General Terms and Conditions
Article 1Definitions
In these General Terms and Conditions, the following terms shall have the meanings set out below:
1.1Terms and Conditions: these terms and conditions of Van Laar Trumpets.
1.2Consumer: a natural person who is not acting for purposes relating to their trade, business, craft or profession.
1.3Van Laar Trumpets: the general partnership Van Laar Trumpets, with its registered office at Termaar 5, Margraten (6269 AE).
1.4Customer: the natural or legal person (including, where applicable, but not limited to, the Consumer) who enters into a Contract with Van Laar Trumpets or who intends to enter into a Contract with Van Laar Trumpets.
1.5Quotation: any non-binding offer and price quotation (including annexes, documentation and images, etc.) from Van Laar Trumpets to the Customer.
1.6Agreement: any agreement concluded between the Customer and Van Laar Trumpets, including but not limited to the Distance Contract.
1.7Distance Contract: the Agreement concluded between Van Laar Trumpets and the Customer within the framework of an organised system for the distance sale of products and/or services, whereby, up to and including the conclusion of this Agreement, exclusive or joint use is made of one or more means of distance communication, including but not limited to the Agreement concluded via the online shop on, amongst others, the website www.vanlaartrumpets.nl.
1.8Parties: the Customer and Van Laar Trumpets collectively.
1.9Products: all goods and items that form the subject matter of an Agreement.
1.10In writing: any communication by post, by email, by fax or by any other means of communication which, in view of the state of the art and generally accepted practice, may be regarded as equivalent thereto.
Article 2Identity and details of Van Laar Trumpets
2.1Van Laar Trumpets is registered in the Trade Register of the Chamber of Commerce under number 14627951.
2.2Van Laar Trumpets is situated at Termaar 5, Margraten (6269 AE), Netherlands and can be contacted by telephone from Wednesday to Friday between 10.00 and 16.30 on +31434582841, as well as via the general email address info@vanlaartrumpets.nl.
Article 3Applicability of the General Terms and Conditions
3.1These General Terms and Conditions apply to all quotations, sales, deliveries and work, and also form an integral part of all Agreements and any subsequent Agreements, as well as any work to be carried out and/or Products to be supplied by Van Laar Trumpets. Once an Agreement has been concluded with the Customer, the Customer agrees to the applicability of these General Terms and Conditions to subsequent Quotations, sales, deliveries, orders, work and Agreements.
3.2Amendments to the Agreement and deviations from the General Terms and Conditions shall only be valid if they have been agreed between the Parties and must be set out in writing in a document signed by (the legally authorised representative of) both Parties.
3.3Van Laar Trumpets reserves the right to amend the General Terms and Conditions at any time. The amended General Terms and Conditions shall apply from the moment Van Laar Trumpets has notified the Customer of the amendment, on the understanding that, for Quotations already issued, the General Terms and Conditions in force on the day the Quotations were issued shall continue to apply. If an amendment involves a material change to the service or is detrimental to the Consumer, the Consumer has the right to terminate the Contract free of charge within 14 days of being notified of the amendment.
3.4If any provision of these General Terms and Conditions is deemed void by a competent court, is set aside or is otherwise declared non-binding, the remaining provisions of these General Terms and Conditions shall remain in full force and effect. The parties shall then enter into consultation with a view to agreeing on new provisions to replace any void, annulled or otherwise non-binding provisions, whilst, where and to the extent possible, taking into account the purpose and intent of the original provision.
3.5These General Terms and Conditions have been drawn up in Dutch and English. In the event of any differences in interpretation between these texts, the Dutch text shall prevail.
Article 4Quotations
4.1All quotations from Van Laar Trumpets are non-binding, unless expressly agreed otherwise in writing.
4.2However, should any other statement by Van Laar Trumpets be regarded or deemed to be a quotation, it shall be deemed to have been made without obligation, unless otherwise agreed in writing.
4.3Van Laar Trumpets shall not be bound by a quotation if the Customer can reasonably understand that the quotation, or any part thereof, contains an obvious error or typographical mistake.
