The Essentials B.V. Terms & Conditions
Effective Date: January 1, 2020
General terms and conditions issued by The Essentials B.V.
Published by:
The Essentials B.V. | Rietveldenweg 40 | 5222 AR 's-Hertogenbosch | KvK: 68591802 | BTW: NL857510356B01
Article 1: Applicability
1.1. These terms and conditions apply to all offers, orders, quotations, or any other transactions made by The Essentials B.V. or any of its trade names, as well as to all agreements it enters into and any resulting agreements, insofar as The Essentials B.V. is the provider, buyer, or contractor.
1.2. In these general terms and conditions, the term "buyer" refers to any natural or legal person who enters into a contractual relationship with us through a purchase or any other agreement, as well as any person intending to enter into such an agreement. The term "buyer" also includes any person on whose behalf and account goods are delivered, repaired, and/or maintained.
1.3. Any deviations from these general terms and conditions are only permitted if explicitly agreed upon in writing.
1.4. If the buyer refers to their own general terms and conditions, those terms will not apply, except where explicitly accepted by us in writing and provided they do not contradict these general terms and conditions. If a conflict arises, our terms and conditions will prevail. Any contradicting provisions in the buyer’s terms do not alter this.
1.5. The term "(delivery of) goods" in these terms and conditions also includes the provision of services and consulting activities of any kind related to these goods.
Article 2: Offers
2.1. All our quotations should be considered invitations for potential buyers to make an offer. They do not bind us in any way unless explicitly stated otherwise in writing.
An order placed with us constitutes an offer, which is only considered accepted after our written confirmation (order confirmation).
Unless a validity period is specified, our quotations remain valid for six weeks from the date of issue. A written confirmation via email is binding.
2.2. Our quotations include designs, drawings, descriptions, images, and related attachments and documents. These remain our property and must be returned upon request. They may not be copied or shared with third parties without our explicit written consent. Violation of this provision results in an immediately payable fine of €25,000 per breach. Additionally, we retain all intellectual and industrial property rights.
If a buyer orders goods based on information, drawings, etc., provided by them, they fully indemnify us against any third-party claims regarding intellectual property infringements.
2.3. Prices in the offer are stated in euros (€), excluding VAT and any other government-imposed levies. Prices also exclude travel, accommodation, packaging, storage, transportation, loading/unloading, and customs clearance costs.
2.4. The content of brochures, printed materials, and price lists is non-binding unless explicitly referenced in a written agreement.
Article 3: Confidentiality
3.1. All information provided by or on behalf of The Essentials B.V. (such as quotations, designs, drawings, images, and know-how) is confidential and may only be used for contract execution.
3.2. This information may not be disclosed or copied by the buyer.
3.3. Violation of this confidentiality obligation results in a €25,000 fine per breach, which can be claimed alongside statutory damages.
3.4. Upon request, the buyer must return or destroy the confidential information within the set deadline. Failure to do so results in a €1,000 per day fine, in addition to statutory damages.
Article 4: Advice and Provided Information
4.1. The client/buyer cannot derive any rights from advice and information provided by The Essentials B.V. or any of its trade names that do not directly relate to the assignment.
4.2. If the client/buyer provides information to the contractor (The Essentials B.V. or one of its trade names), the contractor may assume the accuracy and completeness of that information when executing the agreement.
4.3. The client indemnifies the contractor against any third-party claims related to the use of advice, drawings, calculations, designs, materials, brands, samples, models, and other information provided by or on behalf of the client. The client will compensate the contractor for all resulting damages, including full legal defense costs. This provision aligns with Article 2, paragraph 2.
Article 4: Formation of the Agreement
4.1. Agreements are established electronically (via the internet or email) when The Essentials B.V. or one of its trade names accepts (confirms) an electronically submitted order or requests and receives confirmation from the buyer/customer.
4.2. In addition, agreements are only considered finalized when we accept a given order in writing. An agreement is deemed established at the moment we send our order confirmation. The acceptance/confirmation date is the date on which we dispatch the order confirmation.
4.3. Any additional agreements and/or commitments made by our employees or other persons acting as representatives will only be binding if these commitments are confirmed in writing by our authorized directors.
