General Terms and Conditions of Sale and Delivery of Puckababy BV

Contact details
PUCKABABY BV – Dr. Rauppstraat 10 – 5571 CG Bergeijk – the Netherlands - T: +31(0)653588024 – info@puckababy.com – www.puckababy.com 

Chamber of Commerce no. 28100784 – Dutch VAT no. 815919670B01 – Bank Account no. 130659339 – BIC RABONL2U – IBAN NL92RABO0130659339

These general terms and conditions have been filed with the Chamber of Commerce of Brabant in Eindhoven.

Article 1. Applicability
1.1 These General Terms and Conditions apply to all offers and agreements, of any nature whatsoever, between the Dutch private company with limited liability Puckababy BV, hereinafter to be referred to as Puckababy BV, and the buyer and to any commitments arising therefrom. Stipulations varying from these terms and conditions may only be agreed upon with Puckababy BV in writing.

1.2 In these conditions, ‘buyer’ is understood to mean the client, or anyone who enters into or wishes to enter into an agreement with Puckababy BV, or to whom Puckababy BV makes an offer or for whom it carries out a delivery or delivers a performance, as well as its legal successors.

1.3 In these conditions, ‘consumer’ is understood to mean the buyer, being a natural person who does not act in the course of a profession or a business.

1.4 If Puckababy BV does not always require strict compliance with these conditions, this does not entail that these conditions do not apply, or that Puckababy BV loses the right to require strict compliance with these conditions in future, whether or not similar, cases.

1.5 If any provision of these General Terms and Conditions should be invalid or not applicable for whatever reason, the other provisions of these conditions will remain in full force.

1.6 Purchase conditions and other conditions that the buyer declares applicable will not be binding on Puckababy BV, unless Puckababy BV has accepted these conditions in writing. Such acceptance may not be concluded from the circumstance that Puckababy BV does not contest a notice from the buyer that it does not accept the conditions of Puckababy BV and declares its own conditions applicable.

Article 2. Offers
2.1 All offers, estimates and quotations made by Puckababy BV, in any form whatsoever, are subject to contract and based on the data, designs, drawings, fabrics provided by the buyer and any data derived therefrom.

2.2 An offer will only be binding if Puckababy BV makes this offer in writing stating a period for acceptance of the offer.

2.3 Any price lists, brochures, printed matter, etc., are subject to change and will not be considered an offer.

2.4 Puckababy BV reserves the right to refuse orders without stating reasons.

Article 3. Agreement
3.1 An agreement will be concluded after Puckababy BV has confirmed an order (fully completed order form) via e-mail or in writing by post or after Puckababy BV has started to carry out the order. The order confirmation will be deemed to represent the agreement fully and correctly, unless the buyer objects thereto in writing within five (5) working days.

3.2 Additions and changes to an agreement will only be binding on Puckababy BV to the extent that they have been confirmed in writing by Puckababy BV.

3.3 Puckababy BV is authorised, if it deems such necessary or desirable, to engage third parties for the proper performance of an order given to it. The costs thereof will be charged on to the buyer in accordance with the quotations provided.

3.4 Before the agreement can be concluded, the buyer must be familiar with these General Terms and Conditions should it wish to rely on these Conditions. These General Terms and Conditions are accessible via different pages on the website and may also be requested in writing free of charge from Puckababy BV.

Article 4. Approval Period
4.1 For the buyer, only in the capacity of consumer, the offer will also entail an approval period of seven (7) working days, taking effect the day after receipt by or on behalf of the consumer.

4.2 During the approval period, the consumer has a right of withdrawal, whereby he has the option without any obligation on his part, other than reimbursement of the direct costs of return, to return the goods received or to inform that the offered services will not be made use of. In cases where services are (also) offered, the right of withdrawal will be understood to mean a reflection period to which the provisions of these conditions relating to the approval period will apply in full.

4.3 Reliance upon the approval period is explicitly excluded for goods already used or washed by the consumer or if the buyer or third parties have carried out repairs on the goods.

4.4 Goods may only be returned with Puckababy BV’s prior written consent.

4.5 Any amounts already paid by the consumer must be repaid by Puckababy within 30 days in accordance with the Dutch Distance Selling Act [Wet Koop op Afstand].

Article 5. Changes and Additional Work
5.1 In there is additional work, this will automatically influence the agreed price and the agreed time of delivery. This is at the buyer’s expense/risk. If a change to the agreed services and/or deliveries results in less work and in a reduction of the agreed price, Puckababy BV will reserve the right to charge the buyer the costs already incurred by Puckababy BV, including loss of profit.

