1. Applicability
1.1 These general terms and conditions shall apply to all offers and agreements and obligations arising therefrom relating to the supply and purchase of goods and services by the private limited company Puro B.V. (KvK: 17042683), having its registered office in Wintelre and its principal place of business in Steensel, and/or companies affiliated therewith, hereinafter referred to as “Puro”.
1.2 In the event that provisions in or to the Agreement conflict with these Terms, the provisions in or to the Agreement shall prevail.
1.3 Deviations from these Terms and Conditions are only valid if and insofar as they have been expressly agreed in writing.
1.4 If one or more provisions of these Conditions are null and void or voidable, this shall not affect the validity of the remaining provisions. In the event of nullity of one or more provisions of these Conditions, the parties are bound by rules of as much corresponding purport as possible, which are not subject to nullity.
1.5 The (purchase) conditions of a counterparty (including a Relationship) are expressly rejected and do not apply.
1.6 Puro reserves the right to amend and/or supplement these Terms at any time. Once the amended Conditions have been published and the Relation has been notified, they shall take effect immediately.
1.7 Nothing in these Terms affects the provisions that are mandatory for Consumers.
1.8 These Terms and Conditions are written in Dutch and English. The Dutch language version is leading.
2. Definitions
The following capitalised terms have the following meanings:
BW: the Civil Code;
Consumer: the natural person who is not acting for purposes related to his trade, business, craft or profession, and who enters into an Agreement with Puro and/or is or will be in a legal relationship of any kind;
Services: all services provided on the basis of an Agreement between Puro and the Relation;
Documentation: technical and functional descriptions and user manuals, in any form;
Goods: the goods to be delivered to the Relation (or vice versa) by or on behalf of Puro on the basis of an Agreement.
Intellectual Property: patent, copyright, drawing and design rights and/or other (intellectual property) rights, as well as technical and commercial know-how, methods and concepts, whether patentable or not;
Relationship: every Consumer and Business Relationship;
Quote: any offer from Puro;
Agreement: an agreement concluded between Puro and the Relation, possibly with attachments;
Force majeuremeans all external causes, foreseen and unforeseen, in addition to what is provided for in the law and jurisprudence, including but not limited to: government measures, fire, strikes, war, riots, unworkable weather, staff shortages, terrorist threats, pandemics, water damage, floods, sit-down strikes, interruptions in the supply of energy and all other circumstances that prohibit or impede the performance of the work, both at Puro and at the third parties engaged by Puro;
Privacy statement: the Privacy Statement, available at: https://puro.nl/privacyverklaring/, as it applies, inter alia, to the Agreement and the Conditions;
Confidential Information: all information provided orally or in writing by one of the parties that is clearly confidential, as well as all information that the party concerned declares should be treated as confidential. Confidential Information includes in any case: personal data, address details, customer/supplier files, know-how and (business) information that will be shared when entering into and executing the Agreement, or of which a party becomes aware, and the content of the Agreement and the Terms and Conditions;
Conditions: these Terms and Conditions;
Business relationship: every (legal) person (not being a Consumer) acting in the exercise of his profession or business, and who enters into an Agreement with Puro and/or is or will be in a legal relationship of whatever nature.
3. Offers and formation of Agreements
3.1 All offers and/or Quotations made by Puro are valid for thirty (30) days and are entirely without obligation. An Agreement shall only be concluded after confirmation by Puro, or if performance of the (intended) Agreement has commenced.
3.2 Puro is entitled to refuse an application and/or request without giving reasons.
3.3 (Divergent) Agreements can only bind the parties if they are in writing and confirmed by Puro.
3.4 Upon the conclusion of the Agreement, the Relation agrees to the use of electronic means of communication (including e-mail).
3.5 Data in brochures or websites, images, presentations, technical specifications, verbal announcements, etc. do not bind Puro, unless expressly confirmed otherwise in writing by Puro to the Relation.
3.6 A composite Quotation can only be accepted in its entirety by the Relation.
3.7 Contrary to the provisions of Section 6:225(2) of the Dutch Civil Code, no Agreement shall be formed if the Relation's acceptance of an Offer from Puro contains (subordinate) deviations from that Offer, unless Puro accepts those (subordinate) deviations in writing.
4. Prices / Retention of title
4.1 Unless otherwise agreed, the prices offered by Puro and/or agreed between the parties are always in euros, exclusive of VAT and delivery ‘ex works’.
4.2 Puro is entitled to demand a down payment/advance payment and/or sufficient security for payment when entering into the Agreement.
4.3 Puro is entitled to adjust its rates in the event of an Agreement with the Relation. The Relation accepts this price change if it is the direct result of the change of external factors. Any change to the applicable rate that is to the Relation's disadvantage will be reported in writing at least two weeks before it takes effect. If the rate change is increased within three months of the conclusion of the Agreement, the Consumer has the right to dissolve the Agreement.