4.4Although Van Laar Trumpets will exercise due care in drawing up its Quotation, including price lists, brochures and other information that may indicate any (future) legal relationship between Van Laar Trumpets and the Customer, the Customer may never derive any legitimate expectation regarding the accuracy of the information contained therein, unless expressly agreed otherwise in writing. Illustrations, drawings, photographs, dimensions, specifications and other descriptions provided by Van Laar Trumpets in catalogues, leaflets, showroom quotations or in relation to Products offered in any other way are not binding and are intended solely to give a general impression of the range offered by Van Laar Trumpets. Minor deviations of minor importance are therefore permissible.
4.5The Customer guarantees the completeness and accuracy of the information provided by or on behalf of the Customer to Van Laar Trumpets, on which Van Laar Trumpets bases its Quotation.
4.6If the Quotation contains a composite price quotation, Van Laar Trumpets is not obliged to carry out part of the work for a corresponding portion of the quoted price. A Quotation does not automatically apply to future orders.
4.7Acceptance of the Quotation by the Customer implies that the Customer agrees to the applicability and content of these General Terms and Conditions.
Article 5Contract
5.1The Contract is concluded and is only binding if Van Laar Trumpets has confirmed it in writing or if Van Laar Trumpets performs the Contract.
5.2If any reservations or amendments to the Quotation are included in the acceptance, the Contract shall only be concluded once Van Laar Trumpets has confirmed in writing to the Customer that it agrees to these reservations or amendments.
5.3Verbal commitments made by, and agreements reached with, employees of Van Laar Trumpets shall not be binding on Van Laar Trumpets until and to the extent that they have been confirmed in writing by Van Laar Trumpets.
5.4If, during the performance of the Agreement, it transpires that it is necessary to amend or supplement the Agreement in order to ensure its proper performance, the Parties shall proceed to amend the Agreement in a timely manner and by mutual agreement. If the nature, scope or content of the Agreement is amended, whether or not at the Customer’s request or instruction, this may have consequences for what was originally agreed. Consequently, the originally agreed amount may also be increased or reduced. Van Laar Trumpets will provide a quotation for this in advance as far as possible. The Customer accepts the possibility of amendments to the Agreement, including but not limited to changes in price and any other terms and conditions. Van Laar Trumpets is entitled to charge amendment fees if the Customer wishes to amend the Agreement after it has been concluded.
5.5If the Agreement is amended, including by way of an addendum, Van Laar Trumpets is entitled to implement such amendments only after approval has been given by the authorised person within the Customer’s organisation and the Customer has agreed to the price quoted for the implementation and any other terms and conditions. Failure to implement the amended Agreement, or failure to do so immediately, shall not constitute a breach on the part of Van Laar Trumpets and shall not constitute grounds for the Customer to terminate or cancel the Agreement.
5.6Without thereby being in default, Van Laar Trumpets may refuse a request to amend the Agreement if this could affect the quality of the Products to be supplied by it. Van Laar Trumpets shall not be liable for any direct and/or indirect consequences and/or damage arising from such a refusal as referred to above.
5.7Every Agreement is entered into subject to the condition precedent of sufficient availability of the Products forming part of the Agreement.
Article 6Right of withdrawal
6.1The Consumer may withdraw from the Distance Contract relating to the purchase of Products within a cooling-off period of 14 days without giving any reason.
6.2Van Laar Trumpets has excluded the following Products from the right of withdrawal referred to in this article:
a.Products whose price is subject to fluctuations in the financial market over which Van Laar Trumpets has no influence and which may occur within the withdrawal period;
b.Products manufactured to the Consumer’s specifications, which are not prefabricated and which are manufactured on the basis of an individual choice or decision by the Consumer, or which are clearly intended for a specific person.
6.3The cooling-off period referred to in paragraph 1 of this article commences:
a.on the day after the Consumer, or a third party designated in advance by the Consumer (other than the carrier), has received the Product; or:
b.if the Consumer has ordered multiple Products in the same order: the day on which the Consumer, or a third party designated by them, has received the last Product. If the time between the deliveries of different Products exceeds fourteen (14) days, Van Laar Trumpets may refuse an order comprising multiple Products with different delivery times. Van Laar Trumpets will contact the Consumer without delay in this regard.
6.4During the cooling-off period, the Consumer shall handle the Product and its packaging with care. They shall only unpack or use the Product to the extent necessary to ascertain the nature, characteristics and functioning of the Product. The basic principle here is that the Consumer may only handle and inspect the Product in the same way as they would be permitted to do in a shop. The Consumer is only liable for any reduction in the value of the Product resulting from handling the Product in a manner that goes beyond what is permitted under this clause.
