General Terms and Conditions

General Terms and Conditions ATEBS

ATEBS (hereinafter: No Drip Umbrella) is registered with the Chamber of Commerce under number 77946421 and is established at Beatrixstraat 16 (1741 CR) in SCHAGEN.

Article 1 - Definitions

In these general terms and conditions, the following terms are used in the following sense unless expressly indicated otherwise:
Offer: Any written offer to the Buyer to supply Products by the Seller to which these terms and conditions are inextricably linked.
Company: The natural or legal person acting in the course of a profession or business.
Consumer: The natural person not acting in the course of a profession or business.
Buyer: The Company or Consumer who enters into a Distance Contract with the Seller.
Agreement: The (distance) sales agreement for the sale and delivery of Products purchased by the Buyer from No Drip Umbrella.
Products: The Products offered by No Drip Umbrella are umbrellas.
Seller: The provider of Products to the Buyer, hereinafter referred to as No Drip Umbrella.

Article 2 - Applicability

These general terms and conditions apply to any Offer by No Drip Umbrella and any Agreement between No Drip Umbrella and a Buyer and to any Product offered by No Drip Umbrella.
Before concluding an Agreement (at a distance), the Buyer will be provided with these general terms and conditions. If this is not reasonably possible, No Drip Umbrella will indicate to the Buyer how the Buyer can inspect the general terms and conditions, which are in any case published on the website of No Drip Umbrella, so that the Buyer can easily save these general terms and conditions on a durable data carrier.
In exceptional situations, these general terms and conditions may be deviated from if explicitly agreed in writing with No Drip Umbrella.
These general conditions also apply to additional, amended and follow-up agreements with the Buyer. Any general and/or purchase conditions of the Buyer are expressly rejected.
If one or more provisions of these general terms and conditions are partially or fully void or nullified, the remaining provisions of these general terms and conditions shall remain in force and the void/ nullified provision(s) shall be replaced by a provision with the same purport as the original provision.
Uncertainties about the content, explanation or situations not regulated in these general terms and conditions shall be assessed and explained in the spirit of these general terms and conditions.
If in these general terms and conditions reference is made to she/he/him, this should also be construed as a reference to he/she/it, if and insofar as applicable.

Article 3 - The Offer

All offers made by No Drip Umbrella are without obligation, unless expressly indicated otherwise in writing. If the Offer is limited or valid under specific conditions, this will be explicitly stated in the offer. An Offer does not exist until it is made in writing.
The Offer made by No Drip Umbrella is without obligation. No Drip Umbrella is only bound to the Offer if the acceptance is confirmed in writing by the Buyer within 30 days, or if the Buyer has already paid the amount due. Nevertheless, No Drip Umbrella has the right to refuse an Agreement with a potential Buyer for a valid reason for No Drip Umbrella.
The Offer contains an accurate description of the Product offered with corresponding prices. The description is detailed enough to enable the Buyer to make a proper assessment of the Offer. Obvious mistakes or errors in the Offer cannot bind No Drip Umbrella. Any images and specific data in the Offer are only an indication and cannot be a ground for any compensation or dissolution of the Agreement (at a distance). No Drip Umbrella cannot guarantee that the colours in the image exactly match the real colours of the Product.
Delivery times and Deadlines mentioned in No Drip Umbrella's Offer are indicative and, if exceeded, do not entitle the Buyer to rescission or damages, unless expressly agreed otherwise.
A composite quotation does not oblige No Drip Umbrella to deliver part of the items included in the offer or Offer at part of the quoted price.
If and insofar as there is an Offer, this does not automatically apply to repeat orders. Offers are only valid until stock lasts, and according to the 'made-to-order' principle.

Article 4 - Conclusion of the Agreement

The Agreement is concluded when the Buyer has accepted an Offer from No Drip Umbrella by paying for the Product in question.
An offer can be accepted by No Drip Umbrella.
If Buyer has accepted the Offer by entering into an Agreement with No Drip Umbrella, No Drip Umbrella will confirm the Agreement with Buyer in writing, at least by e-mail.
If the acceptance deviates (on minor points) from the Offer, No Drip Umbrella shall not be bound by it.
No Drip Umbrella is not bound to an Offer if the Buyer could reasonably have expected or should have understood that the Offer contains an obvious mistake or clerical error. The Buyer cannot derive any rights from this mistake or slip of the pen.
The right of withdrawal is excluded for the Buyer being a Business. The Buyer being a Consumer is entitled to assert its right of withdrawal within the statutory period of 14 days. If revocation is applicable, the Buyer shall handle the Product and its packaging with care. It shall only unpack or use the Product to the extent necessary to establish the nature, characteristics and functioning of the Product. The direct costs of returning the Product shall be borne by the Buyer.
Products that cannot be returned due to (hygienic reasons, customisation, etc.) are excluded from the right of withdrawal. This is explicitly stated in the Offer. If the Customer has ordered custom-made products, these products cannot be returned. In addition, orders of 20 pieces or more cannot be returned.

