General terms and conditions Fairwater Trading B.V. B2B

Definitions

Fairwater Trading B.V.: Fairwater Trading B.V., established at Nieuwezijds Voorburgwal 104, Amsterdam under Chamber of Commerce number 66552443.
Customer: the other party with whom Fairwater Trading B.V. an agreement has been entered into.
Parties: Fairwater Trading B.V. and customer together.
Fairwater Trading B.V. does not do business with consumers. These conditions are therefore B2B.

Applicability of delivery conditions

These terms of delivery apply to all activities, orders, agreements and deliveries of services or products by or on behalf of Fairwater Trading B.V..
The parties may only deviate from these terms of delivery if they have expressly agreed to this in writing.
The parties explicitly exclude the applicability of additional and/or deviating general and/or delivery conditions of the customer or of third parties. Only the general terms and conditions of Fairwater Trading B.V. apply.

Consequences of not paying on time

If the customer does not pay within the agreed term, Fairwater Trading B.V. entitled to charge the statutory interest of 8% per month for commercial transactions from the day the customer is in default, whereby part of a month is counted as a whole month.
When the customer is in default, he is also due to pay extrajudicial collection costs and any compensation to Fairwater Trading B.V..
The collection costs are calculated based on the “Besluit vergoeding voor buitengerechtelijke incassokosten”.
If the customer does not pay on time, Fairwater Trading B.V. suspend its obligations until the customer has fulfilled his payment obligation.
In the event of liquidation, bankruptcy, attachment or suspension of payment on the part of the customer, the claims of Fairwater Trading B.V. immediately payable by the customer.
If the customer refuses to cooperate with the implementation of the agreement by Fairwater Trading B.V., he is still obliged to pay Fairwater Trading B.V. the full agreed price. to pay.

Right of recovery (“Recht van reclame”)

As soon as the customer is in default, Fairwater Trading B.V. entitled to invoke the right of recovery regarding the unpaid products delivered to the customer.
Fairwater Trading B.V. invokes the right of recovery by means of a written or electronic communication.
As soon as the customer has been informed of the invoked right of recovery, the customer must immediately return the products to which this right relates to Fairwater Trading B.V., unless the parties make other agreements about this.
The costs for bringing back or returning the products will be borne by the customer.

Right of suspension

The customer waives the right to suspend the fulfillment of any obligation arising from this agreement.

Right of retention

Fairwater Trading B.V. can invoke its right of retention and in that case keep products of the customer until the customer has settled all outstanding accounts with Fairwater Trading B.V. has paid, unless the customer has provided sufficient security for those costs.
The right of retention also applies on the basis of previous agreements from which the customer still owes payments to Fairwater Trading B.V..
Fairwater Trading B.V. is never liable for any damage that the customer may suffer as a result of using his right of retention.

Settlement

The customer waives his right to claim a debt to Fairwater Trading B.V. to be set off against a claim against Fairwater Trading B.V..

Retention of title

Fairwater Trading B.V. remains the owner of all delivered products until the customer has fully fulfilled all his payment obligations towards Fairwater Trading B.V., including claims for failure to comply with the agreement.
Until then, Fairwater Trading B.V. may always invoke its retention of title and take back the goods.
Before ownership has passed to the customer, the customer may not pledge, sell, alienate or otherwise encumber the products.
If Fairwater Trading B.V. invokes its retention of title, the agreement is deemed to have been dissolved and Fairwater Trading B.V. the right to claim damages, lost profits and interest.

Delivery

Delivery takes place while stocks last.
Delivery takes place at Fairwater Trading B.V., unless the parties have agreed otherwise.
Delivery of products ordered online will take place at the address indicated by the customer.
If the agreed amounts are not paid or not paid on time, Fairwater Trading B.V. the right to suspend its obligations until the agreed part has been paid.
In the event of late payment, there is creditor default, with the result that the customer cannot claim a late delivery from Fairwater Trading B.V. can object.

