Terms & conditions

Terms and Conditions Portofbrands.nl (subsidiary of 7TEEN8 B.V.),

Created on May 27, 2020. As a translation of the Dutch document. The Dutch document is leading.
https://www.portofbrands.nl/nl/service/general-terms-conditions/

Terms and Conditions Portofbrands.nl (subsidiary of 7TEEN8 B.V.), registered in The Hague, Hellingweg 98D, 2583WH, with trade register number 74968041. 

 

1. Definitions

In these Terms and Conditions the following terms have the following meaning, unless specified otherwise.

Terms and Conditions: The terms and conditions laid down below.

Portofbrands.nl: Portofbrands.nl (subsidiary of 7TEEN8 B.V.), with trade register number 74968041.

Agreement: each agreement made between Portofbrands.nl and the counterparty.

Product: everything within the scope of this agreement made between Portofbrands.nl and the counterparty.

Discount code: A discount code, which meets the right security features, and for which, if used correctly, the other party obtains the product at a discount.

The Other Party: The person who has accepted these General Terms and Conditions and has purchased the Product.

2. Scope

2.1       These General Terms and Conditions apply to every offer, quotation and Agreement concluded between Portofbrands.nl and the Other Party, unless parties have explicitly deviated from these General Terms and Conditions in writing.

2.2       These General Terms and Conditions also apply to agreements with Portofbrands.nl, when third parties must be involved in the execution of this agreement.

2.3       The applicability of any purchase or other general terms and conditions of the other party is expressly rejected.

2.4       If it is found that one or more provisions in these General Terms and Conditions are void or can be made void, then the General Terms and Conditions will remain in effect for everything else. In the event of this situation, Portofbrands.nl and the Other Party will consult with the aim of agreeing new provisions to replace the void or voided provisions.

2.5       Deviations from the Agreement and General Terms and Conditions are only valid if they have been expressly agreed in writing with Portofbrands.nl.

2.6       If Portofbrands.nl does not always require strict compliance with these conditions, this does not mean that the provisions thereof do not apply, or that Portofbrands.nl would lose the right to otherwise require strict compliance with the provisions of these conditions.

3. Offers and/or quotations

3.1       Offers and / or quotations are made in writing and / or electronically, unless urgent circumstances make this impossible.

3.2       All offers and / or quotations from Portofbrands.nl are without obligation, unless the offer and / or offer contains a term for acceptance or the items to which the offer and / or offer relates have already been sold. If a period for acceptance has been set in the offer and / or quotation, the offer and / or quotation will expire when this period has ended.

3.3       The offer and / or quotation is valid while there is enough supply.

3.4       Portofbrands.nl cannot be held to its offers and / or quotations if the Other Party has understood, fairly, reasonably, and according to what is generally accepted, that the offer and / or quotation or a part thereof contains an obvious error or mistake.

3.5       If the acceptance, whether or not on minor points, deviates from the offer included in the offer and / or quotation, Portofbrands.nl is not bound by it. The Agreement will then not be concluded in accordance with offer that deviates, unless Portofbrands.nl indicates otherwise.

3.6       A compound quotation does not oblige Portofbrands.nl to deliver part of the goods included in the offer and / or quotation at a corresponding part of the stated price.

3.7       Offers and / or quotations do not automatically apply to future orders or repeat orders.

4. Conclusion of the contract

The Agreement is concluded through timely acceptance by the Other Party of the offer and / or quotation of Portofbrands.nl.

5. Contract termination

Portofbrands.nl and the Other Party can terminate the Agreement at any time by mutual consent.

6. Cancellation agreement

6.1 The Other Party has the right to cancel the Agreement within fourteen days after the Agreement has been concluded.

6.2 In the event of cancellation, Portofbrands.nl will charge the costs already incurred. Portofbrands.nl will provide the Other Party with an overview of these costs.

6.3 In addition, in case of cancellation, Portofbrands.nl has the right to charge 35% of the agreed compensation as the equivalent of lost profit.

6.4 In the event of force majeure as set out in article 21 of these General Terms and Conditions, the Other Party is not obliged to pay the full Fee.

