Article 1 Applicability and Definitions
1.1 In these general terms and conditions the following terms have the following meanings:
Protective Supply (“us / our”): Protective Supply B.V., user of these general terms and conditions.
Website: The websites of Protective Supply B.V., as stated under ‘contact details’.
The other party: the natural person or legal person, acting in the exercise of a profession or business, who offers us in accordance with paragraph 2 of this article receive or conclude agreements with us.
The consumer: the natural person, not acting in the course of a profession or business, who concludes contracts with us.
Parties: Protective Supply and the other party / consumer jointly.
1.2 These general terms and conditions apply to all our offers and all agreements concluded with Protective Supply. These conditions also apply to all our services, including advice, deliveries and information provided.
1.3 The applicability of the other party’s general terms and conditions is hereby expressly rejected, unless they have been expressly accepted in writing by Protective Supply.
1.4 The other party or consumer who has once concluded an agreement with Protective Supply of which the present terms and conditions were part, agrees that the following terms and conditions also apply to the following contracts.
1.5 Terms by or on behalf of the other party that deviate from these conditions are only binding if they have been agreed in writing / electronically.
1.6 Protective Supply has the right to unilaterally change the general terms and conditions. Protective Supply informs the other party or consumer in writing / electronically of the amended general terms and conditions, by forwarding these to the other party / consumer and / or referring the other party / consumer to the location. If the other party / consumer does not reject the amended general terms and conditions within 7 working days, the amended general terms and conditions will have legal force, including on existing agreements.
1.7 These general terms and conditions will always be made available to the other party or consumer before the conclusion of an agreement. This includes making these terms and conditions electronically available on the Protective Supply website.
1.8 Where these general terms and conditions refer to “counterparty / consumer”, the provisions always apply to both professionally acting parties and consumers. Where in these general terms and conditions reference is made to “counterparty” or “consumer” separately, the relevant provisions are only intended for a consumer or counterparty.
1.9 In the event that one or more provisions from these conditions should prove to be invalid or be annulled, this shall not affect the legal force of the other provisions.
Article 2 Offers to and conclusion of agreements with a counterparty
2.1 All offers from Protective Supply are without obligation, unless the contrary follows from the offer and / or the offer contains a term for acceptance.
2.2 Acceptance of offers, placing orders or giving an order by or on behalf of the other party is irrevocable.
2.3 However, Protective Supply is only bound by the offer / order / assignment if it has accepted this in writing / electronically.
2.4 All prices are in euros and exclusive of transport costs, unless agreed otherwise.
2.5 Unless explicitly agreed otherwise by the parties, prices quoted are exclusive of VAT.
2.6 If the cost of the items used by Protective Supply increases after the conclusion of the agreement and before the delivery of the agreed, as a result of circumstances beyond Protective Supply’s control, such as – but not limited to – an increase in raw material, energy prices , import duties, transportation costs and currency fluctuations, Protective Supply is entitled to increase prices.
Article 3 Conclusion of an agreement with a consumer.
3.1 All offers from Protective Supply are without obligation.
3.2 If the consumer has accepted an offer electronically, Protective Supply will immediately electronically confirm receipt of the acceptance of the offer.
3.3 If the agreement is concluded electronically, Protective Supply will take appropriate technical and organizational measures to protect the electronic transfer of data and ensure a safe web environment. If the consumer can pay electronically, Protective Supply will take appropriate security measures.
3.4 The consumer can dissolve a distance contract with regard to the purchase of at least € 50 of a product during a reflection period of up to 14 days without giving any reason, provided that the packaging has remained sealed.
3.5 The reflection period referred to in paragraph 4 commences on the day after the consumer, or a third party designated by the consumer in advance, who is not the carrier, has received the product.
3.6 The consumer returns the product in sealed packaging with all accessories supplied, in original condition and packaging, and in accordance with the reasonable and clear instructions provided by Protective Supply. The consumer bears the direct costs of returning the product.
3.7 Protective Supply will reimburse all payments from the consumer (with the exception of return costs), immediately but no later than 14 days following the day on which the consumer notifies him of the withdrawal and the product has been returned and tested in the original sealed packaging.
