GENERAL TERMS & CONDITIONS OF EANOS

 

Article 1: Definitions

1. 'Eanos', located at Putseweg 2, 4631 CM, Hoogerheide, Chamber of Commerce number 83314059, is referred to as the seller in these general terms and conditions.
2. The counterparty of the seller is referred to as the buyer in these general terms and conditions.
3. Parties are the seller and the buyer together.
4. The agreement refers to the purchase agreement between the parties.

Article 2: Applicability of general terms and conditions

1. These terms and conditions apply to all quotations, offers, agreements, and deliveries of services or goods by or on behalf of the seller.
2. Deviations from these terms and conditions can only be agreed upon expressly and in writing by the parties.
3. The parties explicitly exclude the applicability of any additional and/or deviating general terms and conditions of the customer or third parties.

 

Article 3: Payment

1. The full purchase price is always paid immediately in the webshop. In some cases, a deposit may be required for reservations. In that case, the buyer will receive proof of the reservation and the advance payment.
2. If the buyer does not pay on time, they are in default. If the buyer remains in default, the seller is entitled to suspend the obligations until the buyer has fulfilled their payment obligation.
3. 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 will be calculated in accordance with the Decision on reimbursement for extrajudicial collection costs.
4. In case of liquidation, bankruptcy, attachment, or suspension of payment of the buyer, the seller's claims against the buyer are immediately due and payable.
5. 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.
6. If the customer does not pay within the agreed term, 'Eanos' is entitled to charge interest of 2% per month from the day the customer is in default, with a part of a month counting as a whole month.
7. When the customer is in default, they are liable, if applicable, for extrajudicial collection costs and any damages to 'Eanos'.
8. The collection costs as mentioned in paragraph 7 will be calculated in accordance with the Decision on reimbursement for extrajudicial collection costs.

Article 4: Payment Methods

1. Eanos offers the following payment options on the website www.eanos.nl:
2. IDEAL
3. Credit cards (Mastercard, Visa & American Express)
4. Paypal
5. For subscriptions, Eanos applies the following conditions:
6. All subscriptions continue indefinitely from the start of the subscriptions.
7. Upon termination of subscriptions, this will take effect from the next month. Therefore, one transaction will follow after termination.
8. When a customer enters into a subscription, this is for a minimum of 2 months or 2 payment terms.

 

Article 5: Offers, Quotations, and Price

1. Offers are without obligation unless a term of acceptance is specified in the offer. If the offer is not accepted within that specified period, the offer will lapse.
2. Delivery times in quotations are indicative and exceeding them does not entitle the buyer to dissolve the agreement or claim damages, unless the parties have expressly and in writing agreed otherwise.
3. Offers and quotations do not automatically apply to repeat orders. Parties must expressly and in writing agree on this.
4. The price stated on offers, quotations, and invoices consists of the purchase price including the applicable VAT and any other government levies.
5. All prices charged by 'Eanos' are in euros. These prices include VAT and exclude any other costs such as administrative costs, levies, and travel, shipping, or transport costs, unless expressly stated otherwise or agreed otherwise.
6. 'Eanos' reserves the right to change all prices for its products or services, on its website or otherwise communicated, at any time.
7. Increases in the cost prices of products or parts thereof, which 'Eanos' could not foresee at the time of making the offer or entering into the agreement, may lead to price increases.
8. The consumer has the right to dissolve an agreement as a result of a price increase as referred to in paragraph 7, unless the increase is the result of a legal regulation.

 

