Informativa legale

General Terms and Conditions of Panacea, part of Enterprises By Z&C

Article 1: Definitions

Enterprises by Z&C, located in Bussum, Chamber of Commerce number 75233274, is referred to in these general terms and conditions as the seller.
The counterparty of the seller is referred to as the buyer.
The seller and the buyer together are referred to as the parties.
The agreement refers to the purchase agreement between the parties.

Article 2: Applicability of the General Terms and Conditions

These terms and conditions apply to all quotations, offers, agreements, and deliveries of services or goods by or on behalf of the seller.
Deviation from these conditions is only possible if expressly agreed upon in writing by the parties.

Article 3: Payment

The full purchase price is always paid immediately in the webshop. In some cases, a deposit is required for reservations. In such cases, the buyer will receive proof of the reservation and the prepayment.
If the buyer does not pay on time, they are in default. If the buyer remains in default, the seller is entitled to suspend obligations until the buyer meets their payment obligation.
If the buyer remains in default, the seller will proceed with collection. The costs associated with this collection will be borne by the buyer. These collection costs are calculated based on the Dutch Decree on compensation for extrajudicial collection costs.
In the event of liquidation, bankruptcy, seizure, or suspension of payment of the buyer, the seller’s claims on the buyer are immediately due and payable.
If the buyer refuses to cooperate in the execution of the order by the seller, they are still obliged to pay the agreed price to the seller.

Article 4: Offers, Quotations, and Prices

Offers are non-binding unless a term for acceptance is stated in the offer. If the offer is not accepted within the stated period, the offer expires.
Delivery times in quotations are indicative and do not entitle the buyer to dissolution or compensation if exceeded, unless expressly agreed otherwise in writing by the parties.
Offers and quotations do not automatically apply to repeat orders. This must be expressly agreed upon in writing by the parties.
The price stated in offers, quotations, and invoices includes the purchase price, VAT, and any other government levies.

Article 5: Right of Withdrawal

The consumer has the right to dissolve the agreement within 30 days after receipt of the order without giving any reason (right of withdrawal). The period starts when the (complete) order is received by the consumer.
There is no right of withdrawal if the products are custom-made according to specifications or have a limited shelf life.
The consumer can use a return form provided by the seller. The seller is obliged to make this available to the buyer immediately upon request.
During the reflection period, the consumer will handle the product and packaging with care. If they use their right of withdrawal, the consumer will return the unused and undamaged product, with all accompanying items and – if reasonably possible – in the original shipping packaging to the seller, following the reasonable and clear instructions provided by the seller.

Article 6: Amendment of the Agreement

If, during the execution of the agreement, it becomes apparent that it is necessary to modify or supplement the work to be performed for proper execution, the parties will adjust the agreement accordingly in a timely manner and by mutual agreement.
If the parties agree to amend or supplement the agreement, the completion time of the execution may be affected. The seller will inform the buyer as soon as possible.
If the amendment or supplement to the agreement has financial and/or qualitative consequences, the seller will inform the buyer of this in writing in advance.
If the parties have agreed on a fixed price, the seller will indicate the extent to which the amendment or supplement to the agreement will result in an exceeding of this price.
In deviation from the third paragraph of this article, the seller may not charge additional costs if the amendment or supplement is the result of circumstances attributable to them.

Article 7: Delivery and Transfer of Risk

The risk passes from the seller to the buyer as soon as the purchased item is received by the buyer.

Article 8: Inspection and Complaints

The buyer is obliged to inspect the delivered goods at the time of delivery or within the shortest possible period. The buyer must check whether the quality and quantity of the delivered goods comply with the agreement or meet the usual standards in commerce.
Complaints about damage, shortages, or loss of delivered goods must be reported in writing to the seller within 10 working days of the delivery date.
If the complaint is declared valid within the set term, the seller has the right to repair, replace, or cancel the delivery and send the buyer a credit note for that part of the purchase price.
Minor deviations and/or customary differences in quality, quantity, size, or finish cannot be held against the seller.
Complaints regarding a specific product do not affect other products or parts of the same agreement.
Complaints are no longer accepted once the buyer has processed the goods.

Article 9: Samples and Models

If a sample or model has been shown or provided to the buyer, it is presumed to have been provided only as an indication, without the delivered item needing to match it. This is different if the parties have expressly agreed that the delivered item will correspond to it.
In agreements relating to real estate, the area or other dimensions and indications are also presumed to have been provided as an indication, without the delivered item needing to match it.

