General Terms and Conditions

Able2 BV with the name Worldwide Vision

Article 1: Applicability - definitions

These general terms and conditions apply to every offer from us and to all our purchase/sale agreements - whether or not concluded via our website(s) www.able2.nl - that we conclude with you.
If (part of) a provision is null and void or is annulled, the other provisions of these general terms and conditions will remain applicable.
In the event of any discrepancy between these general terms and conditions and a translation thereof, the Dutch text shall prevail.
These general terms and conditions also apply to subsequent or partial orders.
All provisions in these terms and conditions are written for both our business customers and consumers. We use the term "consumer" when a provision contains a deviation/addition that applies only to consumers. A "consumer" is a natural person acting outside their business or professional activity.
We also use the following terms in these general terms and conditions:
a. offer: any offer made by us, whether or not in the form of a written quotation;
b. in writing: by letter, e-mail, fax or any other form of communication that can be considered equivalent, such as WhatsApp messages;
c. website: our website(s) referred to in paragraph 1.

Article 2: Offer - prices

Unless we specify a validity period in/with our offer, this is a non-binding offer. We may revoke a non-binding offer within two business days of receiving your acceptance.
A composite offer does not oblige us to supply part of the offered goods for a corresponding part of the price.
If we base our offer on your information and this information proves to be incorrect/incomplete or changes subsequently, we may adjust the stated prices and/or terms accordingly.
Our offer and prices do not automatically apply to repeat orders.
Samples and models shown or provided to you, as well as information on colors, dimensions, weights, and other descriptions in brochures, promotional materials, or on our website, are as accurate as possible, but are for illustrative purposes only. No rights can be derived from these.
The samples and models provided remain our property. Please return them to us as soon as we request. You will be responsible for the return shipping costs.
Our prices listed in our offers or price lists exclude VAT and any other costs, such as transportation or shipping costs, handling fees, and third-party claims. On our website, we list the applicable VAT amount and any applicable costs for each product.
Price reductions after the conclusion of the agreement due to, for example, clearance sales or discount promotions do not entitle you to a price reduction.
If, after concluding the agreement, we encounter circumstances that increase (cost) prices, we may adjust the prices agreed upon with you accordingly. These circumstances include, but are not limited to, changes in laws and regulations, government measures, currency fluctuations, and changes in the prices of necessary parts/materials/raw materials.
Are you a consumer and is there a price change within three months of the agreement? Then you may cancel the agreement within five business days of our notification of the change . Cancellation is effected by a written statement addressed to us.

Article 3: Conclusion of agreement

The agreement is concluded after you accept our offer. If your acceptance deviates from the offer, the agreement will only be concluded after we have agreed to the deviations in writing.
We are only bound to:
a. an order without a prior offer;
b. verbal agreements;
c. additions to or amendments to the general terms and conditions or agreement;
after we have confirmed this to you in writing or as soon as we have started executing the order or agreements without your objection.
We are only bound to your order via the website after we have confirmed the order to you in writing - either by automatic message or otherwise.

Article 4: Distance selling - cooling-off period, right of withdrawal

This article applies to consumers in the case of a distance purchase within the meaning of Article 6:230g paragraph 1 of the Dutch Civil Code (sales via our website).
As a consumer, you have a statutory cooling-off period of 14 calendar days. Within this period, you may cancel the agreement without giving reasons.
The cooling-off period starts from the day on which you or a third party designated by you (other than the carrier):
a. has received the ordered items;
b. you have received the last item, if your order concerns multiple items and these items are delivered separately;
c. has received the last consignment or the last part, if the delivery of one item consists of different consignments/parts;
d. you have received the first item, if the agreement stipulates that you will receive regular deliveries of items over an agreed period.
You can cancel the agreement by sending us a written statement or by using the cancellation form on our website.
The termination will also automatically terminate any additional agreements by operation of law.
You have no right of withdrawal upon delivery of:
a. specific items tailored to you or items clearly intended for you/another specific person;
b. goods which are not suitable for return for reasons of health protection or hygiene and of which the seal has been broken after delivery;
c. goods which, after delivery, are irreversibly mixed with other goods by their nature.
If the case does not meet our agreement, the complaints section of these terms and conditions applies.