7. Duration of the agreement

The Agreement is entered into for a definite period, unless the nature of the Agreement dictates otherwise or if the parties have expressly agreed otherwise in writing.

8. Amendments

8.1 If during the execution of the Agreement it appears that for a proper execution it is necessary to change or supplement the Agreement, Portofbrands.nl will inform the Other Party as soon as possible. The parties will then proceed to amend the Agreement in time and in mutual consultation.

8.2 If the parties agree that the Agreement will be changed or supplemented, the time of completion of the execution may be influenced by this. Portofbrands.nl will inform the Other Party of this as soon as possible.

8.3 If the amendment or addition to the Agreement will have financial, quantitative and / or qualitative consequences, Portofbrands.nl will inform the Other Party in advance.

8.4 If a fixed price has been agreed, Portofbrands.nl will indicate to what extent the change or addition to the Agreement will affect the price. Portofbrands.nl will try, as far as possible, to make a quotation in advance.

8.5 Portofbrands.nl will not be able to charge additional costs if the change or addition is the result of circumstances that can be attributed to Portofbrands.nl.

8.6 Changes in the originally concluded Agreement between the Other Party and Portofbrands.nl are only valid from the moment that these changes have been accepted in writing by both parties through an additional or amended Agreement.

9. Execution of the agreement

9.1 Portofbrands.nl has the right to have the Agreement executed by third parties.

9.2 Portofbrands.nl has the right to execute the Agreement in phases.

9.3 If the Agreement is executed in phases, Portofbrands.nl has the right to invoice each executed part separately and to demand payment for this.

9.4 If the Agreement is executed in phases, Portofbrands.nl has the right to suspend the execution of those parts that belong to the next phase or phases until the Other Party has approved the results of the preceding phase in writing.

9.5 If and as long as this invoice is not paid by the Other Party, Portofbrands.nl is not obliged to perform the next phase and has the right to suspend the Agreement.

9.6 The Other Party will timely provide Portofbrands.nl with all information or instructions that are necessary for the execution of the Agreement or which the Other Party should reasonably understand to be necessary for the execution of the Agreement.

9.7 If the previous information and instructions are not provided or are not provided in time, Portofbrands.nl has the right to suspend the execution of the Agreement. The additional costs incurred by the delay are for the account of the Other Party.

10. Prices

10.1 Prices are expressed in euros, excluding VAT and other government levies, unless otherwise indicated.

10.2 Of all additional costs, Portofbrands.nl will notify the Other Party in good time before concluding the Agreement or provide information on the basis of which these costs can be calculated by the Other Party.

11. Price change

11.1 If Portofbrands.nl agrees on a fixed price with the Other Party when concluding the Agreement, Portofbrands.nl is entitled to increase the price, even if the price was originally not given with reservation.

11.2 If Portofbrands.nl intends to change the price, it will inform the Other Party as soon as possible.

11.3 If a price increase takes place within three months after the conclusion of the Agreement, the Other Party can dissolve the Agreement by means of a written statement, unless:

- the price increase arises from a legal obligation Portofbrands.nl has to comply with;

- the price increase is caused by an increase in the price of raw materials, wages, etc. or on other grounds that were not reasonably foreseeable when the Agreement was entered into;

- Portofbrands.nl is still prepared to execute the Agreement on the basis of the originally agreed upon agreement;

- it is stipulated that the delivery will take place more than three months after the purchase.

11.4 The Other Party is entitled to dissolve the Agreement if the price is increased more than three months after the conclusion of the Agreement, unless it has been stipulated in the Agreement that delivery will take place more than three months after the purchase.

12. Delivery

12.1 Delivery takes place because the item is made available to the Other Party. After delivery, the risk is transferred to the Other Party.

12.2 Delivery takes place at the location of Portofbrands.nl or at the address specified by the Other Party, unless otherwise agreed.

12.3 The Other Party is obliged to purchase the purchased items at the time when they are available or made available to him.