6.5If the Consumer exercises their right of withdrawal, they must notify Van Laar Trumpets of this unequivocally within the cooling-off period. As soon as possible, but within fourteen (14) days from the day following the notification referred to in the previous sentence, the Consumer shall return the Product in its original condition and packaging, with any accessories supplied, and in accordance with the instructions provided by Van Laar Trumpets, or shall hand over the Product to Van Laar Trumpets at the visiting address set out in the General Terms and Conditions. The direct costs of returning the Product shall be borne by the Consumer.
Article 7Cancellation and Returns
7.1Without prejudice to the provisions regarding the right of withdrawal referred to in the previous article of the General Terms and Conditions, cancellation of the Agreement concluded between the Parties is not possible, unless Van Laar Trumpets expressly states otherwise in writing.
7.2Without prejudice to the provisions regarding the right of withdrawal referred to in the previous article of the General Terms and Conditions, the return of the Products to Van Laar Trumpets is not possible, unless Van Laar Trumpets has expressly stated otherwise in writing.
7.3The return (including returns based on the right of withdrawal referred to in the previous article) of Products showing signs of use and as a result of which the Products are no longer in as near-original a condition as possible and/or undamaged, including but not limited to signs of use such as hand perspiration, scratches and dents, is not permitted for a Customer who is not a Consumer, even if Van Laar Trumpets has expressly stated in writing that a return is possible. If the Customer is a Consumer, returns in such cases are only permitted subject to a deduction for the reduction in value determined by Van Laar Trumpets resulting from handling the Product in a manner that goes beyond what is permitted under Article 6(4).
7.4The costs of returning the Product shall at all times be borne by the Customer.
Article 8Prices
8.1All prices are in euros and exclude VAT unless expressly stated otherwise in writing. All prices and rates are exclusive of any costs to be incurred in connection with the Agreement, including but not limited to the costs of customs formalities required for export, as well as all duties, taxes and other levies payable on export, travel and accommodation costs, shipping costs and administrative costs, unless expressly agreed otherwise in Writing. These costs will, however, be passed on to the Customer.
8.2Only where the Customer is a natural person acting outside the scope of a profession or business and the delivery address is within the Netherlands shall all prices and rates include VAT.
8.3Unless expressly stated otherwise, the prices are based on the manufacturer’s prices and exchange rates applicable at the time the Agreement is concluded.
8.4Van Laar Trumpets is entitled to increase the agreed price if Van Laar Trumpets is obliged to carry out additional work or incur additional costs, such as in the event of:
–relevant changes to (government) regulations or decisions;
–relevant changes to the Agreement;
–additional work that proves necessary during the performance of the Agreement;
–additional work arising from facts and/or uncertainties at the time the Agreement was concluded.
8.5If the Parties have agreed on a (rough) guide price for work to be carried out by Van Laar Trumpets, Van Laar Trumpets may increase this price if it can demonstrate that it has had to incur higher costs for the performance of the work than it had budgeted. Van Laar Trumpets shall ensure that it notifies the Customer of this as soon as it becomes clear that the price will be more than 10 per cent higher than the quoted indicative price.
8.6In the event of an increase in one or more cost factors after the date of sale but before the date of delivery, Van Laar Trumpets is authorised to increase the price quoted and/or agreed accordingly, even if the increase is due to foreseeable circumstances. This shall also apply mutatis mutandis if the Products have become more expensive as a result of a change in the exchange rate. The sales prices applicable on the day of delivery shall apply.
8.7If the aforementioned price increases are disproportionate to the quotations provided at the time the Agreement was concluded, either Party shall be entitled to terminate the Agreement. If such an increase as referred to in this clause occurs within three months of the conclusion of the Agreement, the Customer who is not a Consumer is entitled to terminate (this part of) the Agreement within a reasonable period, subject to payment of reasonable compensation for the direct costs incurred by Van Laar Trumpets in connection with the Agreement. If this situation arises in relation to a Customer who is a Consumer, the Customer is entitled to terminate the Agreement within a reasonable period free of charge.
