Terms and conditions
Terms and Conditions of Invictus Brand Builders 2023
1.1. In these general terms and conditions, the following is understood by:
Invictus Brand Builders, hereinafter referred to as IBB, which offers B2B products;
Customer: a legal person or a natural person acting in the exercise of a profession or business, who enters into an agreement, whether or not at a distance, with IBB; Customer data: the data, including personal data, which IBB collects to execute the agreement; Personal data: all information is about an identified or identifiable natural person; Delivery: the delivery of the Products by IBB to the Customer, in accordance with Article 4;
General Terms and Conditions: the present General Terms and Conditions of IBB;
Products: the goods that IBB delivers to the Customer;
Party: IBB or Customer, jointly Parties.
2.1. These General Terms and Conditions apply to all offers and quotations from IBB and to every Agreement and Order related thereto, unless the parties agree otherwise in writing.
2.2. These General Terms and Conditions also apply to Agreements between parties in which IBB engages third parties for the implementation of the Agreement.
2.3. The applicability of the Customer's terms and conditions is expressly rejected.
2.4. If one or more provisions of these General Terms and Conditions are at any time wholly or partially void or should be voided, the validity, legality and enforceability of the remaining provisions of these General Terms and Conditions will continue to apply in full.
The parties will then enter into consultation to agree on new provisions to replace the void or voided provisions, whereby the purpose and purport of the original provision(s) will be taken into account as much as possible.
2.5. If there is uncertainty about the interpretation of one or more provisions of these General Terms and Conditions, the explanation must take place 'in the spirit' of these provisions.
2.6. If a situation arises between the parties that is not regulated in these General Terms and Conditions, then this situation must be assessed 'in the spirit' of these General Terms and Conditions.
2.7. If IBB does not always demand strict compliance with these General Terms and Conditions, this does not mean that the provisions thereof do not apply, or that IBB would in any way lose the right to demand strict compliance with the provisions of these terms and conditions in all other cases .
3. Quotations and offers and conclusion of the agreement
3.1. Images of the products on the website are a true representation of the products offered. IBB cannot guarantee that the displayed colors exactly match the real colors of the products.
3.2. All quotations and offers from IBB are indicative and without obligation. A quotation or offer expires if the Product to which the quotation or offer relates is no longer available in the meantime.
3.3. IBB is not bound by its quotation or offer if it contains an obvious mistake or error.
3.4. For Customers who are also consumers, the prices quoted by IBB include VAT and other government levies.
3.5. If the acceptance deviates (whether or not on minor points) from the offer included in the quotation or offer, IBB is not bound by it. The Agreement will then not be concluded in accordance with this deviating acceptance, unless IBB indicates otherwise.
3.6. An Order is only concluded after the Customer has completed the ordering procedure and IBB has accepted the Order. After acceptance of the Order by IBB, the Agreement between the parties is irrevocable and can no longer be dissolved by customers acting in the exercise of a profession or business.
3.7. Consumers are entitled to make use of their right of withdrawal of 14 days, unless it concerns products of which the seal has been broken. If the consumer invokes this right of withdrawal, he must send IBB the completed Model Form and return the Order or the part thereof to be returned at his own expense by registered mail. IBB will check the returned products within 5 working days and inform the consumer whether the return has been accepted. If the entire Order is returned, IBB will refund the amount of the Order, including the costs for the forwarding shipment, to the consumer after IBB has received the return shipment. If part of the order is returned, only an amount equal to the value of that part will be refunded.
3.8. IBB reserves the right to dissolve the agreement with the Customer within 24 hours after conclusion, without being obliged to pay any compensation.
3.9. IBB is entitled to to refuse statements or to attach certain conditions to the delivery, unless explicitly stated otherwise.
3.10. If an Order is not accepted, IBB will communicate this within 24 hours of receipt of the Order.
3.11. A composite quotation does not oblige IBB to perform part of the order against a corresponding part of the stated price. Offers or quotations do not automatically apply to future orders.
4. Contract duration, delivery, performance and amendment of the agreement.
4.1. If a term has been agreed or specified for the delivery of certain items, it is never a strict deadline. If a term is exceeded, the Customer must therefore give IBB written notice of default. IBB must be offered a reasonable term in which to still implement the agreement.
4.2. If IBB requires information from the Customer for the implementation of the agreement, the implementation period will not commence until after the Customer has made it available to IBB correctly and completely.