Delivery time

The products supplied by Fairwater Trading B.V. specified delivery times are indicative and do not entitle the customer to dissolution or compensation if they are exceeded, unless the parties have expressly agreed otherwise in writing.
The delivery time commences after the quotation has been signed for approval by the customer and sent to Fairwater Trading B.V. by Fairwater Trading B.V. has been confirmed to the customer in writing or electronically.
Exceeding the stated delivery time does not entitle the customer to compensation or the right to dissolve the agreement, unless Fairwater Trading B.V. cannot deliver within 14 days after receiving a written demand to do so or if the parties have agreed otherwise.

Actual delivery

The customer must ensure that the actual delivery of the products ordered by him can take place in time.

Delivery and transfer of risk

The risk of loss, damage or depreciation of a purchased item passes to the customer from the moment when the item is brought into the customer’s control.

Transportation costs

Transport costs are for the account of the customer, unless the parties have agreed otherwise.

Packaging and shipping

If the packaging of a delivered product is opened or damaged, the customer must have a note drawn up by the forwarder or delivery person before receiving the product, failing which Fairwater Trading B.V. cannot be held liable for any damage.
If the customer arranges for the transport of a product himself, he must report any visible damage to products or the packaging to Fairwater Trading B.V. prior to the transport, failing which Fairwater Trading B.V. cannot be held liable for any damage.

Storage

If the customer does not purchase ordered products until later than the agreed delivery date, the risk of any loss of quality is entirely for the customer.
Any additional costs as a result of premature or late purchase of products will be fully borne by the customer.

Guarantee

The warranty regarding products only applies to defects caused by faulty manufacturing, construction or material.
The guarantee does not apply in the case of normal wear and tear and damage caused by accidents, changes made to the product, negligence or improper use by the customer, as well as when the cause of the defect cannot be clearly determined.
The risk of loss, damage or theft of the products that are the subject of an agreement between the parties’ transfers to the customer at the time when they are legally and/or actually delivered, or at least come under the control of the customer or of a third party who receives the product on behalf of the customer.

Disclaimer

The customer indemnifies Fairwater Trading B.V. against all claims from third parties related to the services provided by Fairwater Trading B.V. delivered products and/or services.

Complaints

The customer must provide a fairwater trading B.V. to examine the delivered product or service as soon as possible for any shortcomings.
If a delivered product or service does not meet what the customer could reasonably expect from the agreement, the customer must inform Fairwater Trading B.V. as soon as possible, but in any case, within 1 month after the discovery of the shortcomings.
The customer provides a description of the shortcoming that is as detailed as possible, so that Fairwater Trading B.V. able to respond appropriately.
The customer must demonstrate that the complaint relates to an agreement between the parties.
If a complaint relates to ongoing work, this can in any case not lead to Fairwater Trading B.V. may be required to perform other work than has been agreed.

Notice of default

The customer must notify Fairwater Trading B.V. of any notice of default in writing.
It is the responsibility of the customer that Fairwater Trading B.V. is given notice of default achieved (on time).

Joint and several liability customer

If Fairwater Trading B.V. enters into an agreement with several customers, each of them is jointly and severally liable for the full amounts they owe to Fairwater Trading B.V. under that agreement to owe.

Liability Fairwater Trading B.V.

Fairwater Trading B.V. is only liable for any damage suffered by the customer if and insofar as that damage is caused by intent or gross negligence.
If Fairwater Trading B.V. is liable for any damage, it is only liable for direct damage resulting from or related to the performance of an agreement.
Fairwater Trading B.V. is never liable for indirect damage, such as consequential damage, lost profit, lost savings or damage to third parties.
If Fairwater Trading B.V. is liable, this liability is limited to the amount paid out by a concluded (professional) liability insurance and in the absence of (full) payment by an insurance company of the damage amount, the liability is limited to the (part of the) invoice amount to which the liability relates has.
All images, photos, colors, drawings, descriptions on the website or in a catalog are only indicative and are only approximate and cannot give rise to compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.

Expiry period

Any right of the customer to compensation from Fairwater Trading B.V. in any case expires 12 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions of Section 6:89 of the Dutch Civil Code.