8.8A budget made known by the Customer to Van Laar Trumpets shall never be regarded as a (fixed) price agreed between the Parties for the work to be carried out by Van Laar Trumpets. Only if this has been agreed in writing between the Parties is Van Laar Trumpets obliged to inform the Customer in the event of an imminent overspend on a preliminary estimate or quotation issued by Van Laar Trumpets.
8.9Unless the Parties agree otherwise, discounts shall be deemed to have been granted on a one-off basis and shall not bind Van Laar Trumpets in respect of subsequent Agreements.
Article 9Delivery and delivery time
9.1Van Laar Trumpets shall exercise the utmost care in the manufacture and delivery of Products.
9.2Unless otherwise agreed in writing, delivery of Products by Van Laar Trumpets shall be Ex Works, based on the most recent version of the International Commercial Terms (Incoterms®) at the time the Agreement is concluded. The time of delivery shall be the moment at which the Products leave Van Laar Trumpets’ premises.
9.3Where delivery on a Carriage and Insurance Paid To (CIP) basis, as defined in the most recent version of the International Commercial Terms (Incoterms®), has been agreed, the time of delivery shall be the moment at which the Products are handed over by Van Laar Trumpets at the place of delivery agreed between the Parties.
9.4If delivery is made in instalments, each delivery shall be regarded as a separate transaction with all the associated legal consequences.
9.5The Customer is obliged to provide the necessary dispatch instructions in good time; failing which, the Customer shall be liable for any damage and costs arising from such failure.
9.6Van Laar Trumpets shall endeavour to meet any delivery date specified. However, delivery dates specified by Van Laar Trumpets shall never be regarded as strict deadlines, unless expressly agreed otherwise in writing. In the event of one or more delivery dates being exceeded, the Customer, not being a Consumer, shall have no claim and/or right to any compensation in this regard. If one or more delivery dates are exceeded, the Customer, not being a Consumer, shall have no right to proceed with the (partial) termination of the Agreement. Unless the delay is such that the Customer, not being a Consumer, cannot reasonably be expected to maintain (the relevant part of) the Agreement. In the event of a delay in the delivery time, the Consumer shall in that case be entitled to terminate the Agreement free of charge and with a right to any compensation.
9.7Unless expressly agreed otherwise in writing, any additional work to be carried out by Van Laar Trumpets may, having regard to the circumstances of the case, result in a reasonable extension of the delivery time.
9.8Insofar as delivery on call has been agreed, Van Laar Trumpets may, in the event of failure to place an order or failure to do so in a timely manner, invoice the Customer at its own discretion and store the Products. In such cases, if no call-off has been made for a period of two months, a storage charge of 5 per cent (in words: five per cent) per month of the value of the Products held in stock at that time which should already have been called off will be charged.
9.9If delivery cannot take place at the agreed time of delivery for reasons falling within the Customer’s sphere of risk, the Customer shall be obliged to reimburse Van Laar Trumpets for any reasonable costs incurred as a result, including those relating to the storage of the Products to be delivered. The risk in respect of the Products stored by Van Laar Trumpets on behalf of the Customer shall pass to the Customer from the time of the originally intended delivery or handover.
9.10Notwithstanding the provisions applicable to Customers who are not Consumers, in the case of a Contract with a Consumer, the risk of loss, theft or damage to the Products shall only pass to the Consumer at the moment the Products are actually placed in the possession of the Consumer or a third party designated in advance by the Consumer (other than the carrier).
Article 10Performance of the work
10.1Van Laar Trumpets is obliged to exercise the care that may reasonably be expected of it under the given circumstances. Van Laar Trumpets shall endeavour to perform the Contract to the best of its knowledge and ability and in accordance with the requirements of good workmanship (all in accordance with the state of the art at that time).
10.2Van Laar Trumpets shall determine the manner in which the work is carried out. Where possible, Van Laar Trumpets shall take into account any instructions provided by the Client in good time and in a justified manner regarding the performance of the work. The Parties acknowledge that the success of the work depends on good mutual cooperation.
10.3Unless the Parties expressly agree otherwise in writing, Van Laar Trumpets shall organise the work to be carried out by it independently and shall apply its own schedule, on the understanding that Van Laar Trumpets is free to determine the times at which the work is carried out; However, when drawing up and/or amending its own schedule, Van Laar Trumpets shall act reasonably and fairly towards the Client and shall, as far as possible, do so in close consultation with the Client.
