General Terms and Conditions

General Terms and Conditions of Sale and Delivery Funeral Trading B.V.

Article 1. General

These General Terms and Conditions of Sale and Delivery will apply to every offer, quotation and agreement between Funeral Trading B.V., hereinafter referred to as: "Seller", and a Other Party to which the Seller has declared these terms and conditions applicable, insofar as these terms and conditions have not been expressly deviated from by the parties in writing.
The present conditions also apply to agreements with Seller, the execution of which requires the involvement of third parties by Seller.
By using the Seller's Internet site and/or placing an order, the Other Party accepts these terms and conditions as well as all other rights and obligations as stated on the Internet site.
The applicability of any purchasing or other conditions of the Other Party is expressly rejected.
If one or more of the provisions in these general terms and conditions should at any time be wholly or partially void or nullified, the other provisions of these general terms and conditions will remain fully applicable. The Seller and the Other Party will then consult to agree on new provisions to replace the void or nullified provisions, taking into account as much as possible the purpose and meaning of the original provisions.
If ambiguity exists regarding the interpretation of one or more provisions of these general terms and conditions, then the interpretation must take place "in the spirit" of these provisions.
If a situation arises between the parties that is not regulated in these general terms and conditions, then this situation should be judged according to the spirit of these general terms and conditions.
If Seller does not always require strict compliance with these terms and conditions, this does not mean that the provisions thereof do not apply, or that Seller would to any extent lose the right to require strict compliance with the provisions of these terms and conditions in other cases.

Article 2. Special provisions for additional work

If Seller performs additional work in addition to the delivery of goods, Seller's Special Provisions shall also apply to additional work such as installation, commissioning, assembly, maintenance, repair as well as consulting. In case of conflict, the Special Provisions shall take precedence over the General Provisions.

Article 3. Quotations and offers

All quotations and offers of Seller are without obligation, unless the quotation stipulates a deadline for acceptance. A quotation or offer expires if the product to which the quotation or offer relates is no longer available in the meantime. Nevertheless, the Seller has the right to revoke the offer as long as the Other Party has not accepted the offer.
Seller cannot be held to its quotations or offers if the Other Party can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or slip of the pen.
The prices stated in a quotation or offer are exclusive of VAT and other government levies, any costs to be incurred in the context of the agreement, including travel and accommodation, shipping and administrative costs, unless otherwise stated.
If the acceptance (whether or not on minor points) deviates from the offer included in the quotation or the offer, the Seller shall not be bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless Seller indicates otherwise.
A composite quotation does not oblige Seller to perform part of the order at a corresponding part of the quoted price. Offers or quotations do not automatically apply to future orders.

Article 4. Contract duration; formation, terms of delivery, performance and modification of agreement

If and insofar as the Seller has set a deadline for acceptance, an agreement shall be established by full, written and unconditional acceptance of that offer by the Other Party within the set deadline.
In all other cases, an agreement is established by written order confirmation from the Seller's side or by delivery by the Seller. In the latter case, Seller's invoice shall be regarded as written order confirmation.
The agreement between the Seller and the Other Party shall be entered into for an indefinite period, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.
If a term has been agreed or given for the delivery of certain goods, this shall never be a deadline. If a term is exceeded, the Other Party must therefore give the Seller written notice of default. The Seller must be offered a reasonable period in which to perform the agreement.
If the Seller requires information from the Other Party for the execution of the agreement, the execution period shall not commence until the Other Party has made this information available to the Seller correctly and completely.
The Other Party will be obliged to take delivery of the goods at the time they are made available to it. If the Other Party refuses to take delivery or fails to provide information or instructions necessary for delivery, the Seller will be entitled to store the goods at the Other Party's expense and risk.
Seller has the right to have certain work performed by third parties.
Seller is entitled to deliver the agreement in several stages and to invoice the part thus delivered separately.