Article 5: Distance selling – returns, refunds

This article also only applies to consumers when selling through our website.
Unless we collect the items ourselves, the following conditions apply to returns:
a. within 14 calendar days after termination;
b. if possible in the original packaging;
c. unused;
d. at your own expense and risk.
By "unused" in paragraph 2(c), we mean: you may not use the goods beyond what is necessary to determine the nature, characteristics, and functioning of the delivered goods. If you violate paragraph 2(b) or (c), you are liable for any diminished value of the goods.
We will refund the amounts received from you within 14 calendar days of receiving your cancellation notice. Unless we agree otherwise, we will do so in the same method and currency as your payment.
Section 4 also applies to any shipping costs you paid us for delivery, but the return shipping costs are your responsibility. This also applies to any additional (shipping) costs you incurred because you chose a delivery method other than the one we offer.
standard way.
Unless we collect the goods ourselves, you can only claim a refund after:
a. we have received the goods back;
b. or you have demonstrated that you have returned the goods.
If the business:
a. have been edited;
b. be damaged;
c. have been used (see definition paragraph 3);
We may refuse the goods or we may only refund a portion of the amount received. If this is the case, we will inform you immediately upon receipt of the goods.
You will never be liable or incur any costs simply for exercising your right of cancellation.

Article 6: Involvement of third parties

We may have deliveries made by third parties.

Article 7: Your obligations

You will ensure that you provide us with all information necessary for the execution of the agreement in a timely manner. You guarantee that this information is correct and complete and indemnify us against any third-party claims arising from the inaccuracy or incompleteness of this information.
You may only resell the goods delivered to you in the original packaging provided by us or our supplier. You may not modify the original packaging and must prevent damage.
If you fail to comply (in a timely manner) with the aforementioned obligations or your other obligations under the agreement/these general terms and conditions, we may suspend performance of the agreement until you have fulfilled your obligations. Any costs and other consequences (e.g., damages) resulting from this will be at your own risk.
If you fail to meet your obligations and we do not require immediate compliance, this will not affect our right to require compliance at a later date.

Article 8: Confidential information

We keep all information we receive from or about you when concluding/executing the agreement confidential. We only share this information with third parties to the extent necessary for the execution of the agreement.
We take all reasonable precautions to keep this information confidential. This confidentiality obligation also applies to our employees and third parties involved in the performance of the agreement under our responsibility.
We process information covered by the GDPR (General Data Protection Regulation) in accordance with the GDPR and report any information security breaches in accordance with the GDPR.
The confidentiality obligation does not apply if we are required to disclose the information due to law and/or regulations or a court ruling and cannot rely on a legal or court-approved right to refuse to disclose. This exception also applies to employees/third parties referred to in paragraph 2.

Article 9: Delivery – terms

We strive to deliver on time, but agreed deadlines are never final. If we fail to fulfill our obligations (on time), you must grant us a reasonable period for fulfillment by sending us written notice of default.
A delivery period begins after we have received all the information necessary for delivery and any agreed (advance) payment from you. In the event of delays, the delivery period will be extended proportionately.
We may deliver in parts and invoice each partial delivery separately.
The risk for goods to be delivered passes to you as soon as the goods leave our premises or we inform you that you can collect the goods.
Shipping or transport of the goods is at your own expense and risk. We are not liable for any damage related to shipping/transport.
Are you a consumer? Then the risk for the goods passes to you upon receipt of the goods by you or a third party designated by you. If you designate a carrier yourself, the risk passes to you upon receipt of the goods by that carrier. Shipping or transport is at your expense.
We may store the goods at your expense and risk if we cannot deliver them to you in the agreed manner, or if you fail to collect them and the cause lies within your control. We will grant you a reasonable period within which you can collect the goods or give us the opportunity to deliver them.
If you fail to meet your purchase obligation after this reasonable period, you will be immediately in default. We may terminate the agreement in whole or in part by written notice to you and sell the goods to a third party, without being required to compensate you for any damages, interest, or costs. This also does not affect our right to compensation for our (storage) costs, damages, and lost profits, or our right to subsequently demand performance from you.

