Terns and conditions
Section 1 – Identify of No Black No White
Registered name: No Black No White VOF., trading under the name No Black No White
Registered address: Gerard Philipslaan 249, 5616 TT Eindhoven
E-mail address: [email protected]
Netherlands Chamber of Commerce number: 76381730
Section 2 – Scope
These general terms and conditions apply to every offer and invitation to treat from No Black No white (NBNW) and to every distance contract concluded between NBNW and the Consumer. Before the distance contract is concluded, the text of these general terms and conditions will be made available to the Consumer. If this is not reasonably possible, NBNW will, before the distance contract is concluded, indicate how these general terms and conditions can be viewed at NBNW and that they will be sent free of charge as soon as possible at the Consumer’s request. As an exception to the preceding section, inasmuch as the distance contract is concluded electronically and before the distance contract is concluded, the text of these general terms and conditions can be made available to the Consumer by electronic channels in such a manner that the Consumer can easily store them.
Section 3 – Offer
If an offer is valid for a limited period only, or is conditional, this will be explicitly mentioned in the offer. The offer contains a complete description of the products offered. The description shall be sufficiently detailed in order for the Consumer to be able to evaluate the offer correctly. If No Black No White uses images, these are a true representation of the products offered. NBNW is no bound by obvious errors or mistakes in the offer. Every offer will contain such information that makes it clear to the Consumer what rights and obligations are involved in accepting the offer.
Section 4 – Contract
A contract will be concluded, subject to the provisions of section 4, at the moment at which the Consumer accepts the offer and the conditions thereby stipulated have been fulfilled. Inasmuch as the Consumer has accepted the offering by electronic channels, NBNW shall immediately confirm by electronic channels receipt of acceptance of the offer. In case the contract comes about electronically, NBNW shall take suitable technical and organizational measures to protect the electronic transmission of data and shall ensure a secure web environment. If the Consumer is able to pay electronically, NBNW will take suitable security measures. To the extent permitted by law, NBNW may verify whether the Consumer can meet his or her payment obligations, as well as all those facts and circumstances that are relevant to concluding a distance contract in a responsible manner.
In the facts and circumstances justify NBNW in declining to conclude the contract, then it is entitled, subjected to explaining its reasons, to reject an order or to attach special conditions to its implementation.
Section 5 – Right to cancel
The Consumer may terminate a contract for the purchase of a product during a cooling-off period of 14 days without giving any reasons. NBNW may ask the Consumer for the reason for cancellation. This does not oblige the Consumer to disclose this reason. The cooling-off period indicated in section 1 commences on the day the Consumer or a third party appointed in advance by the Consumer, other than the haulier, has received the product.
Extended reflection period:
· If NBNW has not furnished the Consumer with the legally required information about the right to cancel or the standard form for cancellation, the cooling-off period shall run for a period of twelve months after the end of the original cooling-off period stipulated in accordance with the preceding sections of this article.
· If NBNW furnished the Consumer with the information specified in the preceding section within twelve months of the start date of the original cooling-off period, the cooling-off period shall expire 14 days after the date on which the Consumer received that information.
Section 6 – Obligations of the consumer during the cooling-off period
During the cooling-off period, the Consumer shall take good care of the product and the packaging. He or she shall unpack or use the product only to extent necessary to establish its nature, characteristics and good working order, on the basis that the Consumer may only handle and inspect the product as he or she would do so in a shop. The Consumer is solely liable for any reduction in value of the product arising from any handling of the product that goes beyond what is permitted in section 1. The Consumer is not liable for any reduction in value of the product if No Black No White has not furnished the Consumer with all legally required information about the right to cancel prior to or at time of concluding the contract.
