General Terms and Conditions

Retrieved February 22, 2019.

General Terms and Conditions FlinQ Commerce, located at Eemweg 74, 3755LD in Eemnes, registered with the Chamber of Commerce under number 68579756.

Definitions
In these Terms and Conditions, the following terms are used in the following meanings unless expressly stated otherwise.

General Terms and Conditions: The general terms and conditions as stated below.
FlinQ commerce: FlinQ commerce, registered with the Chamber of Commerce under number 68579756

Agreement: any agreement entered into between FlinQ commerce and the Other Party.

Product: All matters that are the subject of the contract concluded between the Other Party and FlinQ commerce.

Discount Code: A discount code, which meets the authenticity characteristics, from which, against proper use of the discount code, the other party obtains the product at a discount.

Other Party: The person who has accepted these general terms and conditions and purchased the product.

Scope
These General Terms and Conditions apply to every offer, quotation and Agreement concluded between FlinQ commerce and the Other Party, unless these General Terms and Conditions have been expressly deviated from by the parties in writing.

These General Terms and Conditions shall also apply to agreements with FlinQ commerce, the execution of which requires the involvement of third parties.

The applicability of any purchasing or other General Terms and Conditions of the Other Party is expressly rejected.
If one or more provisions of these General Terms and Conditions are found to be void or voidable, the General Terms and Conditions shall otherwise remain in force. In the event of such a situation, FlinQ commerce and the Counterparty shall consult with a view to agreeing new provisions to replace the void or nullified provisions.
Deviations from the Agreement and General Terms and Conditions shall be valid only if expressly agreed in writing with FlinQ commerce.

If FlinQ commerce does not always require strict compliance with these terms and conditions, this does not mean that the provisions thereof do not apply, or that FlinQ commerce would to any extent lose the right to require strict compliance with the provisions of these terms and conditions in other cases.

Offers and/or quotations
Offers and/or quotations shall be made in writing and/or electronically, unless urgent circumstances make this impossible.

All offers and/or quotations of FlinQ commerce are without obligation, unless the offer and/or quotation sets a deadline for acceptance or the goods to which the offer and/or quotation relates have already been sold. If a deadline for acceptance has been specified in the offer and/or quotation, the offer and/or quotation will lapse when this deadline has expired.

The offer and/or quotation is valid while supplies last.
FlinQ commerce cannot be held to its offers and/or quotations if the Counterparty should have understood, in terms of reasonableness and fairness and generally accepted views, that the offer and/or quotation or any part thereof contains an obvious mistake or slip of the pen.

If the acceptance, whether or not on minor points, differs from the offer included in the offer and/or quotation then FlinQ commerce shall not be bound by it. The Agreement will then not be established in accordance with this deviating acceptance, unless FlinQ commerce indicates otherwise.
A composite quotation shall not oblige FlinQ commerce to deliver a portion of the items included in the offer and/or quotation at a corresponding portion of the quoted price. Offers and/or quotations do not automatically apply to future orders or repeat orders.

Formation of agreement
The Agreement shall be established by timely acceptance by the Other Party of the offer and/or quotation of FlinQ commerce.

Termination of agreement
FlinQ commerce and the Other Party may at any time terminate the agreement by mutual consent.

Cancellation agreement
The Other Party has the right to cancel the Agreement within fourteen days of the Agreement’s conclusion. In case of cancellation, FlinQ commerce will charge the costs already incurred. FlinQ commercede Counterparty will provide an overview of this. In addition, in case of cancellation, FlinQ commerce has the right to charge 35% of the agreed fee in connection with lost profits. In case of force majeure, the Other Party is not obliged to pay the full Fee.

Duration of agreement
The Agreement is entered into for a definite period, unless the nature of the Agreement dictates otherwise or if the parties have expressly agreed otherwise in writing.

Modification of agreement
If during the execution of the Agreement it appears that for a proper execution it is necessary to modify or supplement the Agreement, FlinQ commerce will inform the Other Party as soon as possible. The parties will then proceed to adjust the Agreement in a timely manner and by mutual agreement.

If the parties agree to amend or supplement the Agreement, the time of completion of performance may be affected. FlinQ commerce will inform the Other Party of this as soon as possible.

If the amendment or supplement to the Agreement will have financial, quantitative and/or qualitative consequences, FlinQ commerce will inform the Counterparty in advance.

If a fixed price has been agreed upon, FlinQ commerce will indicate the extent to which the amendment or supplement to the Agreement affects the price. In doing so, FlinQ commerce will try, to the extent possible, to provide a quote in advance.