Article 10: Delivery

Delivery is made "ex works/store/warehouse." This means that all costs are borne by the buyer.
The buyer is obliged to take possession of the goods when the seller delivers them or has them delivered or when these goods are made available to them according to the agreement.
If the buyer refuses to take possession or is negligent in providing information or instructions necessary for delivery, the seller is entitled to store the goods at the buyer's expense and risk.
If the goods are delivered, the seller is entitled to charge delivery costs.
If the seller requires information from the buyer for the execution of the agreement, the delivery period begins after the buyer has made it available to the seller.
A delivery period specified by the seller is indicative. It is never a strict deadline. If the period is exceeded, the buyer must give the seller written notice of default.
The seller is entitled to deliver the goods in parts, unless the parties have agreed otherwise in writing or the partial delivery has no independent value. The seller is entitled to invoice these parts separately.

Article 11: Force Majeure

If the seller cannot meet their obligations under the agreement due to force majeure, they are not liable for any damage suffered by the buyer.
Force majeure includes any circumstance that the seller could not take into account at the time of concluding the agreement and as a result of which the normal execution of the agreement cannot reasonably be required by the buyer, such as illness, war or war danger, civil war, unrest, sabotage, terrorism, power failure, flood, earthquake, fire, business occupation, strike, lockout, changed government measures, transport difficulties, and other disruptions in the seller's business.
Force majeure also includes the situation where suppliers on whom the seller depends for the execution of the agreement do not fulfill their contractual obligations to the seller, unless this is attributable to the seller.
If a situation as described above arises, as a result of which the seller cannot fulfill their obligations to the buyer, these obligations will be suspended for as long as the seller is unable to fulfill them. If this situation has lasted for 30 calendar days, both parties have the right to dissolve the agreement in writing in whole or in part.
If the force majeure lasts longer than three months, the buyer has the right to dissolve the agreement with immediate effect. Dissolution must be done by registered letter.

Article 12: Transfer of Rights

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

Article 13: Retention of Title and Right of Retention

The goods present with the seller and the delivered goods and parts remain the property of the seller until the buyer has paid the entire agreed price. Until that time, the seller can invoke their retention of title and reclaim the goods.
If the agreed advance payments are not made or not made on time, the seller has the right to suspend the work until the agreed part is paid. In that case, there is a creditor’s default, and a late delivery cannot be invoked against the seller.
The seller is not entitled to pledge or encumber the goods subject to retention of title in any other way.
The seller undertakes to insure and keep insured the goods delivered under retention of title against fire, explosion, and water damage as well as theft and to make the policy of this insurance available for inspection at the buyer's first request.
If goods have not yet been delivered but the agreed advance payment or price has not been paid in accordance with the agreement, the seller has a right of retention. In that case, the goods will only be delivered after the buyer has fully paid in accordance with the agreement.
In the event of liquidation, insolvency, or suspension of payment by the buyer, the obligations of the buyer become immediately due and payable.

Article 14: Liability

Any liability for damage arising from or related to the execution of an agreement is always limited to the amount paid out in the relevant case by the liability insurance(s) taken out. This amount is increased by the amount of the deductible according to the relevant policy.
Liability of the seller for damage resulting from intent or deliberate recklessness by the seller or their executive subordinates is not excluded.

Article 15: Duty to Complain

The buyer is obliged to report any complaints about the performed work to the seller without delay. The complaint must contain a detailed description of the shortcoming to enable the seller to respond adequately.
If a complaint is justified, the seller is obliged to repair or replace the items as necessary.

Article 16: Warranties

If warranties are included in the agreement, the following applies. The seller guarantees that the sold item complies with the agreement, functions without defects, and is suitable for the intended use by the buyer. This warranty is valid for a period of two calendar years from the date the buyer receives the item.
This warranty aims to establish a risk distribution between the seller and the buyer, ensuring that the consequences of a breach of warranty are entirely at the seller's expense, and the seller cannot invoke Article 6:75 of the Dutch Civil Code regarding a breach of warranty. This provision applies even if the breach was known to the buyer or could have been known through an investigation.
This warranty does not apply if the defect results from improper or inappropriate use, or if the buyer or third parties, without permission, have made or attempted to make modifications to the item, or have used it for purposes other than those intended.
If the warranty provided by the seller concerns an item produced by a third party, the warranty is limited to what that producer offers.

Article 17: Applicable Law and Competent Court

Dutch law exclusively governs any agreement between the parties.
The Dutch court in the district where Enterprises by Z&C is located has exclusive jurisdiction to hear disputes between the parties, unless mandatory law dictates otherwise.
The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
If one or more provisions of these general terms and conditions are deemed unreasonably burdensome in a legal procedure, the remaining provisions shall remain in full force.