10.4In carrying out the work, Van Laar Trumpets is entitled to involve one or more persons who are not directly or indirectly affiliated with Van Laar Trumpets, if, in Van Laar Trumpets’ opinion, this is desirable with a view to the optimal performance of the work for the Parties. Van Laar Trumpets shall at no time be liable for any failure on the part of such a person.
10.5The Customer shall ensure that all information which Van Laar Trumpets specifies as being necessary, or which the Customer ought reasonably to understand to be necessary for the performance of the work, is provided to Van Laar Trumpets in good time. If the information required for the performance of the work is not provided to Van Laar Trumpets in good time, Van Laar Trumpets shall be entitled to suspend performance of the Agreement and/or to charge the Customer for any additional costs arising from the delay in accordance with the rates applicable at that time. The performance period shall not commence until the Customer has made the information available to Van Laar Trumpets. Van Laar Trumpets shall not be liable for any damage, of whatever nature, arising from Van Laar Trumpets having relied on incorrect and/or incomplete information provided by the Customer. The Customer shall at all times guarantee the accuracy, completeness and consistency of the data, specifications and designs provided to Van Laar Trumpets, even if such data, specifications and designs originate from a third party. Any inaccuracies, omissions or inconsistencies shall at all times be at the Customer’s own expense and risk.
10.6When carrying out repair, maintenance, adjustment or modification work, replaced and/or damaged parts (including, but not limited to, damaged instrument bells) will not be returned to the Customer. By placing the order for repair or modification, the Customer expressly waives all rights of ownership to these replaced parts. These parts will be disposed of or recycled by Van Laar Trumpets, unless the Parties have expressly agreed otherwise in writing prior to the work commencing.
Article 11Payment
11.1Unless expressly agreed otherwise in writing, payment by the Customer to Van Laar Trumpets must be made within 30 (in words: thirty) days of the invoice date or the payment request. This payment term is to be regarded as a strict deadline. A Customer who is not a Consumer is not permitted to invoke any deduction, discount, compensation or set-off (of debts), nor is such a Customer entitled to suspend their payment obligation.
11.2Where Van Laar Trumpets has stipulated advance payment, the Customer may not assert any rights regarding the fulfilment of the relevant order, the work to be carried out and/or the delivery of the Product until the stipulated advance payment has been made.
11.3If there are reasonable grounds to believe that the Customer is failing to fulfil, or will fail to fulfil, its obligations, or is failing to do so on time, the Customer is obliged, at Van Laar Trumpets’ first request, to provide immediately adequate security in the form required by Van Laar Trumpets and, if necessary, to supplement this to ensure the fulfilment of all its obligations. Until the Customer has complied with this, Van Laar Trumpets is entitled to suspend the fulfilment of its obligations.
11.4If the Consumer fails to pay within the period specified above, and after Van Laar Trumpets has notified the Consumer of the late payment and granted the Consumer a period of fourteen (14) days to fulfil their payment obligation, Van Laar Trumpets shall be entitled to charge statutory interest on the outstanding amount from the date of the notice until the date of full payment, should payment not be made within this 14-dayperiod, statutory interest shall be payable on the outstanding amount until the date of full settlement. Van Laar Trumpets is entitled to charge the Consumer for any extrajudicial debt collection costs it has incurred. These collection costs are calculated in accordance with the Decree on Compensation for Extrajudicial Debt Collection Costs, with a minimum of €40.
11.5If a Customer, not being a Consumer, fails to pay within the period specified above, or has failed to pay within a further agreed period, they shall be in default by operation of law and Van Laar Trumpets shall, without further demand or notice of default, the right, from the due date, to charge the Customer, who is not a Consumer, statutory (commercial) interest until the date of full payment, without prejudice to any other rights to which Van Laar Trumpets is entitled. All reasonable judicial and extrajudicial (debt collection) costs incurred by Van Laar Trumpets as a result of the Customer’s, who is not a Consumer, failure to fulfil their payment obligations shall be borne by the Customer, who is not a Consumer. The extrajudicial costs are set at 15 per cent (fifteen per cent) of the amount due. Insofar as Van Laar Trumpets demonstrates that the extrajudicial costs incurred exceed 15 per cent (fifteen per cent) of the amount due, the extrajudicial costs incurred shall be borne in full by the Customer who is not a Consumer.
