General terms and conditions

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GENERAL TERMS AND CONDITIONS – LIGHTSHINE B.V. (CleanCarts / CleanShopping)

Definitions

  1. Lightshine B.V. established in Monster under chamber of commerce no. 55290140, acts as a legal entity for trading companies: CleanCarts and Cleanshopping, Hereinafter referred to as LighstShine B.V. (CleanCarts / CleanShopping)
  2. Customer: the person with whom LighstShine B.V. (CleanCarts / CleanShopping) has entered into an agreement.
  3. Parties: LighstShine B.V. (CleanCarts / CleanShopping) and customer together.
  4. Customer: a customer who is also an individual acting on behalf of a company.

Applicability of General Terms and Conditions

  1. These terms and conditions apply to all quotes, offers, work, orders, agreements and deliveries of services or products by or on behalf of LighstShine B.V. (CleanCarts / CleanShopping)
  2. The parties may only deviate from these terms and conditions if they have expressly agreed to do so in writing.
  3. Parties explicitly exclude the applicability of additional and/or deviating general terms and conditions of the customer or third parties.

Offers and quotations

  1. Offers and quotations of LighstShine B.V. (CleanCarts / CleanShopping) are without obligation, unless expressly stated otherwise therein.
  2. An offer or quotation is valid for a maximum of 1 month, unless a different acceptance period is stated in the offer or quotation.
  3. If the customer does not accept an offer or quotation within the applicable period, then the offer or quotation expires.
  4. Offers and quotations do not apply to repeat orders unless the parties have expressly agreed to this in writing.

Acceptance

  1. When accepting an offer or quotation without engagement, LighstShine B.V. (CleanCarts / CleanShopping) reserves the right to withdraw the offer or quotation within 3 days after receipt of the acceptance, without the customer being able to derive any rights from this.
  2. Verbal acceptance by the customer only binds LighstShine B.V. (CleanCarts / CleanShopping) after the customer has confirmed it in writing (or electronically).

Prices and Tariffs

  1. All prices charged by LighstShine B.V. (CleanCarts / CleanShopping) are in euros, are exclusive of VAT and exclusive of any other costs such as administration costs, levies and travel, shipping or transport costs, unless expressly stated otherwise or agreed otherwise.
  2. All prices LighstShine B.V. (CleanCarts / CleanShopping) applies to its products or services, on its website or otherwise made known, LighstShine B.V. (CleanCarts / CleanShopping) may change at any time.
  3. Increases in the cost prices of products or parts thereof, which LighstShine B.V. (CleanCarts / CleanShopping) could not foresee at the time of making the offer or entering into the agreement, may give rise to price increases.
  4. The Customer is entitled to terminate an agreement as a result of a price increase as referred to in paragraph 3, unless the increase is the result of a statutory regulation.
  5. The price relating to a service is determined by LighstShine B.V. (CleanCarts / CleanShopping) on the basis of the actual hours spent / number of pieces.
  6. The price shall be calculated according to the usual (hourly) rates of LighstShine B.V. (CleanCarts / CleanShopping), valid for the period in which he performs the work, unless a different rate has been agreed.
  7. If the parties have agreed on a total amount for a service provided by LighstShine B.V. (CleanCarts / CleanShopping), this is always a guide price, unless the parties have expressly agreed in writing on a fixed price from which no deviation can be made.
  8. LighstShine B.V. (CleanCarts / CleanShopping) is entitled to deviate up to 10% from the target price.
  9. If the target price is going to be more than 10% higher, LighstShine B.V. (CleanCarts / CleanShopping) must inform the customer in a timely manner why a higher price is justified.
  10. If the target price is going to be more than 10% higher, the customer has the right to cancel the part of the order that exceeds the target price plus 10%.
  11. LighstShine B.V. (CleanCarts / CleanShopping) has the right to adjust the prices in accordance with reasonableness and fairness, considering price index, factory and supplier prices and other cost price factors.
  12. LighstShine B.V. (CleanCarts / CleanShopping) has transparent rates and can be requested by the customer at any time by means of a quotation.
  13. The customer has the right to terminate the agreement with LighstShine B.V. (CleanCarts / CleanShopping) if he does not agree with the price increase. Customer must make this known in advance.