4.5. These general terms and conditions apply to all quotations, invoices, or equivalent statements issued by The Essentials B.V. or any of its trade names as if they were explicitly included in them.
Article 5: Delivery Time / Execution Period
5.1. Any stated delivery time or execution period is indicative.
5.2. The delivery time or execution period only begins when all commercial and technical details have been agreed upon, all necessary final and approved drawings and other relevant information are available to the contractor, and all other execution requirements have been met.
5.3. The delivery time or execution period will be extended if:
- (a) Circumstances arise that the contractor was unaware of at the time of the initial estimate, requiring additional time based on the contractor’s planning.
- (b) Additional work (more work) is required, necessitating time to procure materials and perform the extra tasks.
- (c) Obligations are suspended by the contractor, extending the delivery time based on the contractor’s planning until the suspension reason no longer applies.
Unless the client provides evidence to the contrary, the extended time period is presumed necessary due to one or more of the above reasons.
5.4. The client/buyer is responsible for all costs incurred by the contractor due to delays in the delivery or execution period, as specified in paragraph 3 of this article.
5.5. Exceeding the delivery time or execution period does not entitle the client to compensation or contract termination. The client also indemnifies the contractor against any third-party claims resulting from a delivery delay.
Article 6: Delivery and Transfer of Risk
6.1. If the contractor (The Essentials B.V.) agrees to arrange transportation, the risk of storage, loading, transport, and unloading remains with the client/buyer, even in this case. The client may insure themselves against these risks.
Article 7: Price Changes
The contractor (The Essentials B.V. or one of its trade names) is entitled to pass on any increase in cost-determining factors that occurs after the conclusion of the agreement to the client/buyer. The client/buyer is obliged to pay the price increase upon the contractor’s first request.
Article 8: Force Majeure
8.1. The Essentials B.V. or one of its trade names cannot be held liable for failing to meet its obligations if such failure is due to force majeure.
8.2. Force majeure includes but is not limited to circumstances beyond our control, such as:
- Suppliers, subcontractors, transporters, or other third parties essential to the contract failing to meet their obligations on time;
- Weather conditions, natural disasters, illnesses, terrorism, cybercrime, digital infrastructure disruptions, fire, power outages, loss, theft, or destruction of tools, materials, or information;
- Road blockades, strikes, work stoppages, import or trade restrictions.
8.3. The Essentials B.V. or one of its trade names has the right to suspend the fulfillment of its obligations if it is temporarily prevented from doing so due to force majeure. Once the force majeure situation ends, obligations will be fulfilled as soon as scheduling allows.
8.4. If force majeure makes performance permanently impossible or lasts for more than six months, The Essentials B.V. or one of its trade names may terminate the agreement immediately, in whole or in part. The client/buyer may also terminate the contract immediately, but only for the portion of the obligations not yet performed by the contractor.
8.5. Neither party is entitled to compensation for damages resulting from force majeure, suspension, or contract termination under this article.
Article 9: Liability
9.1. In the event of a culpable failure, The Essentials B.V. or one of its trade names is obliged to fulfill its contractual obligations, in accordance with Article 14.
9.2. The liability of The Essentials B.V. or one of its trade names for damages—regardless of the legal basis—is limited to the damages covered by an insurance policy taken out by or on behalf of The Essentials B.V.. The liability will never exceed the amount paid under the relevant insurance policy.
9.3. If The Essentials B.V. or one of its trade names cannot claim insurance coverage for any reason, liability is limited to a maximum of 15% of the total contract sum (excluding VAT).
- If the agreement consists of multiple parts or partial deliveries, liability is limited to 15% of the contract sum for that specific part or delivery.
- For long-term agreements, liability is limited to 15% of the total contract sum due in the twelve months preceding the event causing the damage.
9.4. No compensation is provided for:
- Consequential damages, including recall costs, operational delays, production losses, lost profits, fines, transport costs, and travel and accommodation expenses.
9.5. The client/buyer indemnifies The Essentials B.V. or one of its trade names against all third-party claims for product liability resulting from a defect in a product delivered by The Essentials B.V. or one of its trade names to a third party, where the delivered products or materials are part of the defective product. The client must compensate The Essentials B.V. for all damages incurred in this regard, including full legal defense costs.
