General terms and conditions - Business
1. Definitions and applicability
- For the purposes of these conditions, the following definitions shall apply:
Customer: any natural person or legal entity other than a consumer, acting in the course of his profession or business who placed an order at Luspada.
Day: calendar day;
Contractor: the sole proprietorship Luspada (acting as Electricnailfiles.co.uk). Established at Da Costastraat 141-1, 1053ZM in Amsterdam, operating under VAT number: NL001222195B21 and registered at the Chamber of Commerce in Amsterdam under 34389485;
Agreement: any Agreement relating to the delivery of articles by Luspada to the Customer.
Offer: any proposal sent by Luspada to the Customer without obligation, the purpose of which is to conclude an Agreement, whether or not by electronic means.
Articles: any articles offered, to be delivered or delivered by the Contractor on the basis of the Agreement.
In writing: in writing, by e-mail or by fax.
General Terms and Conditions: the present general terms and conditions used by Luspada.
Business account: this is an account that can be created by the Customer and on which the Customer can log in with a login code obtained and can see which orders have been placed, delivered and all other changes relating to the Business account.
- These general terms and conditions apply to every offer, quotation and Agreement between the Contractor and the Customer, insofar as the parties have not explicitly deviated from these terms and conditions in writing.
- These general terms and conditions do not apply to offers to and Agreements with natural persons who are not acting in the course of their profession or business.
- The applicability of any purchase or other terms and conditions of the Customer is expressly rejected.
- If one or more provisions in these terms and conditions are at any time wholly or partially void or may be nullified, the remainder of these terms and conditions shall remain in full force and effect. Luspada and the Buyer will then consult in order to agree on new provisions to replace the void or voided provisions, taking into account as much as possible the purpose of the original provisions.
- If there is a lack of clarity regarding the interpretation of one or more provisions of these terms and conditions, the interpretation must be in the spirit of these provisions.
- If a situation arises between the parties which is not covered by these conditions, it should be assessed in the spirit of these conditions.
- All that is stipulated for the benefit of Luspada in the General Terms and Conditions and in any further agreements shall also be stipulated for the benefit of Luspada intermediaries and other third parties engaged by Luspada.
- Any Offer/quotation made by Luspada on the websites, in mailings and by telephone is without obligation and can always be revoked by Luspada.
- Obvious mistakes or errors in the Offer do not bind Luspada.
- Luspada may revoke any Offer/quotation in Writing within seven calendar days of receipt of acceptance, in which case no Agreement has been concluded between the parties.
Each Offer contains such information that it is clear to the Customer what rights and obligations are attached to the acceptance of the Offer. This concerns in particular:
- the price is exclusive of taxes, unless otherwise agreed;
- any costs of delivery;
- the manner in which the Agreement will be concluded and what actions will be necessary for that purpose;
- the method of payment, delivery or performance of the Agreement;
3. Ordering and conclusion of the agreement
- If the Customer places an order, the Agreement will only come into effect if Luspada accepts it by e-mail.
- Orders can be placed on the Luspada websites, by e-mail or telephone.
- Luspada reserves the right to charge a surcharge for orders above a maximum total weight to be delivered.
- Acceptance of orders may be subject to conditions such as prepayment, see article 6.18.
- If acceptance of an order for a certain article turns out to be impossible for whatever reason, Luspada will, in consultation with the Customer, try to deliver a comparable article in terms of price and quality. After agreement, the order will be accepted in an adjusted form.
- Luspada has the right at all times to verify an order in advance or to refuse it without giving reasons, which will be communicated to the Buyer by Luspada as soon as possible.
- The prices on the websites of Luspada are in British Pounds (£) or Euros (€) and are current prices. All prices of Luspada are subject to programming and typing errors.
- All prices are inclusive of packaging costs, exclusive of VAT* and costs of transport, shipping and statutory contributions unless stated otherwise. Per order, depending on the method of payment, a one-off contribution to the shipping costs mentioned on the websites will be charged.
- Luspada cannot be held to the prices quoted by it at the moment that Luspada indicates that the Offer or a part of the Offer contains an apparent mistake, printing error, misprint or writing, unless the Customer proves that it is unreasonable, in terms of reasonableness and fairness and in accordance with generally accepted views, not to hold Luspada to the Offer.
