General conditions

Article 1 - Definitions. 

1. Mystery Kit, established in Volendam, KvK number 84913010, is referred to in these general terms and conditions as seller.  
2. Seller's counterparty shall be referred to as buyer in these general terms and conditions.  
3. The parties are seller and buyer together.  
4. Contract refers to the purchase agreement between the parties.  

Article 2 - Applicability of general conditions 

1. These terms and conditions apply to all quotations, offers, agreements and deliveries of services or goods by or on behalf of Seller.
2. Deviation from these terms and conditions is possible only if expressly agreed upon by the parties in writing.  

Article 3 - Payment 

1. The full purchase price is always paid immediately in the webshop. For reservations, in some cases a down payment is expected. In that case, the buyer will receive proof of the reservation and the advance payment.  
2. If buyer does not pay on time, he shall be in default. If buyer remains in default, seller is entitled to suspend obligations until buyer has fulfilled his payment obligation.  
3. If the buyer remains in default, the seller will proceed with collection. The costs related to such collection shall be borne by the buyer. These collection costs will be calculated on the basis of the Decree on compensation for extrajudicial collection costs.  
4. In the event of liquidation, bankruptcy, attachment or suspension of payment of the buyer, the seller's claims against the buyer shall be immediately due and payable.
5. If the buyer refuses to cooperate with the seller's execution of the order, he is still obliged to pay the agreed price to the seller.  

Article 4 - Offers, quotations and price 

1. Offers are non-binding unless the offer specifies a deadline for acceptance. If the offer is not accepted within that stated period, the offer will lapse. 
2. Delivery times in quotations are indicative and if exceeded do not entitle the buyer to rescission or damages, unless the parties have expressly agreed otherwise in writing.  
3. Offers and quotations do not automatically apply to repeat orders. The parties must agree this expressly and in writing. 
4. The price stated on offers, quotations and invoices consists of the purchase price including the VAT and any other government taxes due. 
5. The monthly social media giveaway promotion is only valid with a minimum of 5 participants.

Article 5 - Right of withdrawal

1. After receiving the order, the consumer has the right to dissolve the agreement within 14 days without giving reasons (right of withdrawal). The period starts from the moment the (entire) order is received by the consumer. 
2. There is no right of withdrawal when the products are custom-made to his specifications or have only a short shelf life.
3. The consumer may use a seller's withdrawal form. Seller is obliged to make this available to buyer immediately after buyer's request.  
4. During the reflection period, the consumer will handle the product and its packaging with care. He will only unpack or use the product to the extent necessary to assess whether he wishes to keep the product. If he exercises his right of withdrawal, he will return the unused and undamaged product with all delivered accessories and - if reasonably possible - in the original shipping packaging to the seller, in accordance with the reasonable and clear instructions provided by the entrepreneur. 
5. If the product is found to be defective, the consumer has the right to return the product up to one month from the date of purchase, provided that it can be proven that the defect was not caused by the consumer. The defective product must be unused and undamaged, and must be returned with all delivered accessories and, if reasonably possible, in the original shipping package. Seller reserves the right to assess the defect and upon approval of the return, will refund the purchase price or provide a replacement product, at the consumer's option.

Article 6 - Modification of the agreement

1. If, during the execution of the agreement, it appears that for a proper execution of the assignment it is necessary to modify or supplement the work to be performed, the parties shall adjust the agreement accordingly in a timely manner and by mutual agreement. 
2. If the parties agree that the agreement will be amended or supplemented, the time of completion of execution may be affected as a result. Seller shall inform buyer of this as soon as possible.  
3. If the amendment or supplement to the Agreement has financial and/or qualitative consequences, Seller shall inform Buyer in writing in advance.  
4. If the parties have agreed on a fixed price, the seller shall indicate the extent to which the amendment or supplement to the agreement will result in an excess of this price.  
5. Notwithstanding the provisions of the third paragraph of this article, the seller cannot charge additional costs if the change or supplement is the result of circumstances attributable to him.  

