Article 1 Definitions
Lao Coffee: Lao Coffee, established in Leiden and registered in the Trade Register under number 786141;
Buyer: the counterparty of Lao Coffee;
Agreement: the agreement between Lao Coffee and Buyer;
Article 2 General
2.1 The provisions of these conditions apply to every offer, quotation and agreement between Lao Coffee and the Buyer, insofar as the parties have not deviated from these conditions explicitly and in writing;
2.2 The applicability of the Buyer’s conditions is expressly excluded, unless the parties have agreed otherwise in writing;
2.3 If Lao Coffee concludes agreements with the Buyer more than once, the present terms and conditions will always apply to all subsequent agreements, regardless of whether or not they have been explicitly declared applicable;
2.4 If one or more provisions in these conditions are void or should be destroyed, the other provisions of these conditions remain applicable.
Article 3 Offers and agreements
3.1 All offers of Lao Coffee, in whatever form, are without obligation, unless the offer contains a term for acceptance;
3.2 Agreements to which Lao Coffee is a party are first considered to be concluded:
a) by written or electronic confirmation by Lao Coffee of an order;
b) by written or electronic order or order by the Buyer;
c) by the actual execution or delivery by Lao Coffee of an order;
3.3 In the case of verbal agreements, the invoice is deemed to represent the agreement correctly and completely, except for complaints within 14 days of the invoice date;
3.5 If a model, sample or image is shown or provided to the Buyer, these are only shown or provided as an indication. The goods ultimately delivered may deviate from this.
3.6 Agreements or agreements with subordinate staff of Lao Coffee are not binding on the latter, insofar as they have not been confirmed in writing by Lao Coffee. Subordinate personnel in this context are all employees and employees who do not have a power of attorney.
3.7 Lao Coffee is authorized to suspend the (further) performance of the agreement, or to dissolve the agreement, without prejudice to its authority to claim compensation. If:
• there is a liquidation, transfer of the Buyer’s company, (petition for) bankruptcy, admission of the Buyer to statutory debt rescheduling under the Natural Persons Debt Rescheduling Act, receivership, attachment or (provisional) suspension of payment of the Buyer.
• Buyer fails to fulfill one or more of its obligations towards Lao Coffee, or;
• Lao Coffee has good reason to fear that the Buyer is unable or will not be able to meet its obligations under the agreement, and in the reasonable opinion of Lao Coffee the Buyer does not provide sufficient security for the fulfillment of its obligations.
If one of the aforementioned situations occurs, all that Lao Coffee has to claim from the Buyer is immediately due and payable.
Article 4 Price
4.1 The prices in the aforementioned offers are in euros excluding VAT and other government levies, as well as excluding any transport and packaging costs, unless expressly stated otherwise;
4.2 All agreements are always concluded on the basis of the prices applicable at the time of conclusion. Price lists and advertising materials are subject to change and do not bind Lao Coffee.
4.3 If, after the agreement, the prices of wages, social security charges, sales tax and the like undergo increases, even if these occur due to circumstances already foreseen in the offer, these may be passed on.
Article 5 Delivery
5.1 Specified delivery times are only approximate and never concern a deadline.
5.2 The delivery obligation of Lao Coffee will be met by offering goods once. The receipt signed by the Buyer or the person representing it serves as full proof of delivery. In case of non-purchase, the storage and other costs will be borne by the Buyer.
5.3 If the Buyer is negligent in performing an action with which he must cooperate in the delivery of the goods, the goods are at the risk of the Buyer from the moment that they are ready for dispatch or delivery.
Article 6 Research, complaints and warranty
6.1 The buyer is obliged to inspect the goods thoroughly for defects immediately after delivery and to notify Lao Coffee in writing immediately if they are present. If the Buyer does not point out to Lao Coffee within eight days after the day of delivery the defects that could be noticed during a thorough investigation, then the Buyer is deemed to agree with the condition in which the purchased item was delivered and any right to complain lapses.
6.2 Lao Coffee must be enabled to check submitted complaints. The costs of a third party to be engaged in this regard are for the account of the Buyer.
6.3 If the complaint is found to be correct by Lao Coffee, Lao Coffee will be given the necessary time to take the measures it considers necessary, or to replace the rejected items with others. Lao Coffee is not obliged to pay any further damages or costs, whatever the name.
6.4 Complaints do not release the Buyer from his obligation to pay on time.
6.5 If there is a guarantee, then this guarantee will lapse if a defect has arisen as a result of or resulting from improper or improper use thereof or use after the expiry date, incorrect storage or maintenance thereof by the Buyer and / or by third parties. if, without written permission from Lao Coffee, the Buyer or third parties have made changes or attempted to make changes to the goods, other items have been attached that should not be attached to them or if they have been processed or processed in a manner other than the prescribed manner.
6.6 The buyer is also not entitled to warranty if the defect is caused by or is the result of circumstances over which Lao Coffee cannot influence.