Article 10: Packaging

Packaging intended for multiple uses remains our property. You may not use this packaging for any purpose other than its intended purpose.
We determine whether you return the packaging to us or whether we collect it from you, and at whose expense the collection will take place.
We may charge you a deposit for the packaging. If you return the packaging to us, carriage paid, within the agreed period, we will take it back. We will refund the deposit to you or offset it against the deposit for the packaging on a subsequent delivery. We may deduct a 10% handling fee from the amount to be refunded or offset.
If the packaging is damaged, incomplete, or completely broken, you are liable for this damage and your right to a refund is forfeited. If the damage exceeds the amount charged, we are not required to take back the packaging and may invoice you for it at cost price, minus the amount you paid.
We can leave disposable packaging with you. Any costs for disposal will be at your expense.

Article 11: Complaints

You must inspect the delivered goods immediately upon receipt and report any visible defects, damage, errors, faults, discrepancies in quantities, etc., on the consignment note/carrying note. If there is no consignment note/carrying note, please report these complaints to us in writing within two business days of receipt. If you do not report these complaints in time, the goods are deemed to have been received in good condition and in accordance with the agreement.
Please report any other complaints to us in writing immediately upon discovery, but no later than within the agreed warranty period. Any consequences of not reporting them immediately are your own responsibility.
If you don't report a complaint in a timely manner, you won't be able to rely on an agreed-upon warranty.
Complaints do not suspend your payment obligation.
The previous paragraph does not apply to consumers.
You enable us to investigate the complaint and provide us with all relevant information. If return shipping is necessary for the investigation, this will be at your expense, unless your complaint is subsequently found to be justified. You always bear the shipping/transport risk.
Returns will be made in a manner determined by us and, if possible, in the original packaging.
No complaints are possible about:
a. imperfections in/properties of goods that are inherent to the nature of the materials from which the goods are manufactured;
b. minor deviations accepted within the industry regarding stated quantities, dimensions, weights, numbers, colours, structures, etc.
c. colour, structure or other differences due to a changed production of the goods;
d. discolourations and slight colour deviations;
e. items that have been changed, processed or altered after receipt by you.

Article 12: Guarantees

We will carry out the agreed deliveries properly and in accordance with the standards applicable in our industry, but we do not provide any further guarantees than those expressly agreed upon with you.
During the warranty period, we guarantee the usual quality and soundness of the delivered goods.
Does the manufacturer/supplier offer a warranty on the delivered goods? This warranty applies equally between us. We will inform you of this.
If you intend to use the goods for a purpose other than their usual purpose, we will only guarantee their suitability if we confirm this in writing.
You cannot invoke the warranty until you have paid the agreed price for the goods.
The previous paragraph does not apply to consumers.
Are you rightfully invoking an agreed-upon warranty? We offer free repair, free replacement, or a refund/discount on the agreed-upon price. If there is any additional damage, the provisions of the liability article apply.
Are you a consumer? Then you can always opt for free repair or replacement of the goods, unless this cannot reasonably be expected of us. In the latter case, you may cancel the agreement by sending us a written statement or request a discount on the agreed price.