4.4 Incorrect price indications and other mistakes such as calculation and writing errors in prices on Puro's publications are not binding on Puro.
4.5 All Goods sold by Puro, including rights of use, remain the property of Puro until the Relation has paid all amounts due to Puro - including interest and costs - (and these have been received by Puro in the agreed bank account).
4.6 Payments must be made within the period stated on the invoice. In the absence of a payment period, Puro shall apply a payment period of fourteen (14) days.
4.7 The Business Relationship may not set off, suspend or otherwise withhold (payment) obligations.
4.8 If Puro cannot deliver the Goods and/or Services in accordance with the Agreement due to circumstances not attributable to Puro, including Force Majeure, the Relation's payment obligations shall remain in force.
4.9 In the event of non-payment, late payment and/or incomplete payment, the Business Relationship shall, without notice of default, be in default and all payment obligations, including statutory interest and (extra)judicial collection costs, shall be immediately due and payable in full. In that case, the Business Relationship shall be obliged to pay the statutory commercial interest pursuant to Section 6:119a of the Dutch Civil Code. Subject to Section 6:96(2)(c) of the Dutch Civil Code, the extrajudicial costs to be paid by the Business Relationship shall be deemed to be 10% of the invoice amount, with a minimum of €500.
5. Return
5.1 The Consumer may return Goods for a period of 14 days after delivery of relevant Goods, without mandatory statement of reasons.
5.2 If the Consumer wants to return Goods as mentioned in article 5.1, he notifies this within the said period, using the model form (to be found on: https://puro.nl/retourneren/) or by other unambiguous means. This can be (i) by e-mail to: webshop@puro.nl or (ii) by post to:
Puro B.V.
Attn: Customer Service
Stevert 34
5524 KC Steensel
Netherlands
5.3 The term mentioned in article 5.1, if the Consumer has ordered several Goods in the same order, starts on the day on which the Consumer, or a third party designated by him, has received the last Good. Puro may, provided it has clearly informed the Consumer of this prior to the ordering process, refuse an order of several Goods with different delivery times. If the delivery of a Good consists of several shipments or parts, the period in Article 5.1 starts on the day on which the Consumer, or a third party designated by him, has received the last shipment or part.
5.4 During the period mentioned in article 5.1, the Consumer shall handle the Good(s) and their packaging with care. With regard to pet food, only unopened packaging can be returned.
5.5 The Consumer shall return the Good(s) including all accessories and in original condition, in accordance with the other provisions of this article. Failure to do so shall not constitute a valid return of the Good(s).
5.6 The use / return in accordance with this article shall be at the expense and risk of the Consumer. This means, among other things, that the Consumer shall bear the costs of returning the Good(s) and shall be liable for any (transport) damage caused to the Good(s) during use and/or return and/or transport. The burden of proof of correct and timely return lies with the Consumer.
5.7 If the Consumer is unable to arrange transport for the return shipment, Puro can arrange this in consultation. In this case too, the return shipment or transport is at the expense and risk of the Consumer.
5.8 Puro shall use the same means of payment that the Consumer has used for repayment, unless the Consumer agrees to another method. If the Consumer has chosen a more expensive method of delivery than the cheapest standard delivery, Puro does not have to refund the additional costs for the more expensive method. Puro also reserves the right, in the event of delivery costs that are higher than the standard delivery due to a cause beyond Puro's sphere of risk (because of, among other things, higher freight costs and extra taxed delivery in connection with delivery in overseas territories), to charge the Consumer for the additional costs. If the additional costs have already been charged to the Consumer, Puro does not have to refund these costs.
5.9 Goods specially manufactured or ordered for the Consumer, or Goods that spoil quickly or have a limited shelf life, cannot be returned as referred to in Article 5.1.
6. Delivery and transport / Services
6.1 The agreed delivery dates are only target dates and never fatal deadlines. Delivery periods shall not commence until the Relation has provided Puro with all the information and items required for the execution of the Agreement.
6.2. Delivery of Goods shall take place ‘Ex Works’ (Incoterms® 2020). The moment of transfer (of the risk) to the Relation is the moment when the Goods leave the premises of Puro (or a third party), within the framework of delivery to the Relation. If (an employee of) Puro (or the aforementioned third party) assists in or around the business premises in placing the Goods in or on a means of transport of the Relation, this will take place at the expense and risk of the Relation.
6.3 The quantities or weight of the Goods shall be determined by Puro and shall be deemed to be accepted by the Relation on leaving the premises of Puro (or a third party) in connection with delivery to the Relation.
