General Terms and Conditions

These General Terms and Conditions of Stichting Webshop Keurmerk (Webshop Quality Mark Foundation) were drawn up in consultation with the Consumers’ Association (Consumentenbond) within the framework of the Coordination Group for Self-Regulation (CZ) of the Social and Economic Council of the Netherlands. They entered into force on 1 June 2014.

These General Terms and Conditions shall be used by all members of Stichting Webshop Keurmerk, with the exception of financial services as defined in the Financial Supervision Act, insofar as these services are supervised by the Netherlands Authority for the Financial Markets (AFM).

Table of Contents

1. Article 1 – Definitions

2. Article 2 – Identity of the Trader

3. Article 3 – Applicability

4. Article 4 – The Offer

5. Article 5 – The Agreement

6. Article 6 – Right of Withdrawal

7. Article 7 – Consumer Obligations During the Withdrawal Period

8. Article 8 – Exercising the Right of Withdrawal and Associated Costs

9. Article 9 – Trader Obligations in the Event of Withdrawal

10. Article 10 – Exclusion of the Right of Withdrawal

11. Article 11 – Prices

12. Article 12 – Performance of the Agreement and Additional Warranty

13. Article 13 – Delivery and Performance

14. Article 14 – Continuing Transactions: Duration, Termination and Renewal

15. Article 15 – Payment

16. Article 16 – Complaints Procedure

17. Article 17 – Disputes

18. Article 18 – Industry Guarantee

19. Article 19 – Additional or Deviating Provisions

20. Article 20 – Amendments to the General Terms and Conditions of Stichting Webshop Keurmerk

Article 1 – Definitions

For the purposes of these terms and conditions, the following definitions apply:

1. Additional agreement: an agreement under which the consumer acquires products, digital content and/or services in connection with a distance contract, and under which these products, digital content and/or services are supplied by the trader or by a third party pursuant to an arrangement between that third party and the trader.

2. Withdrawal period: the period during which the consumer may exercise the right of withdrawal.

3. Consumer: a natural person who is not acting for purposes related to their trade, business, craft or profession.

4. Day: calendar day.

5. Digital content: data produced and supplied in digital form.

6. Continuing agreement: an agreement providing for the regular supply of goods, services and/or digital content over a specified period.

7. Durable medium: any instrument, including email, that enables the consumer or trader to store information addressed personally to them in a way that allows future consultation or use for a period appropriate to the purpose of the information, and that permits the unchanged reproduction of the stored information.

8. Right of withdrawal: the consumer’s right to withdraw from a distance contract within the withdrawal period.

9. Trader: the natural or legal person who is a member of Stichting Webshop Keurmerk and offers products, access to digital content and/or services to consumers at a distance.

10. Distance contract: an agreement concluded between the trader and the consumer under an organised system for the distance sale of products, digital content and/or services, whereby, up to and including the conclusion of the agreement, exclusive or partial use is made of one or more means of distance communication.

11. Model withdrawal form: the European model withdrawal form included in Appendix I to these terms and conditions.

12. Means of distance communication: any means that can be used to conclude an agreement without the consumer and trader having to be physically present in the same place at the same time.

Article 2 – Identity of the Trader

Trader name: cx-wholesale.com

Registered office / visiting address: Van Hövellstraat 21 5988 AE Helden The Netherlands

Telephone: +31 85 800 0212

If we are unable to answer your call, please leave a message on our voicemail or send us an email. We will call you back as soon as possible.

Email address: [email protected]

Chamber of Commerce registration number: 98258850

VAT identification number: NL868419151B01

Article 3 – Applicability

1. These General Terms and Conditions apply to every offer made by the trader and to every distance contract concluded between the trader and the consumer.

2. Before a distance contract is concluded, the text of these General Terms and Conditions shall be made available to the consumer. If this is not reasonably possible, the trader shall indicate, before the distance contract is concluded, where the terms and conditions can be inspected at the trader’s premises and that they will be sent to the consumer free of charge as soon as possible upon request.