Article 5. Suspension, dissolution and early termination of the agreement

Seller is authorized to suspend the fulfillment of the obligations or to dissolve the agreement, if:
the Other Party does not, does not fully or does not timely comply with the obligations under the agreement;
- after the conclusion of the agreement Seller becomes aware of circumstances that give good reason to fear that the Other Party will not comply with the obligations;
when concluding the agreement, the Other Party was requested to provide security for the fulfillment of its obligations under the agreement and this security is not provided or is insufficient;
- If, due to the delay on the part of the Other Party, the Seller can no longer be required to fulfill the agreement against the originally agreed conditions, the Seller is entitled to dissolve the agreement.
2. Furthermore, the Seller shall be entitled to dissolve the agreement if circumstances arise which are of such a nature that performance of the agreement is impossible or if other circumstances arise which are of such a nature that the Seller cannot reasonably be required to maintain the agreement unamended.
3. If the agreement is dissolved, Seller's claims against the Other Party shall be immediately due and payable. If the Seller suspends fulfilment of the obligations, it shall retain its claims under the law and the agreement.
4. If the Seller proceeds with suspension or dissolution, it shall in no way be obliged to compensate for damage and costs incurred in any way as a result.
5. If the dissolution is attributable to the Other Party, the Seller is entitled to compensation for the damage, including the costs, incurred directly and indirectly as a result.
6. If the Other Party fails to comply with its obligations under the contract and this failure to comply justifies dissolution, the Seller will be entitled to dissolve the contract immediately and with immediate effect without any obligation on its part to pay any compensation or indemnification, whereas the Other Party will be obliged to pay compensation or indemnification on account of default.
7. In the event of liquidation, (an application for) a moratorium or bankruptcy, attachment - if and insofar as the attachment has not been lifted within three months - at the Other Party's expense, debt rescheduling or any other circumstance as a result of which the Other Party can no longer dispose freely of its assets, the Seller will be free to terminate the agreement immediately and with immediate effect or to cancel the order or agreement, without any obligation on its part to pay any damages or compensation. The Seller's claims against the Other Party shall in that case be immediately due and payable.
8. If the Other Party fully or partially cancels an order that has been placed, the goods ordered or prepared for it, plus any transport and delivery costs thereof and the working time reserved for the execution of the agreement, will be charged in full to the Other Party.

Article 6. Force Majeure

Seller is not obliged to fulfill any obligation to the Other Party if it is hindered from doing so as a result of a circumstance that is not due to fault, and is not for its account by virtue of the law, a legal act or generally accepted practice.
In these general terms and conditions, force majeure means, in addition to its definition in law and case law, all external causes, foreseen or unforeseen, over which the Seller cannot exercise any control, but which prevent the Seller from fulfilling its obligations.
In particular, the following events shall be considered force majeure: natural disasters, earthquakes, war, civil unrest, mobilization, lack of raw materials, lack of transport, strikes, lockout, unforeseeable circumstances that disrupt the Seller's production and logistics process. Seller also has the right to invoke force majeure if the circumstance preventing (further) fulfillment of the agreement occurs after Seller should have fulfilled its commitment.
Seller may suspend its obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, each of the parties shall be entitled to dissolve the agreement without any obligation to compensate the other party for damages.
Insofar as the Seller has already partially fulfilled its obligations under the agreement at the time when the force majeure occurred or will be able to fulfill them and insofar as independent value can be attributed to the part already fulfilled or to the part to be fulfilled respectively, the Seller is entitled to invoice the part already fulfilled or to be fulfilled respectively separately. The Other Party shall be obliged to pay this invoice as if it were a separate agreement.

Article 7. Payment and collection costs.

In the case of payment on account, payment shall be made within 14 days of the invoice date, in a manner to be indicated by Seller in the currency in which the invoice was made, unless otherwise indicated in writing by Seller.
If the Other Party fails to pay an invoice on time, the Other Party shall be in default by operation of law, without any summons or notice of default being required.
From that moment the Other Party shall owe interest of 1% per month, unless the legal interest rate is higher, in which case the legal interest rate shall be payable. The interest on the amount due and payable will be calculated from the moment the Other Party is in default until the moment of payment of the amount due in full.
As well as all extrajudicial and judicial costs to obtain satisfaction will be for the account of the Other Party. The extrajudicial collection costs will be deemed to amount to at least 15% of the amount due, with a minimum of EUR 250. Any judicial and execution costs incurred will also be recovered from the Other Party. The Other Party shall also owe interest on the collection costs due.
The Seller shall be entitled to have the payments made by the Other Party go first of all to reduce the costs, then to reduce the interest falling due and finally to reduce the principal sum and the current interest.
The Seller may, without thereby being in default, refuse an offer of payment if the Other Party indicates a different order for the allocation of payment. The Seller may refuse full repayment of the principal sum if this does not include the interest still due and accrued and collection costs.
The Other Party shall never be entitled to set off any amount it owes to the Seller.
Objections to the amount of an invoice do not suspend the payment obligation. The Other Party not entitled to invoke Section 6.5.3 (Articles 231 to 247 of Book 6 of the Dutch Civil Code) is also not entitled to suspend payment of an invoice for any other reason.

Article 8. Retention of title.

