General terms and conditions B2B

General Terms and Conditions Little Botanic label

Article 1 About

Welcome to the Little Botanic label. I've drawn up these terms and conditions so you know exactly who you're placing an order with and what your rights and obligations are, both yours and mine.

Little Botanic is a sole proprietorship located (not a visiting address) at Crescendoweg 7, 5245 AA Rosmalen. Appointments are welcome.

Our website address is: www.littlebotaniclabel.nl

You can reach the Little Botanic label in the following ways:

  • E-mail : patty@littlebotaniclabel.nl
  • Facebook : https://www.facebook.com/littlebotaniclabel
  • Instagram : https://www.instagram.com/LittleBotaniclabel
  • Via the contact form on the website.

Chamber of Commerce number: 84511710

VAT number: NL003972557B96

Article 2 Definitions

Several terms are used frequently in these terms and conditions. I'll briefly explain these terms below.

By "I," "me," and "my ," I mean Little Botanic label , as described in Article 1 of these terms and conditions, and also includes any third parties I have appointed and/or hired. I am the user and owner of these terms and conditions.

By "you," "your," and "yours," I mean my customer. You are a business customer. You are the legal entity or natural person acting in a professional or commercial capacity. By " you," "your," and "yours," I also mean a representative designated by you who will receive the order on your behalf and/or collect it from a pickup location. You are a reseller of Little Botanic label products.

The user (me) and the customer (you) together, I call parties .

By a day I mean a calendar day , unless I specifically speak of a working day.

Written means for me by email or by contact form .

An offer from the Little Botanic label includes all offers and quotations in the broadest sense of the word.

All agreements made between the parties or contracts concluded between the parties are referred to as the ‘agreement’ , to which these general terms and conditions apply.

Article 3 Applicability

These general terms and conditions apply, among other things:

  • on the full range of Little Botanic label;
  • on all agreements that I enter into with you and;
  • on the invoices.

These terms and conditions also apply to additional work or follow-up orders. Before the agreement is concluded, I will provide you with these terms and conditions so you can familiarize yourself with their contents in a timely manner.

Deviations from these terms and conditions are only permitted if the parties expressly agree to this in writing. If the parties agree to this, the deviation applies only to the agreement for which it was agreed. You cannot therefore rely on this deviation for other (future) agreements with Little Botanic label.

I may unilaterally amend or supplement these terms and conditions. Without an agreement in place, you cannot derive any rights from a previous version of the terms and conditions.

Your (general) terms and conditions do not apply to agreements you conclude with me.

These general terms and conditions also apply if third parties (or their services) are used to execute the agreement.

If one or more provisions of these terms and conditions are partially or completely invalid or annulled at any time, the remaining provisions will remain fully applicable. The parties will consult with each other to agree on new provisions to replace the invalid or annulled provisions. The purpose and intent of the original provisions will be respected as much as possible.

If I do not always insist on strict compliance with these general terms and conditions, this will never result in the provisions thereof no longer being applicable or in me losing in any way the right to demand strict compliance with the provisions of these general terms and conditions in other cases.

Article 4 Our offer

In my online store, you'll find the Little Botanic label selection. The selection always includes all the necessary (detailed) information, so you know exactly what you're choosing and what you're paying for.

I compile this offer with the utmost care. However, this doesn't mean that all information is always complete and/or accurate. If there's an obvious error or mistake in the offer, I'm not bound by it.

Product images are always indicative. I cannot guarantee that the product shown is exactly the same as the product delivered. While I do my utmost to prevent this, the products shown may differ from the delivered products, including in shade, color, or pattern. A deviation in shade, color, or pattern does not constitute a defect in the performance of the agreement.

The offer is non-binding, unless I explicitly state otherwise. If any (additional) conditions are attached to the offer, I will always explicitly state these in and with the offer. Without an actual agreement, you cannot derive any rights from any offer.

Article 5 Establishment of the agreement and amendment of the agreement

An agreement is concluded:

  • as soon as you accept the offer, whereby you accept the payment obligation and;
  • you agree to these terms and conditions and;
  • if applicable, after you have met any additional conditions set.

All agreements are entered into under the condition(s) precedent of (sufficient) availability of the desired products.

Amendments to an agreement are only valid if they are in writing and duly signed by both parties. Oral notices, promises, or agreements are not legally binding unless confirmed in writing by both parties within five (5) business days.

Article 6 Execution of the agreement, order confirmation and delivery

I will perform the agreement in accordance with good workmanship. I may use (the services of) third parties in the performance of the agreement.