Article 6: Right of Withdrawal

1. The consumer has the right to dissolve the agreement within 14 days after receiving the order without stating reasons (right of withdrawal). The period starts from the moment the consumer has received the (entire) order. Provided that:
   • The product has not been used
   • It is not a product that can quickly perish, such as food or flowers
   • It is not a product that is specially made or customized for the consumer
   • It is not a product that cannot be returned for hygienic reasons (underwear, swimwear, etc.) if the seal is still intact, in the case of data carriers with digital content (DVDs, CDs, etc.)
   • The product is not a travel ticket, transport ticket, catering order, or form of leisure activity
   • The product is not a single magazine or newspaper
   • It concerns (an order for) emergency repairs
   • The consumer has not waived their right of withdrawal
2. The withdrawal period of 14 days as mentioned in paragraph 1 commences:
   • On the day the consumer has received the last product or part of 1 order.
   • When the consumer has received the first product in a subscription
   • When the consumer has first used a service
   • When the consumer has confirmed that they will be purchasing digital content via the internet
3. There is no right of withdrawal when the products are custom-made according to their specifications or have a short shelf life.
4. The consumer can use a withdrawal form from the seller. The seller is obliged to make this available to the buyer immediately upon request. The consumer can make their invocation of the right of withdrawal known by sending reasons and circumstances to info@eanos.nl.
5. During the withdrawal period, the consumer will handle the product and packaging carefully. They will only unpack or use the product to the extent necessary to assess whether they wish to retain the product. If they exercise their right of withdrawal, they will keep the unused and undamaged product. If the buyer exercises their right of withdrawal, they will return the unused and undamaged product with all supplied accessories and, if reasonably possible, in the original shipping packaging to the seller, in accordance with the reasonable and clear instructions provided by the seller.
6. The consumer is obliged to return the product to 'Eanos' within 14 days after making their right of withdrawal known, failing which their right of withdrawal will lapse.
7. The costs of returning are only borne by 'Eanos' if the entire order is returned. If there is mutual agreement on this.
8. If the purchase costs and any other costs (such as shipping and return costs) are eligible for reimbursement according to the law, 'Eanos' will refund these costs to the consumer within 30 days after receiving the timely invocation of the right of withdrawal, provided that the consumer has returned the product to 'Eanos' in a timely manner.

 

Article 7: Right of Retention

 

1. 'Eanos' may invoke its right of retention and in that case retain products of the customer until the customer has settled all outstanding invoices with 'Eanos', unless the customer has provided sufficient security for those costs.
2. The right of retention also applies based on previous agreements for which the customer still owes payments to 'Eanos'.
3. 'Eanos' is never liable for any damage the customer may suffer as a result of exercising its right of retention.

 

Article 8: Set-Off

1. Unless the customer is a consumer, the customer waives their right to set off a debt to 'Eanos' with a claim against 'Eanos'.

 

Article 9: Suspension

1. Unless the customer is a consumer, the customer waives the right to suspend the performance of any obligation arising from this agreement.

 

Article 10: Reservation of Ownership

1. 'Eanos' remains the owner of all delivered products until the customer has fully complied with all payment obligations to 'Eanos' under any agreement concluded with 'Eanos', including claims for failure to perform.
2. Until then, 'Eanos' can invoke its reservation of ownership and reclaim the services/goods.
3. Before ownership has transferred to the customer, the customer may not pledge, sell, dispose of, or otherwise encumber the products.
4. If 'Eanos' invokes its reservation of ownership, the agreement is deemed dissolved, and 'Eanos' has the right to claim damages, lost profits, and interest.

 

Article 11: Amendment of the Agreement

1. If during the execution of the agreement it appears that it is necessary to change or supplement the work to be performed for proper execution of the assignment, the parties will adjust the agreement accordingly in a timely manner and in mutual consultation.
2. If the parties agree that the agreement is amended or supplemented, this may affect the completion time of the execution. Seller will inform the buyer thereof as soon as possible.
3. If the amendment or supplement to the agreement has financial and/or qualitative consequences, seller will inform buyer thereof in writing in advance.
4. If the parties have agreed on a fixed price, seller will indicate to what extent the change or addition to the agreement results in exceeding this price.
5. Notwithstanding the provisions of the third paragraph of this article, seller cannot charge any additional costs if the change or addition is the result of circumstances attributable to seller.

 

Article 12: Delivery and Transfer of Risk

1. Once the purchased item has been received by the buyer, the risk passes from the seller to the buyer.

 

Article 13: Inspection, Complaints

1. Buyer is obliged to inspect the delivered goods at the time of delivery, but in any case as soon as possible. Buyer must examine whether the quality and quantity of the delivered goods correspond to what the parties have agreed upon, or at least whether the quality and quantity meet the requirements that apply in normal trade.
2. Complaints regarding damages, shortages, or loss of delivered goods must be submitted to the seller in writing within 14 working days after the day of delivery of the goods by the buyer.
3. If the complaint is upheld within the specified period, the seller has the right to either repair, redeliver, or refrain from delivery and send the buyer a credit note for that part of the purchase price.
4. Minor and/or customary deviations in quality, quantity, size, or finish cannot be objected to by the buyer.
5. Complaints regarding a particular product do not affect other products or components belonging to the same agreement.
6. After processing the goods by the buyer, no further complaints will be accepted.