5.2 To the extent possible, Puckababy BV will inform the buyer in writing of any additional work as soon as possible, in any case before its performance. The buyer is deemed to agree to the performance of the additional work referred to, and any related costs and if necessary the adjusted delivery period, unless the buyer objects in writing before the start of the performance of additional work, but in any event five (5) days after the above notice given by Puckababy BV.

Article 6. Prices
6.1 Unless explicitly stated otherwise, all prices and rates are in euros and include VAT, but exclude shipping costs.

6.2 Price increases during the stated term of an offer are only permitted if they are the result of changes to the VAT rates. Price increases after conclusion of the agreement are permitted if they are the result of a statutory regulation. If this is not the case, the consumer is authorised to terminate the agreement as of the day that the price increase takes effect.

6.3 In case of temporary sales promotions, it applies that Puckababy BV is only obliged to deliver [goods] at the price stated in the sales promotion if Puckababy BV is able to actually deliver the goods within the period during which the sales promotion applies, and always while stocks last. If the article is sold out during the sales promotion or if it cannot be delivered within the period of the sales promotion, no claim to the special sales price may be made.

Article 7. Complaints regarding Transport Problems
7.1 Complaints regarding transport problems only concern complaints about damage to the packaging of goods sent or the lack of goods included in the accompanying invoice.

7.2 The buyer is obliged to inspect every shipment immediately upon delivery for defects such as damage and/or incompleteness. In case of damage to goods or missing goods, this must always be reported immediately to Puckababy BV. The complaint must be accompanied by a statement of the delivery number or invoice number under which the shipment was sent.

7.3 If and to the extent that Puckababy BV considers the complaint well-founded, Puckababy BV will, at its own discretion and within a reasonable period either remedy the defect or replace the defective goods, without the buyer also being able to claim compensation of any nature whatsoever.

Article 8. Complaints regarding Faulty Deliveries
8.1 Complaints regarding faulty deliveries only concern complaints that can be discovered after delivery of the goods: damaged goods, the lack of goods in the packaging that were ordered and included in the packing slip, or the shipment of the wrong goods or too many goods.

8.2 The buyer is obliged to check every shipment immediately upon delivery for defects and must report a defect/non-conformity in writing as soon as possible, but at least within due time after discovery thereof. The complaint must be accompanied by a statement of the delivery number or invoice number under which the shipment was sent.

8.3 If and to the extent that Puckababy BV considers the complaint well-founded, Puckababy BV will, at its own discretion and within a reasonable period either remedy the defect or replace the defective goods, without the buyer also being able to claim compensation of any nature whatsoever.

Article 9. Payment
9.1 Unless agreed otherwise in writing, payment must be made before delivery of the goods and within 14 days of the formation of the agreement. Puckababy BV will proceed with delivering the goods once the agreed amount has been paid into the bank account designated by Puckababy BV.

9.2 The buyer does not in any way terminate the concluded agreement by failing to fulfil its payment obligations. Please refer to Article 3 for the conditions regarding the conclusion of the agreement.

9.3 Unless explicitly agreed otherwise in writing, payment will be made without setoff or suspension for whatever reason.

9.4 All payments made by the buyer will first serve to settle interest owed and/or collection or other costs and then to pay the oldest outstanding invoices.

9.5 If the buyer does not pay the amounts owed within the agreed period, the buyer will be in default by operation of law, and Puckababy BV will have the right, without prejudice to the other rights to which it is entitled, at its discretion to charge the buyer interest of twelve percent (12%) on the entire amount due on an annual basis. This interest will be charged from the due date of the invoice concerned until the date on which payment is made in full. In addition, all extrajudicial and judicial collection costs to be incurred will be payable by the buyer. The amount of the extrajudicial collection costs due to Puckababy BV will be calculated according to the collection rate of the Netherlands Bar Association.

Article 10. Retention of Title
10.1 All goods delivered to the buyer will remain the property of Puckababy BV until the time of full payment of all amounts, including any interest and costs, that the buyer owes for the goods delivered or to be delivered or the services performed or to be performed pursuant to the agreement, as well as in respect of claims for the failure to fulfil the stated agreement.

10.2 The buyer is obliged to handle the goods with due care and does not have the right, unless Puckababy BV has given its written permission, to encumber and/or borrow and/or create an undisclosed or other pledge on the delivered goods as long as the buyer has not fully met its obligations in respect of Puckababy BV.

10.3 In the event that Puckababy BV terminates the order fully or partially, it is entitled to take back the unpaid part of the delivered goods. Termination and/or taking back will not affect Puckababy BV's right to compensation.

