General Terms and Conditions for deliveries/contracts with Capstone5 BV | Switchfoil®

Index:

• Article 1 - Definitions
• Article 2 - Identity of the company
• Article 3 - Applicability
• Article 4 - The offer
• Article 5 - The contract
• Article 6 - The price
• Article 7 - Conformity and warranty
• Article 8 - Delivery and execution
• Article 9 - Payment
• Article 10 - Complaints regulation
• Article 11 - Disputes
• Article 12 - Additional or deviant stipulations

Article 1 - Definitions

These terms and conditions use the following terms and definitions:

1. Reflection period: The period during which the buyer can use his right of withdrawal;
2. Buyer: the natural or legal person who is not acting in the exercise of a profession or business and who enters into a distance contract with the company;
3. Day: 24-hour calendar day;
4. Extended transaction: a distance contract relating to a series of products and/or services of which the obligation to deliver and/or purchase is spread over a longer period of time;
5. Durable data carrier: every medium that allows the consumer or company to store data that has been disclosed to him personally in a way that it enables future referencing and unchanged reproduction of the stored data.
6. Company: the natural or legal person who offers products and/or services to consumers via remote selling;
7. Distance contract: a contract whereby the company maintains an organised system for the remote selling of products and/or services – up to and including the conclusion of the contract – by making use of one or more technologies for remote communication;
8. Technology for remote communication: means of communication that can be used for the conclusion of contracts without the necessity of the consumer and the company being in the same room at the same time.
9. General Terms and Conditions: the present General Terms and Conditions of the company.

Article 2 - Identity of the company

Capstone5 BV | Switchfoil®, Kaap Hoornstroom 26, 1271 EL Huizen (NL)
Phone number: +31 85 0293838
(available on working days between 09:00 en 17:00 hours, except on Friday. Friday available until 12:00 hours)
Email address: info@switchfoil.com
CoC-number: 32049649
VAT number: NL 8042 16745 B01

Article 3 - Applicability

1. These general terms and conditions apply to all offers submitted by the company and to all concluded distance agreements and contracts and orders between the company and the consumer.
2. The text of these general terms and conditions will be made available to the buyer before the distance contract is concluded. If this is reasonably not possible, and before the distance contract is concluded, the company will notify the buyer of the fact that the general terms and conditions are available at the office of the company and that they will be forwarded to the buyer at request and without additional costs.
3. In deviation of the previous paragraph, and before the distance contract is concluded, the text of these general terms and conditions can be made available to the buyer by electronic means and in such a way that they can be easily stored on a durable data carrier when the distance contract is concluded by electronic means. If this is reasonably not possible, and before the distance contract is concluded, the company will explain to the buyer where and how the general terms and conditions are made available by electronic means and that they will be forwarded to the buyer at request and without additional costs.
4. In case that, in addition to these general terms and conditions, further specific product or service conditions apply, the second and third paragraph of this article apply accordingly and, in the event of conflicting general terms and conditions, the buyer has the right to invoke the applicable term that is most favourable for the buyer.
5. In the event that one or more stipulations in these general terms and conditions are at any moment wholly or partially declared null and void or annulled, the contract and these conditions will still apply to the remainder of the contract and the respective stipulation(s) will be replaced by a stipulation that takes the original purpose and purport into account as far as possible, in mutual consultation and without delay.
6. Situations that are not covered in these general terms and conditions must be assessed 'in the spirit' of these general terms and conditions.
7. Ambiguities about the explanation or content of one or more stipulations in our general terms and conditions must be explained 'in the spirit' of these terms and conditions.