Section 7 – Exercise of the right to cancel by the consumer and associated costs
If the Consumer exercises the right to cancel, the Consumer shall notify No Black No White accordingly within the cooling-off period by means of the standard form for cancellation or another unambiguous method. The Consumer shall return the product as quickly as possible, but within 14 days of the date following the notification stipulated in section 1, or hand it over to NBNW or its authorized representative. This is not required if NBNW has offered to collect the product in person. The Consumer shall in any event be deemed to have complied with the return deadline if he or she returns the product before the cooling-off period has expired. The Consumer shall return the product together with all supplied accessories, in its original condition and packaging, and in accordance with the reasonable and clear instructions provided by NBNW. The risk and burden of proof for the correct and timely exercise of the right to cancel rests with the Consumer. The Consumer bears the direct costs of returning the product. If NBNW has not started that the Consumer must bear these costs itself, the Consumer will not have to bear the costs of returning the product. If the Consumer exercises his or her right to cancel, any supplemental contracts will be automatically terminated.
Section 8 – Obligations of No Black No White in the event of cancellation
If No Black No White enables notification of the Consumer’s cancellation by electronic means. It shall immediately send a confirmation of receipt after receiving this notification. NBNW reimburses all payments made by the Consumer, including any delivery costs charged by NBNW for the returned product, directly but no later than 14 days after the day on which the Consumer gives notice of cancellation. Unless NBNW offers to collect the product itself, it may withhold repayment until it has received the product or until the Consumer demonstrates that it has returned the product, whichever happens first. NBNW shall refund the payment using the same means of payment used by the Consumer, unless the Consumer agrees to another method. The refund is free of charge for the Consumer. If the Consumer has chosen a more expensive method of delivery than the cheapest standard delivery, NBNW need not reimburse the costs incurred for more expensive method.
Section 9 – Compliance with the agreement and additional warranty
No Black No White warrants that the products comply with the contract, the specifications stated in the offer, the reasonable requirements of reliability and/or serviceability and the statutory stipulations and/or government regulations that existed on the date the contract was concluded. If agreed, NBNW will also warrant that the product is suitable for other than normal use. Any additional warranty provided by NBNW, its supplier, manufacturer or importer will not limit the legal rights and claims of the Consumer under the contract against NBNW if NBNW has failed in the performance of its part of the contract. The term ‘additional warranty’ refers to each obligation of NBNW, its supplier, importer or producer, under which NBNW assigns to the Consumer certain rights or claims that go beyond what is legally required in the event that it has failed to comply fully with its part of the contract.
Section 10 – supply and implementation
No Black No White will take the greatest possible care when receiving, and in the execution of, orders for products. The place of delivery is deemed to be the address that the Consumer stipulates to NBNW. In accordance with the relevant provisions in section 4 of these general terms and conditions, NBNW shall fulfil orders accepted with reasonable speed, but a the latest within 20 days, unless a longer delivery period has been agreed. If delivery is delayed, or if the delivery cannot be implemented in full or at all, the Consumer will be notified accordingly no later than thirty days after the order was placed. In such a case, the Consumer shall have the right to terminate the contract, free of charge, and shall be entitled to compensation where relevant. After termination in accordance with the preceding section, NBNW will immediately refund the amount paid by the Consumer. The risk of damage to, and/or loss of, products lies with NBNW up to the moment of delivery to the Consumer or a previously appointed representative notified to NBNW, unless this has explicitly been agreed otherwise.