Article 14: Right of Reclamation

1. Once the customer is in default, 'Eanos' is entitled to invoke the right of reclamation with regard to the unpaid products delivered to the customer.
2. 'Eanos' invokes the right of reclamation by means of a written or electronic notification.
3. Once the customer has been informed of the invoked right of reclamation, the customer must immediately return the products to 'Eanos', unless parties have made other arrangements about this.
4. The costs for retrieving or returning the products are borne by the customer.

 

Article 15: Right to Dissolution

1. The customer has the right to dissolve the agreement when 'Eanos' culpably fails to fulfill its obligations, unless this failure, given its special nature or minor significance, does not justify dissolution.
2. If the performance of the obligations by 'Eanos' is not permanently or temporarily impossible, dissolution can only take place after 'Eanos' is in default.
3. 'Eanos' has the right to dissolve the agreement with the customer if the customer does not fully or timely fulfill its obligations under the agreement, or if 'Eanos' becomes aware of circumstances that give them good reason to fear that the customer will not be able to fulfill its obligations.

 

Article 16: Samples and models

1. If a sample or model has been shown or provided to the buyer, it is presumed to have been provided merely as an indication without the delivered item needing to correspond to it. This is different if parties have expressly agreed that the delivered item will correspond to it.
2. In agreements concerning real estate, mention of the surface area or other dimensions and indications are also presumed to have been provided merely as an indication without the delivered item needing to correspond to them.
3. If the customer has received a sample or model of a product, they cannot derive any rights from it other than that it is an indication of the nature of the product, unless parties have expressly agreed that the delivered products correspond to the sample or model.

 

Article 17: Delivery

1. Delivery takes place "ex works/store/warehouse". This means that all costs are for the buyer.
2. The buyer is obliged to accept the goods at the moment when the seller delivers them to him or has them delivered to him, or at the moment when these goods are made available to him according to the agreement.
3. If the buyer refuses acceptance or is negligent in providing information or instructions necessary for delivery, the seller is entitled to store the item at the expense and risk of the buyer.
4. If the items are delivered, the seller is entitled to charge any delivery costs. If the seller needs data from the buyer for the execution of the agreement, the delivery time starts.
5. If the seller needs data from the buyer for the execution of the agreement, the delivery time starts after the buyer has made these data available to the seller.
6. A delivery period stated by the seller is indicative. This is never a deadline. In case of exceeding the deadline, the buyer must put the seller in default in writing.
7. The seller is entitled to deliver the goods in parts, unless parties have agreed otherwise in writing or partial delivery does not have an independent value. In case of delivery in parts, the seller is entitled to invoice these parts separately.
8. Delivery takes place as long as supplies last.
9. In case of late payment, there is creditor default, as a result of which the customer cannot object to a delayed delivery to 'Eanos'.
10. If the agreed amounts are not paid or not paid on time, 'Eanos' has the right to suspend its obligations until the agreed part has been paid.

 

Article 18: Delivery Time

1. The delivery times specified by 'Eanos' are indicative and exceeding them does not entitle the customer to dissolution or compensation, unless expressly agreed otherwise in writing between the parties.
2. The delivery time starts when the customer has completed the (electronic) ordering process in full and has received confirmation (electronically) from 'Eanos'.
3. Exceeding the specified delivery time does not entitle the customer to compensation and neither the right to dissolve the agreement, unless 'Eanos' cannot deliver within 14 days after having been reminded of this in writing or unless the parties have agreed otherwise.

 

Article 19: Actual Delivery

1. The customer must ensure that the actual delivery of the ordered products can take place on time.

 

Article 20: Transport Costs

1. Transport costs are borne by the customer unless otherwise agreed upon by the parties.

 

Article 21: Packaging and Shipping

1. If the packaging of a delivered product is opened or damaged, the customer must have the carrier or delivery person make a note of this before accepting the product; otherwise, 'Eanos' cannot be held liable for any damage.
2. If the customer arranges the transport of a product themselves, they must report any visible damage to products or packaging to 'Eanos' before transport; otherwise, 'Eanos' cannot be held liable for any damage.