Article 4 - The offer

1. If an offer has a limited validity or is submitted conditionally, then this will be expressly mentioned in the offer.
2. The offer is non-committal. The company has the right to change and adjust the offer.
3. The offer includes a full and detailed description of the offered products and/or services. The description is sufficiently detailed for the buyer to make a sound assessment of the offer. If the company uses images, then these images are a truthful representation of the offered products and/or services. The company will not be bound by obvious mistakes or obvious errors in the offer.
4. All images and specified details in the offer are indicative and will not lead to damage claims or dissolution of the contract.
5. Images depicted with the products are a truthful representation of the offered products. The company cannot guarantee that the indicated colours exactly correspond with the actual colours of the products.
6. Each offer contains such information that the rights and obligations of the buyer in relation to the acceptance of the offer are made perfectly clear. This particularly pertains to:

• the price, inclusive and exclusive of taxes and/or duties;
• possible shipment costs;
• the way in which the contract will be concluded and which actions are required to that effect;
• the manner of payment, delivery, and execution of the contract;
• the term for accepting the offer or the term within which the company guarantees the price;
• the rates for remote communication if the costs for the use of the remote communication technology is calculated other than on the regular basic rate for the used means of communication;
• whether the contract upon conclusion will be filed and, if so, how the buyer will be able to access and consult the contract;
• the manner in which the buyer, before the conclusion of the contract, will be able to check and, when necessary, rectify details that were disclosed by him within the framework of the contract;
• the possible other languages, apart from the Dutch language, in which the contract can be concluded;
• the codes of conduct to which the company is subject and the way in which the buyer is able to consult these codes of conduct by electronic means; and
• the minimum duration of the distance contract if it pertains an extended transaction.

Article 5 - The contract

1. Subject to what is stipulated in paragraph 4, the contract is concluded at the moment the buyer accepts the offer under the terms of the applicable established conditions.
2. When the buyer accepts the offer by using electronic means, the company will confirm that the acceptance of the offer has been received forthwith by electronic means. As long as the receipt of this acceptance has not been confirmed by the company, the buyer is entitled to dissolve the contract.
3. If the contract is concluded by electronic means, the company will take suitable technical and organisational measures to secure the electronic transfer of data and ensures a safe and secure web environment. If the buyer pays by electronic means, the company will take all appropriate security measures to facilitate this.
4. The company has the right – within legal frameworks – to obtain information as to whether the buyer will be able to meet the payment obligations as well as of all facts and factors that are required for a responsible conclusion of the distance contract. If this investigation gives the company good grounds not to conclude the contract, he will be entitled to refuse an order or application stating reasons or to attach specific conditions to its execution.
5. Together with the product or service, the company will provide the buyer – in writing or in such a way that the buyer can store this information in an accessible manner on a durable data carrier – with the following information:
   
   a. the visiting address of the location of the company where the buyer can contact the company in case of any complaints;
   b. the terms under which and the manner in which the buyer can exercise his right of withdrawal or a clear notification if this right is excluded in the contract;
   c. all information about warranties and offered services after the purchase;
   d. the details included in article 4 paragraph 3 of these terms and conditions unless the company provided the buyer with these details before the execution of the contract;
   e. the requirements for termination of the contract if the duration of the contract is either more than one year or indefinite.
6. In the event of an extended transaction, the stipulation of the previous paragraph only applies to the first delivery.
7. Every concluded contract is subject to the suspensory conditions of sufficient availability of the relevant products.

Article 6 - The price

1. No rights can be derived from the validity of prices mentioned on our website. Due to currency fluctuations and tax rates, the prices can be adjusted at any time and with immediate effect.
2. The company is entitled to offer the products or services for which the prices are affected by fluctuations on the financial market and on which the company has no influence based on variable prices. This effect of fluctuations and the fact that any mentioned prices are target prices will be mentioned in the offer.
3. Price increases after the conclusion of the contract are only allowed if they are the result of statutory regulations or stipulations.
4. The prices mentioned in the offer of products or services are exclusive of VAT.
5. All prices are subject to printing and typographical errors. The company accepts no liability for the consequences of printing and typographical errors. In the event of printing and typographical errors, the company is not obliged to deliver the product at the incorrect price.

Article 7 - Conformity and Warranty

1. The company guarantees that the products and/or services are in accordance with the contract, with the specifications stipulated in the offer, with the reasonable requirements regarding reliability and/or serviceability, and with statutory stipulations and/or government regulations applicable on the date on which the contract was concluded.
2. A warranty that is offered by the company, manufacturer, or importer does not detract from the statutory rights and claims that the buyer is entitled to invoke based on the contract with the company.
3. Any defects or wrongly delivered products must be reported to the company in writing within 8 days after delivery.
4. The warranty period offered by the company corresponds to the manufacturer's warranty period. However, the company will never be held responsible for the ultimate suitability of the products for each individual application by the consumer, nor for any possible advice relating to the use or application of the products.
5. The warranty will not apply when:

• The protective foil on one of the sides has been removed or was removed and then replaced at some point;
• The buyer of the delivered products repaired and/or processed the products himself or had this done by third parties (or tried to do that);
• The delivered products were exposed to abnormal circumstances or conditions or were otherwise handled carelessly or not according to the instructions given by the company and/or as stated on the packaging.