FlinQ commerce will not be able to charge additional costs if the amendment or supplement is the result of circumstances attributable to FlinQ commerce.

Amendments to the Agreement originally concluded between the Other Party and FlinQ commerce shall only be valid from the moment these amendments have been accepted in writing by both parties through an additional or amended Agreement.

Execution of agreement
FlinQ commerce has the right to have the Agreement performed by third parties.

FlinQ commerce has the right to execute the Agreement in stages. If the Agreement is performed in stages, FlinQ commerce shall be entitled to invoice each part performed separately and require payment for it.

If the Agreement is executed in phases, FlinQ commerce shall be entitled to suspend the execution of those parts belonging to the next phase or phases until the Other Party has approved in writing the results of the preceding phase.

If and as long as this invoice is not paid by the Counterparty, FlinQ commerce shall not be obliged to execute the next phase and shall be entitled to suspend the Agreement.

The Counterparty shall timely provide FlinQ commerce with all data or instructions that are necessary for the execution of the Agreement or that the Counterparty should reasonably understand are necessary for the execution of the Agreement.

If the foregoing data and instructions are not provided or not provided on time, FlinQ commerce shall be entitled to suspend performance of the Agreement. Additional costs incurred due to the delay shall be borne by the Other Party.

Prices
Prices are expressed in euros, excluding VAT and other government levies, unless otherwise indicated.

Prices include packaging, delivery or shipping and handling charges unless otherwise indicated.

Of all additional costs FlinQ commerce will inform the Counterparty in good time before the conclusion of the Contract or provide data on the basis of which these costs can be calculated by the Counterparty.

Price Change
If FlinQ commerce agrees a fixed price with the Counterparty at the conclusion of the Agreement, FlinQ commerce shall be entitled to increase the price, even if the price was not originally given under reservation.

If FlinQ commerce intends to change the price, it will notify the Other Party as soon as possible.

If a price increase occurs within three months of the conclusion of the Agreement, the Other Party may dissolve the Agreement by a written statement, unless:
– the price increase results from a power or an obligation resting on FlinQ commerce under the law;
– the price increase is caused by an increase in the price of raw materials, wages et cetera or on other grounds that were not reasonably foreseeable when the Agreement was concluded;
– FlinQ commerce is still willing to perform the Agreement on the basis originally agreed upon;
– stipulated that delivery will take place more than three months after the purchase.

The Other Party is entitled to rescind the Agreement if the price is increased more than three months after the conclusion of the Agreement, unless the Agreement stipulates that delivery will take place more than three months after the purchase.

Delivery
Delivery takes place by making the item available to the Other Party. After delivery, the risk of the item passes to the Other Party.

Delivery shall take place at the location of FlinQ commerce or at the address specified by the Other Party, unless otherwise agreed. The Other Party is obliged to take delivery of the purchased items at the time they are made available or handed to him.

If the Other Party refuses to take delivery at the place of delivery or is negligent in providing data or instructions necessary for delivery, the items destined for delivery will be stored at the risk and expense of the Other Party. In that case, the Other Party will owe all additional costs.

Delivery times
Delivery will take place within a period specified by FlinQ commerce.

FlinQ commerce will always state the delivery times in respect of the relevant item on the website.
If a deadline has been agreed or specified for the delivery of the item, this deadline is only indicative and is never to be considered a deadline.

If FlinQ commerce requires data or instructions from the Counterparty that are necessary for delivery, the delivery time shall start after the Counterparty has provided them to FlinQ commerce.
If the delivery term is exceeded, the Other Party must give FlinQ commerce written notice of default, in which FlinQ commerce is still given a reasonable period to deliver the item.

A notice of default is not necessary when delivery has become permanently impossible or it has otherwise become apparent that FlinQ commerce will not fulfill its obligations under the Agreement. If FlinQ commerce fails to deliver within this period, the Other Party shall be entitled to dissolve the Contract without judicial intervention and/or to demand compensation.

Risk transfer
The goods that are the subject of the Agreement shall be at the expense and risk of FlinQ commerce until the time the goods are made available to the Other Party.

The risk of loss, damage or decrease in value of items that are the subject of the Agreement shall pass to the Other Party at the time when items are available to the Other Party or a third party designated by the Other Party.

Payment
Payment must be made in a manner to be indicated by FlinQ commerce within the term indicated on the invoice and in the currency in which invoicing took place, unless otherwise agreed.

FlinQ commerce and the Other Party may agree that payment will be made in installments. If payment in installments has been agreed upon, the Other Party must pay according to the installments and percentages set forth in the Agreement.

The Other Party is not authorized to deduct from the amount due any amount on account of a counterclaim asserted by it.
Objections to the amount of the invoice do not suspend the payment obligation.