Article 13: Liability

We accept no liability whatsoever other than the guarantees expressly agreed with you or given by us.
We are only liable for direct damages. Any liability for consequential damages, such as business interruption, loss of profits and losses incurred, damages due to delays, and personal injury or personal injury, is expressly excluded.
You take all necessary measures to prevent or limit the damage.
If we are liable, our liability for damages is always limited to the amount paid by our insurer in the specific case. If no payment is made, or if the damage is not covered by our insurance policy, our liability for damages is limited to the invoice amount for the delivered goods.
All your claims for compensation for damages suffered will expire in any case 6 months after you became aware of/could have been aware of the damages you suffered and could therefore have held us accountable for them.
By way of exception to the previous paragraph, a term of 1 year applies to consumers.
We are not liable – and you will not be able to claim under the applicable warranty – if the damage is caused by:
a. your unskilled use, use contrary to the purpose of the delivered goods or use contrary to the instructions, advice, user guides, manuals, leaflets, etc. provided by/on behalf of us;
b. your unskilled safekeeping (storage) of the goods;
c. obsolescence/loss of quality of the goods during your storage prior to any possible onward delivery to a third party;
d. unskilled or insufficient maintenance of the goods;
e. errors in or incompleteness of the information provided to us by/on behalf of you;
f. your directions or instructions;
g. or as a result of a choice made by you that deviates from our advice or what is customary;
h. or because (repair) work or changes/processes have been carried out on the delivered goods by/on your behalf, without our express prior consent.
In the situations mentioned in the previous paragraph, you are fully liable for any resulting damage and you indemnify us against claims from third parties.
The limitations of liability contained in this article do not apply if the damage is due to our intent or gross negligence, or if the limitations conflict with mandatory statutory provisions. Only in these cases will we indemnify you against third-party claims.

Article 14: Payment

We may always ask you for a (partial) advance payment or other security for payment.
Unless we agree otherwise, you must pay within 14 days of the invoice date. The invoice is deemed correct unless you object within this payment period.
When ordering through our website, you pay as indicated on the website.
If you fail to pay (in full) within the payment term, you owe us late payment interest of 2% per month, calculated cumulatively on the principal amount. Partial months are considered full months. What does this cumulative monthly interest mean? In the first month after the payment term expires, we charge interest on the principal amount. In each subsequent month that you fail to pay, we charge interest on the principal amount plus the interest accrued in the preceding month(s).
For consumers, we charge a late payment interest of 6% per year, unless the statutory interest rate is higher. In that case, the statutory interest rate applies.
If your payment is still not received after a reminder, we may also charge you extrajudicial collection costs amounting to 15% of the invoice amount with a minimum of €40.00.
We provide consumers with a minimum of 14 days' notice to pay after receipt of the reminder. If payment is still not received, the extrajudicial collection costs for the consumer are:
a. 15% of the principal amount on the first €2,500.00 of the claim (with a minimum of €40.00);
b. 10% of the principal amount on the next €2,500.00 of the claim;
c. 5% of the principal amount on the next €5,000.00 of the claim;
d. 1% of the principal amount on the next €190,000.00 of the claim;
e. 0.5% of the principal amount. This is subject to an absolute maximum of €6,775.00.
For the calculation of the extrajudicial collection costs, we may increase the principal amount of the claim after one year by the default interest accrued in that year.
If you fail to pay, we may terminate the agreement by sending you a written notice or suspend our obligations under the agreement until you pay or provide us with adequate security. We have this right to suspend payment even before you default on your payment, provided we have reasonable grounds to doubt your creditworthiness.
We will first deduct payments received from all interest and costs owed and then from the oldest outstanding invoices, unless you indicate in writing when making the payment that it relates to a later invoice.
You may not offset our claims against any counterclaims you believe you have against us. This also applies if you apply for a (provisional) suspension of payments or are declared bankrupt.
The previous paragraph does not apply to consumers.