3.8 During the reflection period, the consumer will handle the product and packaging with care. He will only handle and inspect the product in closed, sealed hygiene packaging.
3.9 If the consumer makes use of his right of withdrawal, all additional agreements will be terminated by operation of law.
3.10 Consumers under the age of 18 cannot make purchases from us.
Article 4 Exclusion of right of withdrawal
4.1 Protective Supply products are all products that are not suitable for return for reasons of health protection or hygiene and of which the seal has been broken after delivery.
4.2 The customer has been informed through these general terms and conditions that he cannot cancel the purchase of the products that Protective Supply offers under the aforementioned conditions.
Article 5 Amendments to the agreement
5.1 If during the term of the agreement it appears that it is necessary for a proper implementation that the agreement is changed, the parties will adjust the agreement in time and in mutual consultation. Changes to the agreement and deviations from these general terms and conditions will only be effective if these are in writing / electronically between Protective Supply and The other party / consumer have agreed.
5.2 If the time of delivery is influenced by the change referred to in this article, Protective Supply will inform the other party / consumer as soon as possible.
Article 6 delivery, delivery time and storage
6.1 The execution of what has been agreed will only commence after all information necessary for the execution of the work has been made available to Protective Supply.
6.2 The delivery term or date of delivery agreed with the other party / consumer is always approximate and never counts as a deadline, unless explicitly agreed otherwise in writing / electronically. If the delivery term is exceeded, Protective Supply will inform the other party / consumer as soon as possible.
6.3 If the delivery term is exceeded, the other party is never entitled to claim compensation for direct or indirect damage or for non-fulfillment or suspension of any obligations arising from the agreement or to terminate or dissolve the agreement .
6.4 The goods to be delivered by Protective Supply must be fully received by or on behalf of the other party at the agreed place and at the agreed time of delivery. In other cases, the other party will ensure that there are sufficient loading and unloading options.
6.5 If the other party refuses to take delivery or fails to provide information or instructions necessary for the delivery, the goods will be stored at the risk of the other party. The other party is then in default without notice of default and in that case will owe all additional costs, including in any case storage costs. The other party remains liable to pay the purchase price.
6.6 Protective Supply reserves the right, if the other party fails to take the purchase referred to in the previous paragraph and does not take measures to remedy the default, to sell the stored goods to a third party, without this relieving the other party of the obligations resting on him under the agreement.
6.7 The risk of loss, theft or damage of items that are the subject of the agreement passes to the other party / consumer at the moment when they are brought into the actual disposal of the other party / consumer or an apparent auxiliary person of the other party / consumer.
Article 7 Forwarding / transport
7.1 The General Transport Conditions (AVC conditions) apply to all transports that Protective Supply assumes and / or is carried out on its behalf by others as far as domestic transport is concerned and the CMR conditions as far as cross-border transport is concerned. In the event of a conflict between a provision of the AVC or CMR conditions and the present general conditions, the present general conditions will prevail.
7.2 In principle, products are not transported to destinations outside the European Union, unless this has been expressly agreed in writing, whereby the Commission Implementing Regulation (EU 2020/402) of 14 March 2020 submitting the implementation of certain products to the submission of a export license is observed.
Article 8 Phased implementation
8.1 Protective Supply is permitted to execute the agreement in phases, unless this partial implementation has no independent value. If the agreement is executed in parts, Protective Supply is always authorized to invoice each part separately. Article 17 applies in full.
Article 9 Retention of title
9.1 All goods delivered by Protective Supply under the agreement remain the property of Protective Supply until the other party / consumer has properly fulfilled all obligations under the agreement (s) concluded with Protective Supply.
9.2 Goods delivered by Protective Supply that fall under the retention of title pursuant to paragraph 1 may not be resold and may never be used as a means of payment. The other party / consumer is not authorized to pledge or encumber the goods covered by the retention of title in any other way.
9.3 The other party / consumer must always do everything that can reasonably be expected of him to safeguard the property rights of Protective Supply.