4.3. For Customers acting on behalf of a company and profession, Delivery is made ex works of IBB. The Customer is obliged to take delivery of the goods at the moment they are made available to him. If the Customer refuses to take delivery or is negligent in providing information or instructions that are necessary for the delivery, IBB is entitled to store the goods at the expense and risk of the Customer.
4.4. IBB is entitled to perform the agreement in various phases and to invoice the part thus executed separately.
4.5. If during the implementation of the agreement it appears that it is necessary to change or supplement it for proper implementation, the Parties will proceed to amend the agreement in good time and in mutual consultation. If the nature, scope or content of the agreement, whether or not at the request or instruction of the Customer, of the competent authorities, etc., are changed and the agreement is thereby changed in a qualitative and/or quantitative sense, this may also have consequences. for what was originally agreed upon. As a result, the originally agreed amount can be increased or decreased. IBB will provide a price quote in advance as much as possible. By amending the agreement, the originally stated term of execution can also be changed. The Customer has the option of amending the agreement, including the change in price and term of execution.
4.6. If the agreement is amended, including an addition, IBB is entitled to implement this only after approval has been given by the person authorized within IBB and the Customer has agreed to the price and other conditions stated for implementation, including including the time to be determined at that time at which it will be implemented. The non-execution or non-immediate implementation of the amended agreement does not constitute a breach of contract on the part of IBB and is also no reason for the Customer to terminate the agreement. Without being in default, IBB can refuse a request to amend the agreement if this could have consequences in terms of quality and/or quality, for example for the goods to be delivered within the framework.
4.7. If the Client should fail to properly comply with its obligations towards IBB, the Client will be liable for all damage (including costs) on the part of IBB caused directly or indirectly as a result.
4.8. If IBB agrees a fixed price with the Customer, then IBB is nevertheless entitled at all times to increase the price without the Customer being entitled in that case to dissolve the agreement for that reason, if the price increase results from a power or obligation under the law or regulations or is caused by the increase in the price of raw materials, wages, etc. or on other grounds that were not reasonably foreseeable when entering into the agreement.
4.9. If the price increase, other than as a result of an amendment to the agreement, amounts to more than 10% and takes place within 3 months after the conclusion of the agreement, then only the Customer who invokes Title 5 Section 3 of Book 6 of the Dutch Civil Code is entitled to to dissolve the agreement by written statement, unless IBB is then still prepared to perform the agreement on the basis of what was originally agreed, or if the price increase results from a power or an obligation resting on IBB under the law or if it has been stipulated that the delivery will take place more than three months after the purchase.
5. Suspension, dissolution and premature termination of the agreement
5.1. IBB is authorized to enforce the compliance of n to suspend the obligations or dissolve the agreement, if
• the Customer fails to fulfill its obligations under the agreement, or fails to do so in full or on time;
• after concluding the agreement, IBB becomes aware of circumstances that give reason to fear that the Customer will not fulfill its obligations;
• The Customer was requested to provide security for the fulfillment of the obligations under the agreement when the agreement was concluded and this security is not provided or is insufficient;
• If, due to delays on the part of the Customer, IBB can no longer be expected to fulfill the agreement under the originally agreed conditions.
5.2. Furthermore, IBB is authorized to dissolve the agreement if circumstances arise of such a nature that fulfillment of the agreement is impossible or if other circumstances arise of such a nature that unaltered changes cannot reasonably be expected from IBB in order to maintain the agreement. required.
5.3. If the agreement is dissolved, IBB's claims against the Customer are immediately due and payable. If IBB suspends compliance with its obligations, it retains its claims under the law and the agreement.
5.4. If IBB proceeds to suspension or dissolution, it is in no way obliged to pay compensation for damage and costs incurred in any way as a result.
5.5. If the dissolution is attributable to the Customer, IBB is entitled to compensation for the damage, including the costs, resulting directly and indirectly.
5.6. If the Customer does not fulfill its obligations arising from the agreement and this non-fulfilment justifies dissolution, then IBB is entitled to dissolve the agreement immediately and with immediate effect without any obligation on its part to pay any compensation or compensation, while the Customer, under of default, but compensation or compensation is required.
5.7. If the agreement is terminated prematurely by IBB, IBB will, in consultation with the Client, arrange for the transfer of deliveries still to be made to third parties, unless the termination is attributable to the Client. If the transfer of the work entails additional costs for IBB, these will be charged to the Customer. The Customer is obliged to pay these costs within the term specified for this, unless IBB indicates otherwise.