10.4 The right to the trademark ([the] name 'Puckababy BV') and the right to the design of Puckababy BV are owned by the company Puckababy BV. The use of the brand ‘Puckababy BV’ for commercial or private purposes without explicit permission is not allowed. The design of the baby sleeping bag Puckababy BV may in no event be reproduced without the explicit permission of the company Puckababy BV.

Article 11. Delivery Date
11.1 All delivery or other periods stated by Puckababy BV will be approximate and are determined on the basis of the data and circumstances that were known to Puckababy BV at the time that the agreement was entered into. Specified delivery periods may never be regarded as strict deadlines. If a change to the data and/or circumstances, regardless of whether this was foreseeable, results in a delay, the delivery date will be delayed accordingly, without prejudice to the provisions on force majeure stated below. In the event of overdue delivery, Puckababy BV must be given written notice of default, allowing it a reasonable period for delivery.

11.2 Any exceeding by Puckababy BV of the stated delivery periods, for whatever reason, will never give the buyer a right to compensation or a right not to fulfil any obligation vested in it pursuant to the agreement concerned or a related agreement.

11.3 If due to [certain] circumstances (in particular being out of stock of ordered goods) Puckababy BV is not able to deliver the ordered goods, Puckababy BV reserves the right to cancel orders (accepted or not) without stating any reasons. This will never give the buyer any right to compensation or setoff.

11.4 If due to [certain] circumstances Puckababy BV is not able to carry out the order, the consumer will be informed about this within 30 days of placing the order at the latest. A new delivery period will [then] be agreed upon. The consumer is also entitled to cancel the order and [if this is the case] Puckababy must refund the paid amount within 30 days.

11.5 Orders may only be cancelled after written confirmation by Puckababy BV.

Article 12. Delivery
12.1 Unless agreed otherwise in writing, delivery will take place ex warehouse Puckababy BV. From the time of delivery all risks of loss, perish, damage, etc., will pass to the buyer, regardless of their cause.
12.2 Delivery to the consumer will take place at the time that the goods have been put into the possession of the consumer. The risk from the time that the goods are ready for shipment until actual delivery is borne by Puckababy. From the time of delivery, the risk is for the buyer.

12.3 If it has been agreed that the services and/or deliveries will take place in phases, Puckababy BV may postpone the services and/or deliveries of the next phases until the buyer has approved the completion of the previous phase in writing and has met all of its financial or other obligations with respect to the partial delivery. In case of partial deliveries, Puckababy BV is entitled to invoice these deliveries separately.

12.4 If the goods are available to the buyer after expiry of the delivery time, but the buyer does not take possession of the goods, these goods will be stored for it at its expense and risk.

Article 13. Transport
13.1 Puckababy BV determines the manner of transport, shipment, packaging, etc. Shipment/transport of goods always takes place at the buyer's expense. From the time of delivery all risks of loss, perish, damage, etc., will pass to the buyer, regardless of their cause.

13.2 The costs of transport are as published on the website of Puckababy BV, unless agreed otherwise.

Article 14. Force Majeure
14.1 If Puckababy BV is prevented from carrying out the agreement further or in full due to force majeure of a temporary or permanent nature, Puckababy BV will be entitled to terminate the agreement in full or in part by means of a notice to that effect, without being obliged at all to pay compensation and without any judicial intervention being required, without prejudice to the right of Puckababy BV to payment by the buyer for performances already delivered by Puckababy BV before there was any situation of force majeure, or to suspend the further or full performance of the agreement. In the event of suspension, Puckababy BV will still be entitled to terminate the agreement in full or in part.

14.2 Force majeure includes all circumstances that temporarily or permanently prevent Puckababy BV from meeting its obligations, such as strike, transport problems, fire, government measures, including in any case import and export prohibitions, quota restrictions and operational breakdowns at its company or at the company of its suppliers, as well as failures by its suppliers, which prevent Puckababy BV from reasonably fulfilling its obligations further or in full towards the buyer.

Article 15. Guarantee
15.1 The guarantee only means that Puckababy BV will remedy defects to the best of its ability or will replace the goods, such at the option and at the discretion of Puckababy BV. Defects must be reported to Puckababy BV in writing in order to be dealt with. Remedy of lost data is not included under the guarantee.

15.2 The guarantee does not apply if the defects are fully or partially the result of incorrect, careless or incompetent use, use for other than normal purposes, external causes, such as incorrect washing and/or tumble drying, or if the goods have been altered by parties other than Puckababy BV.

15.3 Unless agreed otherwise, a guarantee period of two months applies to goods produced by Puckababy BV, taking effect at the time of delivery.