11.6Any payments made by the Customer shall always be applied first to settle all statutory interest and costs due, and subsequently to the longest-outstanding invoices due for payment, even if the Customer states that the payment relates to a later invoice.
11.7If Van Laar Trumpets has a claim against the Customer, Van Laar Trumpets is entitled to suspend all work and further services on behalf of the Customer and/or any other work for the Customer until full payment has been received from the Customer.
11.8The Customer is not permitted to make payments to Van Laar Trumpets, in whole or in part, in cash insofar as the total amount of the transaction in question, or of related transactions, exceeds €3,000 (in words: three thousand euros). Van Laar Trumpets is entitled to refuse cash payments that exceed this limit. If a cash payment is offered in breach of this provision, Van Laar Trumpets is under no obligation to accept such payment, and the Customer’s payment obligation remains in full force until payment has been made via a non-cash payment method accepted by Van Laar Trumpets. Van Laar Trumpets further reserves the right, regardless of the amount, to refuse a cash payment if, in its opinion, there are legal, compliance, integrity or security reasons for doing so.
Article 12Retention of title
12.1All goods and items sold and supplied by Van Laar Trumpets shall remain the property of Van Laar Trumpets, until such time as the Customer has fully discharged all its (payment) obligations towards Van Laar Trumpets arising from any Agreement concluded with Van Laar Trumpets for the supply of Products, including any claims arising from a failure to fulfil such an Agreement. Van Laar Trumpets is at all times entitled to reclaim its property, in particular if the Customer fails to pay (on time), or is or is likely to be unable or unwilling to pay. Van Laar Trumpets shall issue a credit note for repossessed Products at a value it reasonably assigns to them. Van Laar Trumpets shall under no circumstances be obliged to pay any compensation.
12.2The Customer is obliged to store the Products delivered subject to retention of title with due care and in such a way that they are recognisable as the property of Van Laar Trumpets.
12.3The Customer is obliged to notify Van Laar Trumpets without delay if the Products delivered subject to retention of title are seized or if third parties wish to establish or assert rights over these Products.
12.4All costs incurred and losses suffered by Van Laar Trumpets during the period in which ownership of the Products sold by Van Laar Trumpets has not yet been transferred shall be borne by the Customer.
Article 13Complaints
13.1The Customer, not being a Consumer, is obliged to inspect the Products (or have them inspected) immediately upon receipt, to the extent that this can reasonably be expected of them. If the Customer, who is not a Consumer, discovers a defect upon delivery or should have discovered that defect at that time, that defect must be reported to Van Laar Trumpets in Writing immediately, but no later than five days after receipt of the Products, with a precise description of the nature and grounds of the complaints.
13.2Complaints regarding defects in the Products must be notified to Van Laar Trumpets in writing by the Consumer within a reasonable time, but no later than two months, after the defect is discovered, specifying in detail the nature and grounds of the complaints.
13.3Upon discovery of a defect as referred to in paragraph 1 and/or paragraph 2 of this article, the Customer is obliged to cease any use of the Products, to take care of the Products as a diligent debtor would, and to take the necessary measures to minimise their loss as far as possible. In doing so, the Customer shall strictly follow Van Laar Trumpets’ instructions and cooperate fully with Van Laar Trumpets in investigating the identified defect and related circumstances, such as the handling and use of the Products. In the event of complaints regarding the quality of the goods supplied, these must be retained for inspection by Van Laar Trumpets and must not be sent to Van Laar Trumpets unless Van Laar Trumpets has given its written consent.
13.4Complaints must be accompanied by the date and number of the relevant Van Laar Trumpets invoice, as well as the item number and, where applicable, the serial number of the Products.
13.5If Van Laar Trumpets considers a complaint to be justified, Van Laar Trumpets is entitled either to provide compensation in cash, the amount of which is to be mutually agreed, or to proceed with a new delivery whilst maintaining the existing Agreement, in which case the incorrectly delivered goods must be returned to Van Laar Trumpets.
13.6If the Customer fails to submit complaints to Van Laar Trumpets within the time limits set out above, the Customer shall be deemed to have approved the goods delivered and may under no circumstances rely on the fact that the Products do not comply with the Agreement.
Article 14Warranty and conformity
14.1Van Laar Trumpets guarantees that the Products and work carried out comply with the Agreement, the specifications set out in the Quotation and the reasonable requirements of soundness and/or fitness for purpose.