Article 7 - Delivery and transfer of risk.

1. Once the purchased item is received by the buyer, the risk passes from the seller to the buyer.   

Article 8 - Examination and complaints

1. The Buyer shall be obliged to examine the delivered goods, or have them examined, at the time of delivery or transfer, but in any event within as short a period as possible. In doing so, the Buyer must examine whether the quality and quantity of the goods delivered are in accordance with what the parties have agreed, or at least whether the quality and quantity meet the requirements applicable to them in normal (commercial) dealings. 
2. Complaints relating to damage, shortages or loss of delivered goods must be submitted to Seller in writing within 10 working days from the day of delivery of the goods by Buyer. 
3. If the complaint is upheld within the specified period, the seller has the right to either repair, redeliver, or abandon delivery and send the buyer a credit note for that portion of the purchase price. 
4. Minor and/or industry-standard deviations and differences in quality, number, size or finish cannot be held against the seller. 
5. Complaints regarding a particular product do not affect other products or parts belonging to the same agreement. 
6. No claims will be accepted after the goods have been processed at the buyer's premises. 

Article 9 - Samples and models

1. If a sample or model has been shown or provided to the buyer, it is assumed to have been provided as an indication only, without the item to be delivered having to correspond to it. This is different if the parties have expressly agreed that the item to be delivered will correspond to it. 
2. In contracts relating to immovable property, mention of the area or other dimensions and indications shall likewise be presumed to be intended only as an indication, without the property to be delivered having to correspond thereto. 

Article 10 - Delivery

1. Delivery is "ex-factory/shop/warehouse. This means that all costs are for buyer.
2. The Buyer shall be obliged to take delivery of the goods at the time that the Seller delivers them to him or has them delivered, or at the time when these goods are made available to him in accordance with the agreement.
3. If buyer refuses to take delivery or is negligent in providing information or instructions necessary for delivery, seller is entitled to store the item at buyer's expense and risk. 
4. If the goods are delivered, the seller is entitled to charge any delivery costs. 
5. If the seller requires data from the buyer for the execution of the agreement, the delivery time shall commence after the buyer has made such data available to the seller. 
6. A deadline for delivery given by the seller is indicative. It is never a deadline. If the term is exceeded, the buyer must give the seller written notice of default. 
7. The Seller shall be entitled to deliver the goods in parts, unless the parties have agreed otherwise in writing or the partial delivery does not have any independent value. In the event of delivery in parts, the Seller shall be entitled to invoice these parts separately. 

Article 11 - Force majeure

1. If the seller is unable to fulfill its obligations under the agreement, in a timely manner or properly due to force majeure, it shall not be liable for damages suffered by the buyer.   
2. By force majeure the parties shall in any case mean any circumstance which the Seller could not take into account at the time of entering into the Agreement and as a result of which the normal performance of the Agreement cannot reasonably be required by the Buyer, such as, for example, illness, war or threat of war, civil war and insurrection, acts of war, sabotage, terrorism, energy failure, flooding, earthquake, fire, occupation of premises, strikes, lockouts, altered government measures, transport difficulties, and other disturbances in the Seller's business.  
3. Furthermore, the parties shall mean by force majeure the circumstance that supplying companies on which the seller depends for the execution of the agreement do not comply with the contractual obligations to the seller, unless this is attributable to the seller.  
4. If a situation as referred to above occurs as a result of which Seller cannot fulfill its obligations to Buyer, those obligations shall be suspended for as long as Seller cannot fulfill its obligations. If the situation referred to in the previous sentence has lasted for 30 calendar days, the parties shall be entitled to dissolve the agreement in writing in whole or in part.
5. In case the force majeure continues for more than three months, buyer has the right to dissolve the agreement with immediate effect. Dissolution can only be done by registered letter.

Article 12 - Transfer of rights

1. Rights of a party under this agreement cannot be transferred without the prior written consent of the other party. This provision counts as a clause with property law effect as referred to in article 3:83, second paragraph, Civil Code.  