3. If the distance contract is concluded electronically, the text of these General Terms and Conditions may, notwithstanding the preceding paragraph and before the distance contract is concluded, be made available to the consumer electronically in such a way that the consumer can easily store it on a durable medium. If this is not reasonably possible, the trader shall indicate, before the distance contract is concluded, where the terms and conditions can be consulted electronically and that they will be sent electronically or by other means free of charge upon request.

4. If, in addition to these General Terms and Conditions, specific product or service terms and conditions apply, paragraphs 2 and 3 shall apply accordingly. In the event of conflicting terms and conditions, the consumer may always rely on the applicable provision that is most favourable to them.

Article 4 – The Offer

1. If an offer is valid for a limited period or is subject to conditions, this shall be explicitly stated in the offer.

2. The offer shall contain a complete and accurate description of the products, digital content and/or services offered. The description shall be sufficiently detailed to enable the consumer to assess the offer properly. If the trader uses images, these shall provide a truthful representation of the products, services and/or digital content offered. Obvious mistakes or errors in the offer shall not be binding on the trader.

3. Every offer shall contain sufficient information to make clear to the consumer the rights and obligations associated with accepting the offer.

Article 5 – The Agreement

1. Subject to the provisions of paragraph 4, the agreement shall be concluded when the consumer accepts the offer and fulfils the conditions specified therein.

2. If the consumer accepts the offer electronically, the trader shall promptly confirm receipt of that acceptance electronically. Until the trader has confirmed receipt of the acceptance, the consumer may terminate the agreement.

3. If the agreement is concluded electronically, the trader shall take appropriate technical and organisational measures to secure the electronic transfer of data and shall ensure a secure online environment. If the consumer can pay electronically, the trader shall take appropriate security measures.

4. Within the limits of the law, the trader may investigate whether the consumer can meet their payment obligations, as well as any facts and factors relevant to responsibly entering into the distance contract. If the trader has valid grounds, based on this investigation, not to enter into the agreement, the trader is entitled to refuse an order or request with reasons or to attach special conditions to its performance.

5. At the latest upon delivery of the product, service or digital content, the trader shall provide the consumer with the following information in writing or in another form that allows the consumer to store it accessibly on a durable medium:

a. The visiting address of the trader’s establishment where the consumer can submit complaints.

b. The conditions and procedure for exercising the right of withdrawal, or a clear statement that the right of withdrawal is excluded.

c. Information about warranties and any existing after-sales service.

d. The price of the product, service or digital content, including all taxes, and, where applicable, delivery costs, as well as the method of payment, delivery or performance of the distance contract.

e. The requirements for terminating the agreement if it has a duration of more than one year or is of indefinite duration.

f. If the consumer has a right of withdrawal, the model withdrawal form.

6. In the case of a continuing transaction, the provisions of the preceding paragraph apply only to the first delivery.

Article 6 – Right of Withdrawal

For products

1. The consumer may withdraw from an agreement concerning the purchase of a product within a withdrawal period of at least 14 days, without giving any reason. The trader may ask the consumer for the reason for withdrawal but may not require the consumer to state a reason.

2. The withdrawal period referred to in paragraph 1 begins on the day after the consumer, or a third party designated in advance by the consumer who is not the carrier, receives the product, or:

a. If the consumer has ordered several products in the same order: the day on which the consumer, or a third party designated by the consumer, receives the last product. Provided the consumer has been clearly informed of this before placing the order, the trader may refuse an order for several products with different delivery times.

b. If the delivery of a product consists of several shipments or parts: the day on which the consumer, or a third party designated by the consumer, receives the last shipment or part.

c. For agreements involving the regular delivery of products over a specified period: the day on which the consumer, or a third party designated by the consumer, receives the first product.

For services and digital content not supplied on a tangible medium

3. The consumer may withdraw from a service agreement or an agreement for the supply of digital content not supplied on a tangible medium within a period of at least 14 days, without giving any reason. The trader may ask the consumer for the reason for withdrawal but may not require the consumer to state a reason.

4. The withdrawal period referred to in paragraph 3 begins on the day after the agreement is concluded.

Extended withdrawal period for products, services and digital content not supplied on a tangible medium if information about the right of withdrawal has not been provided

5. If the trader has not provided the consumer with the legally required information about the right of withdrawal or the model withdrawal form, the withdrawal period shall expire 12 months after the end of the original withdrawal period determined in accordance with the preceding paragraphs of this article.