14.2Any additional guarantee provided by Van Laar Trumpets, the manufacturer or the importer shall in no way affect the statutory rights and claims that the Consumer may assert against Van Laar Trumpets under the Agreement should Van Laar Trumpets fail to fulfil its obligations (statutory guarantee/conformity).
14.3If the Customer is a Consumer and a defect in the Product comes to light within one year of delivery of the Product, it is presumed by law that the Product was already defective at the time of delivery, unless the nature of the Product or the nature of the defect (such as incorrect use, poor maintenance or normal wear and tear) precludes this. Once this one-year period has expired, the burden of proof that the Product did not comply with the Contract at the time of delivery rests with the Consumer.
14.4If the Customer, who is not a Consumer, invokes any guarantees agreed in writing, or wishes to claim repair or modification work, that Customer must at all times prove that the defect or non-conformity is directly attributable to an attributable shortcoming or manufacturing fault on the part of Van Laar Trumpets and is not the result of normal wear and tear, intensive use, hand perspiration or external influences.
14.5The following defects or damage are in any event excluded from the warranty and conformity:
a. normal wear and tear of consumable parts (such as felt pads, corks and springs);
b. improper, careless or incorrect use, incorrect maintenance (including failure to clean or oil the valves and tubes in good time) or use other than the normal, intended use;
c. repairs, alterations or modifications carried out by the Customer themselves or by third parties without Van Laar Trumpets’ prior written consent.
Article 15Termination of the Agreement
15.1If an Agreement which, by its nature and content, does not end upon completion, has been entered into for an indefinite period, it may be terminated by either Party following consultation and by giving reasons, by means of written notice of termination. In the absence of an express notice period, a reasonable period must be observed when giving notice of termination.
15.2Van Laar Trumpets may, in addition to the other rights arising from the Agreement and the law, terminate the Agreement with the Customer in its entirety or in respect of the part not yet performed at any time, with immediate effect, without further notice of default, judicial intervention or liability for damages on the part of Van Laar Trumpets towards the Customer, if the Customer fails to fulfil one or more of its obligations under the Agreement or other agreements towards Van Laar Trumpets, if the Customer is declared bankrupt, if the Customer applies for a moratorium on payments or offers a payment arrangement to its creditors, if a debt restructuring order is made in respect of the Customer under the WSNP, if the Customer proceeds with the liquidation of its business or if the Customer’s assets are seized in respect of substantial debts, or if the Customer is unable to meet its due and payable debts or leaves its due and payable debts unpaid.
15.3Should any such event as referred to in the previous paragraph of this article occur, Van Laar Trumpets shall be entitled to repossess the Products delivered subject to retention of title, and Van Laar Trumpets shall also be entitled to demand payment of the amount owed to it in a single instalment, without prejudice to the other rights to which Van Laar Trumpets is entitled, such as the right to reimbursement of costs, damages and interest, including the costs of Van Laar Trumpets taking back the Products.
Article 16Liability
16.1Any liability on the part of Van Laar Trumpets, its employees and/or auxiliary persons or third parties engaged by Van Laar Trumpets is limited to the amount paid out under Van Laar Trumpets’ liability insurance, less the excess under such insurance.
16.2If and insofar as Van Laar Trumpets is liable in any way and if, for whatever reason, no payment is made under the aforementioned liability insurance, Van Laar Trumpets’ liability shall be limited to the invoice amount relating to the (defective) Product(s), whereby the starting point is the invoice value of that part relating to the defective Product(s), subject to a maximum of €5,000 (in words: five thousand euros).
16.3Van Laar Trumpets’ liability for indirect damage suffered or to be suffered by a Customer who is not a Consumer is entirely excluded. To the extent permitted by law and without prejudice to the provisions of paragraphs 1 and 2 of this article, Van Laar Trumpets’ liability towards a Consumer for indirect damage is also excluded. For the purposes of this article, ‘indirect damage’ means any damage that is not direct damage and therefore includes, but is not limited to, consequential damage, loss of profit, missed savings, reduced goodwill, loss of business, loss resulting from the failure to achieve marketing objectives, loss relating to the use, loss, corruption or destruction of data, loss of orders and/or reputational damage.