- Luspada is entitled to adjust the prices or parts thereof for goods or services that have not yet been delivered and/or not paid for, in accordance with any changes in price-determining factors, such as raw material prices, wages, taxes, production costs, currency exchange rates, etc.
- Luspada is at all times authorised to adjust the prices immediately if a statutory price-determining factor gives cause to do so.
- Price changes as described in this article, to which Luspada is entitled at all times, will be communicated to the Customer in the usual manner as soon as possible. Failure to receive notification of price changes does not entitle the Customer to delivery at the prices previously stated by Luspada.
5. Delivery, transport and risk
- Luspada determines the mode of transport and the carrier. If the Customer has special transport requirements, the additional costs will be at the Customer’s expense. All orders will be delivered to the collection point or street address specified by the Customer.
- The ordered article is at the risk of the Customer from delivery, even if ownership has not yet been transferred to the Customer.
- Luspada will attempt to deliver the order expeditiously, but no later than the fourth business day after the order date. In the event of a delay in the delivery of all or part of the order, Luspada will inform the Customer in good time.
- All (delivery) dates stated by Luspada are approximate and are determined on the basis of the information and circumstances known to Luspada at the time the Agreement was entered into. The agreed delivery period never counts as a deadline, unless explicitly agreed otherwise.
- Luspada reserves the right to deliver the order in parts. Partial deliveries or subsequent deliveries are free of charge.
- If an order is unexpectedly incomplete upon delivery, the Customer must report this to Luspada immediately upon receipt. Luspada will then promptly deliver the missing part of the order.
- If an order delivered by Luspada contains articles that have not been ordered by the Customer, the Customer must report this to Luspada immediately upon receipt. The Customer can then return the wrongly delivered articles according to the procedure to be communicated by Luspada to the Customer, after which Luspada will send any missing articles.
- As soon as the Customer uses or resells the incorrectly delivered articles, the right to return these articles lapses and Luspada will charge the Customer for these articles.
- The Customer is obliged to take delivery of the purchased goods at the time they are made available to him or at the time they are delivered to him. If the Customer refuses to take delivery or fails to provide information or instructions necessary for delivery, the goods will be stored for a maximum of 4 weeks at the expense and risk of the Customer. In that case, the Customer shall owe all additional costs, including in any case storage costs.
6. Payment and bank details
- Payment shall be made by bank or giro direct debit, credit card, online banking or on account, subject to the conditions set out in more detail on the websites and in mailings.
- Luspada is always entitled to demand (partial) prepayment or any other security for payment from the Buyer.
- If it has been agreed that the Customer shall pay by bank giro collection or invoice, a (fatal) payment term of 30 days after the invoice date shall apply. The Customer is not entitled to deduct any amount from this purchase price on account of a counterclaim lodged by him. Payment must be made to bank account number IBAN: NL58 KNAB 02569 05398 BIC: KNABNL2H of Knab, stating the customer and invoice number.
- If, after the expiry of the period referred to in the previous paragraph, an invoice has not been paid in full or no direct debit has been possible, the Customer shall owe Luspada default interest at the rate of 2% per month with effect from the expiry of that period, with part of a month being counted as a whole month.
- Payment must be made in the agreed currency without set-off, discount or suspension for whatever reason.
- In justified cases, Luspada reserves the right not to accept a proposed method of payment. In that case, this will be communicated and the order will be sent after advance payment.
- If the Customer still fails to make payment after a reminder, Luspada is also entitled to charge the Customer extrajudicial collection costs.
The extrajudicial collection costs referred to in the previous paragraph amount to:
- 15% of the amount of the principal over the first £ 2,500.00 of the claim (with a minimum of £ 40.00);
- 10% of the amount of the principal over the next £ 2.500,00 of the claim;
- 5% of the amount of the principal over the next £ 5.000,00 of the claim;
- 1% of the amount of the principal over the next £ 1,900,000.00 of the claim;
- 0.5% over the excess of the principal sum with a maximum of £ 6.775,00.
- If the Customer fails to pay in full, Luspada is entitled, without further notice of default being required, to dissolve the Agreement by means of a Written statement or to suspend its obligations under the Agreement until the Customer has paid. Luspada also has the aforementioned right of suspension if, even before the Customer is in default of payment, it has valid reasons to doubt the Customer’s creditworthiness.
- Payments made by the Customer are first deducted by Luspada from all interest and costs owed and then from the longest outstanding invoices, unless the Customer states in writing upon payment that these relate to a later invoice.