6.4 Puro delivers the Goods to the Relation by making them available to the Relation at Puro's premises. The Relation is therefore responsible for all costs related to packaging and transport to the desired destination.
6.5 In addition to article 6.4, the Goods can be delivered to the Relation against payment in consultation. The place of delivery to the Relation shall be the shipping address indicated when the order is placed. Puro will deliver the Goods to the (front) door of the shipping address at street level.
6.6 Puro is permitted to deliver the Goods to the Relation in parts. Puro shall determine the scope of the (partial) delivery.
6.7 If delivery is not possible due to a cause that lies within the Relation's sphere of risk, Puro is entitled to recover storage/warehousing/extra delivery costs from the Relation.
6.8 Default on the part of Puro shall always require a written notice of default, in which Puro is given a reasonable period in which to comply with its obligations. This period shall be at least fourteen (14) days.
6.9 Puro has the right, without prior notice and without any obligation to pay consequential damages, to (temporarily) discontinue the Services or restrict their use if there is a reason to do so, including during maintenance and/or improvement of the Services.
6.10 Puro is entitled to change the Services unilaterally without being liable in any way to compensation for the (additional) costs incurred by the Relation as a result. Puro must report any change to the Relation's detriment at least one (1) month before the change. In that case, the Relation has the right - within five (5) working days of receiving this notification - to cancel the purchase of the Services (including rental services) with effect from the date on which the change would take effect.
6.11 Puro is entitled to use any third parties appointed during the execution of the Agreement.
6.12 If, at the request of the Relation, delivery takes place in a way other than the usual way, any associated additional costs (including but not limited to higher freight costs and additional taxed delivery in connection with delivery in overseas territories) will be charged to the Relation, unless expressly agreed otherwise by the parties.
7. Complaints
7.1 The Relation is obliged to inspect the Goods immediately after delivery. Visible defects - including deviations from the Agreement - must be reported to Puro in writing within 48 hours of delivery, failing which the Relation will have no right of claim in respect of the defect.
7.2 Other defects must be reported to Puro in writing within 48 hours after they have been noticed or could reasonably have been noticed, but not later than one month after delivery of the Goods, failing which the Relation will have no right of claim in respect of the defect.
7.3 Complaints regarding invoices from Puro must be reported to Puro in writing within five (5) working days of the invoice date, failing which the invoice shall be deemed to have been approved by the Relation.
7.4 None of the defects referred to in Article 7.1 or 7.2 shall give rise to a right of action on the part of the Relation in the following cases: improper and inappropriate use, faulty or careless handling, faulty maintenance, unsuitable operating equipment. Similarly, if the defects referred to in Articles 7.1 and 7.2 were caused by or are the result of external circumstances, including but not limited to weather conditions such as extreme rainfall and lightning strikes, water damage, fire damage and fall or impact damage, the Relation is not entitled to a right of action.
7.5 The right of action referred to in Articles 7.1, 7.2 and 7.4 does not accrue to the Relation if it has not fulfilled all its obligations under the Agreement.
8. Obligations of the Relationship
8.1 The Relation must treat the Goods and/or Services supplied by Puro, including the rights of use, in accordance with any manual/instructions provided and within the limits of normal use, failing which Puro can never guarantee their correct functioning.
8.2 The Relation is not permitted to make any changes to the Goods delivered by Puro of which Puro still has title. Nor may the Relation transfer these Goods and the obligations under the Agreement and/or encumber them with any (limited) right. The parties hereby aim to achieve the property law effect arising from Section 3:83(2) of the Dutch Civil Code.
9. Liability / Indemnity
9.1 Puro must make every effort to fulfil its own obligations under the Agreement. Puro, or a third party engaged by Puro in the performance of the Agreement, shall never be liable for any loss suffered by the Relation, barring intent or gross negligence.
9.2 To further limit Puro's liability to the Relation:
a) if Puro fails to fulfil any obligation on its part towards the Relation and is in default, Puro's liability for damages shall be limited to €500.
b) Puro is not liable for damage, of whatever nature, caused by Puro's reliance on incorrect and/or incomplete data provided by or on behalf of the Relation.
c) Puro's liability shall at all times be limited to direct damage suffered/proven by the Relation, and Puro's liability shall never exceed that part of the invoice value of the relevant Agreement or the purchase amount of the relevant Goods to which the liability relates, subject to a maximum of €500. Any other form of damage is excluded from liability, including but not limited to consequential damage, lost profits, lost business opportunities and the costs of limiting, preventing and assessing damage. The Relation undertakes to Puro to insure against such damages.
9.3 Liability for damages against which the Relation is already insured is excluded by Puro at all times.
9.4 The Relation indemnifies Puro against claims by third parties for whatever reason related to or arising from the use of the Goods and Services.