12.4 If at the place of delivery the Other Party refuses to accept the item or is negligent in providing information or instructions that are necessary for the delivery, the goods intended for delivery will be stored at the Other Party's risk and expense. In that case, the Other Party will owe all additional costs.

13. Delivery times

13.1 The delivery will take place within a period specified by Portofbrands.nl.

13.2 Portofbrands.nl will always state the delivery times for the relevant item on the website.

13.3 If a term has been agreed or stated for the delivery of the item, this term is only indicative and can never be regarded as a strict deadline.

13.4 If Portofbrands.nl needs information or instructions from the Other Party that are necessary for the delivery, the delivery time starts after the Other Party has provided Portofbrands.nl.

13.5 If the delivery term is exceeded, the Other Party must declare Portofbrands.nl to be in default in writing, whereby Portofbrands.nl will still be offered a reasonable period to deliver the item.

A notice of default is not necessary if the delivery has become permanently impossible or it has otherwise become apparent that Portofbrands.nl will not fulfill its obligations under the Agreement. If Portofbrands.nl does not deliver within this period, the Other Party has the right to dissolve the Agreement without judicial intervention and / or to demand compensation.

14. Transfer of risk

14.1 The goods that are the subject of the Agreement are available to the Other Party at the expense and risk of Portofbrands.nl.

14.2 The risk of loss, damage or depreciation of items that are the subject of the Agreement passes to the Other Party when items are available to the Other Party or a third party to be designated by the Other Party.

15. Payment

15.1 Payment must be made in a manner indicated by Portofbrands.nl within the period stated on the invoice and in the currency in which it was invoiced, unless agreed otherwise.

15.2 Portofbrands.nl and the Other Party can agree that payment is made in installments. If payment in installments has been agreed, the Other Party must pay in accordance with the installments and percentages as laid down in the Agreement.

15.3 The Other Party is not authorized to deduct any amount due from a counterclaim it has made.

15.4 Objections to the amount of the invoice do not suspend the payment obligation.

15.5 After the expiry of the payment term stated on the relevant invoice, the Other Party will be in default by operation of law without notice of default. The Other Party owes interest of 2% per month on the amount due from the moment of default, unless the statutory interest is higher.

In the event of bankruptcy, moratorium or receivership, the claims of Portofbrands.nl and the obligations of the Other Party towards Portofbrands.nl are immediately due and payable.

16. Collection costs

16.1 If the Other Party is in default or omission in the (timely) fulfillment of its obligations, then all reasonable costs incurred in obtaining payment in court will be borne by the Other Party. In any case, the Other Party owes the collection costs.

16.2 With regards to extrajudicial (collection) costs, Portofbrands.nl, in deviation from Article 6:96 paragraph 5 of the Dutch Civil Code and the Decree on compensation for extrajudicial collection costs, is entitled to a compensation of 15% of the total outstanding principal with a minimum of € 90 for every invoice that is not fully or partially paid.

16.3 Any reasonable judicial costs and execution costs incurred will also be borne by the Other Party's.

17. Discount code

17.1 A discount code can only be used at Portofbrands.nl.

The Other Party must keep the discount code carefully. No compensation will be made in case of loss.

17.2 A discount code is only valid during the period of validity. The validity period is stated in the newsletter in which the discount code is provided.

17.3 Vouchers cannot be returned or exchanged for cash.

18. Retention of title

18.1 All goods delivered by Portofbrands.nl in the context of the Agreement remain the property of Portofbrands.nl until the Other Party has properly fulfilled and fully paid what it owes under the Agreement.

18.2 The amount due also includes: the reimbursement of all costs and interest, including earlier and later deliveries and services rendered, as well as claims for damages due to failure to perform.

18.3 As long as the ownership of the delivered goods has not passed to the Other Party, the Other Party may not resell, pledge or encumber in any other way what falls under the retention of the title.

19. Suspension

19.1 If the Other Party does not fully or timely fulfill an obligation under the Agreement, Portofbrands.nl has the right to suspend the fulfillment of the corresponding obligation. In the event of partial or improper fulfillment, suspension is only permitted insofar as the shortcoming justifies this.

