Terms and conditions
General Terms and Conditions
Article 1. Definitions
1.1. SPATOILET® is the trade- and brand name of THEOREMA B.V. with its registered office at Alkmaar, the Netherlands.
When SPATOILET® is mentioned in these conditions, the rights and obligations are established between Theorema b.v. and the counter party.
Article 2. General
2.1. These conditions are applicable to all tenders and agreements between SPATOILET® and the Client, in so far as these conditions were not amended, in writing, by SPATOILET®.
2.2. The application of the conditions of the Client is excluded.
2.3. If one or more stipulations in these conditions are invalid or are declared null and void, the remaining stipulations will still be applicable. SPATOILET® and the Client shall then agree on substituting stipulations; where the objective and scope are similar to the original stipulations.
Article 3 Tenders
3.1. All tenders are without commitment, unless indicated differently, in writing.
3.2. An agreement may be established:
- Via the internet: After SPATOILET® receives the (fully completed) returned order form from the Client
- Or: After the Client confirms, in writing, acceptance of a tender submitted by SPATOILET® as an order, or when an order given by the Client is confirmed in writing by SPATOILET, or at the start of the fulfillment of an order.
Article 4. Price and payment
4.1. Unless stated differently, all prices are including VAT and other taxes, and including costs, such as administration, freight or reimbursements. Installation is not included.
4.2. If the price is based on purchasing of a specified quantity or a specified value, SPATOILET® is not obliged to deliver less or different goods at the agreed price.
4.3. Payment term:
With internet transactions: As indicated on the website.
Or: Strictly 30 days after the invoice date.
4.4. Payment should be without netting or deducting costs or discounts.
4.5. SPATOILET® are at all times entitled to provide reasons to request surety for compliance with financial obligations.
4.6. If the invoice amount is not paid into the indicated bank account within the payment term, the Client is ex officio in default without a letter of formal notice being necessary. In that case late payment interest of 1% per month or part of a month is due, or the legal interest in the Netherlands if it is higher.
4.7. In case of debt collection, the collection costs are for the account of the Client. The minimum amount for collection is € 250.
4.8. In case of legal collection, all legal costs, including legal advice and legal support, as well as the execution costs are for the account of the Client.
4.9. Even if, in the opinion of the Client, the quality of the products delivered is not the same as the products they purchased, it does not exempt him from his payment obligation.
4.10. If less goods were delivered or received in a good condition than was invoiced, and was refunded timorously to the Client, the Client will still be liable for payment of the amount agreed upon for the goods received in a good condition.
Article 5 Delivery / Transport damages
5.1. Within the Netherlands: Delivery is free of charge, with the understanding that for orders up to € 500 excluding VAT a contribution towards the transport fees are required; for other countries: Delivery at warehouse.
5.2. For internet purchases: SPATOILET® guarantees that the purchased products will be delivered at the delivery address indicated.
5.3. The Client is obliged to receive the goods at the moment when it is delivered to him by SPATOILET, or then at the moment when it is made available to him.
5.4. If the Client refuses to receive the goods or is negligent when providing information or instructions required for the delivery, SPATOILET® may charge it to the account and risk of the Client.
5.5. The delivery time indicated is only indicative and is not the definite time. The Client is still obliged to receive the goods after this term has expired; unless the Client sent SPATOILET® a letter of formal notice for a new delivery date and this date has also expired.
5.6. When numerous goods have to be delivered, SPATOILET® is entitled to deliver in sections and to invoice it as such.
5.7. The Client has to check the state of the packaging at delivery. If the packaging is damaged, they should make a note of it on the delivery note. When there is serious damage to the packaging, the Client has to open the goods in the presence of the transporter to check the damage. The Client should notify SPATOILET® immediately and email a photo that indicates the state in which the goods were delivered to SPATOILET®.
5.8. If it has been established that the goods have been damaged as a result of defective packaging, the Client should refuse the goods and give it back to the transporter. The Client should inform SPATOILET® immediately via email or fax.
5.9. If a consumer / end user orders a product via the internet and it has not been delivered within 30 days, the agreement may be cancelled in writing. The money paid by the Buyer will be refunded by SPATOILET® within eight days into the bank account of the Buyer.
Article 6. Cancellation / Money-back guarantee
6.1 An order confirmed by SPATOILET, can only be cancelled with written permission from SPATOILET®. SPATOILET® may stipulate conditions for cancellation.
6.2 The consumer / end user who bought a product via the internet may return the product free of charge to SPATOILET® within 7 business days from the delivery date, as long as it is undamaged and complete and in the original packaging. The buyer has to inform SPATOILET® via an email within the specified period of his intention to return the product. SPATOILET® will then inform the buyer how the product can be returned to them free of charge. If the invoice has already been paid, the amount paid will be refunded into the bank account stipulated by the Client within eight days after SPATOILET® received the returned product.
Article 7. Installation / Use / Maintenance / Guarantee
7.1 Every product delivered has an installation manual. The Client should carefully follow the instructions, and when legally required, have the installation done by a recognised installer. On request, SPATOILET® will provide the Client with the details of one or more authorised installers.
7.2 Every product sold has instructions for use. The Client should read through this carefully before use and should strictly keep the instructions for use and maintenance.
7.3 SPATOILET® guarantees the product and the correct operation of the product for one year, but only if the installation manual was adhered to and if the user and maintenance manual was considered during operation.
Article 8. Differences, complaints and returns
8.1 There may be small differences in the colour.
8.2 If the goods were not delivered in a good condition or, according to the Client, the goods received was not the same as the goods ordered, or not all the goods ordered were delivered, the Client is obliged to inform SPATOILET® via email or fax as soon as possible, but at least within five business days from receipt of the goods. SPATOILET® is not obliged to accept claims that were received too late. The Client has to provide a clear description of the problem in the complaint.