Payments and payment terms

  1. LighstShine B.V. (CleanCarts / CleanShopping) may require a down payment of up to 50% of the agreed amount when entering into the agreement.
  2. The customer must make payments in arrears within 14 days of delivery of the product.
  3. Payment deadlines are regarded as deadlines for payment. This means that if the customer has not paid the agreed amount at the latest on the last day of the payment period, he is legally in default, without LighstShine B.V. (CleanCarts / CleanShopping) having to send the customer a reminder or declare him in default.
  4. LighstShine B.V. (CleanCarts / CleanShopping) reserves the right to make a delivery subject to immediate payment or to require a security for the total amount of the services or products.

Consequences of not paying in time

  1. If the customer fails to pay within the agreed period, LighstShine B.V. (CleanCarts / CleanShopping) shall be entitled to charge interest of 1% per month from the date the customer is in default, whereby part of a month shall be counted as a whole month.
  2. If the customer is in default, he shall also owe extrajudicial collection costs and any damages to LighstShine B.V. (CleanCarts / CleanShopping).
  3. The collection costs are calculated according to the Decree on compensation for extrajudicial collection costs.
  4. If the customer fails to pay on time, LighstShine B.V. (CleanCarts / CleanShopping) may suspend its obligations until the customer has fulfilled his payment obligation.
  5. In the event of liquidation, bankruptcy, attachment or suspension of payment on the part of the customer, the claims of LighstShine B.V. (CleanCarts / CleanShopping) against the customer shall be immediately due and payable.
  6. If the customer refuses to cooperate in the execution of the agreement by LighstShine B.V. (CleanCarts / CleanShopping), he shall still be obliged to pay the agreed price to LighstShine B.V. (CleanCarts / CleanShopping).

Right of advertising

  1. As soon as the customer is in default, LighstShine B.V. (CleanCarts / CleanShopping) is entitled to invoke the right of complaint with respect to the unpaid products delivered to the customer.
  2. LighstShine B.V. (CleanCarts / CleanShopping) invokes the right of complaint by means of a written or electronic communication.
  3. As soon as the customer is informed of the invoked right of complaint, the customer shall immediately return the products to which this right relates to LighstShine B.V. (CleanCarts / CleanShopping), unless the parties agree otherwise.
  4. The cost of retrieving or bringing back the products shall be borne by the customer.

Right to suspend

Unless the customer is an individual consumer, the customer waives the right to suspend the performance of any obligation arising from this agreement.

Right of retention

  1. LighstShine B.V. (CleanCarts / CleanShopping) may invoke its right of retention and, in that case, retain products of the customer until the customer has paid all outstanding bills owed to LighstShine B.V. (CleanCarts / CleanShopping), unless the customer has provided adequate security for those costs.
  2. The lien also applies on the basis of previous agreements from which the customer still owes payments to LighstShine B.V. (CleanCarts / CleanShopping).
  3. LighstShine B.V. (CleanCarts / CleanShopping) shall never be liable for any damage that the customer may suffer as a result of exercising his right of retention.

Settlement

Unless the customer is a Customer, the customer waives its right to set off any debt owed to LighstShine B.V. (CleanCarts / CleanShopping) against any claim against LighstShine B.V. (CleanCarts / CleanShopping).

Retention of title

  1. LighstShine B.V. (CleanCarts / CleanShopping) remains the owner of all products delivered until the customer has fully satisfied all his payment obligations to LighstShine B.V. (CleanCarts / CleanShopping) under whatever agreement entered into with LighstShine B.V. (CleanCarts / CleanShopping), including claims for failure to perform.
  2. Until such time, LighstShine B.V. (CleanCarts / CleanShopping) may invoke its retention of title and repossess the goods.
  3. Before ownership has passed to the customer, the customer may not pledge, sell, alienate or otherwise encumber the products.
  4. If LighstShine B.V. (CleanCarts / CleanShopping) invokes its retention of title, the agreement shall be deemed terminated and LighstShine B.V. (CleanCarts / CleanShopping) shall be entitled to claim damages, lost profits and interest.

Delivery

  1. Delivery takes place while supplies last.
  2. Delivery takes place at LighstShine B.V. (CleanCarts / CleanShopping), unless the parties have agreed otherwise.
  3. Delivery of products ordered online takes place at the address specified by the customer.
  4. If the agreed amounts are not paid or not paid on time, LighstShine B.V. (CleanCarts / CleanShopping) has the right to suspend its obligations until the agreed part is still paid.
  5. Late payment constitutes creditor default, with the consequence that the customer cannot hold a late delivery against LighstShine B.V. (CleanCarts / CleanShopping).