 

Article 22: Storage

1. If the customer only takes delivery of ordered products later than the agreed delivery date, the risk of any loss of quality is entirely for the customer, and 'Eanos' is not liable for this.
2. Any additional costs resulting from early or delayed acceptance of products are entirely for the customer's account.

 

Article 23: Exchange/Return

Exchanges/returns are only possible if the following conditions are met:

1. Exchanges/returns take place within 14 days of purchase upon presentation of the original invoice.
2. The product is returned in the original packaging with the seal still intact on the product or with the original (price) tags still attached.
3. The product has not been used or opened, and the label/tag is not damaged.
4. 'Sample' (a trial or test version) products cannot be returned. If the buyer attempts to return a 'sample', the possibility of a refund is nullified.
5. Discounted items, perishable items such as food, custom-made items, or items specially adapted for the customer cannot be returned.
6. All shipping costs in the event of returning or exchanging products are the responsibility of the customer.
7. Print-on-Demand products are produced only after purchase and then shipped. This makes these products custom-made for you. Therefore, returns or refunds are not possible.
8. If a different arrangement regarding returns has been made in writing with a contact person from Eanos, the above clauses always apply.

 

Article 24: Indemnification

1. The customer indemnifies 'Eanos' against all claims from third parties related to the products and/or services provided by 'Eanos'.

 

Article 25: Force Majeure

1. If the seller cannot, not timely, or not properly fulfill his obligations under the agreement due to force majeure, he is not liable for damages suffered by the buyer.
2. The parties understand force majeure to mean any circumstance that the seller could not take into account at the time of entering into the agreement and as a result of which the normal execution of the agreement cannot reasonably be demanded by the buyer, such as illness, war or threat of war, civil war and riot, violence, sabotage, terrorism, energy disruption, flood, earthquake, fire, occupation of the business, strikes, lockouts, changed government measures, transport difficulties, and other disruptions in the seller’s business.
3. Furthermore, the parties understand force majeure to mean the situation in which suppliers on whom the seller depends for the execution of the agreement do not fulfill their contractual obligations towards the seller, unless this is attributable to the seller.
4. If a situation as referred to above occurs as a result of which the seller cannot fulfill his obligations towards the buyer, those obligations will be suspended as long as the seller cannot fulfill his obligations. If the situation referred to in the previous sentence has lasted 30 calendar days, the parties have the right to dissolve the agreement in writing in whole or in part.
5. In the event that the force majeure lasts longer than three months, the buyer has the right to dissolve the agreement with immediate effect. Dissolution can only be done by registered letter.
6. 'Eanos' is not liable for any (damage) compensation in a force majeure situation, even if it benefits from the force majeure situation in any way.

 

Article 26: Transfer of Rights

1. A party’s rights under this agreement cannot be transferred without the prior written consent of the other party.
2. This provision is intended to have proprietary effect as referred to in Article 3:83, paragraph 2 of the Dutch Civil Code.

 

Article 27: Retention of Title and Right of Retention

1. Items and components present with the seller and delivered items remain the property of the seller until the buyer has paid the full agreed price. Until then, the seller can invoke his retention of title and reclaim the items.
2. 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. This constitutes creditor’s default. A delayed delivery cannot be held against the seller in that case.
3. The seller is not authorized to pledge or encumber the items falling under his retention of title in any other way.
4. The seller undertakes to insure and keep insured the items delivered under retention of title against fire, explosion, and water damage as well as theft and to provide the policy for inspection upon first request.
5. If items have not yet been delivered but the agreed advance payment or price has not been paid as agreed, the seller has the right of retention. The item will not be delivered until the buyer has paid in full and as agreed.
6. In the event of liquidation, insolvency, or suspension of payment by the buyer, the buyer's obligations are immediately due and payable.

 

Article 28: Joint and Several Liability of the Customer

1. If 'Eanos' enters into an agreement with multiple customers, each of them is jointly and severally liable for the full amounts they owe to 'Eanos' under that agreement.