19.2 Furthermore, Portofbrands.nl is authorized to suspend the fulfillment of the obligations if:

- after the conclusion of the Agreement Portofbrands.nl has come to knowledge of circumstances that give good reason to fear that the Other Party will not fulfill its obligations;

- the Other Party was requested when entering into the Agreement to provide security for the fulfillment of its obligations under the Agreement and this security is not provided or is insufficient;

- circumstances arise which are of such a nature that fulfillment of the Agreement is impossible or that unaltered maintenance of the Agreement cannot reasonably be required of Portofbrands.nl.

19.3 Portofbrands.nl reserves the right to claim damages.

20. Dissolution

20.1 If the Other Party does not fully, not timely or properly fulfill an obligation under the Agreement, Portofbrands.nl is entitled to dissolve the Agreement with immediate effect, unless the shortcoming does not justify termination in view of its minor significance.

20.2 Furthermore, Portofbrands.nl is authorized to dissolve the Agreement with immediate effect if:

- after the conclusion of the Agreement Portofbrands.nl has come to knowledge of circumstances that give good reason to fear that the Other Party will not fulfill its obligations;

- the Other Party was requested when entering into the Agreement to provide security for the fulfillment of its obligations under the Agreement and this security is not provided or is insufficient;

- due to the delay on the part of the Other Party, Portofbrands.nl can no longer be required to fulfill the Agreement under the originally agreed conditions;

- circumstances arise that are of such a nature that fulfillment of the agreement is impossible or that unaltered maintenance of the agreement cannot reasonably be required of Portofbrands.nl;

- the Other Party is declared bankrupt, applies for a moratorium, requests application of the debt rescheduling for natural persons, is confronted with a seizure of all or part of its property;

- the Other Party is placed under guardianship;

- the Other Party dies.

20.3 Dissolution takes place by means of written notification without judicial intervention.

20.4 If the Agreement is dissolved, the claims of Portofbrands.nl on the Other Party will become immediately due and payable.

20.5 If Portofbrands.nl dissolves the agreement on the grounds set out in article 20.2 of these General Terms and Conditions, Portofbrands.nl is not liable for any costs or compensation.

20.6 If the dissolution is attributable to the Other Party, the Other Party is liable for the damage suffered by Portofbrands.nl.

21. Force majeure

21.1 A shortcoming cannot be attributed to Portofbrands.nl or the Other Party, when the shortcoming is not its fault, nor is it caused by law, legal act or prevailing views. In this case, the parties are also not obliged to fulfill the obligations arising from the Agreement.

21.2 Force majeure in these General Terms and Conditions is understood to mean in addition to what is understood by Law and case Law, all external causes, foreseen or not foreseen, on which Portofbrands.nl cannot exert influence and as a result of which Portofbrands.nl is unable to fulfill the obligations.

21.3 The following circumstances are considered as force majeure: exclusion, fire, water damage, natural disasters or other external calamities, mobilization, war, traffic barriers, blockades, import or export barriers or other government measures, stagnation or delay in the supply of raw materials or machine parts. , as well as any circumstance, as a result of which the normal course of business is hindered, as a result of which the fulfillment of the Agreement by Portofbrands.nl cannot reasonably be expected from the Other Party.

21.4 Portofbrands.nl also has the right to invoke force majeure if the circumstance preventing (further) fulfillment of the Agreement occurs after Portofbrands.nl should have fulfilled its obligation.

21.5 In case of force majeure, the parties are not obliged to continue the Agreement, nor are they obliged to pay any compensation.

21.6 Both Portofbrands.nl and the Other Party can suspend all or part of the obligations under the Agreement during the period that the force majeure continues. If this period lasts longer than two months, both parties are entitled to dissolve the Agreement with immediate effect, by means of written notification, without judicial intervention, without the parties being able to claim any compensation.

21.7 If the situation of force majeure is temporary, Portofbrands.nl reserves the right to suspend the agreed performance for the duration of the force majeure situation. In case of permanent force majeure, both parties are entitled to dissolve the Agreement out of court.