6. If the trader provides the consumer with the information referred to in the preceding paragraph within 12 months of the start of the original withdrawal period, the withdrawal period shall expire 14 days after the day on which the consumer receives that information.

Article 7 – Consumer Obligations During the Withdrawal Period

1. During the withdrawal period, the consumer shall handle the product and its packaging with care. The consumer may only unpack or use the product to the extent necessary to establish its nature, characteristics and functioning. The guiding principle is that the consumer may handle and inspect the product only as they would be allowed to do in a shop.

2. The consumer shall only be liable for any reduction in the value of the product resulting from handling it in a way that goes beyond what is permitted under paragraph 1.

3. The consumer shall not be liable for any reduction in the value of the product if the trader has failed to provide all legally required information about the right of withdrawal before or at the time the agreement was concluded.

Article 8 – Exercising the Right of Withdrawal and Associated Costs

1. If the consumer exercises the right of withdrawal, they must notify the trader within the withdrawal period using the model withdrawal form or by any other unequivocal statement.

2. As soon as possible, but within 14 days from the day following the notification referred to in paragraph 1, the consumer shall return the product or hand it over to the trader or an authorised representative of the trader. This is not required if the trader has offered to collect the product. In any event, the consumer has complied with the return deadline if the product is sent back before the withdrawal period has expired.

3. The consumer shall return the product with all supplied accessories and, where reasonably possible, in its original condition and packaging, following the reasonable and clear instructions provided by the trader.

4. The risk and burden of proof for the correct and timely exercise of the right of withdrawal lie with the consumer.

5. The consumer shall bear the direct costs of returning the product. The consumer shall not bear these costs if the trader has failed to inform them that they must do so, or if the trader has indicated that it will bear the costs itself.

6. If the consumer withdraws after having expressly requested that the performance of a service, or the supply of gas, water or electricity that is not prepared for sale in a limited volume or specified quantity, begin during the withdrawal period, the consumer shall owe the trader an amount proportional to the part of the obligation already performed by the trader at the time of withdrawal, compared with the full performance of the obligation.

7. The consumer shall not bear any costs for the performance of services or the supply of water, gas or electricity that is not prepared for sale in a limited volume or quantity, or for the supply of district heating, if:

a. The trader has failed to provide the consumer with the legally required information about the right of withdrawal, the reimbursement of costs in the event of withdrawal, or the model withdrawal form; or

b. The consumer has not expressly requested that the performance of the service or the supply of gas, water, electricity or district heating begin during the withdrawal period.

8. The consumer shall not bear any costs for the full or partial supply of digital content not supplied on a tangible medium if:

a. The consumer did not expressly consent, before delivery began, to the performance of the agreement commencing before the end of the withdrawal period;

b. The consumer did not acknowledge that they would lose their right of withdrawal upon giving consent; or

c. The trader failed to confirm this declaration by the consumer.

9. If the consumer exercises the right of withdrawal, any additional agreements shall be terminated by operation of law.

Article 9 – Trader Obligations in the Event of Withdrawal

1. If the trader allows the consumer to submit a withdrawal notification electronically, the trader shall promptly send an acknowledgement of receipt after receiving that notification.

2. The trader shall reimburse all payments made by the consumer, including any delivery costs charged by the trader for the returned product, without undue delay and within 14 days following the day on which the consumer notifies the trader of the withdrawal. Unless the trader has offered to collect the product itself, the trader may wait to issue the refund until it has received the product or until the consumer has provided proof that the product has been returned, whichever occurs first.

3. The trader shall use the same payment method for the refund as the consumer used for the original transaction, unless the consumer agrees to another method. The refund shall be free of charge to the consumer.

4. If the consumer has chosen a more expensive delivery method than the cheapest standard delivery option, the trader is not required to reimburse the additional costs of the more expensive method.