16.4The exclusion and limitation of liability, as referred to in the preceding paragraphs, shall not apply if and in so far as the damage results from wilful misconduct or gross negligence on the part of Van Laar Trumpets, its employees and/or any auxiliary persons engaged by Van Laar Trumpets.
16.5The provisions of this article shall apply only in so far as Van Laar Trumpets’ liability under the law or the Agreement, including the provisions of these General Terms and Conditions, is not already further limited than would follow from the mere application of this article.
16.6Without prejudice to the provisions of Article 6:89 of the Dutch Civil Code, the right to compensation shall in any event lapse twelve months after the event from which the damage arises, directly or indirectly, and for which Van Laar Trumpets is liable.
Article 17Force Majeure
17.1If Van Laar Trumpets fails to fulfil any obligation incumbent upon it due to force majeure, Van Laar Trumpets shall in no circumstances be liable to the Customer for any loss or damage, arising on whatever grounds, and shall be entitled, at its discretion and without judicial intervention, either to suspend the performance of the Agreement for a maximum of six months, or to terminate the Agreement in whole or in part, without being liable to pay any compensation.
17.2As far as Van Laar Trumpets is concerned, force majeure includes, amongst other things, all acts over which Van Laar Trumpets has no control and other events beyond Van Laar Trumpets’ control, even if these could have been foreseen at the time the Agreement was concluded, as a result of which the performance of the Agreement is temporarily or permanently prevented; this if not already covered below, includes failure on the part of Van Laar Trumpets’ suppliers, illness, (civil) war, threat of war, terrorism (including both attacks and the maximum security level for the threat of terrorism as determined by the government), riots, strikes, staff shortages, lockouts, transport problems, fire, weather conditions, epidemics, involuntary loss of possession, late delivery of materials and Products by Van Laar Trumpets’ supplier, restrictive government measures, sabotage (including but not limited to sabotage committed by parties other than employees of Van Laar Trumpets and/or third parties engaged by Van Laar Trumpets), and, in general, any unforeseen circumstance within the company or at Van Laar Trumpets’ premises, both at home and abroad. The foregoing also applies should the circumstances referred to above arise in relation to, or within the operations of, factories, importers or other traders from whom Van Laar Trumpets sources or habitually sources its Products.
Article 18Confidentiality and Protection of Personal Data
18.1The data provided by the Customer will be included in Van Laar Trumpets’ records. The data will be used to fulfil the Agreement, as well as for administrative purposes and to send the Customer information relating to Van Laar Trumpets’ Products, work and activities.
18.2The Parties shall treat as confidential any information provided by the other Party before, during or after the performance of the work, where such information is designated as confidential or where the recipient knows or ought reasonably to suspect that the information was intended to be confidential.
18.3The Customer and Van Laar Trumpets shall, within the framework of the Agreement, comply with all obligations incumbent upon them under data protection legislation.
18.4If, in the course of carrying out the work, Van Laar Trumpets becomes aware of the Client’s confidential information, the Client shall, when providing this information to Van Laar Trumpets, be solely responsible for omitting or rendering illegible, as far as possible, any personal data or other confidential information that Van Laar Trumpets will not require, and for transferring the confidential information to Van Laar Trumpets in a secure manner. This is without prejudice to Van Laar Trumpets’ obligation to treat any confidential information provided to it as confidential and to secure it appropriately.
18.5Van Laar Trumpets shall take appropriate technical and organisational measures to ensure a level of security commensurate with the risk. The appropriate measures shall be in line with the current state of the art.
Article 19Governing law and disputes
19.1All Agreements entered into by Van Laar Trumpets to which these General Terms and Conditions apply in whole or in part, as well as the parties involved in these Agreements, shall be governed exclusively by Dutch law. The United Nations Convention on Contracts for the International Sale of Goods (the ‘Vienna Sales Convention’) is expressly excluded.
19.2All disputes relating to, arising from or connected with quotations, sales, deliveries and work carried out by Van Laar Trumpets, and Agreements or further Agreements to which these General Terms and Conditions apply in whole or in part, shall be settled exclusively in the first instance by the District Court of Limburg, sitting in Maastricht. If the dispute is with a Consumer, that Consumer has the right, within one month of Van Laar Trumpets invoking this clause in writing, to opt for the dispute to be settled by the court having jurisdiction under the law.