21.8 If, at the time of force majeure, Portofbrands.nl has partially fulfilled or will be able to fulfill its obligations under the Agreement, and the part fulfilled or to be fulfilled has independent value, Portofbrands.nl is entitled to have it already fulfilled or invoice the part to be fulfilled separately. The Other Party is obliged to pay this invoice as if it were a separate Agreement.

22. Guarantees

22.1 Portofbrands.nl guarantees that the delivered goods comply with the agreement. Portofbrands.nl also guarantees that the goods delivered meet the usual requirements and standards that can reasonably be set for them and that the goods have properties that, taking all circumstances into account, are necessary for normal use.

22.2 The warranty indicated in these General Terms and Conditions applies to use within and outside the Netherlands.

22.3 The warranty applies for a period of 3 months after the date of delivery, unless the nature of the matter dictates otherwise or the parties have agreed otherwise. After the warranty period, all costs for repair or replacement, including administration, shipping and call-out costs, will be charged to the Other Party.

22.4 If the delivered item has been produced by a third party, the guarantee provided by this third party applies, unless stated otherwise.

22.5 If the delivered Product does not meet the warranty, Portofbrands.nl will, after mentioning this, replace or repair the Product free of charge within a reasonable period of receipt.

When the warranty period has expired, all costs for repair or replacement, including administration, shipping and call-out costs, charged to the Other Party.

22.6 Any form of warranty lapses if a defect has arisen as a result of improper use or lack of care, or if it is the result of changes that have been made to the delivered product by the Other Party or third parties. Portofbrands.nl does not guarantee any damage that may arise as a result of these defects. The guarantee also lapses if the defect is caused by or is the result of circumstances which Portofbrands.nl cannot influence. These circumstances include weather conditions.

23. Research and advertising

23.1 The Other Party is obliged to inspect the delivered goods at the time of delivery, but in any case within 7 days after delivery. In doing so, the Other Party must examine whether the quality and quantity of the delivered goods correspond with what has been agreed, or at least meet the requirements that apply to them in normal trade.

23.2 Visible defects and shortages must be reported in writing to Portofbrands.nl within 7 days after delivery of the Product. The defective Product must be returned together with the proof of purchase, unless this is impossible or unreasonably onerous.

Invisible defects and shortcomings should be reported to Portofbrands.nl within 7 days of their discovery. The defective Product must be returned together with the proof of purchase, unless this is impossible or unreasonably onerous.

23.3 The right to (partial) refund of the price, repair or replacement of the Product or compensation will lapse if defects are not reported within the set period, unless a longer period arises from the nature of the Product or from circumstances at hand.

23.4 The payment obligation will not be suspended if the Other Party informs Portofbrands.nl of the defective matter within the set term.

23.5 If a complaint is lodged in time, the Other Party remains obliged to purchase and pay for the items purchased, unless no independent value can be attributed to them.

24. Liability

24.1 Portofbrands.nl is only liable for direct damage caused by deliberate recklessness or intent on the part of Portofbrands.nl. Direct damage should only be understood to mean:

- material damage to the property of the Other Party;

- reasonable costs incurred by the Other Party to determine liability and (the extent of the direct) damage;

- reasonable costs, which the Other Party has reasonably made, and could and should reasonably incur, to prevent or limit the damage, insofar as the Other Party demonstrates that these costs have led to a limitation of the direct damage;

- reasonable costs that the Other Party has reasonably incurred to obtain payment out of court, as referred to in Section 6:96 (2) (c) of the Dutch Civil Code.

24.2 Portofbrands.nl is never liable for indirect damage, including in any event consequential damage, loss of profit, missed savings, business interruption or immaterial damage of the Other Party.

24.3 Portofbrands.nl is not liable for damage, of whatever nature, because Portofbrands.nl has assumed incorrect and / or incomplete information provided by the Other Party, unless this should be known to Portofbrands.nl as incorrect or incomplete.

24.4 The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence of Portofbrands.nl or its senior subordinates.

24.5 Portofbrands.nl is not liable for mutilation, destruction, theft or loss of data or documents.

24.6 If Portofbrands.nl is liable for any damage, the liability of Portofbrands.nl is limited to the amount up to once the amount stated in the invoice or to the amount to which the insurance affiliated with Portofbrands.nl entitles, plus the deductible that Portofbrands.nl bears in accordance with the insurance.