- The Customer may not set off Luspada’s claims against any counterclaims the Customer may have against Luspada.
- Luspada reserves the right to retain or cancel a Customer’s order, any further orders until Luspada has confirmed payment of the Customer’s invoice to its account.
- Electronic invoices will be sent to the e-mail address provided by the Customer when requesting the business account. For changes to the e-mail address and the method of sending invoices, the Customer may contact Luspada’s Customer Contact Center. For invoices sent by post, Luspada reserves the right to charge a shipping surcharge.
- Luspada has the right to require a 100% advance payment from newly registered companies.
7. Retention of ownership
- Luspada retains ownership of all articles delivered or to be delivered to the Customer until the time at which the Customer has fulfilled all its payment obligations to Luspada.
- The payment obligations referred to in the previous paragraph consist of the payment of the purchase price of the articles, plus claims for work carried out in connection with the delivery and claims for attributable failure on the part of the Customer to fulfil its obligations, such as claims for the payment of damages, extrajudicial collection costs, interest and any penalties.
- The Customer must keep the articles carefully and as identifiable property of Luspada for as long as they are subject to retention of ownership.
- As long as the delivered articles are subject to a retention of ownership, the Customer cannot pledge the articles in any way or grant a third party any other right to them.
- The Customer must immediately inform Luspada in Writing if third parties claim to have ownership or other rights to the articles that are subject to retention of ownership.
- The Customer must arrange for such business or household contents insurance that the items delivered subject to retention of ownership are co-insured at all times and shall allow Luspada to inspect the insurance policy and the corresponding premium payment receipts upon the first request.
- If the Customer acts contrary to the above provisions of this article or if Luspada invokes the retention of title, Luspada and its employees have the irrevocable right to enter the Customer’s premises and take back the items delivered under retention of title. This applies without prejudice to Luspada’s right to compensation for damage, loss of profit and interest and the right to dissolve the agreement without further notice of default, by means of written notification.
- The Customer may not assign or pledge claims against Luspada, for whatever reason, to a third party. This clause has effect under property law within the meaning of Section 83(2) (in conjunction with Section 98) of Book 3 of the Dutch Civil Code.
8. Defects, complaint periods and warranty
- Luspada guarantees that the goods delivered will comply with the agreement, on the understanding that minor deviations accepted in the industry with regard to sizes, weights, numbers, discolourations and minor mutual colour deviations, etc. do not count as a shortcoming on the part of Luspada.
- On all technical devices – regardless of brand or type – Luspada gives at least one year warranty unless stated otherwise.
The Customer must examine the delivered items upon delivery, in doing so the Customer must check whether the delivered items comply with the Agreement;
- whether the right things have been delivered;
- whether the goods delivered correspond in terms of quantity and number with what has been agreed;
- whether the delivered goods meet the requirements that may be set for normal use and/or commercial purposes.
- Customer must report complaints to Luspada in writing within 14 days after delivery.
- If the Customer does not report defects or complaints within the aforementioned period, his complaint will not be dealt with and his rights will lapse.
- Legal claims and defences against Luspada, based on facts that would justify the claim that the delivered articles do not comply with the agreement, by lapse of one year after delivery.
In addition, any claim of the Customer in respect of delivered items shall lapse if:
- articles cannot (or no longer) be identified as originating from Luspada;
- the defects are the result of normal wear and tear, injudicious and/or incorrect handling, use and/or storage or maintenance of the articles;
- Luspada was not immediately given the opportunity by the Customer to investigate the complaints and fulfil its obligations;
- Customer has not, not timely or not properly fulfilled any of his obligations.
- Complaints about invoices must be submitted in writing within five business days of the date on which the invoices were sent.
- If it has been demonstrated that the Articles do not comply with the Agreement, Luspada has the choice either to repair the Articles in question against their return, or to replace them with new Articles or to refund the invoice value thereof. These terms and conditions apply in full to this new delivery.
- Luspada gives the Customer the right to return the Articles within 14 days of receipt at the latest, provided the Articles are returned in their original packaging to an address approved by Luspada and are in new condition. In that case Luspada will dissolve the Agreement. Unless expressly stated otherwise, the costs of returning the Articles are for the Customer.