Article 5 - Execution of the Agreement

No Drip Umbrella will execute the Agreement to the best of its knowledge and ability.
If and to the extent required for a proper execution of the Agreement, No Drip Umbrella has the right to have certain activities performed by third parties at its own discretion.
The Buyer shall ensure that all data, which No Drip Umbrella indicates are necessary or which the Buyer should reasonably understand are necessary for the execution of the Agreement, are provided to No Drip Umbrella in good time. If the data required for the execution of the Agreement are not provided to No Drip Umbrella in due time, No Drip Umbrella shall be entitled to suspend the execution of the Agreement.
When executing the Agreement, No Drip Umbrella shall not be obliged or obliged to follow Buyer's instructions if this changes the content or scope of the Agreement. If the instructions result in additional work for No Drip Umbrella, the Buyer shall be obliged to pay the additional or supplementary costs accordingly.
No Drip Umbrella may require security from the Buyer or full payment in advance before proceeding to execute the Agreement.
No Drip Umbrella is not liable for damages, of whatever nature, resulting from the fact that No Drip Umbrella has relied on incorrect and/or incomplete data provided by the Buyer, unless such incorrectness or incompleteness was known to No Drip Umbrella.
The Buyer indemnifies No Drip Umbrella against any claims from third parties, who suffer damage in connection with the execution of the Agreement and which is attributable to the Buyer.

Article 6 - Samples and models

If the consumer/company has received a sample or model of a product, he cannot derive any rights from this other than that it is an indication of the nature of the product, unless the parties have explicitly agreed that the products to be delivered correspond to the sample or model correspond.

Article 7 - Delivery

If the commencement, progress or (on)delivery of the Agreement is delayed because, for example, the Buyer has not or not timely provided all requested information, insufficient co-operation, the (down)payment has not been received on time by No Drip Umbrella, or other circumstances beyond the control of No Drip Umbrella cause any delay, No Drip Umbrella is entitled to a reasonable extension of the (on)delivery period. All agreed (delivery) dates are never deadlines. The Buyer must give No Drip Umbrella written notice of default and allow it a reasonable period of time to deliver. The Buyer is not entitled to any compensation due to the delay.
The Buyer is obliged to accept the goods at the time they are made available to it under the Agreement, even if they are offered to it earlier or later than agreed.
If the Buyer refuses to take delivery or fails to provide information or instructions necessary for delivery, No Drip Umbrella is entitled to store the goods at the Buyer's expense and risk.
If the Products are delivered by No Drip Umbrella or an external carrier, No Drip Umbrella is entitled, unless otherwise agreed in writing, to charge any delivery costs. These will then be charged separately.
If No Drip Umbrella requires data from the Buyer in the framework of the execution of the Agreement, the delivery time shall only start after the Buyer has provided No Drip Umbrella with all the data necessary for the execution.
If No Drip Umbrella has stated a delivery time, it is indicative. Longer delivery times apply for delivery outside the Netherlands.
No Drip Umbrella is entitled to deliver the goods in parts, unless this has been deviated from in the Agreement or the partial delivery has no independent value. No Drip Umbrella is entitled to invoice the delivered goods separately.
Deliveries will only be carried out if all invoices have been paid unless expressly agreed otherwise. No Drip Umbrella reserves the right to refuse delivery if there is a well-founded fear of non-payment.

Article 8 - Packaging and transport

No Drip Umbrella undertakes vis-à-vis the Buyer to package the goods to be delivered properly and to secure them in such a way that they reach their destination in good condition during normal use.
Unless otherwise agreed in writing, all deliveries are inclusive of turnover tax (VAT), packaging and packaging materials.
Acceptance of goods without remarks on the waybill or receipt shall be proof that the packaging was in good condition at the time of delivery.