Section 11 – Duty of Investigation/Complaints
The Consumer must examine the Products as to correct quality and quantity in accordance with the contract terms agreed between the Parties within 8 days after delivery of the Products. In the event that the Consumer discovers a defect in the quantity and/or quality of the delivered Products, he or she must notify NBNW of the defect in writing immediately after discovery and no later than 8 days after delivery of the Products. If the Consumer demonstrates that he or she could not reasonably have avoided the defect (hidden defect), the Consumer must report the defect to NBNW in writing within 8 days of its discovery, or at least within 8 days after the defect could reasonably have been discovered. The written notification referred to in this article must contain as detailed as possible description of the defect. In addition, the Consumer must also specify the invoice number and the packing slip belonging to the delivery, so that NBNW can respond as adequately as possible to the complaint. In the event that a complaint is not reported within the period specified in this article and/or does not meet the requirements set out in this article, then all rights of the Consumer in respect of the detected defect or the detected shortcoming lapse by operation of law. If a complaint is upheld, whether or not by NBNW, NBNW has the choice to either remedy/repair or re-deliver the relevant part of the delivery to the Consumer or to send a credit note to the Consumer for the relevant part of the delivery, which is then considered to have been cancelled. If a complaint has been declared well-founded, the Consumer is not entitled to any form of compensation other than that indicated in the preceding sentence. The Consumer is only entitled to return products to NBNW after prior written approval of NBNW. Returns that were not preceded by a complaint and details pertaining to the complaint as well as written permission from NBNW are not permitted. In the event that the Consumer, contrary to these provisions, still returns the products or returns them without good reason, NBNW will keep these products, insofar as they are not refused by NBNW, at the disposal of the Consumer, and at the expense and risk of the Consumer. NBNW will keep these products without any acknowledgement of the correctness of a claim under a warranty on the part of the Consumer. The costs of return shipments will be charged to the Consumer. A complaint does not release the Consumer from his or her payment obligations.
Section 12 – Product or Services (if applicable)
Certain products or services may be available exclusively online through the website. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy.
NBNW have made every effort to display as accurately as possible the colors and images of our products that appear at the store. We cannot guarantee that your computer monitor’s display of any color will be accurate.
NBNW reserve the right, but is not obligated, to limit the sales of products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at anytime without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited.
NBNW do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.
Section 13 – Force Majeure
In these general terms and conditions force majeure pursuant to Book 6 Article 75 of the Dutch Civil Code is understood to mean, in addition to what is understood by this in law and case law, all external causes as well as the consequences thereof, foreseen or unforeseen, over which No Black No White cannot exercise any influence, but as a result of which NBNW is unable to fulfil its obligations or it is so burdensome and/or disproportionately expensive for NBNW to comply with its obligations that it cannot reasonably be expected to do so. Examples include strikes within the businesses of NBNW or of third parties, as well as extreme weather conditions, machine breakdowns, machine malfunctions, failures in the supply of energy and the circumstance that NBNW will not receive a performance that is important in connection with the performance to be delivered by itself, or will not receive such performance on time or properly. NBNW is also entitled to invoke force majeure if the circumstance preventing (further compliance with the Contract occurs after NBNW should have fulfilled its obligation). During the period that the force majeure persists, the Parties may suspend the obligations ensuing from the contract. If this period lasts longer than two months, then either NBNW or the Consumer is entitled to terminate the Contract, without any obligation to pay compensation to the other party. NBNW is entitled to claim payment in respect of everything performed by or on behalf of NBNW under the contract with the Consumer prior to the moment of force majeure.
Section 14 – Payment
Unless otherwise stipulated in the contract or additional conditions, the amounts due by the Consumer must be paid within 14 days after the start of the cooling-off period, or in the absence of a cooling-off period within 14 days after the conclusion of the contract. In the case of a consumer sale, the Consumer cannot be obliged to pay more than 50% in advance under the general terms and conditions. Where advance payment is stipulated, the Consumer cannot invoke any rights whatsoever with respect to the implementation of the relevant order or service(s) before the stipulated advance payment has been made. The Consumer is obliged to immediately notify NBNW of any inaccuracies in payment data provided or stated. NBNW accepts the following payment methods: iDeal, Paypal, Visa/Mastercard.