Article 10 – Exclusion of the Right of Withdrawal

The trader may exclude the following products and services from the right of withdrawal, but only if this exclusion has been clearly stated in the offer or, at the latest, before the agreement is concluded:

1. Products or services whose price is subject to fluctuations on the financial market over which the trader has no influence and which may occur within the withdrawal period.

2. Agreements concluded at a public auction. A public auction means a sales method whereby products, digital content and/or services are offered by the trader to consumers who are personally present, or have the opportunity to be personally present, at the auction, under the direction of an auctioneer, and where the successful bidder is obliged to purchase the products, digital content and/or services.

3. Service agreements, once the service has been fully performed, but only if:

a. Performance began with the consumer’s express prior consent; and

b. The consumer declared that they would lose their right of withdrawal once the trader had fully performed the agreement.

4. Service agreements for the provision of accommodation, where the agreement specifies a particular date or period of performance and the accommodation is not for residential purposes, as well as agreements for the transport of goods, car rental services and catering.

5. Agreements relating to leisure activities where the agreement specifies a particular date or period for performance.

6. Products manufactured according to the consumer’s specifications, which are not prefabricated and are made on the basis of an individual choice or decision by the consumer, or which are clearly intended for a specific person.

7. Products that spoil quickly or have a limited shelf life.

8. Sealed products that are unsuitable for return for reasons of health protection or hygiene and whose seal has been broken after delivery.

9. Products that, by their nature, become inseparably mixed with other products after delivery.

10. Alcoholic beverages whose price was agreed upon when the agreement was concluded, but which can only be delivered after 30 days, and whose actual value depends on market fluctuations over which the trader has no influence.

11. Sealed audio or video recordings and computer software whose seal has been broken after delivery.

12. Newspapers, periodicals or magazines, with the exception of subscriptions to these publications.

13. The supply of digital content other than on a tangible medium, but only if:

a. Performance began with the consumer’s express prior consent; and

b. The consumer declared that they would thereby lose their right of withdrawal.

Article 11 – Prices

1. During the validity period stated in the offer, the prices of the products and/or services offered shall not be increased, except for price changes resulting from changes in VAT rates.

2. Notwithstanding the preceding paragraph, the trader may offer products or services with variable prices if those prices are subject to fluctuations on the financial market over which the trader has no influence. Any such dependence on market fluctuations, and the fact that any prices stated may be indicative prices, shall be mentioned in the offer.

3. Price increases within three months of the conclusion of the agreement are only permitted if they result from statutory regulations or provisions.

4. Price increases from three months after the conclusion of the agreement are only permitted if the trader has stipulated this and:

a. The increase results from statutory regulations or provisions; or

b. The consumer has the right to terminate the agreement with effect from the date on which the price increase takes effect.

5. The prices stated in offers for products or services include VAT.

Article 12 – Performance of the Agreement and Additional Warranty

1. The trader guarantees that the products and/or services comply with the agreement, the specifications stated in the offer, reasonable requirements of reliability and/or usability, and the statutory provisions and/or government regulations in force on the date the agreement was concluded. Where agreed, the trader also guarantees that the product is suitable for purposes other than normal use.

2. Any additional warranty provided by the trader, its supplier, manufacturer or importer shall never limit the consumer’s statutory rights and claims against the trader under the agreement if the trader has failed to fulfil its obligations under that agreement.

3. An additional warranty means any commitment by the trader, its supplier, importer or manufacturer that grants the consumer certain rights or claims beyond those legally required if that party fails to fulfil its obligations under the agreement.

Article 13 – Delivery and Performance

1. The trader shall exercise the utmost care when receiving and processing product orders and when assessing requests for the provision of services.

2. The delivery address shall be the address communicated to the trader by the consumer.

3. Subject to the provisions of Article 4 of these General Terms and Conditions, the trader shall fulfil accepted orders with due speed and, at the latest, within 30 days, unless another delivery period has been agreed. If delivery is delayed, or if an order cannot be fulfilled or can only be fulfilled partially, the consumer shall be notified no later than 30 days after placing the order. In such cases, the consumer has the right to terminate the agreement free of charge and may be entitled to compensation for any damage.

4. Following termination in accordance with the preceding paragraph, the trader shall promptly refund the amount paid by the consumer.