I perform this agreement solely for your benefit. Third parties cannot derive any rights from (the content of) the work performed/products delivered by me, under any name or title whatsoever.

If you've placed an order, I'll send you a digital confirmation of receipt as soon as possible. Even if I'm unable to process your order, or only partially, I'll inform you of this in writing as soon as possible.

I do my utmost to deliver your order as quickly as possible. However, the delivery and processing times are always indicative and never final deadlines. If I fail to meet a specific deadline, this does not constitute a breach of contract. Therefore, you are not entitled to any form of compensation.

All orders are handled and processed with the utmost care. Upon delivery, the address you provided will be the delivery address. It is your responsibility to provide me with the correct information.

If a product is unexpectedly unavailable, I may contact you to offer an alternative. You are, of course, under no obligation to accept this alternative.

The risk of damage and/or loss of products remains with me until the products have been delivered to the address you provided in advance and/or the products have been collected from a collection point by you or a representative designated by you. You and/or the third party to whom you have the order shipped must inspect the order immediately. If there appears to be a defect in the order, please notify me in writing as soon as possible.

I have an obligation to make every effort and to deliver. Therefore, I cannot guarantee that the products will meet your expectations or those of your customers. After all, expectations are personal, and tastes vary. Therefore, you are not entitled to any compensation (damages) if the service/products do not meet your expectations or those of your customers.

I use a third party to deliver our goods. Naturally, I want all your orders to be delivered to you as quickly as possible. However, third parties can experience peak demand, for example, around the holidays. This may mean you'll have to wait a little longer for your order. Therefore, I always advise you to order in a timely manner to avoid disappointment for you and your customers.

Article 7 Warranty

I guarantee that all our products meet:

  • to the agreement;
  • to the specifications I have mentioned;
  • to the reasonable requirements of soundness and/or usability and;
  • to the statutory provisions and/or regulations applicable and valid at the time the agreement is concluded.

If applicable, the warranty period matches the warranty period of my suppliers. Therefore, you cannot be held responsible for the ultimate suitability of products for each individual application.

You cannot hold me responsible for any advice regarding the use of products or their application.

The warranty will expire if:

  • you have changed and/or edited the products or had this done by third parties;
  • You have exposed the products to abnormal conditions;
  • You have not or have not correctly followed my instructions and/or regulations and/or those of the manufacturer/supplier.

Article 8 Prices and payment

Unless expressly stated otherwise, all prices are:

  • exclusive of VAT;
  • excluding any shipping/delivery costs;
  • exclusive of any other government levies;
  • excluding any costs that I may have to incur (additionally) when carrying out the assignment.

I reserve the right to adjust the (unit) prices of products at any time. Without an agreement, you cannot derive any rights from a previous promotion and/or a specific pricing structure.

You will only receive invoices digitally.

I reserve the right to request a deposit or full payment of the invoice. Once the deposit has been credited to your account, your order will be processed and shipped.

If I agree with you that invoicing will take place (partly) after delivery, I will always apply a payment term of 14 days.

If you fail to pay within the payment deadline, you are immediately in default. You will then owe me statutory interest on the outstanding amount until you pay it. I will also charge you for any extrajudicial collection costs I incur.

These collection costs amount to a maximum of:

  • 15% on outstanding amounts up to € 2,500.00
  • 10% on the subsequent €2,500.00
  • 5% on the next €5,000.00
  • Each time with a minimum of € 40.00

As long as you have not properly fulfilled all obligations under the agreement, including (full) payment of the invoice, I retain full ownership (retention of title) of all goods delivered and yet to be delivered. Any damage and/or loss of these goods are entirely at your risk and expense.

As long as ownership of the products has not been transferred to you, you are not permitted to pledge these products to third parties or encumber them for the benefit of others. You grant me your unconditional and irrevocable consent to enter all places where my property is located in cases where I wish to exercise my ownership rights. I also have the right to take all my property with me in such cases.

I also have the right to reclaim products if you liquidate, apply for a moratorium, are declared bankrupt, or if the goods are seized.

Article 9 Intellectual property rights

Intellectual property law is a collective term for the rights associated with a work. It protects the creator of the work from being used, copied, or exploited by others without the creator's permission.

All intellectual property rights arising from the agreement belong to me and/or my licensors. This also applies to unimplemented concepts and/or proposals. All intellectual and industrial property rights relating to, but not limited to, the website, the products, and all expressions belong to me and/or my licensors.

For any infringement of my intellectual property rights, I am entitled to an immediately payable fine of €10,000 (in words: Ten thousand euros), without losing the right to compensation for any other damages suffered, including direct and indirect damages as well as actual judicial and extrajudicial costs.