Article 10: Warranty and Other Claims
10.1. Unless otherwise agreed in writing, The Essentials B.V. or one of its trade names guarantees the proper execution of the agreed performance or the delivered product(s) for a period of 14 days after (delivery).
10.2. If different warranty conditions have been agreed upon, this article remains applicable unless those conditions conflict with the provisions stated here.
10.3. If the agreed performance has not been properly executed or the delivered products are defective, The Essentials B.V. or one of its trade names will, within a reasonable timeframe, choose whether to:
- Properly execute the service,
- Deliver new products, or
- Credit the client/buyer for a proportional part of the contract amount.
10.4. If The Essentials B.V. or one of its trade names chooses to properly execute the service, it solely determines the method and timing of execution. The client/buyer must always provide the necessary cooperation.
10.5. The following costs are borne by the client/buyer:
- a. All transport and shipping costs
- b. Costs for disassembly and assembly
- c. Travel and accommodation costs and travel time
10.6. The Essentials B.V. or one of its trade names is only obliged to honor the warranty if the client/buyer has fulfilled all their obligations.
10.7. Exclusions from warranty:
- Normal wear and tear
- Improper use
- Failure to perform or incorrect maintenance
- Installation, modification, or repair by the client/buyer or third parties
- Defects or unsuitability of items supplied or prescribed by the client/buyer
- Defects or unsuitability of materials or tools used by the client/buyer
No warranty is provided for:
- Delivered items that were not new at the time of delivery
- Inspection and repair of client-owned items
- Parts covered by a manufacturer’s warranty
10.8. The provisions in paragraphs 3 to 7 of this article also apply to any claims from the client/buyer based on breach of contract, non-conformity, or any other legal basis.
Article 11: Complaint Obligation
11.1. The client/buyer can no longer invoke a defect in the performance if they do not submit a written complaint to The Essentials B.V. or one of its trade names within fourteen (14) days after discovering—or reasonably should have discovered—the defect.
11.2. The client/buyer must submit complaints regarding invoices in writing within the payment term, or they will forfeit all rights. If the payment term exceeds thirty (30) days, the client/buyer must submit a complaint in writing within thirty (30) days after the invoice date.
Article 12: Non-Accepted Goods
12.1. After the agreed delivery or execution period, the client/buyer is obligated to physically accept the goods at the agreed location.
12.2. The client/buyer must provide all necessary cooperation at no cost to enable the contractor to complete delivery.
12.3. Any non-accepted goods will be stored at the expense and risk of the client/buyer.
12.4. If the client/buyer violates paragraph 1 or 2 of this article, and after receiving a formal notice of default from The Essentials B.V., they will be liable to pay a penalty of €250 per day, up to a maximum of €25,000. This penalty may be claimed in addition to statutory damages.
Article 13: Payment
13.1. Payment must be made to a bank account designated by The Essentials B.V. or one of its trade names.
13.2. Unless otherwise agreed, payment must be made within 14 days of the invoice date.
13.3. If the client/buyer fails to fulfill their payment obligation, they are required—instead of making a monetary payment—to comply with a request for payment in kind as determined by The Essentials B.V. or one of its trade names.
13.4. Regardless of whether The Essentials B.V. or one of its trade names has fully performed the agreed-upon services, all amounts owed or to be owed by the client/buyer under the agreement become immediately due and payable in the following cases:
- (a) The payment deadline is exceeded.
- (b) The client/buyer fails to fulfill obligations under Article 16.
- (c) The client/buyer files for bankruptcy or requests a moratorium on payments.
- (d) Assets or receivables of the client/buyer are seized.
- (e) The client/buyer (company) is dissolved or liquidated.
- (f) The client/buyer (individual) applies for legal debt restructuring, is placed under guardianship, or passes away.
13.5. In the event of delayed payment, the client/buyer owes interest on the outstanding amount to The Essentials B.V. or one of its trade names, starting from the day after the agreed-upon final payment date until the day payment is made.
- If no final payment date has been agreed upon, interest is charged from 30 days after the due date.
- The interest rate is 12% per year or the statutory interest rate, whichever is higher.
- Any partial month is calculated as a full month.
- Each year, the amount on which interest is calculated is increased by the interest accrued over the previous year.
13.6. The Essentials B.V. or one of its trade names has the right to offset any debts it owes the client/buyer against claims held by its affiliated companies on the client/buyer.