Article 7 Payment and collection costs
7.1 Payment, unless expressly agreed otherwise, must be made either in cash on delivery or within 14 days of the invoice date in a manner to be indicated by Lao Coffee in the currency in which the invoice was made. Objections to the amount of the invoices do not suspend the payment obligation.
7.2 Lao Coffee is entitled to demand advance payment of a part or the full amount owed by the Buyer before it has to perform any action.
7.3 If the Buyer fails to pay within the period of 14 days, the Buyer will be in default by operation of law. The buyer then owes an interest of 1% per month or part thereof, unless the statutory interest or the statutory commercial interest (after 14 days) is higher, in which case the highest interest applies. The interest on the due and payable amount will be calculated from the moment that the Buyer is in default until the moment of payment of the full amount.
7.4 If the Buyer is in default or omission in the (timely) fulfillment of its obligations, then all reasonable costs incurred in obtaining satisfaction out of court will be borne by the Buyer. At the first request of Lao Coffee, the Buyer is obliged to provide replacement security.
7.5 If the Buyer is a consumer, the collection costs referred to in the previous paragraph will be charged in accordance with the “Extrajudicial Collection Costs Reimbursement Decree” as referred to in Section 6:96 (4) of the Dutch Civil Code with a minimum amount of € 40.00 and a maximum of € 6,775. .00. A buyer who is a consumer will only owe this fee after it has been unsuccessfully urged by Lao Coffee to pay within a period of 14 days, starting the day after a reminder, stating the consequences of the failure to pay, including the fee for collection costs.
7.6 If the Buyer is a legal person or a natural person who acts in the exercise of a profession or business, the collection costs referred to in paragraph 3 amount to 15% of the principal owed with a minimum of € 250.00.
7.7 Lao Coffee is entitled to demand full payment before delivery of the goods and upon delivery to Buyers who are consumers, payment of 50% of the purchase price.
Article 8 Retention of title
8.1 As long as Lao Coffee has not received full payment under an agreement of the parties with regard to the purchase / sale, the delivered goods remain the property of Lao Coffee.
8.2 Lao Coffee has the right to reclaim and take possession of these goods if the Buyer does not fulfil his obligations, if he liquidates, applies for or has obtained suspension of payment, is declared bankrupt or is seized.
8.3 All acts of disposal with regard to the goods sold and delivered, including the binding of those goods for the benefit of third parties, for example banking institutions by means of pledging or transfer of ownership as security or otherwise, are prohibited to the Buyer as long as he is not payment obligations.
8.4 The ownership of presentation materials made available by Lao Coffee remains with Lao Coffee at all times, unless expressly agreed otherwise.
Article 9 Liability
9.1 Lao Coffee is not liable for any direct and / or indirect (consequential) damage with regard to an attributable shortcoming in the fulfillment of its obligations, non-conformity, or an unlawful act towards the Buyer, unless the Buyer demonstrates that the damage was caused by intent or gross negligence by executives of Lao Coffee. Under no circumstances is Lao Coffee liable for any damage caused by third parties engaged by it for the execution of the Agreement.
9.2 If any exclusion of liability does not appear to apply, the liability of Lao Coffee is limited to an amount of no more than 5 times the last amount invoiced or, if no invoice has yet been sent, the amount to be invoiced. Lao Coffee will at all times be entitled to repair damage or have it repaired.
9.3 Liability as referred to in Article 9.2 will never exceed EUR 10,000 or any amount paid by its insurer.
Article 10 Force majeure
10.1 Extraordinary circumstances, such as storm damage and other natural disasters, obstruction by third parties, obstruction in transport in general, strikes in whole or in part, riot, war or danger of war both here and in the country of origin of the materials, exclusions, loss or damage to goods during transport to Lao Coffee or the Buyer, non-delivery or late delivery of goods by suppliers of Lao Coffee, export and import bans, total or partial mobilization, obstructive measures from any government, fire, malfunctions and accidents in the company or in the means of transportation of Lao Coffee or in the means of transportation of third parties, the imposition of levies or other government measures, which entail a change in the actual circumstances, result in force majeure for Lao Coffee, which relieves him of his obligation to delivery without the Buyer having any right to compensation of any kind or how called k could assert.
10.2 In these or such cases, Lao Coffee is entitled, at its own discretion, to cancel or suspend or change the purchase agreement, until the extraordinary circumstances have ceased to exist.
Article 11 Disputes and applicable law
11.1 All Agreements and / or actions performed by Lao Coffee are exclusively governed by Dutch law. Applicability of the Vienna Sales Convention is expressly excluded.
11.2 All disputes arising from or otherwise related to any agreement and / or these general terms and conditions between parties will be adjudicated exclusively by the competent court in Deventer (Netherlands), unless Lao Coffee prefers another competent court.