Article 13 - Retention of title and lien

1. The goods present at seller and delivered goods and parts shall remain seller's property until buyer has paid the entire agreed price. Until that time, Seller may invoke its retention of title and repossess the goods.  
2. If the agreed amounts to be paid in advance are not paid or not paid on time, the seller shall be entitled to suspend the work until the agreed part is still paid. There is then a creditor's default. Delayed delivery cannot be held against the seller in this case.  
3. Seller is not authorized to pledge or otherwise encumber the items subject to its retention of title.
4. The Seller undertakes to insure and keep insured the goods delivered to the Buyer under retention of title against fire, explosion and water damage as well as theft and to make the policy available for inspection on first request.  
5. If goods have not yet been delivered, but the agreed advance payment or price has not been paid in accordance with agreement, the seller has the right of retention. The goods will then not be delivered until the buyer has paid in full and in accordance with the agreement.  
6. In the event of liquidation, insolvency or suspension of payment of Buyer, Buyer's obligations shall become immediately due and payable.  

Article 14 - Liability 

1. Any liability for damages arising from or related to the performance of an agreement shall always be limited to the amount paid out in the relevant case by the liability insurance(s) taken out. This amount shall be increased by the amount of the excess according to the relevant policy.  
2. Not excluded is Seller's liability for damages resulting from intentional or deliberate recklessness of Seller or its executive subordinates.

Article 15 - Duty to complain

1. Buyer is obliged to report complaints about the work performed to Seller immediately. The complaint shall contain as detailed a description of the shortcoming as possible, so that Seller is able to respond adequately.  
2. If a complaint is justified, the seller is obliged to repair and possibly replace the good.

Article 16 - Warranties

1. If the agreement includes warranties, the following shall apply. Seller warrants that the sold item complies with the agreement, that it will function without defects and that it is suitable for the use that buyer intends to make of it. This warranty applies for a period of two calendar years after receipt of the sold item by the buyer. 
2. The guarantee referred to is intended to create an allocation of risks between the seller and the buyer such that the consequences of a breach of a guarantee are always entirely for the seller's account and risk and that the seller can never invoke Article 6:75 of the Dutch Civil Code with regard to a breach of a guarantee. The provisions of the previous sentence also apply if the Buyer was aware or could have been aware of the breach by conducting an investigation. 
3. The said warranty does not apply when the defect has arisen as a result of injudicious or improper use or when - without permission - buyer or third parties have made or attempted to make changes or have used the purchased item for purposes for which it is not intended. 
4. If the warranty provided by Seller relates to an item manufactured by a third party, the warranty is limited to the warranty provided by that manufacturer.
    

Article 17 - Intellectual property 

1. Mystery Kit retains all intellectual property rights (including copyright, patent, trademark, design and model rights, etc.) in all products, designs, drawings, writings, carriers containing data or other information, quotations, images, sketches, models, models, etc., unless the parties have agreed otherwise in writing. 
2. The customer may not copy, display and/or make available to third parties or otherwise use said intellectual property rights without the prior written consent of Mystery Kit .

Article 18 - Modification of general conditions

1. Mystery Kit is entitled to amend or supplement these general terms and conditions. 
2. Changes of minor importance may be made at any time. 
3. Major substantive changes will Mystery Kit discuss with the customer in advance whenever possible.
4. Consumers are entitled to terminate the contract in the event of a material change in the general terms and conditions.

Article 19 - Applicable law and competent court

1. Any agreement between the parties shall be governed exclusively by the laws of the Netherlands. 
2. The Dutch court in the district where Mystery Kit is located has exclusive jurisdiction to hear any disputes between the parties, unless otherwise required by mandatory law.
3. The applicability of the Vienna Sales Convention is excluded.
4. If one or more provisions of these general terms and conditions are found to be unreasonably onerous in legal proceedings, the remaining provisions shall remain in full force and effect.  

Article 20 - Attribution

These terms and conditions were created with the assistance of Rocket Lawyer (https://www.rocketlawyer.com/nl/nl).