- Affiliated companies refer to all companies within the same group as defined in Article 2:24b BW (Dutch Civil Code) and subsidiaries as defined in Article 2:24c BW.
13.7. If payment is not made on time, the client/buyer is liable for all extrajudicial collection costs, with a minimum charge of €75. These costs are calculated as follows:
| Amount Due (including interest) | Collection Fee (%) |
|---|---|
| Over the first €3,000 | 15% |
| Over the next €3,000–€6,000 | 10% |
| Over the next €6,000–€15,000 | 8% |
| Over the next €15,000–€60,000 | 5% |
| Over €60,000 | 3% |
- If actual collection costs exceed these percentages, the higher amount applies.
13.8. If The Essentials B.V. or one of its trade names prevails entirely or largely in a legal dispute, all legal costs incurred by The Essentials B.V. will be borne by the client/buyer.
Article 14: Securities and Ownership Rights
14.1. Regardless of the agreed payment terms, the client/buyer is obliged, upon the first request of The Essentials B.V. or one of its trade names, to provide sufficient security for payment as determined by The Essentials B.V..
- If the client/buyer fails to comply within the set deadline, they are immediately in default.
- The Essentials B.V. is then entitled to terminate the agreement and recover its damages from the client/buyer.
14.2. The Essentials B.V. or one of its trade names retains ownership of all delivered goods until the client/buyer:
- (a) Has fully met all obligations under any agreement with The Essentials B.V..
- (b) Has settled all claims resulting from the non-fulfillment of agreements, including damages, penalties, interest, and costs.
14.3. As long as the goods remain under retention of ownership, the client/buyer may not pledge or transfer them outside their normal course of business.
- This provision has legal effect under property law.
14.4. If The Essentials B.V. enforces its retention of ownership, it is entitled to reclaim the delivered goods.
- The client/buyer must fully cooperate in this process.
14.5. If, after receiving the goods under the agreement, the client/buyer fulfills their obligations, but later defaults on a new agreement, the ownership rights of the original goods are reinstated.
14.6. The Essentials B.V. or one of its trade names has a right of pledge and retention on all goods it holds or will receive from the client/buyer for all claims against them.
Article 15: Intellectual Property Rights
15.1. The Essentials B.V. or one of its trade names is regarded as the creator, designer, or inventor of any works, products, models, or inventions developed under the agreement. The Essentials B.V. or one of its trade names therefore holds the exclusive right to apply for a patent, trademark, or design registration.
15.2. The Essentials B.V. or one of its trade names does not transfer any intellectual property rights to the client/buyer as part of the agreement's execution.
15.3. The Essentials B.V. or one of its trade names is not liable for any damages suffered by the client/buyer due to an infringement of third-party intellectual property rights. The client/buyer shall indemnify The Essentials B.V. or one of its trade names against any third-party claims related to intellectual property rights infringements.
Article 16: Transfer of Rights or Obligations
The client/buyer may not transfer or pledge any rights or obligations arising from these general terms and conditions or the underlying agreement(s) without the prior written consent of The Essentials B.V. or one of its trade names.
- This clause has property law effect.
Article 17: Termination or Cancellation of the Agreement
17.1. The client/buyer is not authorized to terminate or cancel the agreement unless The Essentials B.V. or one of its trade names agrees.
- If The Essentials B.V. or one of its trade names approves the termination, the client/buyer must immediately pay compensation equal to the agreed contract price, minus any savings resulting from the termination.
- The minimum compensation is 20% of the agreed contract price.
17.2. If the agreed price is based on the actual costs incurred by The Essentials B.V. or one of its trade names (cost-plus basis), the compensation referred to in paragraph 1 of this article is calculated based on the total expected costs, labor hours, and profit that The Essentials B.V. or one of its trade names would have made over the entire project/sale.
Article 18: Applicable Law and Jurisdiction
18.1. Dutch law applies to this agreement.
18.2. The Vienna Convention on the International Sale of Goods (C.I.S.G.) does not apply, nor does any other international regulation that may be excluded.
18.3. The Dutch civil court with jurisdiction in the contractor’s place of business will handle disputes. However, the contractor may deviate from this rule and apply the statutory jurisdiction rules.