All items delivered by Seller under the agreement shall remain Seller's property until the Other Party has properly fulfilled all obligations under the agreement(s) concluded with Seller.
Goods delivered by the Seller that are subject to retention of title pursuant to paragraph 1 may not be resold and may never be used as a means of payment. The Other Party is not authorized to pledge or in any other way encumber the goods falling under the retention of title.
The Other Party must always do everything that can reasonably be expected of it to secure the Seller's property rights.
If third parties seize the goods delivered under retention of title or wish to establish or assert rights to them, the Other Party shall be obliged to inform the Seller thereof immediately.
The Other Party undertakes to insure and keep insured the goods delivered under retention of title against fire, explosion and water damage as well as against theft and to make the policy of this insurance available for inspection by the Seller on demand. In the event of any insurance payment, the Seller will be entitled to this money. Insofar as necessary, the Other Party undertakes vis-à-vis the Seller in advance to cooperate in everything that may be necessary or desirable within that framework.
In the event that Seller wishes to exercise its property rights indicated in this article, the Other Party gives unconditional and irrevocable permission in advance to Seller and third parties to be appointed by Seller to enter all those places where Seller's property is located and to take back those goods.

Article 9. Warranties, investigations and complaints, limitation period

The goods to be delivered by the Seller meet the usual requirements and standards that can reasonably be set for them at the time of delivery and for which they are intended in the event of normal use in the Netherlands. The guarantee referred to in this Article applies to goods intended for use within the Netherlands. In the event of use outside the Netherlands, the Other Party itself must verify whether they are suitable for use there and meet the conditions set for them. The Seller may in that case set other guarantee and other conditions with respect to the goods to be delivered or work to be performed.
The warranty referred to in paragraph 1 of this article applies for a period of 3 months after delivery, unless otherwise follows from the nature of the delivered goods or the parties have agreed otherwise. If the warranty provided by Seller concerns a good produced by a third party, the warranty is limited to that provided by the producer of the good for it, unless otherwise stated.
Seller only accepts liability for defects which the Other Party proves to have occurred before or within the warranty period, solely or predominantly as a direct result of improper manufacture or improper processing chosen by Seller or as a result of faulty materials used by Seller. If the defect is the result of any other cause, Seller shall not be liable.
Any form of guarantee will lapse if a defect has arisen as a result of or arising from injudicious or improper use thereof or use after the expiration date, incorrect storage or maintenance by the Other Party and/or third parties when, without the written consent of the Seller, the Other Party or third parties have made changes or tried to make changes to the item, attached other items to it that should not have been attached to it or if these have been processed or treated in a manner other than prescribed. Nor is the Other Party entitled to any warranty if the defect has arisen due to or as a result of circumstances beyond the Seller's control, including weather conditions (such as, for example, but not limited to extreme rainfall or temperatures) et cetera.
The Other Party is obliged to examine the delivered goods, or have them examined, immediately at the time that the goods are made available to it or the work in question has been carried out respectively. The Other Party must examine whether the quality and/or quantity of the goods delivered corresponds to what has been agreed and meets the requirements that the parties have agreed in this respect. Any visible defects must be reported to the Seller in writing within seven days of delivery. Any non-visible defects must be reported to the Seller immediately, but in any event no later than fourteen days after their discovery. The report must contain as detailed a description as possible of the defect, so that the Seller is able to respond adequately. The Other Party must give the Seller the opportunity to investigate a complaint (or have it investigated).
If the Other Party complains in time, this will not suspend its payment obligation. The Other Party will in that case also remain obliged to take delivery of and pay for the other goods ordered.
If a defect is reported later, the Other Party is no longer entitled to repair, replacement or compensation.
If it has been established that a good is defective and a timely complaint has been made in that respect, the Seller will replace the defective good within a reasonable period of time after receiving it back or, if returning the good is not reasonably possible, written notification of the defect by the Other Party, at the Seller's discretion, or see to the repair of the good or pay the Other Party a replacement fee. In the event of replacement, the Other Party shall be obliged to return the replaced item to the Seller and transfer ownership thereof to the Seller, unless the Seller indicates otherwise.
If it is established that a complaint is unfounded, the costs incurred by the Seller, including the research costs, will be borne in full by the Other Party.
After expiration of the warranty period, all costs for repair or replacement, including administration, shipping and call-out charges, will be charged to the Other Party.
Notwithstanding the statutory limitation periods, the limitation period for all claims and defenses against Seller and the third parties engaged by Seller in the performance of an agreement is one year.