5.8. In the event of liquidation, (application for) suspension of payment or bankruptcy, attachment against the Customer, debt rescheduling or any other circumstance as a result of which the Customer can no longer freely dispose of its assets, the IBB is free to terminate the agreement immediately. and to terminate or cancel the order or the agreement with immediate effect, without any obligation on its part to pay any compensation or compensation. In that case, the claims of IBB or the Customer are immediately due and payable.
5.9. If the Customer cancels a placed order in whole or in part, the items ordered for it, plus any supply, removal and delivery costs thereof and the working time reserved for the implementation of the agreement, will be charged to the Customer in full.
6. Force majeure
6.1. IBB is not obliged to fulfill any obligation towards the Customer if it is prevented from doing so as a result of a circumstance that cannot be attributed to fault, and is not for its account under the law, a legal act or generally accepted beliefs.
6.2. In these general terms and conditions, force majeure is understood to mean, in addition to what is understood in this respect by law and jurisprudence, all external causes, including a pandemic and strikes in the company of IBB or third parties, foreseen or unforeseen, over which IBB cannot exert any influence. but as a result of which IBB is unable to fulfill its obligations. IBB also has the right to invoke force majeure if the circumstances that prevent (further) fulfillment of the agreement occur after IBB should have fulfilled its obligation.
6.3. IBB can suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than 60 days, then each of the parties is entitled to dissolve the agreement, without any obligation to pay damages to the other party.
6.4. Insofar as IBB has already partially fulfilled its obligations under the agreement at the time of the commencement of force majeure or will be able to fulfill them, and the fulfilled or to be fulfilled part has independent value, IBB is entitled to charge the already fulfilled or to be fulfilled part. to be invoiced separately. The Customer is obliged to pay this invoice as if there were a separate agreement.
7. b payment, invoice and collection costs
7.1. After the Agreement has been concluded, IBB will draw up an invoice within 24 hours and send it to the Customer by e-mail.
7.2. For Customers acting in the exercise of a profession or business, payment must be made immediately in a manner to be indicated by IBB in the currency in which the invoice is made, unless agreed otherwise in writing. IBB is entitled to invoice periodically.
7.3. If the Customer, acting in the exercise of a profession or business, fails to pay an invoice on time, the Customer is in default by operation of law. The Customer will then owe reminder costs and interest of 5% per month, unless the statutory interest is higher, in which case the statutory interest will be due. The interest on the due and payable amount will be calculated from the moment that the Customer is in default until the moment of payment of the full amount due.
7.4. The Customer is never entitled to set off the amounts it owes IBB.
7.5. Objections to the amount of an invoice do not suspend the payment obligation. The Customer who is not entitled to appeal to section 6.5.3. (Articles 231 to 247, Book 6 of the Dutch Civil Code) is also not entitled to suspend payment of an invoice for any other reason.
7.6. If the Customer is in default or default in the (timely) fulfillment of its obligations, then all reasonable costs incurred in obtaining payment out of court will be borne by the Customer. The extrajudicial costs are calculated on the basis of what is customary in Dutch collection practice. However, if IBB has incurred higher collection costs that were reasonably necessary, the actual costs incurred will be eligible for reimbursement. Any judicial and enforcement costs incurred will also be recovered from the Customer. The Customer also owes interest on the collection costs due.
8. Retention of Title
8.1. All Products delivered by IBB under the agreement remain the property of IBB until the Customer has fulfilled all obligations under the agreement with IBB.
8.2. Goods delivered by IBB that fall under the retention of title pursuant to paragraph 8.1 may not be resold and may never be used as a means of payment. The Customer is not authorized to pledge or encumber in any other way the goods subject to retention of title.
8.3. The Customer must always do everything that may reasonably be expected of it to secure the property rights of IBB.
8.4. If third parties seize the goods delivered under retention of title or wish to establish or enforce rights thereon, the Customer is obliged to immediately inform IBB thereof.
8.5. The Customer undertakes to insure the goods delivered subject to retention of title and to keep them insured against fire, explosion and water damage as well as against theft and to make the policy of this insurance available to IBB for inspection on first request. In the event of a possible payment from the insurance, IBB is entitled to these payments. Insofar as necessary, the Customer undertakes vis-à-vis IBB in advance to cooperate with everything that may (appear to be) necessary or desirable in the context.
8.6. In the event that IBB wishes to exercise its property rights referred to in this article, the Customer gives unconditional and irrevocable permission in advance to IBB and third parties to be designated by IBB to enter all those places where IBB's property is located and to return those items. to take. In addition to this retention of title, the Customer acknowledges IBB's right of retention.