Article 9 - Examination, complaints

The Buyer shall be obliged to examine the delivered goods, or have them examined, at the time of delivery or transfer, but in any case within 14 days of receipt of the delivered goods, and only to unpack or use them to the extent necessary to judge whether or not they retain the Product. In doing so, the Buyer shall examine whether the quality and quantity of the delivered Product corresponds to the Agreement and whether the Products meet the requirements applicable to them in normal (commercial) dealings.
The Buyer is obliged to examine and inform itself how the Product should be used and, in case of personal use, to test the Product in accordance with the instructions for use. No Drip Umbrella accepts no liability for the incorrect use of the Product by the Buyer.
Any visible defects or shortages must be reported in writing to No Drip Umbrella after delivery at info@nodripumbrella.nl. Buyer has a period of 14 days after delivery to do so. Non-visible defects or shortages should be reported within 14 days after discovery but no later than 6 months after delivery. If the Product is damaged due to careless handling by the Buyer, the Buyer is liable for any decrease in value of the Product.
If, pursuant to the previous paragraph, a timely complaint is made, the Buyer remains obliged to pay for the purchased goods. If the Buyer wishes to return defective goods, this shall only be done with the prior written consent of No Drip Umbrella in the manner indicated by No Drip Umbrella.
If the Buyer being a Consumer uses his right of withdrawal, he shall return the Product and all accessories, as far as reasonably possible, in original condition and packaging to No Drip Umbrella, in accordance with No Drip Umbrella's return instructions. The direct costs for return shipments are at the expense and risk of the Buyer. For companies, the right of withdrawal is excluded.
No Drip Umbrella is entitled to initiate an investigation into the authenticity and condition of the returned Products before a refund will be made.
Refunds to Buyer will be processed as soon as possible, but may take up to 14 days after receipt of Buyer's declaration of dissolution. Refunds will be made to the account number previously provided.
If the Buyer exercises its right of complaint, the Buyer being a Business is not entitled to suspend its payment obligation or to set off outstanding invoices.
In the absence of a complete delivery, and/or if one or more Products are missing, and this is attributable to No Drip Umbrella, No Drip Umbrella will, upon request by the Buyer, either send the missing Product(s) or cancel the remaining order. The receipt of the Products is leading in this respect. Any damage suffered by the Buyer as a result of the (deviating) scope of delivery cannot be recovered from No Drip Umbrella.

Article 10 - Prices

During the validity period of the Offer, the prices of the Products offered shall not be increased, except in the case of changes in VAT rates.
The prices stated in the Offer are inclusive of VAT, unless explicitly stated otherwise.
The prices stated in the Offer are based on the cost factors applicable at the time the Agreement was concluded, such as: import and export duties, freight and unloading costs, insurance and any levies and taxes.
In case of Products or raw materials for which there are price fluctuations in the financial market and over which No Drip Umbrella has no influence, No Drip Umbrella may offer these Products with variable prices. The Offer will state that prices are target prices and may fluctuate.

Article 11 - Payment and collection policy

Payment should preferably be made in advance in the currency in which the invoice was issued by the method indicated.
The buyer cannot derive any rights or expectations from a budget issued in advance, unless the parties have expressly agreed otherwise.
The Buyer shall make payment in a lump sum to the account number and details of No Drip Umbrella made known to it. The parties may agree on a different payment term only with the express written consent of No Drip Umbrella.
If a periodic payment obligation of the Buyer has been agreed upon, No Drip Umbrella is entitled to adjust the applicable prices and rates in writing subject to a period of 3 months.
In case of liquidation, bankruptcy, seizure or suspension of payment of the Buyer, the claims of No Drip Umbrella on the Buyer are immediately due and payable.
No Drip Umbrella is entitled to apply the payments made by the Buyer firstly to reduce the costs, then to reduce the interest falling due and finally to reduce the principal sum and current interest. No Drip Umbrella may, without thereby being in default, refuse an offer of payment if the Buyer indicates a different order of attribution. No Drip Umbrella can refuse full repayment of the principal sum, if this does not include the accrued and current interest as well as the costs.
If the Buyer fails to fulfil its payment obligation, the Buyer being a Business is in default. The Buyer being a Consumer shall first receive a written reminder with a period of 14 days after the date of the reminder to still fulfil the payment obligation with an indication of the extrajudicial costs if the Consumer does not fulfil its obligations within that period, before it is in default.
From the date the Buyer is in default, No Drip Umbrella shall without further notice of default claim the statutory (commercial) interest from the first day of default until full payment and compensation of the extrajudicial costs in accordance with Article 6:96 of the Dutch Civil Code to be calculated according to the graduated scale from the Decree on compensation for extrajudicial collection costs of 1 July 2012.
If No Drip Umbrella has incurred more or higher costs which are reasonably necessary, these costs will be eligible for reimbursement. Judicial and execution costs incurred shall also be borne by the Buyer.