24.7 The Other Party must report the damage for which Portofbrands.nl can be held liable to Portofbrands.nl as soon as possible, but in any event within ten days after the damage arises, under penalty of forfeiture of any compensation right of this damage.

24.8 Any liability claim against Portofbrands.nl lapses within one year after the Other Party has become aware of the damaging fact or could reasonably have been aware of it.

25. Indemnity

25.1 The Other Party indemnifies Portofbrands.nl against any claims from third parties that suffer damage in connection with the performance of the Agreement and which is attributable to the Other Party.

25.2 If Portofbrands.nl should be sued by third parties, the Other Party is obliged to assist Portofbrands.nl both in and out of court. All costs and damage on the part of Portofbrands.nl and third parties are further for the account and risk of the Other Party.

26. Limitation period

Contrary to the statutory limitation periods, all claims against Portofbrands.nl and third parties engaged by Portofbrands.nl are subject to a one-year limitation period.

27. Intellectual property

27.1 Portofbrands.nl reserves the rights and powers vested in it under the Copyright Act and other intellectual laws and regulations.

27.2 Portofbrands.nl reserves the right to use any knowledge gained through the execution of the work for other purposes, insofar as no confidential information is disclosed to third parties.

28. Confidentiality

Both Portofbrands.nl and the Other Party are obliged, for the duration of and after the termination of the Agreement, to maintain confidentiality with regard to all facts and data about the matters of which they know or can reasonably suspect that they are confidential. This duty of confidentiality also includes all information about employees, customers, clients and other business contacts that have become known pursuant to the Assignment.

29. Privacy and cookies

29.1 The data and information that the Other Party provides to Portofbrands.nl will be kept carefully and confidentially by Portofbrands.nl.

Portofbrands.nl acts in accordance with the GDPR which is effective from May 25, 2018. Under the GDPR, Portofbrands.nl will keep a register of data processing activities.

29.2 The Other Party has the right of inspection, the right to correction and the right to have the personal data transferred removed.

29.3 When visiting the website, Portofbrands.nl may collect information from the Other Party about the use of the website by means of cookies. The information that Portofbrands.nl collects through cookies can be used for functional and analytical purposes.

29.4 Portofbrands.nl may only use the Other Party's personal data in the context of the fulfillment of its delivery obligation or the handling of a complaint. Portofbrands.nl is not permitted to lend, rent, sell or in any way disclose the other party's personal data.

29.5 Portofbrands.nl may only use the Other Party's personal data for necessary specific purposes.

29.6 Portofbrands.nl will not store the personal data longer than necessary.

29.7 The Other Party is entitled to file a complaint with the Dutch Data Protection Authority regarding his / her personal data. The Dutch Data Protection Authority is obliged to handle this complaint.

29.8 The Other Party agrees that Portofbrands.nl approaches the Other Party for statistical research or customer satisfaction research. If the Other Party does not want to be approached for an investigation, the Other Party can make this known.

30. Change of general terms and conditions

30.1 Portofbrands.nl has the right to unilaterally change these general terms and conditions.

30.2 Changes will also apply to agreements already concluded.

30.3 Portofbrands.nl will notify the Other Party of the changes by e-mail.

30.4 The changes to the general terms and conditions will take effect after 30 days after the Other Party has been notified of the changes.

30.5 If the Other Party does not agree with the announced changes, the Other Party has the right to dissolve the agreement.

31. Applicable law and disputes

31.1 All legal relationships to which Portofbrands.nl is a party are exclusively governed by Dutch law. This also applies if an obligation is performed in whole or in part abroad or if the Other Party is domiciled abroad.

31.2 The applicability of the Vienna Sales Convention is excluded.

31.3 Disputes between Portofbrands.nl and the Other Party will only be submitted to the Court of The Hague, unless the law prescribes otherwise.

These General Terms and Conditions have been filed with the Chamber of Commerce under number 74968041.