Delivery time

  1. The delivery times given by LighstShine B.V. (CleanCarts / CleanShopping) are indicative and if exceeded do not entitle the customer to rescission or compensation, unless the parties have expressly agreed otherwise in writing.
  2. The delivery period commences after the offer signed for approval by the customer to LighstShine B.V. (CleanCarts / CleanShopping) has been confirmed in writing or electronically by LighstShine B.V. (CleanCarts / CleanShopping) to the customer.
  3. Exceeding the stated delivery time does not give the customer a right to compensation or the right to terminate the agreement, unless LighstShine B.V. (CleanCarts / CleanShopping) cannot deliver within 14 days after a written reminder or 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 a timely manner.

Transport costs

Transport costs shall be borne by the customer unless the parties have agreed otherwise.

Packaging and shipping

  1. If the packaging of a delivered product has been opened or damaged, the customer must, before taking delivery of the product, have the carrier or delivery person make a note of this, failing which LighstShine B.V. (CleanCarts / CleanShopping) cannot be held liable for any damage.
  2. If the customer takes care of transporting a product himself, he must report any visible damage to products or packaging to LighstShine B.V. (CleanCarts / CleanShopping) prior to transport, failing which LighstShine B.V. (CleanCarts / CleanShopping) cannot be held liable for any damage.

Insurance

  1. The customer agrees to adequately insure the following items and keep them insured against, among other things, fire, explosion and water damage as well as theft:
    • delivered goods that are necessary for the execution of the underlying agreement
    • goods of LighstShine B.V. (CleanCarts / CleanShopping) present at the customer’s premises.
    • goods delivered under retention of title
  2. At the first request of LighstShine B.V. (CleanCarts / CleanShopping), the customer shall provide the policy of these insurances for inspection.

Retention

  1. If the customer takes delivery of ordered products later than the agreed delivery date, the risk of any loss of quality is entirely for the customer.
  2. Any additional costs resulting from premature or delayed acceptance of products shall be borne entirely by the customer.

Assembly/Installation

Although LighstShine B.V. (CleanCarts / CleanShopping) makes every effort to perform all assembly and/or installation work to the best of its ability, it bears no responsibility for this except in the case of intent or gross negligence.

Warranty

  1. If the parties have entered into an agreement with a service character, it contains for LighstShine B.V. (CleanCarts / CleanShopping) only effort obligations, no result obligations.
  2. The warranty with respect to products applies only to defects caused by faulty manufacture, construction or material.
  3. The warranty does not apply in the case of normal wear and tear and damage caused by accidents, modifications made to the product, negligence or incompetent use by the customer, as well as when the cause of the defect cannot be clearly determined.
  4. The risk of loss, damage or theft of the products that are the subject of a contract between the parties is transferred to the customer at the time they are legally and/or actually delivered, or at least come into the control of the customer or of a third party who takes delivery of the product on behalf of the customer.

Execution of the agreement

  1. LighstShine B.V. (CleanCarts / CleanShopping) shall execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
  2. LighstShine B.V. (CleanCarts / CleanShopping) has the right to have the agreed services (partially) performed by third parties.
  3. The execution of the agreement will take place in mutual consultation and after written agreement and payment of any agreed advance by the customer.
  4. It is the customer’s responsibility to ensure that LighstShine B.V. (CleanCarts / CleanShopping) can begin the execution of the agreement in a timely manner.
  5. If the customer has not ensured that LighstShine B.V. (CleanCarts / CleanShopping) can begin the performance of the agreement in a timely manner, the resulting additional costs and/or additional hours shall be borne by the customer.

Provision of information by the customer

  1. The customer shall make available to LighstShine B.V. (CleanCarts / CleanShopping) all information, data and documents relevant for the correct execution of the agreement in a timely manner and in the desired form and manner.
  2. The customer guarantees the accuracy, completeness and reliability of the information, data and documents made available, even if they originate from third parties, insofar as the nature of the agreement does not dictate otherwise.
  3. If and to the extent requested by the customer, LighstShine B.V. (CleanCarts / CleanShopping) shall return the documents in question.
  4. If the customer fails to make available the information, data or documents reasonably required by LighstShine B.V. (CleanCarts / CleanShopping), or fails to do so on time or properly, and the performance of the agreement is delayed as a result, the resulting extra costs and extra hours shall be borne by the customer.