15.4 Fulfilment by Puckababy BV of its guarantee obligations will apply as sole and full compensation. Puckababy BV is not obliged to fulfil any other obligations, nor is the buyer entitled to claim termination of the agreement.

15.5 Repairs made outside the scope of the applicable guarantee will be charged by Puckababy BV.

15.6 In case of repairs to defective goods under the guarantee, the buyer is obliged to return the goods at its own expense to an address to be stated by Puckababy BV.

15.7 If the buyer is entitled to guarantee within the scope of the guarantee but refuses repair, this will be at the buyer’s expense and risk and this will not prevent the buyer from meeting its payment obligations towards Puckababy BV. If the goods concerned are held by Puckababy BV, or, under the responsibility of Puckababy BV, are held by third parties, the goods will be stored at the buyer’s expense and risk. The buyer is obliged to pay Puckababy BV all necessary costs of storage to be incurred by Puckababy BV.

Article 16. Liability
16.1 Puckababy BV will never be obliged to compensate any direct or indirect loss suffered, arising from or caused by defects to goods delivered or services provided or by the failure of the goods and/or services delivered or to be delivered to function at all, in a timely fashion or correctly, except in case of wilful misconduct or gross negligence on the part of Puckababy BV.

16.2 Puckababy BV is not liable for the damage or injury, of whatever nature or whatever cause, caused to the buyer or third parties by its employees and/or the third parties that it engaged, except in case of attributable wilful misconduct or gross negligence on the part of Puckababy BV. In no event will liability extend beyond the cover of the insurance taken out by Puckababy BV.

16.3 Puckababy BV will not be liable for damage or injury of whatever nature that has arisen or was caused by incorrect, careless or incompetent use, or by use for other than normal purposes of the goods delivered by Puckababy BV.

16.4 The buyer indemnifies Puckababy BV and its employees against claims from third parties for compensation of material and immaterial damage caused directly or indirectly by the goods delivered by Puckababy BV or the use thereof, unless the damage is the result of wilful misconduct/gross negligence on the part of the staff of Puckababy BV and/or third parties engaged by it.

16.5 The liability of Puckababy BV pursuant to the agreement concluded with the buyer is limited under all circumstances to the invoice amount of the agreement excluding VAT.

16.6 All information stated on the website of Puckababy BV has been drawn up with the greatest possible care. Puckababy BV therefore does not accept any liability for damage and/or loss, of whatever nature, that is the result of information stated on the website of Puckababy BV.

Article 17. Termination
17.1 The buyer is deemed to be in default by operation of law and the full or outstanding debt will be payable on demand if: a. the buyer does not fulfil an obligation under the agreement, with regard to payment in particular, or fails to do so at all or in a timely fashion; b. Puckababy BV has good reason to fear that the buyer will fail to fulfil the agreement and the buyer does not meet a written demand, stating that reason, to declare within a reasonable period stated in that demand that it is willing to fulfil its obligations; c. the buyer files a winding-up petition, is put into liquidation, assigns its assets, applies for a moratorium, or if the whole or part of its assets are attached and such attachment is not lifted within ten (10) days; d. the buyer ceases or transfers or decides to cease or transfer its business activities or a substantial part thereof, including the contribution of its business to a company to be set up or an existing company, or changes or decides to change its business objectives or dissolves or decides to dissolve its business; e. the buyer dies, if the buyer is a natural person.

17.2 In the events stated in paragraph 1, Puckababy BV is authorised, without any obligation to pay compensation and without prejudice to its rights, such as rights in respect of costs or interest already due and the right to compensation, and without notice of default or judicial intervention being required: a. to declare the agreement terminated in full or in part by means of a written notice to the buyer to that effect and/or b. to claim immediate payment in full of any amount owed by the buyer to Puckababy BV and/or c. to invoke retention of title as established in accordance with Article 10.

17.3 In the event that the agreement is terminated in any way, the provisions with regard to confidentiality, termination, applicable law and disputes will remain in full force.

Article 18. Confidentiality
18.1 The parties are obliged to maintain full confidentiality towards third parties with regard to confidential information provided to and received from each other. Personal details provided by the buyer will be protected by Puckababy BV as described in the privacy statement.

Article 19. Applicable Law and Disputes
19.1 All agreements concluded between the parties and all legal relationships arising therefrom are exclusively governed by Dutch law. Applicability of the Vienna Sales Convention is explicitly excluded.

19.2 All disputes arising from or connected to the agreement to which these conditions apply or arising from or connected to the conditions themselves and their interpretation or execution will be submitted to the competent court, at the discretion of Puckababy BV, unless agreed otherwise.

19.3 Puckababy BV is entitled to change these general terms and conditions of sale, delivery and payment from time to time.