Snowfall BV
General Conditions for businesses
of www.snowfall-beads.com
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Article 1 Applicability
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| 1.1 | These General Conditions apply to all offers of Snowfall BV, with its registered office in Schagen, the Netherlands, registered in the Trade Register of Alkmaarunder number 37120009, operating under the name Snowfall Beads, referred to below as 'Snowfall' and to all legal relationships between Snowfall and the buyer/principal, referred to below as: the 'Buyer'.
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| 1.2 | Amendments to these General Conditions or deviations from specific parts of the agreement will be binding on Snowfall only if it has confirmed those amendments or deviations in writing, in which case the other provisions of these General Conditions will remain in full force.
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| 1.3 | In the event of any contradiction between the wording of the web site, advertisements or other general advertising of Snowfall and these General Conditions, the latter will take precedence.
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| 1.4 | The applicability of any purchase or other conditions of the Buyer as well as any other general conditions that are usual within the sector is expressly excluded.
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| 1.5 | If 'Buyer' refers to more than one legal entity or natural person or businesses, they will be obliged jointly and severally, to perform all obligations arising from the agreement entered into with Snowfall.
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| 1.6 | Snowfall reserves the right to supplement or otherwise amend these General Conditions from time to time. The applicable General Conditions are always those published at the time of an enquiry.
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| 1.7 | In the event of any inconsistency between translations of the text of these General Conditions, the Dutch text will always take precedence.
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Article 2 Offer and agreement
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| 2.1 | All offers of Snowfall, including images, drawings, quotations of capacities, specifications, diagrams, price lists, material lists and other documentation, are without any commitment and subject to stock being unsold. An agreement between Snowfall and the Buyer has not been concluded until Snowfall has confirmed an order in writing, including electronically, or Snowfall has fulfilled an order in whole or in part.
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| 2.2 | Snowfall expressly reserves the right to change prices, in particular but not exclusively if that is necessary in view of statutory requirements.
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| 2.3 | Information, images, notices given orally, over the telephone, in writing or by e-mail, and quotations in relation to all offers and the principal features of the products will be provided as accurately as possible. However, Snowfall does not guarantee that all offers and products will be fully in accordance with the information provided. Deviations are, in principle, not a ground for damages and/or termination.
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| 2.4 | The Buyer is entitled to cancel an order only with Snowfall's approval and to the extent that the Buyer indemnifies Snowfall. Cancellation will not be possible if the order involves products ordered, taken in production or already made especially for the Buyer.
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| 2.5 | Snowfall is entitled to refuse enquiries, assignments and orders. In that case, Snowfall will refund any amounts already paid by the Buyer.
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Article 3 Prices and payments
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| 3.1 | All prices quoted by Snowfall are in euros, exclusive of turnover tax and exclusive of shipping and handling charges, unless otherwise agreed in writing.
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| 3.2 | The amounts of the shipping and handling charges are stated on the web site. Sales and shipments lower than the minimum value stated on the web site (exclusive of VAT) will not be considered or executed.
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| 3.3 | Snowfall cannot be held to its offers if the Buyer could have understood, in terms of reasonableness and fairness and normal business practices, that the offer or any part of it contained an obvious mistake or slip of the pen.
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| 3.4 | Offers do not apply automatically to repeat orders.
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| 3.5 | Unless otherwise agreed in writing, all payments must be made in one of the following manners:- prepayment to a bank account; the Buyer must transfer the amount due, including shipping and handling charges, VAT and any other additional charges to Rabobank account 11.18.35.984 in the name of Snowfall BV in Schagen.
- prepayment via Paypal; the Buyer must transfer the amount due, including shipping and handling charges, VAT and any other additional charges to Paypal account paypal@snowfall-beads.com in the name of Snowfall BV in Schagen;
- prepayment via credit card; the Buyer will pay the total amount due, including shipping and handling charges, VAT and any other additional charges to Snowfall BV, via the secure credit card module offered by Snowfall BV on its web site and managed by a third party;
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| 3.6 | Agreements with respect to which any required payment is not made within two weeks after conclusion of the agreement will be cancelled automatically.
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Article 4 Delivery
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| 4.1 | Snowfall has most articles in stock. Orders will be delivered as quickly as possible:
- In the event of payment in advance, we generally ship ordered goods within three business days of receiving payment.
