Terms and Conditions

Article 1: Definitions
1. Earthle / JL Enterprises, owner of www.Earthle.nl, located in Amersfoort, Chamber of Commerce number 76478378, is referred to as the seller in these general terms and conditions.
2. The counterparty of the seller is referred to as the buyer in these general terms and conditions.
3. Parties are the seller and buyer together.
4. The agreement refers to the purchase agreement between the parties.

Article 2: Applicability of general terms and conditions
1. These terms and conditions apply to all offers, quotations, agreements, and deliveries of services or goods by or on behalf of the seller.
2. Deviations from these terms can only occur if expressly and in writing agreed upon by the parties.

Article 3: Payment
1. The full purchase price is always paid immediately in the store. In some cases, a deposit is expected for reservations. In that case, the buyer receives proof of the reservation and the advance payment.
2. If the buyer does not pay on time, he is in default. If the buyer remains in default, the seller is entitled to suspend the obligations until the buyer has fulfilled his payment obligation.
3. If the buyer remains in default, the seller will proceed to collection. The costs related to that collection are borne by the buyer. These collection costs are calculated based on the Decree on compensation for extrajudicial collection costs.
4. In the event of liquidation, bankruptcy, seizure, or suspension of payment of the buyer, the seller's claims against the buyer are immediately due and payable.
5. If the buyer refuses to cooperate in the execution of the order by the seller, he is still obliged to pay the agreed price to the seller.

Article 4: Offers, quotations, and price
1. Offers are non-binding unless a term for acceptance is stated in the offer. If the offer is not accepted within that period, the offer expires.
2. Delivery times in quotations are indicative and do not entitle the buyer to dissolution or compensation if exceeded, unless expressly and in writing agreed otherwise by the parties.
3. Offers and quotations do not automatically apply to repeat orders. Parties must expressly and in writing agree on this.
4. The price stated on offers, quotations, and invoices consists of the purchase price including the owed VAT and any other government levies.

Article 5: Right of withdrawal
1. The consumer has the right to dissolve the agreement without giving reasons within 30 days after receiving the order (right of withdrawal). The period starts from the moment the (entire) order is received by the consumer.
2. There is no right of withdrawal when the products are custom-made according to specifications or are perishable.
3. The consumer can use a withdrawal form from the seller. The seller is obliged to make this available to the buyer immediately upon request.
4. During the reflection period, the consumer will handle the product and packaging carefully. He will only unpack or use the product to the extent necessary to assess whether he wishes to keep the product. If he exercises his right of withdrawal, he will return the unused and undamaged product with all supplied accessories and - if reasonably possible - in the original shipping packaging to the seller, in accordance with the reasonable and clear instructions provided by the entrepreneur.

Article 6: Modification of the agreement
1. If during the execution of the agreement it appears that it is necessary to modify or supplement the work to be done for proper execution of the assignment, the parties will timely and in mutual consultation adjust the agreement accordingly.
2. If the parties agree that the agreement is modified or supplemented, the time of completion of the execution may be influenced. The seller will inform the buyer of this as soon as possible.
3. If the modification or supplement to the agreement has financial and/or qualitative consequences, the seller will inform the buyer of this in writing in advance.
4. If the parties have agreed on a fixed price, the seller will indicate to what extent the modification or supplement of the agreement will result in an exceeding of this price.
5. In deviation from the provisions of the third paragraph of this article, the seller cannot charge additional costs if the modification or supplement is due to circumstances attributable to him.

Article 7: Delivery and transfer of risk
1. Once the purchased item has been received by the buyer, the risk transfers from the seller to the buyer.

Article 8: Inspection, complaints
1. The buyer is obliged to inspect the delivered goods at the time of delivery, or at least within the shortest possible term. The buyer should examine whether the quality and quantity of the delivered goods correspond with what the parties have agreed upon, or at least meet the requirements that apply to them in normal (commercial) transactions.
2. Complaints regarding damages, shortages, or loss of delivered goods must be submitted in writing to the seller within 10 working days after the delivery date of the goods.
3. If the complaint is justified within the stipulated period, the seller has the right to either repair, redeliver, or refrain from delivery and send the buyer a credit note for that part of the purchase price.
4. Minor and/or customary deviations in the industry and differences in quality, quantity, size, or finish cannot be held against the seller.
5. Complaints regarding a specific product do not affect other products or parts belonging to the same agreement.
6. No complaints are accepted after the goods have been processed by the buyer.

Article 9: Samples and models
1. If a sample or model has been shown or provided to the buyer, it is presumed to have been provided only as an indication without the delivered item having to correspond to it. This is different if the parties have expressly agreed that the delivered item will correspond with it.
2. In agreements concerning real estate, mention of the surface area or other dimensions and indications is also presumed to be intended only as an indication, without the delivered item having to correspond to it.