Article 10. Liability

If Seller should be liable, such liability shall be limited to what is regulated in this provision.
Seller is not liable for damages of any kind that arise because Seller relied on incorrect and/or incomplete information provided by or on behalf of the Other Party.
Seller shall not be liable for:
For data in brochure, catalogs, offers, etc.;
Indirect damage, consequential damage, immaterial damage, loss of profit, missed savings and damage due to business stagnation and business or environmental damage, which is related to or results from the (conclusion of) the agreement as well as the nature and use of the delivered goods;
Damage caused by intent or gross negligence of auxiliary persons.
If Seller should be liable for any damage, Seller's liability shall be limited to a maximum of one time the invoice value of the order, at least to that part of the order to which the liability relates.
The Seller's liability shall in any event always be limited to the amount paid by its insurer in the relevant case.
Seller shall only be liable for direct damages.
Direct damage is exclusively understood to mean the reasonable costs incurred to determine the cause and scope of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions, any reasonable costs incurred to have the Seller's faulty performance comply with the agreement, insofar as they can be attributed to the Seller, and reasonable costs incurred to prevent or limit damage, insofar as the Other Party demonstrates that these costs have led to a limitation of direct damage as referred to in these general terms and conditions.
The limitations of liability contained in this article do not apply if the damage is due to intent or gross negligence on the part of Seller or its executive employees.

Article 11. Transfer of risk

The risk of loss, damage or depreciation shall pass to the Other Party at the time when goods are brought into the Other Party's control.

Article 12. Indemnification

The Other Party shall indemnify the Seller against any claims by third parties who suffer damage in connection with the performance of the agreement and the cause of which is attributable to parties other than the Seller.
If the Seller may be held liable by third parties on that account, the Other Party will be obliged to assist the Seller both extra-judicially and judicially and immediately do everything that may be expected of it in that case. Should the Other Party fail to take adequate measures, the Seller will be entitled, without notice of default, to take such measures itself. All costs and damage on the part of the Seller and third parties caused as a result will be entirely at the expense and risk of the Other Party.

Article 13. Intellectual Property

Seller declares that, to the best of its knowledge, the products do not infringe any third party intellectual property rights applicable in the Netherlands. However, the Seller cannot indemnify the Other Party for any infringements of intellectual property rights of third parties.
The Other Party warrants that it will not infringe (nor allow or enable third parties to do so) any intellectual property rights of the Seller, or its suppliers, with respect to the products, for example, by copying, processing or imitating the products.
The Buyer expressly acknowledges that all intellectual property rights of displayed information, communications or other expressions relating to the products and/or the Internet site belong to Seller, its suppliers or other claimants.
Seller reserves the rights and powers to which it is entitled under the Copyright Act and other intellectual laws and regulations. Seller has the right to use the knowledge gained by the execution of an agreement for other purposes as well, to the extent that no strictly confidential information of the Other Party is brought to the knowledge of third parties.

Article 14. Privacy

If the Other Party enters into an agreement with the Seller, personal data will be processed by the Seller in order to process the order. These personal data will be included by Seller in its customer file.
Seller shall comply with the General Data Protection Regulation when processing personal data and shall handle its customers' personal data with care.
All personal data that the Seller receives from the Other Party or collects itself in the performance of the Agreement is subject to a duty of confidentiality towards third parties. The Seller shall not use this information for any purpose other than that for which it obtained it, unless it is put in such a form that it cannot be traced back to data subjects. This duty of confidentiality does not apply:
insofar as the Other Party has given express permission to provide the information to third parties;
if providing the information to third parties is logically necessary for the performance of the Agreement;
if there is a legal obligation to provide the information to a third party; or
if personal data is provided to third parties in their capacity as Subprocessors.

Article 15. Applicable law and disputes.

All legal relationships to which the Seller is a party are exclusively governed by Dutch law, even if an obligation is wholly or partly performed abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.
The court in the place of business of the Seller has exclusive jurisdiction to take cognizance of disputes, unless the law imperatively prescribes otherwise. Nevertheless, Seller has the right to submit the dispute to the court with jurisdiction according to the law.
The parties will only appeal to court after they have made every effort to settle a dispute by mutual agreement.

Article 16. Location and modification of terms and conditions

Seller reserves the right to unilaterally modify the Terms and Conditions.
Applicable is always the last filed version or the version valid at the time the legal relationship with Seller was established.
The Dutch text of the general conditions is always decisive for its interpretation.

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General Terms and Conditions

General Terms and Conditions of Sale and Delivery Funeral Trading B.V.