Article 12 - Retention of title

All goods delivered by No Drip Umbrella, remain the property of No Drip Umbrella until the Buyer has fulfilled all the following obligations from all Agreements concluded with No Drip Umbrella.
The Buyer is not authorised to pledge or otherwise encumber the items subject to retention of title if ownership has not yet been transferred in full.
If third parties seize the goods delivered under retention of title or wish to establish or assert rights to them, the Buyer is obliged to inform No Drip Umbrella as soon as can reasonably be expected.
In the event that No Drip Umbrella wishes to exercise its property rights indicated in this article, the Buyer hereby unconditionally and irrevocably consents and authorises No Drip Umbrella or third parties appointed by it to enter all those places where the property of No Drip Umbrella is located and to repossess those goods.
No Drip Umbrella has the right to retain the Product(s) purchased by the Buyer if the Buyer has not yet (fully) complied with its payment obligations, despite an obligation of No Drip Umbrella to transfer or surrender. After the Buyer has still fulfilled its obligations, No Drip Umbrella will endeavour to deliver the purchased Products to the Buyer as soon as possible.
Costs and other (consequential) damages resulting from the retention of the purchased Products are at the Buyer's expense and risk and will be reimbursed to No Drip Umbrella by the Buyer upon first request.

Article 13 - Guarantee

No Drip Umbrella guarantees that the Products comply with the Agreement, the specifications mentioned in the offer, usability and/or reliability and the legal rules/regulations at the time the Agreement was concluded. This also applies if the goods to be delivered are intended for use abroad and the Buyer has explicitly notified No Drip Umbrella of this use in writing at the time of entering into the Agreement.
For consumers, the consumer guarantee of 1 year applies. This guarantee only covers a lack of conformity already existing at the time of delivery of the goods. During the aforementioned period, No Drip Umbrella undertakes to replace or repair the defective article (or part) free of charge. Defects manifesting themselves after a period of 6 months following delivery shall not be deemed to be present at the time of delivery, subject to proof to the contrary by the customer. The guarantee is excluded for Buyer being a Company.

Article 14 - Instructions for use Products

Buyer of Products must follow the regulations and instructions of No Drip Umbrella.
Buyer and third parties must refrain from modifying and/or repairing Products themselves.

Article 15 - Suspension and dissolution

No Drip Umbrella is entitled to suspend the fulfilment of its obligations or to dissolve the Agreement, if the Buyer does not or not fully fulfil its (payment) obligations under the Agreement.
Furthermore, No Drip Umbrella is authorised to dissolve the Agreement existing between it and the Buyer, insofar as it has not yet been executed, without judicial intervention, if the Buyer does not, does not in a timely manner or does not properly fulfil the obligations arising for him from any Agreement concluded with No Drip Umbrella.
Furthermore, No Drip Umbrella is authorised to (have) the Agreement dissolved without prior notice of default if circumstances arise of such a nature that fulfilment of the Agreement becomes impossible or can no longer be required according to standards of reasonableness and fairness, or if other circumstances arise of such a nature that unaltered maintenance of the Agreement can no longer be reasonably expected.
If the Agreement is dissolved, the claims of No Drip Umbrella against the Buyer are immediately due and payable. When No Drip Umbrella suspends fulfilment of its obligations, it retains its claims under the law and Agreement.
No Drip Umbrella retains the right to claim damages at all times.

Article 16 - Limitation of liability

If the performance of the Agreement by No Drip Umbrella leads to liability of No Drip Umbrella towards the Buyer or third parties, such liability shall be limited to the costs charged by No Drip Umbrella in connection with the Agreement unless the damage was caused due to intent or gross negligence. No Drip Umbrella's liability is in any case limited to the maximum amount of damages paid by the insurance company per event per year.
No Drip Umbrella is not liable for consequential damage, indirect damage, loss of profits and/or losses suffered, missed savings and damage resulting from the use of the Products supplied is excluded. For Consumers, a limitation applies in accordance with what is allowed under article 7:24 paragraph 2 of the Dutch Civil Code.
No Drip Umbrella is not liable for and/or obliged to repair damage caused by the use of the Product. No Drip Umbrella provides strict maintenance and usage instructions which must be followed by the Buyer. All damage to Products as a result of wearing and use is explicitly excluded from liability (this includes traces of use, usage damage, fall damage, light and water damage, theft, loss etc.).
No Drip Umbrella is not liable for any damage which is or may be the result of any act or omission as a result of (incomplete and/or incorrect) information on the website(s) or from linked websites.
No Drip Umbrella is not responsible for errors and/or irregularities in the functionality of the website and is not liable for breakdowns or unavailability of the website for any reason.
No Drip Umbrella does not guarantee the correct and complete transmission of the content of and email sent by/on behalf of No Drip Umbrella, nor its timely receipt.
All claims by the Buyer due to shortcomings on the part of No Drip Umbrella shall lapse if they have not been reported to No Drip Umbrella in writing, stating reasons, within one year after the Buyer was aware or could reasonably have been aware of the facts on which it bases its claims. All claims of the Buyer shall in any case expire one year after the termination of the Agreement.