Duration of the agreement

  1. The agreement between LighstShine B.V. (CleanCarts / CleanShopping) and the customer is entered into for the duration of 12 Months, unless something else follows from the nature of the agreement or the parties have expressly agreed otherwise in writing.
  2. If an agreement is entered into for a definite period, then after the expiry of the term it is tacitly converted into an agreement for an indefinite period of time, unless 1 of the parties terminates the agreement with due observance of a notice period of months, or c.q. a Customer terminates the agreement with due observance of a notice period of 1 month then the agreement ends by operation of law.
  3. If within the term of the agreement the parties have agreed on a deadline for the completion of certain work, this is never a fatal deadline. If this period is exceeded, the customer must give LighstShine B.V. (CleanCarts / CleanShopping) written notice of default.

Intellectual Property

  1. LighstShine B.V. (CleanCarts / CleanShopping) retains all intellectual property rights (including copyright, patent rights, trademark rights, drawing and model rights, etc.) to all machines, designs, drawings, writings, carriers with data or other information, quotations, images, sketches, models, models, etc., unless the parties have agreed otherwise in writing.
  2. The customer may not, without the prior written consent of LighstShine B.V. (CleanCarts / CleanShopping), copy the said intellectual property rights (or have them copied), show them to third parties and/or make them available or use them in any other way.

Penalty clause

  1. If the other party violates the article of these General Terms and Conditions on confidentiality or intellectual property, he forfeits for each violation in favor of trade name an immediately payable fine.
  • If the other party is a Customer, this fine amounts to € 1.000
  • if the other party is a legal entity, this penalty is € 5.000
  1. In addition, the other party forfeits an amount of 5% of the amount mentioned in paragraph 1 for each day that such violation continues.
  2. The forfeiture of this penalty does not require prior notice of default or court proceedings. It also does not require any form of damages.
  3. Forfeiture of the penalty referred to in the first paragraph of this article shall not affect the other rights of LighstShine B.V. (CleanCarts / CleanShopping) including its right to claim damages in addition to the penalty.

Indemnification

The customer indemnifies LighstShine B.V. (CleanCarts / CleanShopping) against all third party claims related to the products and/or services provided by LighstShine B.V. (CleanCarts / CleanShopping).

Complaints

  1. The customer shall examine a product delivered or service provided by LighstShine B.V. (CleanCarts / CleanShopping) for any shortcomings as soon as possible.
  2. If a product delivered or service rendered does not meet what the customer could reasonably expect from the agreement, the customer must notify LighstShine B.V. (CleanCarts / CleanShopping) as soon as possible, but in any event within 8 days of discovering the shortcomings.
  3. Customers must notify LighstShine B.V. (CleanCarts / CleanShopping) no later than 8 days after discovering the deficiencies.
  4. In doing so, the customer shall provide as detailed a description of the shortcoming as possible, so that LighstShine B.V. (CleanCarts / CleanShopping) is able to respond adequately.
  5. The customer must demonstrate that the complaint relates to an agreement between the parties.
  6. If a complaint relates to work in progress, this cannot in any case result in LighstShine B.V. (CleanCarts / CleanShopping) being held to perform work other than that agreed upon.
  7. If the customer is dissatisfied with the services provided by LighstShine B.V. (CleanCarts / CleanShopping), the customer shall notify LighstShine B.V. (CleanCarts / CleanShopping) as soon as possible and the parties shall try to reach an informal solution.
  8. If the path followed in paragraph 1 does not lead to a sufficient solution, the customer can file a complaint with Council of Arbitration.

Notice of default

  1. The customer shall give notice of default in writing to LighstShine B.V. (CleanCarts / CleanShopping).
  2. It is the responsibility of the customer that a notice of default actually reaches LighstShine B.V. (CleanCarts / CleanShopping) (on time).

Joint and several liability of the customer

If LighstShine B.V. (CleanCarts / CleanShopping) enters into an agreement with several customers, each of them shall be jointly and severally liable for the full amounts they owe LighstShine B.V. (CleanCarts / CleanShopping) under that agreement.

Liability of LighstShine B.V. (CleanCarts / CleanShopping)

  1. LighstShine B.V. (CleanCarts / CleanShopping) shall only be liable for any damage suffered by the customer if and insofar as such damage was caused by intent or deliberate recklessness.
  2. If LighstShine B.V. (CleanCarts / CleanShopping) is liable for any damages, it shall only be liable for direct damages arising out of or in connection with the performance of an agreement.
  3. LighstShine B.V. (CleanCarts / CleanShopping) shall never be liable for indirect damages, such as consequential damages, lost profits, missed savings or damages to third parties.
  4. If LighstShine B.V. (CleanCarts / CleanShopping) is liable, this liability shall be limited to the amount paid out by a (professional) liability insurance taken out and in the absence of (full) payment by an insurance company of the amount of the damage, the liability shall be limited to the (part of the) invoice amount to which the liability relates.
  5. All images, photographs, colors, drawings, descriptions on the website or in a catalog are only indicative and are only approximate and cannot be a reason for compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.