Article 8 - Delivery and Execution

1. The company will take the utmost care when receiving and executing orders for products and when assessing applications for services.
2. The location of delivery is the address that the consumer has disclosed to the company.
3. Taking the stipulations of paragraph 4 of this article into consideration, the company will execute the accepted orders expeditiously and within the agreed delivery term. Possible delays due to production-technical problems are no ground for dissolving the contract.
4. All delivery terms are indicative. The buyer will not be able to derive any rights from the delivery terms mentioned in the contract. Exceeding a delivery term will not entitle the buyer to any damage claims.
5. In the event of dissolution of the contract in conformity with paragraph 3 of this article, the company will reimburse the amount that the buyer has already paid as soon as possible yet no later than within 14 days after the dissolution. This only applies if the switchfoil has not yet been cut to the indicated sizes. The order is irrevocable when the switchfoil has been cut to size.
6. If the delivery of the ordered product proves to be impossible, the company will take all possible efforts to provide a replacement article. The notification of the fact that a replacement article is delivered will be given no later than at the moment of delivery and in a clear and understandable manner. The right of withdrawal cannot be excluded for replacement articles. The costs for any return shipments are at the expense of the company.
7. Unless expressly agreed otherwise, the risk of damages and/or missing products lies with the company up to the moment of delivery to the buyer or to the buyer’s representative, whose identity has been communicated to the company beforehand.
8. Length tolerance + or - 2 mm. Width tolerance + or - 2 mm. 
9. Capstone5 BV | Switchfoil® is not responsible for small dust particles that are left behind the relevant foil after mounting the glass foil and Switchfoil® after delivery. With a maximum margin of 4%.
10. Capstone5 BV | Switchfoil® has the right to have the agreed service (partly) carried out by third parties.
11. The implementation of the agreement shall take place in mutual consultation and after written agreement and payment of any agreed advance by the customer.
12. It is the responsibility of the customer that Capstone5 BV | Switchfoil® can timely commence with the implementation of the agreement.
13. If the customer has not ensured that Capstone5 BV | Switchfoil® can timely commence with the implementation of the agreement, the resulting extra costs and/or extra hours shall be for the account of the customer.

Article 9 - Payment

1. The switchfoil will be cut to the desired measurements only after the buyer has fulfilled all his payment obligations.
2. The buyer has the obligation to report any errors in the provided or stated payment details without delay.

Article 10 - Complaints regulation

1. The company has arranged for a sufficiently published complaints procedure and handles the complaint according to this complaints procedure.
2. Complaints about the execution of the contract must be submitted in full and clearly described with the company within 8 days after the buyer has noticed the defects.
3. The company will provide the buyer with an answer about the filed complaint within 14 days, calculated from the day of receipt. If a complaint requires a foreseeable longer processing time, the company will confirm the receipt of the complaint and provide the buyer with an indication as to when a more elaborate answer can be expected.
4. In the event of complaints, the buyer first needs to contact the company.
5. A complaint does not suspend the obligations of the company unless the company indicates otherwise in writing.
6. If the company deems the complaint to be justified, he will replace or repair the delivered products at the discretion of the buyer and without further costs.

Article 11 - Disputes

1. All contracts between the company and the buyer to which these general terms and conditions apply are subject exclusively to Dutch law. This also applies when the buyer resides or when his company is registered abroad.
2. The applicability of the Vienna Sales Convention is excluded.

Article 12 - Additional or deviant stipulations

Additional stipulations or stipulations that deviate from these general terms and conditions may not be to the disadvantage of the buyer and must be established in writing or in such a way that the buyer can easily access and store these stipulations on a durable data carrier.