9.4 If third parties seize the goods delivered under retention of title or wish to establish or assert rights thereon, the other party / consumer is obliged to immediately inform Protective Supply thereof.
9.5 In the event that Protective Supply wishes to exercise its property rights, the other party / consumer gives unconditional and irrevocable permission in advance to Protective Supply to enter all those places where the properties are located and to take back those goods.
Article 10 Force majeure
10.1 Force majeure in these terms and conditions means all external causes, foreseen or not foreseen, over which Protective Supply can have no influence, but as a result of which Protective Supply is reasonably unable to fulfill its obligations. In that case, Protective Supply informs the other party / consumer as soon as possible of the resulting force majeure situation.
10.2 During force majeure, Protective Supply’s obligations are suspended. Protective Supply has the option to invoke the termination of the agreement without being obliged to pay any compensation, or to fulfill the agreement in an amended form.
10.3 If Protective Supply has already partially fulfilled the agreed obligations upon the occurrence of the force majeure, or can only partially fulfill these obligations, Protective Supply is entitled to invoice the already executed or executable part separately and the other party / consumer is obliged to invoice this to pay as if it were a separate agreement. Article 17 applies in full.
Article 11 Liability
11.1 Protective Supply’s liability in connection with any shortcomings in matters supplied by it and related services is limited to compliance with the obligations described in Article 14 after complaints.
11.2 Protective Supply undertakes to cover its liability risk through insurance that is consistent with industry practice.
11.3 If in any case the insurer does not pay out or damage is not covered by the insurance, Protective Supply’s liability is limited to
invoice value of the assignment, at least that part of the assignment to which the liability relates.
11.4 Protective Supply is never liable for damage suffered except if and insofar as the damage suffered is caused by Protective Supply’s intent or gross negligence. Protective Supply is never liable for indirect or intangible damage such as, but not limited to, loss of earnings and profits, consequential loss and customer loss.
11.5 Protective Supply is not liable for the (in) correctness or (in) completeness of information or advice, which is provided before the agreement is concluded.
11.6 Protective Supply is also not liable for damage resulting from circumstances that are reasonably at the expense and risk of the other party / consumer, including the provision of incorrect, defective or incomplete information and / or materials, while this information / materials for the implementation of the agreed are necessary; the non-timely provision of information that causes implementation of the agreed delay; negligence on the part of the other party / consumer with regard to all responsibilities resting on him.
Article 12 Obligations of the other party
12.1 On delivery by Protective Supply, the other party must immediately check the goods delivered. The other party must check whether the delivered goods meet the agreement, namely:
a. whether the correct goods have been delivered;
b. whether the delivered goods meet the quality requirements, which may be set for normal use and / or for commercial purposes;
c. whether the delivered goods correspond in terms of quantity (number, quantity, weight) to what has been agreed.
If the shortcoming is less than 5% of the total delivery, the other party will be obliged to fully accept the delivered goods at a proportional reduction in the price.
12.2 If the goods are delivered to a third party, which the latter holds for the other party, the other party is obliged to carry out the inspection referred to in paragraph 1 or have it carried out on the day of delivery.
12.3 In the event of non-fulfillment by the other party of its obligations under the agreement concluded between the parties and Protective Supply suffers damage as a result, the other party is obliged to compensate all damage suffered by Protective Supply.
Article 13 Indemnity
13.1 The other party / consumer indemnifies Protective Supply against any claims from third parties that suffer damage in connection with the execution of the agreement and the cause of which cannot be attributed to Protective Supply.
13.2 If Protective Supply should be sued by third parties for this reason, the other party / consumer is obliged to assist Protective Supply both in and out of court and to immediately do everything that may be expected of him in that case. Should the other party fail to take adequate measures, Protective Supply is entitled, without notice of default, to do so itself. All costs and damage on the part of Protective Supply and third parties resulting from this are fully for the account and risk of the other party.
13.3 All products offered by Protective Supply on the website are legally permitted in the Netherlands. Protective Supply B.V. does not, under any circumstances, ship products abroad. We do not in any way incite the illegal use of our products.