Right to dissolution, but only if the court so decides

The customer has the right to dissolve the agreement if Fairwater Trading B.V. imputably fails to fulfill its obligations, unless this shortcoming does not justify dissolution in view of its special sort or minor significance.
In the event that Fairwater Trading B.V. fulfills its obligations, is not permanently or temporarily impossible, dissolution can only take place after Fairwater Trading B.V. is in default.
Fairwater Trading B.V. has the right to dissolve the agreement with the customer if the customer does not fully or timely fulfill his obligations under the agreement, or if Fairwater Trading B.V. has become aware of circumstances that give him good grounds to fear that the customer will not be able to properly fulfill his obligations.

No right to dissolution, unless the court decides otherwise

The customer waives his right to dissolve the agreement in whole or in part. Insofar as in these general terms and conditions the customer is given the right to dissolve, then this article takes precedence and that – unlike other provisions – excludes any right to dissolution. The customer can therefore never proceed to any dissolution. Only if the court rules that this article cannot apply in a specific case, the customer is entitled to dissolution, but then in accordance with what has been determined in these general terms and conditions regarding the possibilities to do so. But as long as the court does not rule that this article cannot be valid – for example, pursuant to reasonableness and fairness or in the event that a legal provision sets this article aside – this article is valid, and the customer is never entitled to dissolution.

Force majeur

1. In addition to the provisions of Section 6:75 of the Dutch Civil Code, a shortcoming on the part of Fairwater Trading B.V. in the fulfillment of any obligation towards the customer not to Fairwater Trading B.V. can be attributed in one of the wills of Fairwater Trading B.V. independent situation, as a result of which the fulfillment of its obligations towards the customer is prevented in whole or in part or as a result of which the fulfillment of its obligations cannot reasonably be assumed by Fairwater Trading B.V. may be required.
The force majeure situation referred to in paragraph 1 also includes – but is not limited to: a state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); non-performance and force majeure of suppliers, deliverers or other third parties; unexpected power, electricity, internet, computer and telecom failures; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work interruptions.
If a force majeure situation arises as a result of which Fairwater Trading B.V. 1 or more obligations towards the customer, then those obligations will be suspended until Fairwater Trading B.V. can meet it again.
From the moment that a force majeure situation has lasted at least 30 calendar days, both parties may dissolve the agreement in whole or in part in writing.
Fairwater Trading B.V. does not owe any (damage) compensation in a situation of force majeure, even if it has obtained any advantages as a result of the force majeure situation.

Change of delivery conditions

Fairwater Trading B.V. is entitled to change or supplement these terms of delivery.
Changes of minor importance can be made at any time.
Major substantive changes will be made by Fairwater Trading B.V. discuss with the customer as much as possible in advance.
A consumer is entitled to cancel the agreement in the event of a substantial change to the terms of delivery.

Transfer of rights

Rights of the customer under an agreement between the parties cannot be transferred to third parties without the prior written consent of Fairwater Trading B.V..
This provision applies as a clause with effect under property law as referred to in Article 3:83, paragraph 2 of the Dutch Civil Code.

Consequences nullity or voidability

If one or more provisions of these terms and conditions prove to be void or voidable, this will not affect the other provisions of these terms and conditions.
A provision that is void or voidable will in that case be replaced by a provision that comes closest to what Fairwater Trading B.V. had in mind when drafting the conditions on that point.

Applicable law and competent court

These terms and conditions of delivery and every agreement between the parties are exclusively governed by Dutch law.
The Dutch court in the district where Fairwater Trading B.V. is established, is exclusively authorized to take cognizance of any disputes between the parties, unless the law prescribes otherwise.

Applicability of these conditions

These terms are applicable since March 13, 2023.

English translation
This document is the English translation of the Dutch general terms and conditions. The customer acknowledges that this translation may contain errors. The Dutch version always takes precedence over this translation. In the event of a conflict between the Dutch version and this translation, the Dutch version will always take precedence.