After the expiry of the payment term stated on the relevant invoice, the Other Party shall, without notice of default, be in default by operation of law. The Other Party shall owe interest of 2% per month on the amount due from the moment of default, unless the legal interest rate is higher.

In case of bankruptcy, suspension of payment or receivership, the claims of FlinQ commerce and the obligations of the Other Party to FlinQ commerce shall be immediately due and payable.

Collection costs
If the Other Party defaults or is in default in the (timely) fulfillment of its obligations, all reasonable costs to obtain satisfaction out of court shall be borne by the Other Party. In any case, the Other Party shall owe collection costs.

With respect to the extrajudicial (collection) costs, FlinQ commerce shall be entitled, in deviation from article 6:96 subsection 5 of the Civil Code and the Compensation for Extrajudicial Collection Costs Decree, to compensation of 15% of the total outstanding principal amount with a minimum of € 90 for each invoice that has not been paid in full or in part.
Any reasonable legal costs and execution costs incurred shall also be borne by the Other Party.

Discount code
A discount code can only be used at FlinQ commerce.
The Other Party must keep the discount code carefully. There is no compensation in case of loss.

A discount code is only valid during its validity period. The validity period will be mentioned in the newsletter in which the discount code is provided.

Vouchers cannot be returned or redeemed for cash.

Retention of title
All goods delivered by FlinQ commerce in the context of the Agreement shall remain the property of FlinQ commerce until the counterparty has properly fulfilled and fully paid what it owes under the Agreement.

Also included in the amount due is the reimbursement of all costs and interest, including previous and subsequent deliveries and services rendered, as well as claims for damages for failure to perform.
As long as the ownership of the delivered goods has not passed to the Other Party, it may not resell, pledge or encumber in any other way anything subject to retention of title, except within the normal course of its business.

Suspension
If the Counterparty fails to fulfill an obligation under the Agreement in full or in a timely manner, FlinQ commerce shall be entitled to suspend fulfillment of the corresponding obligation. In case of partial or unsatisfactory fulfillment, suspension is permitted only to the extent justified by the failure. Furthermore, FlinQ commerce is authorized to suspend performance of its obligations if:
– after the conclusion of the Agreement FlinQ commerce has become aware of circumstances that give good reason to fear that the Other Party will not fulfill its obligations;
– the Other Party was requested at the conclusion of the Agreement to provide security for the fulfillment of its obligations under the Agreement and this security is not provided or is insufficient;
– circumstances arise which are of such a nature that fulfillment of the Agreement is impossible or that unaltered maintenance of the Agreement cannot reasonably be required of FlinQ commerce.
FlinQ commerce retains the right to claim damages.

Dissolution
If the Counterparty fails to fulfill an obligation under the Agreement or fails to do so fully, on time or properly, FlinQ commerce shall be authorized to dissolve the Agreement with immediate effect, unless the failure does not justify dissolution in view of its minor significance. Furthermore, FlinQ commerce is authorized to dissolve the Agreement with immediate effect if:
– after the conclusion of the Agreement FlinQ commerce has become aware of circumstances that give good reason to fear that the Other Party will not fulfill its obligations;
– the Other Party was requested at the conclusion of the Agreement to provide security for the fulfillment of its obligations under the Agreement and this security is not provided or is insufficient;
– due to the delay on the part of the Counterparty, FlinQ commerce can no longer be required to fulfill the Agreement against the originally agreed conditions;
– circumstances arise which are of such a nature that fulfillment of the agreement is impossible or that unaltered maintenance of the agreement cannot reasonably be required of FlinQ commerce;
– the Other Party is declared bankrupt, files a petition for suspension of payments, applies for the application of the debt restructuring of natural persons, faces an attachment of all or part of its property;
– the Other Party is placed in receivership;
– the Other Party dies.

Dissolution shall be by written notice without judicial intervention.

If the Agreement is dissolved, FlinQ commerce’s claims against the Counterparty shall be immediately due and payable.
If FlinQ commerce dissolves the contract on the foregoing grounds, FlinQ commerce shall not be liable for any costs or damages.

If the dissolution is attributable to the Counterparty, the Counterparty shall be liable for the loss suffered by FlinQ commerce.

Force majeure
A shortcoming cannot be attributed to FlinQ commerce or the Counterparty, as the shortcoming is not due to its fault, nor by virtue of law, legal act or generally accepted practice. In this case, the parties are also not bound to fulfill the obligations under the Agreement.
In these General Terms and Conditions, force majeure means, in addition to what is understood in that respect in the law and jurisprudence, all external causes, foreseen or unforeseen, on which FlinQ commerce can have no influence and which prevent FlinQ commerce from being able to fulfill its obligations.