II. BUY REMOTELY
Article 12 Applicability
12.1 These conditions, in addition to the provisions included in Chapter I “general”, only apply if there is a distance purchase as referred to in Civil Code 7 Title 1 Section 9A (namely: consumer purchase). In the event of a conflict with the provisions of Chapter I, the provisions of Chapter II shall prevail.
12.2 Before the conditions included in this chapter are concluded, the text of these general conditions will be made available to the Buyer. If this is not reasonably possible, before the distance purchase is concluded, it will be indicated that the general terms and conditions can be viewed at Lao Coffee and they will be sent free of charge at the request of the Buyer.
12.3 If the distance purchase is concluded electronically, in derogation from the previous paragraph and before the distance purchase is concluded, the text of these general terms and conditions can be made available to the Buyer electronically in such a way that the Buyer provides can be easily stored on a durable medium. If this is not reasonably possible, before the distance purchase is concluded, it will be indicated where the general terms and conditions can be consulted electronically and that they will be sent free of charge electronically or otherwise at the request of the Buyer.
Article 13 The offer
13.1 If an offer has a limited period of validity or is made subject to conditions, this will be explicitly stated in the offer.
13.2 The offer contains a complete and accurate description of the goods offered. The description is sufficiently detailed to allow a proper assessment of the offer by the Buyer. If Lao Coffee uses images, they are a true representation of the goods offered. Obvious mistakes or errors in the offer do not bind Lao Coffee.
Article 14 The agreement
14.1 The agreement is concluded, subject to the provisions of paragraph 4, when the Buyer accepts the offer and meets the corresponding conditions.
14.2 If the Buyer has accepted the offer electronically, Lao Coffee will immediately electronically confirm receipt of the acceptance of the offer. As long as the receipt of this acceptance has not been confirmed by Lao Coffee, the Buyer can terminate the agreement.
14.3 If the agreement is concluded electronically, Lao Coffee will take appropriate technical and organizational measures to protect the electronic transfer of data and ensure a safe web environment. If the Buyer can pay electronically, Lao Coffee will take appropriate security measures.
14.4 Lao Coffee can – within legal frameworks – inform whether the Buyer can meet his payment obligations, as well as all those facts and factors that are important for a responsible conclusion of the distance contract. If, on the basis of this investigation, Lao Coffee has good reasons not to enter into the agreement, it is entitled to refuse an order or request, stating reasons, or to attach special conditions to the execution.
Article 15 Right of withdrawal
15.1 When purchasing goods, the Buyer has the option to dissolve the agreement without giving any reason during 14 days. This cooling-off period commences on the day after the product has been received by the Buyer or a representative previously designated by the Buyer and announced to Lao Coffee. During the reflection period, the Buyer will handle the goods and packaging with care. He will only unpack or use the goods to the extent necessary to assess whether he wishes to keep the goods. If he makes use of his right of withdrawal, he will return the goods with all accessories and – if reasonably possible – in the original condition and packaging to Lao Coffee, in accordance with the reasonable and clear instructions provided by Lao Coffee.
Article 16 Costs in case of withdrawal
16.1 If the Buyer makes use of his right of withdrawal, at most the costs of return will be for his account.
16.2 If the Buyer has paid an amount, Lao Coffee will refund this amount as soon as possible, but no later than 14 days after the return or cancellation.
Article 17 Exclusion of right of withdrawal
17.1 The aforementioned right of withdrawal does not apply to goods:
• produced by Lao Coffee in accordance with Buyer’s specifications;
• that are clearly personal in nature;
• which cannot be returned due to their nature;
• that can spoil or age quickly;
• whose price is subject to fluctuations in the financial market, over which Lao Coffee has no influence;
• which can be classified as food, drink or other items for regular household use.
Article 18 Delivery and implementation
18.1 Lao Coffee will take the greatest possible care when receiving and executing orders for goods.
18.2 The place of delivery is the address that the Buyer has made known to Lao Coffee.
18.3 Lao Coffee will execute the accepted orders expeditiously, but at the latest within 30 days, unless a longer delivery period has been agreed. If delivery is delayed, or if an order cannot or only partially be executed, the Buyer will be notified of this no later than 30 days after he has placed the order. In that case, the buyer has the right to dissolve the agreement at no cost.
18.4 In case of dissolution in accordance with the previous paragraph, Lao Coffee will refund the amount that the Buyer has paid as soon as possible, but no later than 30 days after dissolution.
18.5 If delivery of an ordered product proves to be impossible, Lao Coffee will endeavour to provide a replacement item. At the latest upon delivery, it will be stated in a clear and comprehensible manner that a replacement item is being delivered. For replacement items right of withdrawal can not be excluded. The costs of a possible return shipment are for the account of Lao Coffee.
18.6 The risk of damage and / or loss of products rests with Lao Coffee until delivery to the Buyer or a pre-designated representative known to Lao Coffee, unless agreed otherwise.