Terms and Conditions
General Terms and Conditions
Article 1. General
- The Wadokai Online Webshop is wholly owned and represented by Wadokai Nederland.
- These conditions apply to any tender, offer and agreement between Wadokai Nederland. registered in Gorinchem, The Netherlands, hereinafter referred to as "User", and another Party on which the User has stated these conditions applicable, as far as the parties do not reject these conditions expressly and in writing.
- If one or more provisions of these terms at any time wholly or partially become invalid, the validity of the remaining provisions will not be affected.
- If User does not always require strict compliance of these terms and conditions, this does not mean that its provisions are not applicable, or that User would lose in any degree the right to demand strict observance of the provisions of these terms and conditions in other cases.
Article 2. Tender and Offers
- All tenders and offers from User are free of obligations. A tender or offer expires if the product to which the offer relates in the meantime is no longer available.
- User cannot be held on its tenders or offers if the other Party reasonably understood that the quotation or offer, or a part thereof, contains an obvious error or mistake.
- Prices stated in tenders and offers shall be inclusive of VAT unless otherwise stated.
- If the acceptance (or non-subordinate items) deviates from the tender offer or the offer included then User shall not be bound. The agreement shall in such event not be concluded in accordance with said deviating acceptance, unless User indicates otherwise.
- A compound offer shall not oblige User to execute part of the assignment against a corresponding part of the specified price. Offers and tenders shall not automatically apply to future orders.
- For items purchased via the online web shop there is an inspection period of 7 working days from receipt of the Wadokai Online Webshop product.
- During the inspection period the consumer has the right of withdrawal where he has the opportunity to return the Wadokai Online Webshop product for remuneration of the direct cost of returning.
Article 3. Contract Duration, delivery schedules, performance and modification agreement; price increase
- For the provision of certain cases a period is agreed or specified, it is never a deadline.
- If the agreement is amended, including a supplement, then the User is entitled to carry out their first agreement after it was given by the competent person within User and the other Party has agreed to implement the specified price and other conditions, including the then to determine when it will be implemented. Failure or not to immediately implement the amended agreement does not default User and the other Party is not entitled to cancel the agreement.
- If the other Party defaults on the rightful observance of its obligations towards User. The other Party is liable for all damages (including all costs arising directly or indirectly) on the part of User.
- If User agrees upon a certain price with the other Party the moment the agreement is concluded, Usershall nevertheless be entitled to increase the price, also when the original price has not been given with reservation.
If the price is the result of an amendment to the agreement;
- If the price increase is resulting from User, authority delegated to a User resting on competence or obligation as a result of the law.
- In other cases, this is on the understanding that the other Party who does not act in the exercise of a profession or business is entitled to a written declaration dissolving the agreement if the price increase amounts to more than 10% and takes place within three months after closing the agreement.
Article 4. Suspension, dissolution and termination of the interim agreement
- User in carrying out its obligations is authorised to suspend or delay the agreement with immediate effect and to dissolve, if:
- the other Party's obligations under the agreement do not fully or timely comply,
- after the conclusion of the contract User learns of circumstances giving good reason to fear that the other Party will not fulfill its obligations,
- the other Party at the conclusion of the agreement was requested to provide security for the payment of its obligations under the agreement and this security is not provided or insufficient ;
- if delay on the part of the other Party, User can no longer be required to comply with the agreement against the initially agreed conditions, User is entitled to terminate the agreement.
- If circumstances arise of such nature that compliance with the agreement is impossible or unaltered maintenance of the User agreement cannot be reasonably required.
- If the dissolution is attributable to the other Party User is entitled to compensation for damages, including costs, thereby directly and indirectly created.
- If the agreement is dissolved, the User's claims against the other Party shall be forthwith due. If User suspends fulfillment of the obligations, he retains his rights under the law and the agreement.
- If User on the grounds mentioned in this article suspends or dissolves them, for that reason he is in no way liable for damages and costs incurred or compensation, while the other Party, by character of default, up to damages or compensation is liable.
- In the event of liquidation, (application of) receivership or bankruptcy, or seizure - when and where the seizure is not lifted within three months - at the expense of the other Party, of a debt or other circumstance which the other Party as a result of which the other Party has no longer free disposal, User shall be allowed to terminate the agreement immediately as of that moment, or cancel the order or agreement, without being obligated to pay any damages or compensation. In that case, User's claims against the other Party shall be forthwith due and payable.
- If the other Party cancels in whole or in part a placed order, the ordered or prepared goods, plus any possible costs of supply and delivery thereof and the working hours reserved for the execution of the agreement, integral to the other Party shall be charged.
Article 5. Force Majeure
- User is not obliged to fulfill any obligation towards the other Party if it so hampered as a result of a circumstance that is not due to negligence, and by virtue of law, a legal act or generally accepted in his practice.
- Force majeure is in these terms and conditions, in addition to its connotations in the law and covenants, all external causes, foreseen or unforeseen, that User cannot influence but which prevents User from meeting its obligations. User also has the right to invoke force majeure if the circumstance rendering (further) fulfillment of the contract impossible, which commences after the User should have fulfilled his obligation.
- Throughout the duration of the circumstances of force majeure, User shall be entitled to suspend obligations under the agreement. If this period lasts longer than two months, then either of the parties is entitled to dissolve the agreement without any obligation to pay compensation to the other Party.