Circumstances giving rise to force majeure shall be considered to include: lockout, fire, water damage, natural disasters or other external calamities, mobilization, war, traffic restrictions, blockades, import or export barriers or other government measures, stagnation or delay in the supply of raw materials or machine parts, as well as any circumstance as a result of which the normal course of business is impeded as a result of which fulfillment of the Agreement by FlinQ commerce may not reasonably be required of the Other Party.

FlinQ commerce also has the right to invoke force majeure if the circumstance preventing (further) fulfillment of the Agreement occurs after FlinQ commerce should have fulfilled its commitment.
In the event of force majeure, the parties are not obliged to continue the Agreement, nor are they obliged to pay any damages.

Both FlinQ commerce and the Counterparty may suspend the obligations under the Agreement in whole or in part during the period that the force majeure continues. If this period exceeds two months, both parties are entitled to terminate the Agreement with immediate effect, by written notice, without judicial intervention, without the parties being able to claim any compensation.

If the force majeure situation is temporary, FlinQ commerce reserves the right to suspend the agreed performance for the duration of the force majeure situation. In case of permanent force majeure, both parties are entitled to dissolve the Agreement out of court.

If FlinQ commerce has already partially fulfilled its obligations under the Agreement at the time of the occurrence of force majeure or will be able to fulfill them, and the part fulfilled or to be fulfilled respectively has independent value, FlinQ commerce shall be entitled to separately invoice the part already fulfilled or to be fulfilled respectively. The Other Party is obliged to pay this invoice as if it were a separate Agreement.

Guarantees
FlinQ commerce guarantees that the goods delivered are in accordance with the agreement. FlinQ commerce also guarantees that the goods delivered meet the usual requirements and standards that can reasonably be set for them and that the goods possess the properties that, all circumstances taken into account, are necessary for normal use.
The warranty specified in these General Conditions applies to use within and outside the Netherlands.

The warranty is valid for a period of 3 months, unless the nature of the Case dictates otherwise or the parties have agreed otherwise. After expiration of the warranty period, all costs for repair or replacement, including administration, shipping and call-out charges, will be charged to the Other Party.

If the delivered item was manufactured by a third party, the warranty provided by that third party applies, unless otherwise specified.
If the Product delivered does not comply with the warranty, FlinQ commerce shall, upon notice, replace or repair the Product free of charge within a reasonable period after receipt.
When the warranty period has expired, all costs for repair or replacement, including administration, shipping, and call-out charges, shall be borne by the Other Party.

Any form of warranty lapses if a defect has occurred as a result of inexpert use or lack of care, or it is a result of changes made to the delivered item by the Other Party or third parties. Nor shall FlinQ commerce be liable for any damages arising from these defects.

The warranty also lapses if the defect was caused by or is the result of circumstances beyond FlinQ commerce’s control. These circumstances include weather conditions.

Research and advertising
The Other Party is obliged to examine the goods delivered at the time of delivery, but in any case within 7 days of delivery. The Other Party must examine whether the quality and quantity of the delivered goods correspond with what has been agreed, or at least meet the requirements applicable to them in normal trade.

Visible defects and shortages must be reported in writing to FlinQ commerce within 7 days of delivery of the Product. The defective Product must be returned together with the proof of purchase, unless this is impossible or unreasonably onerous.

Non-visible defects and shortages must be reported to FlinQ commerce within 7 days of their discovery. The defective Product must be returned together with the proof of purchase, unless this is impossible or unreasonably onerous.

The right to a (partial) refund of the price, repair or replacement of the Product or compensation shall lapse if defects are not reported within the specified period, unless a longer period results from the nature of the Product or circumstances of the case.

The payment obligation shall not be suspended if the Counterparty notifies FlinQ commerce of the defective item within the specified period.

If a timely complaint is made, the Other Party shall remain obliged to take delivery of and pay for the purchased goods, unless this does not have any independent value.

Liability
FlinQ commerce shall only be liable for direct damages caused by FlinQ commerce’s deliberate recklessness or intent. Direct damage should be understood to mean only:
– material damage to the Other Party’s property;
– reasonable costs incurred by the Other Party in determining liability and (the extent of the direct) damage;
– reasonable costs which the Other Party has reasonably incurred and could and should have incurred to prevent or limit the damage, insofar as the Other Party demonstrates that these costs led to a limitation of the direct damage;
– reasonable costs reasonably incurred by the Other Party to obtain satisfaction out of court, as referred to in Article 6:96(2)(c) of the Dutch Civil Code.