5. The trader shall bear the risk of damage to or loss of products until they have been delivered to the consumer or to a representative designated in advance by the consumer and made known to the trader, unless expressly agreed otherwise.

Article 14 – Continuing Transactions: Duration, Termination and Renewal

Termination

1. The consumer may terminate an agreement entered into for an indefinite period that provides for the regular supply of products, including electricity, or services at any time, subject to any agreed termination rules and a notice period of no more than one month.

2. The consumer may terminate an agreement entered into for a fixed period that provides for the regular supply of products, including electricity, or services at any time with effect from the end of the fixed term, subject to any agreed termination rules and a notice period of no more than one month.

3. The consumer may terminate the agreements referred to in the preceding paragraphs:

• At any time, without being restricted to termination on a specific date or during a specific period.

• At least in the same manner as the agreement was entered into.

• Always with the same notice period as the trader has stipulated for itself.

Renewal

4. An agreement entered into for a fixed period that provides for the regular supply of products, including electricity, or services may not be tacitly extended or renewed for another fixed period.

5. By way of exception to the preceding paragraph, an agreement entered into for a fixed period for the regular delivery of daily newspapers, news publications, weekly newspapers or magazines may be tacitly extended for a fixed period of no more than three months, provided that the consumer may terminate the extended agreement at the end of that period with a notice period of no more than one month.

6. An agreement entered into for a fixed period that provides for the regular supply of products or services may only be tacitly extended for an indefinite period if the consumer may terminate it at any time with a notice period of no more than one month. The notice period may be no more than three months if the agreement concerns the regular delivery, less than once a month, of daily newspapers, news publications, weekly newspapers or magazines.

7. An agreement of limited duration for the regular delivery of daily newspapers, news publications, weekly newspapers or magazines for trial or introductory purposes shall not be tacitly continued and shall automatically end when the trial or introductory period expires.

Duration

8. If an agreement lasts for more than one year, the consumer may terminate it at any time after the first year with a notice period of no more than one month, unless reasonableness and fairness oppose termination before the end of the agreed term.

Article 15 – Payment

1. Unless otherwise stipulated in the agreement or additional terms and conditions, amounts owed by the consumer must be paid within 14 days after the withdrawal period begins or, if there is no withdrawal period, within 14 days after the agreement is concluded. In the case of a service agreement, this period begins on the day after the consumer receives confirmation of the agreement.

2. When selling products to consumers, the consumer may never be required under general terms and conditions to pay more than 50% of the purchase price in advance. If advance payment has been agreed, the consumer cannot assert any rights concerning the performance of the relevant order or service(s) until the agreed advance payment has been made.

3. The consumer is obliged to report any inaccuracies in payment details provided or stated to the trader without delay.

4. If the consumer fails to meet their payment obligations on time, the trader shall first notify the consumer of the late payment and grant them a period of 14 days to fulfil their payment obligations. If payment is still not made within this 14-day period, the consumer shall owe statutory interest on the outstanding amount, and the trader shall be entitled to charge the extrajudicial collection costs incurred. These collection costs shall not exceed:

• 15% of outstanding amounts up to €2,500;

• 10% of the next €2,500; and

• 5% of the next €5,000,

subject to a minimum charge of €40.

The trader may deviate from these amounts and percentages in the consumer’s favour.

Article 16 – Complaints Procedure

1. The trader shall have a sufficiently publicised complaints procedure and shall handle complaints in accordance with that procedure.

2. Complaints concerning the performance of the agreement must be submitted to the trader within a reasonable period after the consumer has discovered the defects, and must be described fully and clearly.

3. Complaints submitted to the trader shall be answered within 14 days of receipt. If a complaint requires a foreseeably longer processing time, the trader shall respond within the same 14-day period with an acknowledgement of receipt and an indication of when the consumer can expect a more detailed response.

4. A complaint concerning a product, service or the trader’s service may also be submitted using the complaints form on the consumer section of the Stichting Webshop Keurmerk website:

http://keurmerk.info/Home/MisbruikOfKlacht

The complaint will then be sent to both the relevant trader and Stichting Webshop Keurmerk.