After shipment, the Buyer should take into account the usual delivery terms of postal and package carriers for standard shipments (therefore no urgent or express shipments). Delivery times quoted by Snowfall in order confirmations or otherwise are indicative and are never applicable as fixed deadline. Failure to meet any delivery time does not entitle a Buyer to damages or cancellation of the order or of the agreement, unless the failure to meet the delivery time is such that the Buyer cannot reasonably be required to continue the agreement. For shipments already dispatched, this will not be the case until a tracking enquiry submitted to the carrier by Snowfall produces a negative end result. In that case, the Buyer will be entitled to cancel the order or terminate the agreement to the extent necessary. Any payments already made in respect of the lost shipment will be refunded.
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| 4.2 | After payment, Snowfall will deliver all ordered articles to the extent that they are in stock. Back orders will not be held. If desired, the Buyer may order those articles when they are available. Any payment already made in the amount of the price that the Buyer paid for the relevant articles will be refunded.
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| 4.3 | Snowfall will have fulfilled its delivery obligation when it has offered the goods once to the delivery address given by the Buyer on conclusion of the agreement. The receipt signed by the Buyer or by the person representing the Buyer on site will constitute full proof of delivery.
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| 4.4 | Snowfall has its registered office in the Netherlands. If delivery is to be made to another country, the Buyer must make its own enquiries with regard to import regulations, duties and requirements in the country of destination. All duties, VAT on import and other financial and other consequences of import, will be at the expense of the Buyer. The Buyer will indemnify Snowfall against all claims on that account.
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| 4.5 | Snowfall will determine the method of shipment and packaging.
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Article 5 Reservation of title and risk
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| 5.1 | Snowfall reserves title to all goods delivered to the Buyer as long as the Buyer has not yet fulfilled its payment obligations in full pursuant to the agreement under which Snowfall has delivered the goods or has rendered or will render services, or on account of any claim of Snowfall on the Buyer due to any failure in performance of the Buyer under that agreement. The Buyer will be obliged to inform Snowfall without delay of any attachment levied by a third party on the goods to which title is reserved.The risk concerning transport and the goods to be delivered will pass to the Buyer at the time at which the goods are made available to the Buyer for the first time.
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Article 6 Warranty
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| 6.1 | Save for any manufacturer's warranty and/or wholesaler's warranty, goods are delivered without any warranty unless otherwise agreed in writing. The Buyer will indemnify Snowfall against all claims of third parties due to warranties and/or information given by the Buyer regarding the goods in deviation from the manufacturer's warranty and/or the wholesaler's warranty and/or information.
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| 6.2 | The aforementioned warranty provisions will apply only to use of the delivered goods in accordance with the intended use and the manuals and specifications given to the Buyer.
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| 6.3 | Any warranty obligation will lapse: - if any modifications, repairs or operations are effected in or on the delivered goods by or on behalf of the Buyer;
- if the Buyer uses the delivered goods for purposes other than their normal intended use;
- if the Buyer has handled, treated and/or cared for the delivered goods in an improper or injudicious manner;
- if the defects were visible on delivery, but the Buyer failed to communicate them to Snowfall in accordance with Article 10;
- in the event of normal wear and tear;
- in the event of damage by water, humidity, frost or contamination.
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| 6.4 | Applicability of the warranty will be at Snowfall's discretion.
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Article 7 Liability
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| 7.1 | Save for the provisions of Articles 6 and any instance of intentional act or gross negligence, Snowfall will be liable to the extent that such liability is covered by its insurance up to the amount of the insurance taken out by Snowfall in the event of a benefit paid in the relevant case.
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| 7.2 | If in a particular case, the insurance does not pay damages, Snowfall's liability will be limited to the invoice amount paid by the Buyer for the goods involved in the case of damages.
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| 7.3 | If the Buyer fails to provide timely assistance, information or enquiries that Snowfall deems necessary or useful to execute the deliveries, the Buyer can never lay claim to any damages or any other rights due to a failure in performance of the agreement by Snowfall.
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| 7.4 | Snowfall will not be liable for technically unavoidable deviations in quality, quantity, colours, measurements, finishing, etc. that are allowable in the sector, and those deviations do not grant the Buyer any right to reject the goods.