Section 15 – Consequences of late payment/collection costs
If the Consumer does not meet its payment obligations on time, and having been notified about the late payment by No Black No White being given a further period of 14 days in which to comply with its payment obligations, and after failing to make payment within this 14 day period, shall be liable to statutory interest on the outstanding debt and NBNW is entitled to charge the extrajudicial collection costs it has incurred. The maximum collection costs are: 15% on outstanding amounts up to €2,500; 10% on the subsequent €2,500, and 5% on the subsequent €5,000, with a minimum of €40. NBNW may deviate from the indicated amounts and percentages to the benefit of the Consumer. All products, delivered or waiting to be delivered, remain the exclusive property of NBNW, until all claims of NBNW against the Consumer at any time, including the claims mentioned in Book 3 Article 92 (2) of the Dutch Civil Code, have been paid in full. Until the ownership of the goods has been transferred to the Consumer, the Consumer may not resell, pledge or grant any other right to the goods to third parties.
Section 16 – Complaints Procedure
No Black No White has a well-publicized complaints procedure and handles the complaint in accordance with this complaints procedure. Complaints about the execution of the contract must be submitted to NBNW within a reasonable time after the Consumer has discovered the defects, fully and clearly described. Complaints lodged with NBNW shall be answered within a period of 14 days counting from the date of receipt. If it is expected that a complaint will require a longer processing time, NBNW will reply within 14 days, confirming receipt and specifying when the Consumer can expect a more detailed reply.
Section 17 – Liability
If it is established in law or otherwise that No Black No White is liable to the Consumer for loss suffered in connection with the contract, or on account of a wrongful act, or on account of any other reason, then this liability, including any payment obligation on the basis of Book 6 Articles 230 and/or 271 of the Dutch Civil Code, will at all times be limited in its entirety in the following manner:
*a) NBNW is not liable for loss arising from an assumption of NBNW based on incorrect data/files provided by or on behalf the Consumer;
*b) NBNW is not liable for any loss of profit, lost income, lost turnover, lost savings, damage due to business and other stagnation suffered by the Consumer;
*c) The liability of NBNW, including any payment obligation on the basis of Book 6 Articles 230 and/or 271 of the Dutch Civil Code, to the Consumer is at all times limited to the amount paid out under NBNW’s liability insurance in the relevant case;
*d) In the event that NBNW’s liability insurance – for whatever reason – does not pay out, NBNW’s liability. Including any payment obligation on the basis of Book 6 Articles 230 and/or 271 of the Dutch Civil Code, shall be limited to:
*e).the net value of the invoice in respect of the products to which the event giving rise to the loss relates or if several invoices relate to the event giving rise to the loss, the net value of the last of this series of invoices sent by NBNW to the Consumer prior to the moment the event giving rise to the loss occurred;
*f.or, if the event giving rise to the loss is not based on the delivery of products, or if no invoice has been sent for this, the net value of the last invoice sent by NBNW to the Consumer prior to the moment that the event giving rise to the loss occurred.
In the event that NBNW’s liability insurance – for whatever reason – does not pay out, NBNW’s total liability, including any payment obligation on the basis of Book 5 Article 230 and/or 271 of the Dutch Civil Code, to the Consumer in respect of attributable failure to perform properly, in full or time, or for any other reason – irrespective of the number of events causing loss – shall in no event exceed the net value of the last invoice sent by NBNW to the Consumer prior to the moment the loss-causing event occurred, on the understanding that NBNW’s total liability shall not exceed a maximum of €10,000. These limitations only do not apply in the event of intent or deliberate recklessness on the part of NBNW.
Loss for which NBNW can be held liable must be reported to NBNW in writing as soon as possible but not later than 15 days after its occurrence, under penalty of forfeiture of the right to compensation for this loss. This period shall not apply if the Consumer can demonstrate that there is a valid reason why this loss could not have been reported earlier. A liability claim against NBNW expires within 12 months after the Consumer has become aware of the even causing the loss or ought reasonably to have been aware of it.