Article 15: Retention of title

All items we deliver to you remain our property until you have fulfilled all your payment obligations.
These payment obligations concern not only the purchase price of the goods, but also our claims:
a. for work performed related to the delivery;
b. due to an attributable shortcoming on your part, such as compensation, extrajudicial collection costs, interest and any fines.
If we deliver identical, non-personalizable items to you, the batch of items corresponding to the oldest invoice(s) will always be deemed sold first. This means that the retention of title always applies to all delivered items that are still in your inventory/premises at the time we invoke our retention of title.
You may resell the goods in the course of your normal business operations, provided that you also agree on a retention of title clause with your customers.
You may not pledge items subject to a retention of title or transfer them to a financier.
You must inform us immediately if third parties claim ownership or other rights to the goods.
As long as you have possession of the goods, you will store them carefully and as our identifiable property.
You must ensure that you have business or home contents insurance in place to cover the goods delivered under retention of title. Upon our request, you will provide us with access to the insurance policy and accompanying premium payment receipts.
If you violate this article, or if we invoke our retention of title for any other reason, we/our employees may enter your premises and repossess the goods. This does not affect our rights to terminate the agreement by written notice to you, or to claim compensation for our damages, lost profits, and interest.

Article 16: Bankruptcy - incapacity to dispose of property, etc.

We may terminate the agreement by a written statement addressed to you at the time when you:
a. is declared bankrupt or an application for bankruptcy has been made;
b. applies for a (provisional) suspension of payments;
c. is subject to an execution order;
d. is placed under guardianship or administration;
e. otherwise lose the power of disposition or legal capacity with regard to (parts of) your assets.
You must always inform the trustee or administrator about the (contents of the) agreement and these general terms and conditions.

Article 17: Force Majeure

If we fail to fulfil our contractual obligations to you, this cannot be attributed to us if there is force majeure.
In any case, in the following circumstances, force majeure exists on our side:
a. war, riot, mobilization, domestic or foreign unrest, government measures or threat of these/similar circumstances;
b. disruption of the exchange rates existing at the time the agreement was concluded;
c. business disruptions due to fire, burglary, sabotage, power outages, internet or telephone connections, cybercrime, strikes, natural phenomena, (natural) disasters, etc., which, for example, make our website unavailable (in full);
d. transport difficulties and delivery problems arising from weather conditions, roadblocks, accidents, import and export restrictions, a (temporary) shortage of necessary materials/parts, etc.
In the event of force majeure, we may terminate the agreement by sending you a written notice or adjust or suspend our deliveries for a reasonable period. In such cases, we are not required to pay you any compensation.
If the force majeure situation occurs after we have already partially performed the agreement, we are entitled to compensation for deliveries already made.

Article 18: Cancellation - suspension

This article does not apply to termination within the statutory cooling-off period as referred to in Article 4.
If you cancel the agreement before or during its execution, we may charge you fixed compensation for:
a. all costs incurred;
b. our damages suffered as a result of the cancellation, including loss of profits.
Depending on deliveries already made/costs incurred, this compensation ranges from 20 to 100% of the agreed price.
You indemnify us against all claims from third parties arising from the cancellation.
We may offset the compensation owed against all amounts paid by you and any counterclaims you may have.
If you ask us to suspend the performance of the agreement, we may immediately demand payment for all deliveries made and invoice you for them. This also applies to any costs incurred or costs resulting from the suspension.
Any costs we incur for resuming delivery(ies) are also your responsibility. If we are unable to resume performance of the agreement after the suspension, we may terminate the agreement by sending you a written notice.

Article 19: Applicable law – competent court

Dutch law applies to our agreements.
We exclude the applicability of the Vienna Sales Convention (CISG).
We submit disputes to the court with jurisdiction in our place of business. We also reserve the right to submit the dispute to the competent court in your place of business or residence.
As a consumer, you can always choose the legally competent court, even if we choose a different court. In that case, you must inform us of your choice within one month of receiving the summons.
If you are established/resident outside the Netherlands, we may also submit the dispute to the competent court in the country or state where you are established/resident.

Date: November 21, 2023

Language

Country/region

Language

General Terms and Conditions

General Terms and Conditions