Luspada is at all times entitled to dissolve the agreement without further notice of default by means of a written notification to the Customer at the time at which the Customer is notified:
- is declared bankrupt or an application for bankruptcy has been filed;
- applies for (provisional) suspension of payments;
- is affected by an enforcement order;
- is placed under guardianship or administration;
- he otherwise loses control or legal capacity over his assets or parts of his assets, including the situation where the debt rescheduling arrangement has been declared applicable.
- The Customer must always inform the receiver or administrator of the (content of the) agreement and these general terms and conditions.
- Each party is obliged to keep confidential from third parties all information of a confidential nature, in whatever form, obtained from the other party. Parties shall not use the information of a substantive nature for their own benefit.
- Luspada records the Customer’s data and the data provided by him/her in a database. Luspada will use the information from this file in accordance with Dutch privacy legislation. Luspada has the right to use name and address data from its files for commercial purposes, with due observance of the provisions of the first paragraph of this article, unless the Customer has notified Luspada in writing that the data provided by him/her may not be used for this purpose.
11. Force majeure
- The delivery period referred to in Article 5.3 will be extended by the period during which Luspada is prevented from fulfilling its obligations due to force majeure.
- Force majeure on the part of Luspada shall be deemed to exist if, after the conclusion of the agreement, Luspada is prevented from fulfilling its obligations under this agreement or the preparations thereof as a result of war, threat of war, civil war, terrorism, riots, molestation, fire, water damage, flooding, strikes, sit-down strikes, lockouts, import and export restrictions, government measures, machine breakdowns, disruptions in the supply of energy, all this both in Luspada’s company and from third parties, from whom Luspada must obtain all or part of the necessary materials, as well as during storage or transport, whether or not under its own management, and furthermore due to all other causes, through no fault of its own or Luspada’s sphere of risk.
- If force majeure occurs while the agreement has already been partly executed, the Customer is entitled either to retain the part of the articles already delivered and to pay the purchase price due for them, or to regard the agreement as terminated also for the part already executed, subject to the obligation to return to Luspada what has already been delivered to the Customer at the Customer’s expense and risk, if the Customer can demonstrate that the part of the articles already delivered can no longer be used effectively by the Customer as a result of the non-delivery of the remaining articles.
- In the execution of an agreement, Luspada is not liable for direct damage, except in the case of intent. In any case, Luspada is not liable for any indirect damage, including physical damage, business losses, loss of use and other consequential damage suffered by the Customer as a result of (possible) shortcomings or default on the part of Luspada in the execution of the agreement. Luspada’s liability is, in any case, limited to the amount of the invoice amount of the articles.
- Luspada cannot be held liable for the failure to achieve performance, tolerances or properties of the Articles, unless these are specifically and explicitly guaranteed in Writing by Luspada. It is the responsibility of the Customer whether the articles are sufficiently suitable for the intended use of the Customer, even if Luspada has given the Customer advice on the application.
- Damage, as referred to in this article, must be reported in writing to Luspada as soon as possible, but at the latest within 2 (two) weeks of the occurrence of the damage. Damage that has not been reported to Luspada within that period will not be eligible for compensation unless the Customer demonstrates that it was unable to report the damage earlier.
- Luspada is not liable for any advice or recommendations made by Luspada on its websites or by its employees or suppliers, whether or not in writing or verbally.
13. Intellectual Property Rights
- Luspada guarantees that the Articles it delivers as such do not infringe any Dutch patent rights, design rights or other industrial or intellectual property rights of third parties.
- If Luspada is required to acknowledge or if a Dutch court in a legal action in a decision that is no longer subject to appeal finds that any matter delivered by Luspada infringes the rights of third parties as referred to herein, Luspada will take back the matter in question. The Customer is obliged to cooperate in the return of the case in question.
14. Disputes and applicable law
- The agreement concluded between Luspada and the Customer is governed exclusively by Dutch law.
- The applicability of the Vienna Sales Convention (CISG) is expressly excluded.
- Any disputes will be submitted to the competent court in the place where Luspada has its registered office, although Luspada always retains the right to submit a dispute to the competent court in the place where the Customer has its registered office.
- If the Customer has its registered office outside the Netherlands, Luspada is entitled to choose to submit the dispute to the competent court in the country or state where the Customer has its registered office.
The content of this site as well as the content of all other expressions of Luspada on the Internet has been compiled with the greatest care. However, Luspada cannot guarantee the nature, accuracy or content of this information. Luspada is not liable for any errors or inaccuracies that may occur or for the consequences of the use of the information in question.