 

Article 29: Liability

1. Any liability for damages 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.
2. The seller's liability for damages resulting from intent or deliberate recklessness by the seller or his managerial subordinates is not excluded.
3. If 'Eanos' is liable for any damage, it is only liable for direct damage arising from or related to the execution of an agreement.
4. 'Eanos' is never liable for indirect damage, such as consequential damage, lost profit, missed savings, or damage to third parties.
5. If 'Eanos' is liable, this liability is limited to the amount paid out by a concluded (professional) liability insurance and in the absence of (full) payout by an insurance company of the damage amount, the liability is limited to the (part of the) invoice amount to which the liability relates.
6. All images, photos, colors, drawings, descriptions on the website or in a catalog are only indicative and are only approximate and cannot be a reason for compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.

 

Article 30: Notice of Default

1. The customer must notify 'Eanos' in writing of any notice of default.
2. It is the customer's responsibility to ensure that a notice of default actually reaches 'Eanos' (on time).

 

Article 31: Complaints

1. The customer must examine a product or service delivered by 'Eanos' for any shortcomings as soon as possible.
2. If a delivered product or service does not meet what the customer could reasonably expect from the agreement, the customer must inform 'Eanos' of this as soon as possible, but in any case within 14 days after discovering the shortcomings.
3. Consumers must inform 'Eanos' of shortcomings no later than 14 days after discovering them.
4. The customer must provide as detailed a description of the shortcoming as possible so that 'Eanos' can respond adequately.
5. The customer must demonstrate that the complaint relates to an agreement between the parties.
6. If a complaint relates to ongoing work, this cannot result in 'Eanos' being required to perform other work than agreed.

 

Article 32: Complaint Duty

1. The buyer is obliged to report complaints about the performed work directly to the seller. The complaint must contain as detailed a description of the shortcoming as possible so that the seller can respond adequately.
2. If a complaint is well-founded, the seller is obliged to repair and possibly replace the item.

 

Article 33: Warranties

1. If the agreement includes guarantees, the following applies. The seller guarantees that the sold item complies with the agreement, will function without defects, and is suitable for the use intended by the buyer. This guarantee is valid for a period of 14 days after receipt of the sold item by the buyer.
2. The intended guarantee aims to establish such a risk distribution between the seller and the buyer that the consequences of a breach of a guarantee are always fully borne by the seller and that the seller can never invoke Article 6:75 of the Dutch Civil Code regarding a breach of a guarantee. The provision in the previous sentence also applies if the breach was known to the buyer or could have been known through investigation.
3. The mentioned guarantee does not apply if the defect is the result of improper or inappropriate use or if - without permission - the buyer or third parties have made changes or tried to make changes or have used the purchased item for purposes for which it is not intended.
4. If the guarantee provided by the seller relates to an item produced by a third party, the guarantee is limited to the guarantee provided by that producer.

 

Article 34: Consequences of Nullity or Voidability

1. If one or more provisions of these general terms and conditions are found to be null or voidable, this does not affect the other provisions of these conditions.
2. A provision that is null or voidable will be replaced by a provision that comes closest to what 'Eanos' intended at the point of drafting the conditions.

 

Article 35: Personal Data

1. 'Eanos' processes customer data in accordance with the privacy statement. This can be found at http://eanos.shop in the footer of the website under ‘Privacy Statement’.

 

Article 36: Applicable Law and Competent Court

1. Every agreement between the parties is exclusively governed by Dutch law.
2. The Dutch court in the district where 'Eanos' is located/practices/has an office is exclusively competent to take cognizance of any disputes between the parties, unless the law mandatorily prescribes otherwise.
3. The applicability of the Vienna Sales Convention is excluded.
4. If in a judicial procedure one or more provisions of these general terms and conditions are deemed unreasonably onerous, the other provisions will remain in full force.

 

Article 37: Amendment of General Terms and Conditions

1. 'Eanos' is entitled to amend or supplement these general terms and conditions.
2. Minor changes can be made at any time.
3. Major substantive changes will be discussed with the customer in advance if possible.
4. Consumers are entitled to terminate the agreement in the event of a significant change in the general terms and conditions.

 

Prepared and approved on 17-05-2024