Due date

Any right of the customer to compensation from LighstShine B.V. (CleanCarts / CleanShopping) expires in any case 2 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions of Article 6:89 of the Civil Code.

Right of termination

  1. The customer has the right to terminate the agreement when LighstShine B.V. (CleanCarts / CleanShopping) imputably fails to fulfill its obligations, unless this failure, given its special nature or minor importance, does not justify termination.
  2. If the fulfillment of the obligations by LighstShine B.V. (CleanCarts / CleanShopping) is not permanently or temporarily impossible, then dissolution can only take place after LighstShine B.V. (CleanCarts / CleanShopping) is in default.
  3. LighstShine B.V. (CleanCarts / CleanShopping) is entitled to dissolve the agreement with the customer if the customer fails to fulfill his obligations under the agreement in full or in a timely manner, or if LighstShine B.V. (CleanCarts / CleanShopping) has become aware of circumstances that give him good reason to fear that the customer will not be able to properly fulfill his obligations.

Force Majeure

  1. In addition to the provisions of Article 6:75 of the Dutch Civil Code, a failure of LighstShine B.V. (CleanCarts / CleanShopping) in the fulfillment of any obligation towards the customer cannot be attributed to LighstShine B.V. (CleanCarts / CleanShopping) in any of the will of LighstShine B.V. (CleanCarts / CleanShopping). V. (CleanCarts / CleanShopping) independent situation, as a result of which the fulfillment of its obligations to the customer is wholly or partially prevented or as a result of which the fulfillment of its obligations cannot reasonably be required of LighstShine B.V. (CleanCarts / CleanShopping).
  2. The force majeure situation mentioned in paragraph 1 also includes – but is not limited to – the following: state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); defaults and force majeure of suppliers, deliverers or other third parties; unexpected power, electricity, internet, computer and telecom failures; computer viruses, strikes, government measures, unforeseen transportation problems, adverse weather conditions and work stoppages.
  3. If a force majeure situation arises that prevents LighstShine B.V. (CleanCarts / CleanShopping) from fulfilling 1 or more obligations to the customer, those obligations will be suspended until LighstShine B.V. (CleanCarts / CleanShopping) can fulfil them again.
  4. From the moment a force majeure situation has lasted for at least 30 calendar days, either party may dissolve the agreement in writing in whole or in part.
  5. In a force majeure situation, LighstShine B.V. (CleanCarts / CleanShopping) shall not owe any (compensation), even if it enjoys any advantage as a result of the force majeure situation.

Modification of the agreement

If, after the conclusion of the agreement for its execution, it appears necessary to modify or supplement its content, the parties shall promptly and in mutual consultation modify the agreement accordingly.

Amendment general terms and conditions

  1. LighstShine B.V. (CleanCarts / CleanShopping) is entitled to amend or supplement these General Terms and Conditions.
  2. Changes of minor importance may be made at any time.
  3. Major content changes will be discussed by LighstShine B.V. (CleanCarts / CleanShopping) as much as possible in advance with the customer.
  4. Customers are entitled to terminate the agreement in the event of a substantial change to the General Terms and Conditions.

Transfer of rights

  1. Customer’s rights from an agreement between parties cannot be transferred to third parties without the prior written consent of LighstShine B.V. (CleanCarts / CleanShopping).
  2. This provision applies as a clause with property law effect as referred to in article 3:83, second paragraph, Civil Code.

Consequences of nullity or voidability

  1. If one or more provisions of these general conditions prove to be void or voidable, this shall not affect the other provisions of these conditions.
  2. A provision that is void or voidable shall in that case be replaced by a provision that comes closest to what LighstShine B.V. (CleanCarts / CleanShopping) had in mind when drafting the terms and conditions on that point.

Applicable law and competent court

  1. Each agreement between the parties is exclusively governed by Dutch law.
  2. The Dutch court in the district where LighstShine B.V. (CleanCarts / CleanShopping) is established / practices / has its office is exclusively competent to take cognizance of any disputes between parties, unless otherwise required by mandatory law.

Drafted August 17, 2020.