FlinQ commerce shall never be liable for indirect damage, in any case including consequential damage, lost profit, missed savings, business stagnation or immaterial damage of the Other Party.
FlinQ commerce is not liable for damages of any nature whatsoever, because FlinQ commerce has relied on incorrect and/or incomplete data provided by the Counterparty, unless such inaccuracy or incompleteness should have been known to FlinQ commerce.

The limitations of liability contained in this article do not apply if the damage is due to intent or gross negligence of FlinQ commerce or its managerial subordinates.

FlinQ commerce is not liable for any mutilation, destruction, theft or loss of data or documents.

Should FlinQ commerce be liable for any damage, FlinQ commerce’s liability shall be limited to the amount up to a maximum of once/twice the amount stated in the invoice or up to the amount claimed by FlinQ commerce’s affiliated insurance, increased by the excess borne by FlinQ commerce in accordance with the insurance.

The Counterparty must report any damage for which FlinQ commerce can be held liable to FlinQ commerce as soon as possible, but in any event within ten days of the damage occurring, all under penalty of forfeiting any right to compensation for such damage.
Any liability claim against FlinQ commerce shall lapse within one year after the Other Party became aware of the harmful fact or could reasonably have become aware of it.

Indemnification
The Counterparty indemnifies FlinQ commerce for any claims by third parties, which suffer damage in connection with the execution of the Agreement and which is attributable to the Counterparty.

Should FlinQ commerce be sued by third parties, the Other Party shall be obliged to assist FlinQ commerce both extra-judicially and judicially. All costs and damages on the part of FlinQ commerce and third parties shall further be at the expense and risk of the Other Party.

Statute of limitations
For all claims against FlinQ commerce and the third parties engaged by FlinQ commerce (if any), a limitation period of one year shall apply, contrary to the statutory limitation periods.

Intellectual property
FlinQ commerce reserves its rights and powers under the Copyright Act and other intellectual laws and regulations.

FlinQ commerce reserves the right to use any knowledge gained from the execution of the work for other purposes, to the extent that no confidential information is brought to the knowledge of third parties.

Privacy and cookies
The data and information provided by the Counterparty to FlinQ commerce shall be kept carefully and confidentially by FlinQ commerce.
FlinQ commerce acts in accordance with the AVG which is in effect as of May 25, 2018. FlinQ commerce will maintain a register of processing activities under the AVG.

The Counterparty has the right to inspect, right to correct and right to delete the transmitted personal data.
When visiting the website, FlinQ commerce may collect information from the Other Party about the use of the website by means of cookies.

The information collected by FlinQ commerce through cookies may be used for functional and analytical purposes.

FlinQ commerce may use the personal data of the Counterparty solely and exclusively in the context of executing its delivery obligation or handling a complaint.

FlinQ commerce is not allowed to lend, rent, sell or in any way disclose the personal data of the Counterparty.

FlinQ commerce may only and exclusively use the personal data of the Counterparty for necessary specific purposes.

FlinQ commerce will not retain personal data longer than necessary.
The Other Party is entitled to file a complaint with the Personal Data Authority regarding his/her personal data. The Personal Data Authority is obliged to handle this complaint.

The Counterparty agrees that FlinQ commerce may approach the Counterparty for statistical research or customer satisfaction surveys. If the Counterparty does not wish to be approached for research, the Counterparty may make this known.

Newsletter
The Other Party can sign up for the newsletter.
The newsletter keeps the Counterparty informed of the latest news and developments.

The Other Party will receive the newsletter by mail and email. The Other Party may unsubscribe from the newsletter at any time in writing or via the hyperlink. The Other Party will then no longer receive messages.

Modification of general terms and conditions
FlinQ commerce has the right to unilaterally modify these general terms and conditions.

Changes will also apply with respect to agreements already entered into.

FlinQ commerce will notify the Other Party of the changes by email.

The changes to the general terms and conditions will take effect after 30 days after the Other Party has been notified of the changes.
If the Other Party does not agree with the announced changes, the Other Party has the right to dissolve the agreement.

Applicable law and disputes
All legal relationships to which FlinQ commerce is a party are governed exclusively by Dutch law. This also applies if an obligation is performed in whole or in part abroad or if the Other Party is domiciled abroad.

The applicability of the Vienna Sales Convention is excluded.
Disputes between FlinQ commerce and the Counterparty shall be submitted exclusively to the competent court in the district of Central Netherlands, unless otherwise required by mandatory law.

Find
These General Terms and Conditions are filed with the Chamber of Commerce under number 68579756