Article 10: Delivery
1. Delivery takes place 'ex works/store/warehouse'. This means that all costs are for the buyer.
2. The buyer is obliged to take delivery of the goods at the moment the seller delivers them to him or has them delivered, or at the moment when these goods are made available to him according to the agreement.
3. If the buyer refuses to take delivery or is negligent in providing information or instructions necessary for delivery, the seller is entitled to store the item at the buyer's expense and risk.
4. If the goods are delivered, the seller is entitled to charge any delivery costs.
5. If the seller needs information from the buyer for the execution of the agreement, the delivery time begins after the buyer has provided this information to the seller.
6. A delivery period specified by the seller is indicative. This is never a strict deadline. If the period is exceeded, the buyer must notify the seller in writing of the default.
7. The seller is entitled to deliver the goods in parts, unless the parties have agreed otherwise in writing or partial delivery has no independent value. The seller is entitled to invoice these parts separately when delivering in parts.

Article 11: Force majeure
1. If the seller cannot, not timely, or not properly fulfill his obligations under the agreement due to force majeure, he is not liable for damages suffered by the buyer.
2. Force majeure is understood by the parties to mean any circumstance that the seller could not take into account at the time of entering into the agreement and as a result of which the normal execution of the agreement cannot reasonably be demanded by the buyer, such as illness, war or threat of war, civil war and riot, disturbance, sabotage, terrorism, power outage, flooding, earthquake, fire, company occupation, strikes, worker exclusion, changed government measures, transport difficulties, and other disruptions in the seller's business.
3. Furthermore, the parties understand force majeure to mean the circumstance that suppliers on whom the seller depends for the execution of the agreement do not fulfill their contractual obligations towards the seller, unless this can be attributed to the seller.
4. If a situation as referred to above occurs as a result of which the seller cannot fulfill his obligations towards the buyer, those obligations will be suspended as long as the seller cannot fulfill his obligations. If the situation referred to in the previous sentence has lasted for 30 calendar days, the parties have the right to dissolve the agreement in writing in whole or in part.
5. If the force majeure lasts longer than three months, the buyer has the right to dissolve the agreement with immediate effect. Dissolution can only occur via a registered letter.

Article 12: Transfer of rights
1. Rights of a party under this agreement cannot be transferred without the prior written consent of the other party. This provision applies as a clause with real effect as referred to in Article 3:83, second paragraph, of the Dutch Civil Code.

Article 13: Retention of title and right of retention
1. The items present at the seller and delivered items and parts remain the property of the seller until the buyer has paid the entire agreed price. Until then, the seller can invoke his retention of title and take back the items.
2. If the agreed advance payments are not made or not made on time, the seller has the right to suspend the work until the agreed part is still paid. There is then a creditor's default. A delayed delivery cannot be held against the seller in that case.
3. The seller is not authorized to pledge or encumber in any other way the items subject to his retention of title.
4. The seller undertakes to insure and keep insured the items delivered to the buyer under retention of title against fire, explosion, and water damage as well as against theft and to provide the policy for inspection upon first request.
5. If items have not yet been delivered, but the agreed advance payment or price has not been paid in accordance with the agreement, the seller has the right of retention. The item will not be delivered until the buyer has paid in full and in accordance with the agreement.
6. In the event of liquidation, insolvency, or suspension of payment of the buyer, the buyer's obligations are immediately due and payable.

Article 14: Liability
1. Any liability for damage arising from or related to the execution of an agreement is always limited to the amount paid out in the relevant case by the closed liability insurance(s). This amount is increased by the amount of the deductible according to the relevant policy.
2. The liability of the seller for damage resulting from intent or deliberate recklessness of the seller or his managerial subordinates is not excluded.

Article 15: Obligation to complain
1. The buyer is obliged to report complaints about the performed work directly to the seller. The complaint contains as detailed a description as possible of the shortcoming, so that the seller is able to respond adequately.
2. If a complaint is justified, the seller is obliged to repair and possibly replace the goods.

Article 16: Guarantees
1. If guarantees are included in the agreement, the following applies. The seller guarantees that the sold item complies with the agreement, that it will function without defects, and that it is suitable for the use the buyer intends to make of it. This guarantee is valid for a period of two calendar years after receipt of the sold item by the buyer.
2. The intended guarantee is intended to establish such a distribution of risks between the seller and buyer that the consequences of a breach of a guarantee are always fully borne by the seller and that the seller can never invoke Article 6:75 of the Dutch Civil Code regarding a breach of a guarantee. The provision in the previous sentence also applies if the breach was known to the buyer or could have been known by conducting an investigation.
3. The mentioned guarantee does not apply when the defect has arisen as a result of improper or inappropriate use or when - without permission - the buyer or third parties have made or attempted to make changes or have used the purchased item for purposes for which it is not intended.
4. If the guarantee provided by the seller relates to an item produced by a third party, the guarantee is limited to the guarantee provided by that producer.

Article 17: Applicable law and competent court
1. Dutch law exclusively applies to every agreement between the parties.
2. The Dutch court in the district where Earthle / JL Enterprises is located/holds practice/office is exclusively competent to take cognizance of any disputes between the parties, unless the law prescribes otherwise.
3. The applicability of the Vienna Sales Convention is excluded.
4. If in a legal procedure one or more provisions of these general terms and conditions are considered unreasonably onerous, the other provisions remain in full force.