13.4 The other party / consumer irrevocably indemnifies Protective Supply against claims arising from violation by the other party / consumer of any statutory provision, including but not limited to criminal, administrative and customs provisions.
Article 14 Advertising
14.1 If the other party wishes to complain, it is obliged to report this to Protective Supply as soon as possible after the discovery of the shortcoming. or after he should reasonably have discovered the visible shortcoming, but at the latest within 5 working days after delivery, failing which any claim by the the other party to Protective Supply lapses. This notification, if made orally, must be confirmed directly in writing / electronically to Protective Supply.
14.2 Complaints regarding hidden defects must be made known to Protective Supply in writing / electronically within 5 working days after discovery, but no later than 2 months after delivery, on penalty of forfeiture of any claim by the other party against Protective Supply. In the event of complaints regarding items that have an expiration date and the defect means that the expiration date is shorter than indicated, advertising is possible until the expiry of that expiry date. This notification, if made orally, must be confirmed directly in writing / electronically to Protective Supply.
14.3 If the other party wishes to complain, it will give Protective Supply the opportunity to view the goods.
14.4 In the event of a justified complaint, Protective Supply will deliver or credit the defective goods free of charge, all at the discretion of Protective Supply.
14.5 After finding a shortcoming in a good, the other party is obliged to do everything that is reasonably possible to limit the extent of the damage and / or to prevent further damage.
14.6 The other party must also have received a written / electronic confirmation from Protective Supply regarding acceptance of the desired return products. Without this written / electronic confirmation, the other party is not entitled to return products purchased from Protective Supply.
Article 15 Dissolution of the agreement
15.1 Protective Supply’s claims against the other party / consumer are immediately due and payable if after the conclusion of the agreement Protective Supply becomes aware that circumstances give cause to fear that the other party / consumer will not be able to fulfill his obligations.
15.2 In that case Protective Supply is authorized to suspend further performance of the agreement, or to dissolve the agreement, without prejudice to Protective Supply’s right to claim compensation.
15.3 Without prejudice to the provisions of this article, Protective Supply is authorized, without notice of default or judicial intervention and without prejudice to any other rights vested in Protective Supply, to dissolve or suspend the agreement in whole or in part with immediate effect, if the other party dies, suspension of payment of applies for payment, makes a declaration of bankruptcy or if his bankruptcy is or has been applied for or has been pronounced. In these cases, every claim is of Protective Supply immediately and fully claimable from the other party without Protective Supply being obliged to pay compensation and / or guarantee. In all cases in which the other party / consumer is aware of facts and / or circumstances that give him good reason to fear that he will not be able to fulfill his obligations towards Protective Supply, he is obliged to notify Protective Supply immediately and in writing.
Article 16 Confidentiality.
16.1 The other party is obliged to treat as confidential information what it becomes aware of in the context of the execution of the agreement and to stipulate the same for staff members and third parties involved in the performance of the agreement.
16.2 If the other party acts in contravention of the previous paragraph, it will owe an immediately due and payable fine of € 5,000.00, plus € 250.00 for each day that the violation continues.
Article 17 Payment
17.1 Unless otherwise agreed, payment must be made to Protective Supply upon conclusion of the agreement, without the right to discount and / or setoff.
17.2 If the other party / consumer defaults on payment of what he owes to Protective Supply under the agreement, he will owe statutory interest on this from the due date.
17.3 If the other party / consumer has not fulfilled his payment obligations in time, Protective Supply is authorized to suspend the fulfillment of the obligations entered into towards the other party to supply or to carry out work until payment has been made or proper security has been provided for this. It in the previous sentence certain provisions are without prejudice to Protective Supply’s right to compensation for damage and costs.
17.5 If damage occurs to the products due to the stoppage of work on the grounds of the previous paragraph, this will not be for the account of Protective Supply, provided that it is aware of this with the other party / consumer in advance has indicated in writing / electronically this consequence of the shutdown.