5. If the complaint cannot be resolved by mutual agreement within a reasonable period, or within three months after it was submitted, a dispute arises that may be dealt with under the dispute resolution procedure.

Article 17 – Disputes

1. Agreements between the trader and the consumer to which these General Terms and Conditions apply shall be governed exclusively by Dutch law.

2. Disputes between the consumer and the trader concerning the conclusion or performance of agreements relating to products and services supplied or to be supplied by the trader may, subject to the provisions below, be submitted by either party to the Webshop Disputes Committee (Geschillencommissie Webshop), Postbus 90600, 2509 LP The Hague, the Netherlands (www.sgc.nl).

3. The Disputes Committee will only consider a dispute if the consumer has first submitted the complaint to the trader within a reasonable period.

4. A dispute must be submitted to the Disputes Committee in writing no later than three months after it arises.

5. If the consumer wishes to submit a dispute to the Disputes Committee, the trader is bound by that choice. If the trader wishes to submit a dispute to the committee, the consumer must state in writing, within five weeks of receiving the trader’s written request, whether they also wish to use this procedure or whether they wish the dispute to be dealt with by the competent court. If the trader does not receive the consumer’s decision within five weeks, the trader is entitled to submit the dispute to the competent court.

6. The Disputes Committee shall issue its decision in accordance with the rules laid down in its regulations:

http://www.degeschillencommissie.nl/over-ons/de-commissies/2701/webshop

Decisions of the Disputes Committee shall take the form of binding advice.

7. The Disputes Committee shall not handle a dispute, or shall discontinue its proceedings, if the trader has been granted a suspension of payments, has been declared bankrupt or has effectively ceased its business activities before the dispute has been heard at a hearing and a final decision has been issued.

8. If, in addition to the Webshop Disputes Committee, another recognised disputes committee affiliated with the Foundation for Consumer Complaints Boards (Stichting Geschillencommissies voor Consumentenzaken, SGC) or the Financial Services Complaints Institute (Klachteninstituut Financiële Dienstverlening, Kifid) has jurisdiction, the Stichting Webshop Keurmerk Disputes Committee shall preferably handle disputes primarily concerning the method of distance selling or the provision of services at a distance. All other disputes shall be handled by the other recognised disputes committee affiliated with the SGC or Kifid.

Article 18 – Industry Guarantee

1. Stichting Webshop Keurmerk guarantees that its members will comply with binding decisions issued by the Stichting Webshop Keurmerk Disputes Committee, unless the member decides to submit the binding decision to a court for review within two months of the date it was sent.

This guarantee shall be reinstated if the binding decision remains in force following judicial review and the judgment confirming this has become final and conclusive.

Stichting Webshop Keurmerk shall pay the consumer an amount of up to €10,000 per binding decision. If the amount awarded exceeds €10,000, Stichting Webshop Keurmerk shall pay €10,000. For any amount exceeding €10,000, Stichting Webshop Keurmerk shall use reasonable efforts to ensure that the member complies with the binding decision.

2. To benefit from this guarantee, the consumer must submit a written claim to Stichting Webshop Keurmerk and assign their claim against the trader to Stichting Webshop Keurmerk.

If the claim against the trader exceeds €10,000, the consumer shall be offered the option of assigning the portion exceeding €10,000 to Stichting Webshop Keurmerk. The foundation may then pursue payment of that excess amount in court in its own name and at its own expense, for the benefit of the consumer.

Article 19 – Additional or Deviating Provisions

Additional provisions or provisions that deviate from these General Terms and Conditions must not be detrimental to the consumer. Such provisions must be recorded in writing or in another form that enables the consumer to store them accessibly on a durable medium.

Article 20 – Amendments to the General Terms and Conditions of Stichting Webshop Keurmerk

1. Stichting Webshop Keurmerk shall only amend these General Terms and Conditions in consultation with the Consumers’ Association (Consumentenbond).

2. Amendments to these terms and conditions shall only take effect after they have been published in an appropriate manner. However, if an amendment applies while an offer is still valid, the provision most favourable to the consumer shall prevail.

Address of Stichting Webshop Keurmerk:

Willemsparkweg 193 1071 HA Amsterdam The Netherlands