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| 7.5 | Snowfall will never be liable for any consequential loss, including loss of profits, losses incurred, costs incurred, loss of savings, loss of data and loss due to business interruption.
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| 7.6 | Snowfall will not be liable for any loss due to intentional acts or gross negligence of its employees and/or others.
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| 7.7 | Snowfall will stipulate all statutory and contractual defences that it can invoke in respect of its own liability against the Buyer, also for its employees and others for whose conduct it could be held liable under the law.
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Article 8 Termination
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| 8.1 | Either party can terminate the agreement without notice of default and without legal intervention effective immediately if:- the other party is declared bankrupt, is granted a suspension of payments, whether or not provisionally, is placed under a debt rescheduling scheme for natural persons, if an attachment is levied on a substantial part of his assets or if the other party otherwise loses the free disposal over its assets;
- the other party's business is liquidated of terminated.
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| 8.2 | Amounts invoiced prior to the termination in relation to goods delivered and services provided as part of performance of the agreement will be due immediately at the time of termination.
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Article 9 Force majeure
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| 9.1 | Force majeure of Snowfall will include failure of delivery or late delivery by suppliers of Snowfall or other third parties, sickness, staff shortage, strikes, business lockouts, barriers in transport, lack of raw materials and of other materials, mobilisation, state of emergency, and unrest or rioting, import and export restrictions and other government measures or regulations, water damage, fire damage, frost damage, business interruption, power failures and other events beyond Snowfall's control. In addition, force majeure includes malfunctioning of any telecommunication or other network connection of the communication systems used and/or the unavailability of its web site at any time.
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| 9.2 | In the event of force majeure, Snowfall will be entitled to suspend performance of the agreement without judicial intervention as long as the force majeure situation continues or to terminate the agreement without any obligation for Snowfall to pay any damages or penalty to the Buyer.
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| 9.3 | Upon a suspension in performance of an order that lasts more than three months, the Buyer will be entitled to terminate the agreement unless the specific circumstances of the case justify a shorter term.
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| 9.4 | In the event of termination as referred to above, Snowfall will be entitled to require payment for everything that has been delivered/provided up to that point and Snowfall will not be obliged to pay any damage or penalty to the Buyer.
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Article 10 Inspection and advertising
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| 10.1 | The Buyer must have the goods inspected on delivery or as quickly as possible thereafter. Complaints relating to visible defects will not be considered unless Snowfall is informed of them within eight (8) days of receipt of the goods.
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| 10.2 | Complaints relating to hidden defects will be considered only if Snowfall is informed of them within eight (8) days after they were observed, and within 14 (fourteen) days of delivery at the latest.
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| 10.3 | If a complaint is found to be justified by Snowfall, Snowfall will be allowed the necessary time to adopt the measures that it deems necessary, and Snowfall will only be obliged at its discretion to repair the goods to which the complaint relates free of charge, to replace them by other goods or to refund the price paid by the Buyer for those goods.
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| 10.4 | Complaints relating to invoices or part invoices must be submitted to Snowfall within 7 (seven) days after the date of dispatch.
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| 10.5 | After the aforementioned terms have elapsed, the Buyer will be deemed to have approved the delivered goods/rendered services and the invoices, respectively. From then on, Snowfall will not consider any complaints.
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| 10.6 | Claims of the Buyer due to a product delivered by Snowfall allegedly having a defect within the meaning of this Article will expire 1 (one) year after the date of delivery.
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Article 11 Intellectual property
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| All intellectual and/or industrial property rights, including copyrights, design rights, patents, trade mark rights and/or any other rights to goods manufactured and made available by Snowfall pursuant to the agreement will vest exclusively in Snowfall, its supplier or other proprietors. The goods made available to the Buyer may not be reproduced and/or published, wholly or partly, in any manner whatsoever without express prior permission in writing from Snowfall.
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Article 12 Applicable law and dispute resolution
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| 12.1 | All disputes arising between Snowfall and the Buyer from agreements concluded by Snowfall or from their execution, and all disputes arising from these General Conditions will exclusively be submitted in first instance to the competent district court of Alkmaar, the Netherlands, unless any provisions of law otherwise require.
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| 12.2 | All agreements between Snowfall and the Buyer will be governed exclusively by Dutch law. The applicability the UN Convention on Contracts for the International Sale of Goods (1980) is expressly excluded.
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