8.3 Complaints are not accepted if:
a. the installation of the product was not done by a person authorised by SPATOILET® and if the complaint was caused by a wrong connection;
b. this is the result of usage that contradicts the manual;
c. the complaint was caused by bad maintenance or maintenance that was not according to the instructions.
8.4 If the product was damaged during transport, the Client should send a copy of the delivery note where the Client indicated that the goods were delivered in a damaged condition to SPATOILET®. If no indication is given on the delivery note, SPATOILET® will not be able to accept the complaint.
8.5 If there are reasonable grounds for the complaint, SPATOILET® has two options. They may cancel the agreement regarding the damaged goods and credit and refund the Client, or they can replace the goods with the same products.
8.6 Goods that are the subject of a complaint may only be returned to SPATOILET® with the written permission of SPATOILET®. If the goods are not returned within at least eight days after SPATOILET® granted their permission, it is supposed that the Client decided to keep the goods and to withdraw the complaint. In such a case the full purchase price of the goods is due.
8.7 If SPATOILET® replaced goods as a result of a valid complaint, SPATOILET® is considered having delivered the goods on time, even if the delivery period of the Client was exceeded.
8.8 In case of a complaint, the Client will act according to the instructions of SPATOILET® which can be found on their website or can be faxed to the Client on request.
8.9 After a technical fault has been established the product may no longer be used and all usage should be ended.
Artikel 9. Termination and dissolution
9.1 SPATOILET® may terminate their fulfillment obligation of the full or partial agreement or resolve the agreement, if:
- the Client only fulfilled their obligation from earlier contracts late or not at all;
- after entering into the agreement SPATOILET® has reasonable grounds to believe that the Client will not be able to fulfill the payment obligation;
- the Client is requested to provide financial surety and this surety is not provided or is insufficient.
9.2 If there are delays on the side of the Client and it can no longer be expected from SPATOILET® to fulfill the original conditions of the agreement, SPATOILET® is entitled to terminate the agreement.
9.3 Further, SPATOILET® may terminate the agreement if the circumstances are of such a nature that the (unchanged) fulfillment of the agreement can no longer reasonably or fairly be required.
9.4 If the cause of the termination lies in the risk sphere of the Client, or is the result of the actions or negligence of the Client, SPATOILET® has the right to claim costs incurred by them as well as compensation for loss of profit.
Article 10 Liability
10.1 SPATOILET® is liable for damages in as far as these results from the Product Liability Act and to the maximum amount stipulated in this Act.
10.2 Other or further damages that result from the stipulations in the previous section will not be accepted by SPATOILET, unless it is due to the intention or gross negligence by SPATOILET®. If SPATOILET® is liable as a result of the previously mentioned stipulations, liability for loss of profit and resulting damages are specifically excluded.
10.3 The liability of SPATOILET® is at all times limited to the value of the goods that led to the damages. Liability for further damages is specifically excluded.
Article 11. Force Majeure
11.1 In case of force majeure, all liabilities of the parties are suspended until the force majeure is over. If the force majeure lasts for more than eight full weeks, either party has the right to terminate the agreement without being liable to pay compensation to the other party.
11.2 Force majeure includes, apart from the legal stipulations and judicial terminology, import or export sanctions imposed by a government, non or non-timely delivery by the subcontractors or service providers of SPATOILET, and strikes.
11.3 SPATOILET® has the right to rely on force majeure, even if the force majeure occurs after the date SPATOILET® should have fulfilled their commitment.
11.4 SPATOILET® is entitled to payment of part of their invoice as has been delivered at the time when the force majeure occurred, or for the part of the agreement they still will be able to fulfill. In such a case the Client is bound to that invoice as if it is a separate agreement.
Article 12. Reservation of title
12.1 All delivered products remain the property of SPATOILET® until the Client has fulfilled all his obligations towards SPATOILET® in full. If any invoice remains unpaid, the ownership is extended until all goods that was delivered and invoiced has been paid by the Client.
12.2 The products delivered by SPATOILET, which is their property, may only be sold in the context of normal business practices.
12.3 The Client may not process, sell or encumber any products that falls under reservation of title.
12.4 If third parties seize goods under reservation of title, the contracting party should inform the execution creditor of the reservation of title and he should also inform SPATOILET® immediately.
12.5 The Client is obliged to insure the products under reservation of title sufficiently and to keep it that way.
Article 13. Intellectual property and copy rights
13.1 SPATOILET® reserves the rights and competencies it is entitled to in accordance with the Copy right Act and other intellectual and industrial legislation regarding all its products, as long as these rights do not belong to third parties.
13.2 The Client is prohibited to have the products delivered by SPATOILET® copied else ware, or to produce replicas thereof that only deviates from the original in insignificant areas, or be directly or indirectly involved in this.
Article 14 Applicable law / disputes
14.1 Dutch law is applicable to all agreements.
14.2 The judge present in the place where SPATOILET® is established when a dispute arise is the capable judge. The previous stipulation is also applicable if the business completely or partially takes place in outside the Netherlands and / or if the Client is established or lives outside the Netherlands, unless the law specifically states differently.
14.3 The parties will first try to settle disputes between themselves before directing it at a judge.
14.4 The application of the Vienna Sales Convention is excluded.
Article 15. Translation, versions
15.1 If these conditions are offered in a different language and a dispute arise regarding the interpretation and construction thereof, the Dutch text will always prevail.
15.2 The latest valid version at the signing of the agreement is always applicable.
Alkmaar, version 1.0 (January 2008)