Article 10 Suspension and termination of the agreement

I have the right to suspend or terminate the agreement with immediate effect if:

  • you do not, do not fully or do not timely fulfil your obligations under the agreement or;
  • due to a delay on your part I can no longer be expected to fulfil the agreement under the original terms or;
  • circumstances arise which are of such a nature that fulfilment of the agreement is impossible.

If I do so, I am under no obligation to compensate you for any damage or costs arising from this.

Article 11 Liability and indemnity

I am only liable if and to the extent stated in these general terms and conditions and this article.

I am only liable for an attributable failure to perform the agreement if you give me proper written notice of default without delay, grant me a reasonable period to remedy the attributable failure, and I remain in breach after that reasonable period has expired.

In any case, I am never liable for:

  • your errors and/or shortcomings in the information, data or material that you have provided or prescribed to me;
  • misunderstandings, errors or shortcomings with regard to the performance of the agreement, if these are caused by your actions and/or omissions;
  • errors or shortcomings of third parties engaged by or on behalf of you;
  • errors or shortcomings of third parties engaged by or on behalf of me;
  • errors or deficiencies due to changes to the product by you and/or third parties engaged by you;
  • certain (business) results and/or expectations that you are not satisfied with (obligation of effort).

I am only liable for direct damages. I am not liable for other forms of damages, including but not limited to consequential damages, business interruption, damages due to delays, and/or lost profits.

Should I be liable, my liability is limited to an amount equal to the invoice value excluding VAT for the relevant agreement. If the agreement is for an indefinite period, liability is limited to an amount equal to the average invoice value excluding VAT over a period of three (3) months prior to the event causing the damage.

I cannot be held liable for damage for which you are insured.

Without prejudice to the provisions of Article 6:89 of the Dutch Civil Code, the right to claim damages shall lapse six (6) months after the damaging event was discovered or should reasonably have been discovered and in any event twelve (12) months after the damaging event occurred.

You indemnify me against all claims from and by third parties, including the (reasonable) costs of legal assistance, arising in any way from the agreement between the parties, except in the case of intent or gross negligence on my part.

Any failure to perform the agreement cannot be attributed to me if it is not my fault, nor am I responsible for it under the law, the agreement or generally accepted views (force majeure).

Article 12 Force Majeure

In these terms and conditions, force majeure is defined, in addition to its definition in law and case law, as all external causes, whether foreseeable or unforeseeable, beyond the parties' control, which prevent them from fulfilling their obligations (in a timely manner). This includes, but is not limited to: fire, accident, illness, strike, riot, war, government measures, prolonged power outages, transport disruptions, and the threat of terrorism.

In the event of force majeure on my side, I reserve the right to temporarily suspend the performance of the agreement. If the force majeure on my side lasts longer than thirty (30) days, the parties have the right to terminate the agreement. I will inform you of this in writing in a timely manner.

In the event of force majeure, I am not obligated to pay you any (additional) compensation. I do, however, retain the right to charge for products already delivered.

Article 13 Complaints

If you have a complaint, I'm sorry to hear that. The Little Botanic label has a complaints procedure for such situations.

It is your responsibility to notify me in writing of any complaint within seven (7) days of discovering a defect in a product or an incorrectly delivered product. Please describe your complaint fully and clearly.

You will receive feedback from me within fourteen (14) days after I receive your complaint.

You give me at least four (4) weeks to resolve a complaint by mutual agreement with you. If after this period of four (4) weeks the complaint has not been resolved, a dispute arises.

Filing a complaint does not waive the rights and obligations of the parties.

If I consider your complaint valid, I will replace the product free of charge or refund you. Whether I replace or refund the product is entirely my choice.

Article 14 Confidentiality

If, before or during the performance of the agreement, the parties become aware of certain information from the other party that they (reasonably could) know is confidential, they shall not disclose this information to third parties in any way. An exception to this applies when a legal provision or court ruling requires disclosure.

This obligation continues to exist even after termination/expiry of the agreement.

The obligation of confidentiality also applies to employees of both parties as well as third parties appointed and/or hired by the parties to the agreement.

Article 15 Privacy Policy

I value your privacy and handle your data with care. You can read how I do this in the privacy statement on the website.

Article 16 Disputes

Agreements between you and me, to which these terms and conditions apply, are governed exclusively by Dutch law. In the event of a dispute, the parties will make every effort to reach an amicable resolution. If this is not possible, the dispute will be submitted to the competent court in the district where Little Botanic label is established, unless the law provides otherwise.