Article 17 - Force majeure

No Drip Umbrella is not liable if, as a result of a force majeure situation, it cannot fulfil its obligations under the Agreement, nor can it be held to fulfil any obligation if it is prevented from doing so as a result of a circumstance that is not attributable to its fault and is not for its account by virtue of the law, legal act or generally accepted practice.
Force majeure includes in any case, but is not limited to what is understood in this respect in the law and jurisprudence, (i) force majeure of No Drip Umbrella's suppliers, (ii) failure to properly fulfil obligations of suppliers prescribed or recommended to No Drip Umbrella by the Buyer, (iii) defectiveness of goods, equipment, software or materials of third parties, (iv) government measures, (v) electricity failure, (vi) failure of internet, data network and telecommunication facilities (e.g. due to cybercrime and hacking), (vii) natural disasters, (viii) war and terrorist attacks, (ix) general transport problems, (x) strikes in the company of No Drip Umbrella and (xi) other situations which, in the opinion of No Drip Umbrella, are beyond its control that temporarily or permanently prevent the performance of its obligations.
No Drip Umbrella is entitled to invoke force majeure if the circumstance preventing (further) performance occurs after No Drip Umbrella should have fulfilled its obligation.
The parties may suspend the obligations under the Agreement during the period that the force majeure continues. If this period lasts longer than two months, either party is entitled to dissolve the Agreement without any obligation to compensate the other party for damages.
Insofar as No Drip Umbrella has already partially fulfilled its obligations under the Agreement at the time of the occurrence of force majeure or will be able to fulfil them, and the fulfilled or to be fulfilled part has independent value, No Drip Umbrella is entitled to invoice the fulfilled or to be fulfilled part separately. The Buyer is obliged to pay this invoice as if it were a separate Agreement.

Article 18 - Transfer of risk

The risk of loss of or damage to the Products that are the subject of the Agreement is transferred to the Buyer being a company at the moment the goods leave No Drip Umbrella's warehouse. For Consumers, the aforementioned risk passes to the Buyer if the Products have been given into the Buyer's control. This is the case if the Products have been delivered to the Buyer's delivery address.

Article 19 - Intellectual Property Rights

All intellectual property rights and copyrights of No Drip Umbrella belong exclusively to No Drip Umbrella and are not transferred to the Buyer.
The Buyer is prohibited from disclosing and/or reproducing, modifying or making available to third parties any documents subject to No Drip Umbrella's intellectual property rights and copyrights without the express prior written consent of No Drip Umbrella. If the Buyer wishes to make changes to items supplied by No Drip Umbrella, No Drip Umbrella must explicitly agree to the intended changes.
The Buyer is prohibited from using the Products subject to No Drip Umbrella's intellectual property rights other than as agreed in the Agreement.

Article 20 - Privacy, data processing and security

No Drip Umbrella treats with care the (personal) data of the Buyer and visitors to the website(s). If requested, No Drip Umbrella will inform the data subject accordingly.
If No Drip Umbrella is required under the Agreement to provide security of information, this security will comply with the agreed specifications and a security level that is not unreasonable given the state of the art, the sensitivity of the data, and the associated costs.

Article 21 - Complaints

If the Buyer is not satisfied with the Products of No Drip Umbrella and/or has complaints about the (execution of the) Agreement, the Buyer is obliged to report these complaints as soon as possible, but at the latest within 14 calendar days after the relevant reason that led to the complaint. Complaints can be reported via info@nodripubrella.nl with the subject "Complaint".
The complaint must be sufficiently substantiated and/or explained by the Buyer in order for No Drip Umbrella to process the complaint.
No Drip Umbrella will respond substantively to the complaint as soon as possible, but at the latest within 14 calendar days after receipt of the complaint.
The parties will try to reach a solution together.

Article 22 - Applicable law

Any Agreement between No Drip Umbrella and the Buyer shall be governed by Dutch law. The applicability of the (CISG) Vienna Sales Convention is expressly excluded.
In case of interpretation of the content and scope of these general terms and conditions, the Dutch text thereof shall always prevail. No Drip Umbrella is entitled to unilaterally amend these general terms and conditions.
All disputes arising from or as a result of the Agreement between No Drip Umbrella and the Buyer shall be settled by the competent court of the District Court of Noord-Holland, location Alkmaar unless provisions of mandatory law designate another competent court.

Schagen, 17 November 2022