Section 18 – Indemnity
The Consumer is liable for all damage, losses costs and expenses, including but explicitly not limited to lawyer’s fees, that NBNW or third parties suffer as a result of or in connection with a breach of the contract by Consumer, regardless of whether that damage is caused by the Consumer, his or her personnel or another legal entity or natural person or property for which NBNW is legally liable. The Consumer fully indemnifies NBNW against all third-party claims in respect of damage, losses, costs and expenses of third parties arising from or related to a breach of the contract by Consumer, including but explicitly not limited to claims as referred to in Book 6 Article 85 in conjunction with Article 190 of the Dutch Civil Code, as well as the threshold amounts referred to in those articles, as well as claims for (i) infringement of any intellectual property right in connection with the delivered goods. (ii) product liability, product safety and relevant worldwide legislation in the field of product liability, physical injury and/or death, (iii) loss or damage to goods, and/or (iii) alleged or actual violation by NBNW of any of the warranties, representations, obligations, liabilities and/or obligations contained in this Contract, arising out of or relating to the Contract and/or Products to their use and exploitation or arising out of or relating to NBNW’s acts or breaches under this contract.
If NBNW should be thereby be held liable by third parties, the Consumer is obliged to assist NBNW both in and out of court and to immediately do all that may be expected of him or her in the relevant situation. The Consumer shall ensure that he or she has adequate insurance to cover the execution risk as referred to above. The Consumer must demonstrate to NBNW on first request that he or she has fulfilled this obligation. The excess is at all times at the expense of the Consumer. If the Consumer can claim a payment under an insurance contract in connection with any possible liability towards NBNW, the Consumer must ensure that these payments are made directly to NBNW. Any potential payment to NBNW under an insurance contract concluded by the Consumer does not affect NBNW’s claims for damages against the Consumer, insofar as these exceed the payment. The Consumer is always obliged to do everything in his or her power to limit the loss. Should the Consumer remain in default in talking adequate measures, then NBNW shall be entitled to do so itself, without notice of default. All costs and damages on the part of the NBNW and third parties thereby arising, shall be fully at the account and risk of the Consumer.
Section 19 – Intellectual and industrial property Rights
The Consumer shall not, without the prior written consent of NBNW, use the name or brands of NBNW, not use any words, images, or symbols which in the opinion of the Consumer may imply the involvement of NBNW in, or its agreement to, any written or oral advertisement or presentation, logbook, plan, advice, brochure, newsletter, book or other published material prepared by NBNW. The supply of products by NBNW to the Consumer pursuant to a contract explicitly does not involve any transfer of any intellectual or industrial property right. All works that No Black No White makes available to the Consumer within the framework of the contract remain the property of NBNW. The Consumer will only use these works for the benefit of and in the context of the execution of the contract, within the scope of the contract, and may not reproduce, disclose, or make available to third parties in any way, in whole or in part, or be used in any other way without the prior express and written consent of NBNW. All intellectual and industrial property rights including but not limited to trademark, copyright, design and database rights, trade name rights, patent rights, which have been used or arose in the context of the execution of the contract and/or which are included in the Products or in an advice, including but not limited to products, production processes, applications, concepts, designs, drawings, inventions, models, techniques, works, methods, outcomes, creations, presentations, computer programs, know-how, data collections and other knowledge, belong exclusively to NBNW, unless agreed otherwise. The Consumer is not permitted to remove or change any indication concerning copyrights, brands, trade names or other intellectual and industrial property rights of the Products delivered by NBNW or the associated materials. The Consumer will always fully respect all intellectual and industrial property rights of NBNW.
Section 20 – Disputes
Contracts between No Black No White and the Consumer, to which these general terms and conditions apply, are governed exclusively by Dutch law, even if an obligation is wholly or partially carried out abroad or if the party involved in the legal relationship is domiciled there. The parties will not apply to the court until they have used their best endeavours to resolve any dispute by negotiation between them.
Section 21 – Additional or different provisions
Additional provisions or provisions that differ from these general terms and conditions may not be detrimental to the Consumer and should be recorded in writing, or such a way that the Consumer can store them in an accessible manner.