary to determine the nature, characteristics and functioning of the Product as it would be allowed to do in a physical shop/showroom.
- The Consumer shall be liable for any depreciation in the value of the Product resulting from a manner of handling the Product that goes beyond what is permitted in paragraph 1.
20. Exercise of the right of withdrawal by the Consumer and costs thereof
- If the Consumer makes use of its right of withdrawal, it shall notify Olivier van Herpt B.V. of this within the withdrawal period by means of the model withdrawal form or in another unambiguous and written manner.
- As soon as possible, but within fourteen (14) days from the day following the notification referred to in paragraph 1, the Consumer shall return the Product or hand it over to (an authorised representative of) Olivier van Herpt B.V. Olivier van Herpt B.V. is under no obligation but may offer to collect the Product itself.
- The Consumer shall return the Product with all delivered accessories and if reasonably possible in original condition and packaging, in accordance with the instructions provided by Olivier van Herpt B.V. and to the return address determined by Olivier van Herpt B.V.
- The Consumer shall bear the costs and risk in connection with the return of the Product.
- The risk and burden of proof of the correct and timely exercise of the right of withdrawal lies with the Consumer.
- If the Consumer makes use of its right of withdrawal, all supplementary contracts in connection with the Agreement shall be cancelled by operation of law.
21. Obligations of Olivier van Herpt B.V. in the event of withdrawal
- If Olivier van Herpt B.V. makes it possible for Consumers to make the notification of withdrawal via electronic means, it shall send an electronic acknowledgement of receipt of this notification without delay.
- Olivier van Herpt B.V. shall reimburse any payments made by the Consumer, including any delivery costs charged by Olivier van Herpt B.V. for the returned Product, without delay but within fourteen (14) days from the day the Consumer has notified Olivier van Herpt B.V. about the withdrawal. Unless Olivier van Herpt B.V. offers to collect the Product itself, it may wait with reimbursement of payments until it has actually received the Product or until the Consumer proves that it has returned the Product, whichever comes first.
- If Products are returned which, in the reasonable opinion of Olivier van Herpt B.V., have suffered damage due to an act or omission of the Consumer or are otherwise at the risk of the Consumer, Olivier van Herpt B.V. shall inform the Consumer of this in writing. Olivier van Herpt B.V. has the right to refuse returned Product(s) or to withhold the depreciation of the Products as a result of this damage from the amount to be refunded to the Consumer.
- For the reimbursement, Olivier van Herpt B.V. shall use the same means of payment as the Consumer has used when placing the order, unless the Consumer agrees to a different method.
- If the Consumer has chosen a more expensive method of delivery than the cheapest standard method of delivery, Olivier van Herpt B.V. is not required to reimburse the costs for the more expensive method of delivery exceeding the cheapest standard method of delivery.
22. Complaints/ODR platform
- The Consumer always has the option of submitting a complaint via the ODR platform.
III. AGREEMENT WITH A COMPANY
23. Payment and security
- Payment must be made in the agreed currency without set-off, discount or suspension for whatever reason.
- If the Company is in default, it shall owe an interest at the rate of 1,5% per (part of the) month.
- In the event of late payment, liquidation, bankruptcy or suspension of payment of the Company, all payment obligations of the Company shall become immediately due and payable, regardless of whether Olivier van Herpt B.V. has already invoiced or pre-financed this, and Olivier van Herpt B.V. shall be entitled to suspend (further) performance of the Agreement or to dissolve the Agreement, without prejudice to Olivier van Herpt B.V.'s right to claim damages.
- Olivier van Herpt B.V. shall at all times be entitled to set-off what it owes to the Company, whether or not due and payable or subject to conditions, against a counterclaim, whether or not due and payable, of the Company against Olivier van Herpt B.V. In the event that the claim of Olivier van Herpt B.V. against the Company is not yet due and payable, Olivier van Herpt B.V. shall not use its right of set-off unless the Company's counterclaim is seized or otherwise recovered, a limited right in rem is established thereon or the Company assigns its counterclaim under a special title. If possible, Olivier van Herpt B.V. will inform the Company in advance of the use of its power to set-off.
- At the first request of Olivier van Herpt B.V. the Company is obliged to provide security in the form required and manner described and, if necessary, to supplement it for the performance of all its obligations. As long as the Company has not complied with this, Olivier van Herpt B.V. shall be entitled to suspend its obligations.
- If the Company has not complied with a request as referred to in the previous paragraph within 14 days of a reminder to that effect, all its obligations shall become immediately due and payable.
24. Delivery, transport and risk
- The Company is obliged to take delivery of the Products purchased at the time they are made available or are delivered to it. If the Company refuses to take delivery or fails to provide information or instructions necessary for delivery, the Products will be stored for a maximum of four (4) weeks at the expense and risk of the Company. In that case, the Company shall owe all additional costs, including in any case storage costs.
- Insofar as shipment and transport of the Products has been agreed between Olivier van Herpt B.V. and the Company, this shall take place at the expense and risk of the Company, even if ownership has not been transferred to the Company yet.
25. Dissolution of the Agreement by Olivier van Herpt B.V.
- If the Company fails to fulfil any obligation arising from the Agreement with Olivier van Herpt B.V., or fails to do so on time, or fails to do so properly, and Olivier van Herpt B.V. has given Company written notice of default, as well as in the event of the Company's bankruptcy, suspension of payments or placement under guardianship or closure or liquidation of its business, Olivier van Herpt B.V. shall be entitled to dissolve the Agreement without judicial intervention and without any obligation to pay damages and without prejudice to its further rights. In such cases all claims that Olivier van Herpt B.V. may have against the Company shall be immediately due and payable in full. If the proper performance by Olivier van Herpt B.V. of its obligations under an Agreement with the Company is wholly or partly impossible, either temporarily or permanently, as a result of one or more circumstances that are not attributable to Olivier van Herpt B.V., which also includes the circumstances referred to in article 12 of these General Terms and Conditions, Olivier van Herpt B.V. shall be entitled to dissolve the Agreement.
Nothing contained in these General Terms and Conditions shall limit the rights Olivier van Herpt B.V. may have under Dutch law.
Annex I: Model withdrawal form
Complete and return this form only if you wish to withdraw from the Agreement.
- To Olivier van Herpt B.V., Hastelweg 153, 5652 CJ Eindhoven, the Netherlands, [email protected]:
- I/We (*) hereby give notice that I/We (*) withdraw from my/our (*) contract of sale of the following goods (*)/for the provision of the following service (*),
- Ordered on (*)/received on (*),
- Name of consumer(s),
- Address of consumer(s),
- Signature of consumer(s) (only if this form is notified on paper),
(*) Delete as appropriate.