17.6 Payments made by the other party / consumer always serve firstly to settle all interest and costs owed, secondly to payable invoices that have been open the longest, even if the other party states that the payment relates to a later invoice.
17.7 All costs related to (extra) judicial collection are for the account of the other party / consumer.
Article 18 Website / Information
18.1 Protective Supply does not in any way guarantee that the information and products on the website are available, applicable or legally permitted outside the Netherlands.
18.2 The information provided by Protective Supply or by its employees through the website, links to or from other websites, is strictly educational and informative. This information should never be regarded as a recommendation to take certain action. The use of this information for prohibited activities is at your own risk. 18.3 Protective Supply does not in any way claim that the information on the website is accurate, complete and / or current.
18.3 Protective Supply does not in any way claim that the information on the website is accurate, complete and / or current.
18.4 The other party / consumer accepts full liability for all injury, damage, punitive measures, loss of income or possessions that arise through the purchase, consumption, use and / or misuse of a product of Protective Supply.
18.5 Protective Supply and its owners, representatives and employees are not responsible for the actions taken by the other party / consumer towards third parties or the direct consequences of those actions.
18.6 Protective Supply does not in any way claim that its products are suitable for treating, curing or preventing any disease or condition. The product information is based on studies and publications available online. The sources for this scientific information can be found via the links on the website.
Article 19 Industrial and Intellectual Property Rights
19.1 Protective Supply expressly reserves all intellectual and / or industrial property rights (brands) in connection with products and / or services it has supplied.
19.2 The other party / consumer is not allowed to copy, change, resell or otherwise make public or put into circulation the products, subject to the restrictions set by law and unless expressly stated otherwise in writing. made an agreement.
19.3 The other party / consumer will refrain from carrying out or commissioning any ideas, concepts or proposals from Protective Supply in connection with or arising from the agreement or otherwise, outside Protective Supply, or the implementation of a to have the assignment repeated by another non-Protective Supply, as if from or carried out by Protective Supply.
19.4 It is expressly forbidden for the other party / consumer to sell or resell Protective Supply products (under a different name), unless agreed otherwise in writing.
19.5 The other party / consumer is not allowed to make public statements with regard to Protective Supply, without the prior written consent of Protective Supply.
Article 20 Technical requirements and audit right
20.1 If the goods to be delivered in the Netherlands are to be used outside the Netherlands, Protective Supply is not responsible for the goods to be delivered complying with the technical requirements, standards and / or regulations set by the laws or regulations of the country where the goods must are used.
20.2 All other technical requirements that are set by the other party for the goods to be delivered and that deviate from the normally applicable requirements, must be explicitly recorded in writing / electronically by the other party when the agreement is concluded.
20.3 Insofar as relevant, Protective Supply has the right to (have others) inspect the business operations and / or administration of the other party – including the processes, procedures, regulations and standards used by the other party – insofar as this is reasonably necessary. to verify compliance by the other party with an agreement concluded between the parties. To this end, the other party will maintain true and correct records and documentation required for and with regard to the audit, and the other party will grant and enable access to its premises, employees, records and documentation. The other party must keep all administrative documents and documentation for a period of at least one year after termination of an agreement.
Article 21 Applicable law
21.1 Only Dutch law applies to any agreement between Protective Supply and the other party / consumer.
21.2 The applicability of the Vienna Sales Convention is, insofar as relevant, expressly excluded.
Article 22 Disputes
22.1 All disputes that may arise from the agreements concluded between a counterparty and Protective Supply, including the claim for payment of arrears, will be adjudicated by the competent court of Protective Supply’s place of business to the exclusion of any other body.
22.2 Notwithstanding the provisions of paragraph 1, the parties may agree in writing / electronically that the dispute will be settled by another body.
22.3 Disputes between a consumer and Protective Supply regarding the conclusion or performance of agreements regarding the products and services to be delivered or delivered, can be submitted by both the consumer and Protective Supply to the Disputes Committee Webshop, PO Box 90600, 2509 LP in The Hague. (www.sgc.nl).
Article 23 Contact details:
Protective Supply B.V.
Protective Supply v. 1.2 May 2020