9. Warranties, Investigations and Complaints, Limitation Period.
9.1. The goods to be delivered by IBB comply with the agreement, the specifications stated in the offer, the reasonable requirements of soundness and/or usability and the statutory provisions and/or government regulations existing on the date of the conclusion of the agreement. The warranty referred to in this article applies to items intended for drinking within the Netherlands. In the event of alcohol consumption outside the Netherlands, the Customer must verify whether its use is suitable for use there and whether it meets the conditions set for it. In that case, IBB can set other guarantees and other conditions with regard to the goods to be delivered.
9.2. The Customer is obliged to examine the delivered goods (or have them examined), immediately at the moment that the goods are made available to him, including whether the packaging of the carrier and the contents of the Order are damaged. If the packaging is damaged, including that it can reasonably be assumed that the contents are damaged, the Customer must refuse the Order, so that it is returned to IBB by the carrier. If the contents of the Order are damaged or Products are missing, the Customer must report this to IBB within 2 working days of receipt. Customers acting in the exercise of a profession or business are obliged to inspect the delivered goods (or have them examined), immediately at the moment the goods are made available to them, and in the event of incorrect or missing goods, this must be reported immediately to IBB by telephone.
9.3. If the Customer, acting in the course of his profession or business, makes a timely complaint, this does not suspend his payment obligation. In that case, the Customer also remains obliged to purchase and pay for the otherwise ordered items.
9.4. If a defect is reported outside the period referred to in Article 9.4, the Customer is no longer entitled to repair, replacement or compensation.
9.5. If it is established that an item is defective and a complaint has been made in this regard in a timely manner, IBB will send the defective item within a reasonable period of time after its return or, if return is not reasonably possible, written notification of the defect by the Customer, at the option of IBB, replace or pay a replacement fee to the Customer. In the event of replacement, the Customer is obliged to return the replacement good to IBB and to transfer ownership thereof to IBB, unless IBB indicates otherwise.
9.6. If it is established that a complaint is unfounded, the costs incurred as a result, including the investigation costs incurred by IBB as a result, will be borne in full by the Customer.
9.7. Contrary to the statutory limitation periods, the limitation period for all claims and defenses against IBB and third parties involved by IBB in the performance of an agreement is 1 year.
10.1. If IBB should be liable, then this liability is limited to what has been arranged in this provision.
10.2. IBB is not liable for damage of any nature whatsoever caused by IBB relying on incorrect and/or incomplete data provided by or on behalf of the Customer.
10.3. If IBB should be liable for any damage, IBB's liability is limited to a maximum of the invoice value excluding VAT of the order, or at least to that part of the order to which the liability relates.
10.4. The liability of IBB is in any case limited to the amount of the payment from its insurer, if applicable.
10.5. IBB is only liable for direct damage.
10.6. Direct damage is exclusively understood to mean the reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions, any reasonable costs incurred to correct IBB's defective performance of the agreement insofar as these can be attributed to IBB and reasonable costs incurred to prevent or limit the damage, insofar as the Customer demonstrates that these costs have led to limitation of direct damage as referred to in these general terms and conditions.
10.7. IBB is never liable for indirect damage, including, but not limited to, consequential damage, lost profit, missed savings and damage due to business interruption.
10.8. The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence.
11. Passing of Risk
11.1. The risk of loss, damage or depreciation passes to the Customer at the moment when goods are brought under the control of the Customer.
12.1. The Customer indemnifies IBB against any claims from third parties who suffer damage in connection with the performance of the agreement and the cause of which is attributable to others than IBB.
12.2. If IBB should be held liable by third parties on that basis, the Customer is obliged to assist IBB both in and out of court and to immediately do everything that may be expected of him in that case. Should the Customer fail to take adequate measures, IBB shall be entitled to do so itself without notice of default. All costs and damage incurred by IBB and third parties as a result are integral
13.1. The manner in which we handle the collected personal data is set out in our privacy statement.
14. Intellectual Property
14.1. IBB reserves the rights and powers to which it is entitled under the Copyright Act and other intellectual property laws and regulations. IBB has the right to use the knowledge gained through the performance of an agreement for other purposes as well, insofar as no strictly confidential information of the Customer is disclosed to third parties.
15. Governing Law and Disputes
15.1. All legal relationships to which IBB is a party are governed exclusively by Dutch law from to application with the Court of 's-Hertogenbosch as the competent court, even if an obligation is wholly or partly performed abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.
Invictus Brand Builders
Registered office: Agnetendal 2, 5235 BP 's-Hertogenbosch
Chamber of Commerce number: 86059122
VAT no: NL004183651B92
IBAN: NL59 ABNA 0109 9483 19