10. Intellectual Property
10.1 Unless otherwise agreed in writing, the Intellectual Property Rights in respect of all Documentation and/or Goods provided by Puro shall remain vested in Puro or its suppliers or other rights holders.
10.2 The transfer of Intellectual Property rights is excluded. The parties intend in this to have effect under property law pursuant to Article 3:83(2) of the Dutch Civil Code.
11. Confidentiality
11.1 Without prejudice to the rights granted to the Relationship in the Agreement and the Conditions, both parties and their employees must keep Confidential Information confidential, whether disclosed in writing or orally. This obligation will remain with them indefinitely, even after termination of the Agreement
12. Force majeure
12.1 If for any reason beyond its control, including Force Majeure, Puro is (temporarily) unable to perform the Agreement, Puro shall not be in default and shall be entitled to suspend its obligations.
12.2 If fulfilment of the obligations by Puro is permanently impossible, Puro will be entitled to terminate the Agreement. In such a case, the Relation may terminate the Agreement after the expiry of thirty (30) days.
12.3 In none of the cases mentioned in this article is Puro obliged to pay any compensation for damages suffered by the Relation.
13. Privacy and Personal Data
13.1 Puro collects and processes personal data of Relation and visitors to its website. This is subject to the Privacy Statement.
13.2 Puro and the Relation must act in compliance with relevant privacy regulations, including the General Data Protection Regulation (GDPR), and only collect and process personal data where they have a basis for processing it.
13.3 If, at any time, Puro and the Relation are to be considered the processing controller and processor within the meaning of the AVG, they undertake to enter into a processing agreement for this purpose, subject to their obligations under the AVG.
13.4 The Relation must guarantee to Puro that the processing of personal data will take place lawfully and that the rights of third parties will not be violated. The Relation indemnifies Puro against any legal proceedings instituted by third parties on any grounds whatsoever if such proceedings relate to the processing of personal data by the Relation, and for any fines imposed on the Relation by the Personal Data Authority or other competent supervisory authorities.
14. Duration and Termination of the Agreement
14.1 Continuous agreements shall be entered into for an indefinite period of time, unless the content, nature or tenor implies that it has been entered into for a definite period of time. Any interim termination of a long-term (un)definite agreement will not result in repayment of amounts paid to Puro and will not affect the Relation's payment obligations.
14.2 If a perpetual agreement (for a definite or indefinite period) is concluded between Puro and the Relation, this Agreement shall commence on the first day of the Service or Goods to be delivered unless another commencement date is agreed in writing.
14.3 The fixed-term contract is automatically extended for the same period if the fixed-term contract is not terminated in writing by one of the parties at least one month before the end of the initial term or the extension period. The Consumer has the right to terminate an extended fixed-term term contract with one month's notice.
14.4 The duration agreement entered into for a specific period and/or for a specific Service cannot be terminated prematurely by the Relation, except as provided in Article 14.3.
14.5 Puro is entitled to suspend the fulfilment of its obligations or to terminate the Agreement if:
(a) a Relation does not, not fully or not timely comply with the obligations under the Agreement even after being reminded to do so (in writing or orally);
b) after the conclusion of the Agreement, Puro has become aware of circumstances that give good reason that the Relation will not fulfil the agreed obligations;
(c) the Relation has been granted a suspension of payments, declared bankruptcy, been declared subject to a (statutory) debt arrangement, been admitted to the WSNP or has taken a liquidation decision;
d) due to delay on the part of the Relation, Puro can no longer be required to fulfil the Agreement at the originally agreed conditions;
e) circumstances arise which, in Puro's opinion, are of such a nature that performance of the Contract is impossible or Puro cannot reasonably be required to maintain the Contract unamended.
14.6 On termination of the Agreement by Puro, Puro is entitled to immediate payment by the Relation of compensation consisting of the expired unpaid instalments and the instalments that would have been due if the Agreement had been maintained, plus interest and costs. With regard to the amount of the aforementioned compensation, Puro's administration constitutes compelling evidence, subject to evidence to the contrary to be provided by the Relation.
14.7 If termination of the Agreement is imputable to the Relation, Puro is entitled to compensation, including the costs, incurred (in)directly as a result.
14.8 Due to a termination of the Agreement, Puro's claims against the Relation are immediately due and payable in full.
14.9 The Business Relationship hereby waives the right to dissolve the Agreement. By doing so, the Business Relationship also waives the possibility of invoking Section 6:271 of the Dutch Civil Code.
15. Dispute resolution
15.1 The Agreement and the obligations hereunder shall be governed exclusively by Dutch law.
15.2 The applicability of the Vienna Sales Convention is expressly excluded.
15.3 Disputes between the parties will be exclusively submitted to a judge of the District Court of East Brabant, preferably location Eindhoven.