- If User at the time of the occurrence of force majeure partially fulfilled its obligations under the agreement or will be able to fulfill them and User attributed some independent value to the part already fulfilled or still to be fulfilled respectively, User is entitled to invoice the part already fulfilled or still to be fulfilled. The other Party shall pay such invoice as if it were a separate agreement.
Article 6. Payment and collection costs
- Payment should always be made within 14 days from the invoice date, in the currency specified on the invoice, unless otherwise specified by User.
- Purchases through the online web shop must be paid in advance.
- If the other Party fails to pay an invoice on time, then the other Party is legally in default. The other Party will be charged interest of 1% per month on the due amount, unless the statutory interest rate is higher, in which case the statutory interest rate shall apply. The interest on the due amount will be calculated from the time that the other Party defaults up until the payment of the full amount owed is received.
- User has the right by the other Party to spread payments in the first place to reduce the costs, subsequently to reduce the interest still due and finally to reduce the principal and accrued interest.
- User can, without being in default, refuse an offer of payment, if the other Party designates a different sequence of attribution. User can refuse full payment of the principal, if this does not include the accrued interest and collection costs.
- The other Party shall pay the amounts due to User without any set-off.
- If the other Party is in default or omission in the (timely) performance of its obligations, then all reasonable costs incurred in obtaining settlement out of court shall be borne by the other Party. The extra costs are calculated in accordance with the standard scale for such charges, at this moment the calculation method according to the Dutch calculation method report "Voorwerk II”. If User demonstrates that it has incurred higher collection costs which were reasonably necessary, these costs qualify for reimbursement. Any judicial and execution costs will also be recovered from the other Party. Furthermore, the other Party is required to pay interest on the collection costs.
Article 7. Retention
- All by User shall remain User's property until the other Party has properly fulfilled all of his obligations under the agreement concluded with User.
Article 8. Guarantees, research and advertising
- The User to supply goods that shall meet the usual requirements and standards which can reasonably be made at the time of supply and for which they have been at normal intended use.
- In paragraph 1 of this Article User shall guarantee for a period of six months after delivery, unless the nature of the delivered results otherwise or the parties agree otherwise. If User’s provided guarantee is about a case produced by a third Party, then the guarantee is limited to those provided by the producer of the matter, unless otherwise indicated. After the guarantee period, all costs for repair or replacement, including administration, postage and/or transportation costs shall be borne by the other Party.
- Any kind of guarantee will not apply if a defect is the result of or arising from improper use, improper storage or maintenance by the other Party and / or third parties where, without the written consent of User, the other Party has processed or modified the goods other than as prescribed. The other Party is not entitled to warranty if the defect is caused by or arising from circumstances where Users can exercise no influence, including weather conditions (such as but not limited to, extreme temperatures or rainfall) etc.
- The other Party is obliged to inspect immediately when things are made available to him. The other Party is to examine whether the quality and / or quantity of the delivered goods corresponds with what was agreed and meets the requirements which the parties thereto have agreed. Any defects must within two months after discovery be reported in writing to User. The notification must give a detailed description of the defect, so that User is able to respond adequately. The other Party shall give User the opportunity to investigate the complaint.
- If the other Party appeals within time, this does not suspend the obligation of payment. The other Party in that case also remains obliged to accept and pay for the otherwise ordered, except where it has no independent value.
- If a defect is reported later, then the other Party is no longer entitled to repair, replacement or compensation, unless the nature of the case or the other circumstances of the case result in long-term.
- If a product is discovered as defective and it is appealed in time, then the User will within a reasonable time after return receipt, at the option of the other Party, provide a replacement or a replacement fee to the other Party. In case of a replacement, the other Party is held responsible to return the good(s) to be replaced to User and to return the ownership of it to User, unless User indicates otherwise.
- If it transpires that a complaint is unfounded, then the costs incurred thereby, including the research and investigation costs, in support of the case is therefore borne by the other Party.
Article 9. Liability
- If the User should be liable, this liability is limited to the stipulations which are governed.
- The User shall not be liable for damages of any kind, incurred because the User is assumed by or on behalf of the other Party provided inaccurate and/or incomplete data.
- User is entirely responsible for direct damage.
- Direct damage charges:
- the reasonable costs incurred in determining the cause of the damage to the extent that this involves direct damage;
- any reasonable expenses incurred in the poor performance of User to conform to the Agreement, so far as this can be attributed to User;
- reasonable expenses incurred to prevent or minimize damage, if the other Party proves that these costs have led to limitation of direct damages as provided in these terms.
- User shall never be liable for indirect damages, including consequential damages, lost profits, lost savings and damage or other business stagnation. In the case of a consumer it extends no further than this limit, which is permitted under paragraph 2 of Article 7:24 BW.
- If User should be liable for any damages, then the liability shall be limited to a maximum of three times the value of the invoice order, at least for that portion of the order to which the liability relates.
- The liability of User in any case shall always be limited to the amount of the benefit of its insurer where appropriate.
- In this article the limitations of liability shall not apply if the damage is due to intent or gross negligence of User or his senior subordinates.
Article 10. Limitation period
- Notwithstanding the statutory limitation periods, the limitation period of all claims and defense towards User, and third parties involved by User in the implementation of an agreement is one year.
- The provisions of paragraph 1 shall not apply to legal claims and defenses that are based on facts which would justify the assertion that the goods delivered to the agreement would not answer. Such claims and defenses bared shall lapse two years after the other Party of such non-compliance has been informed.
Article 11. Transfer of Risk
- The risk of loss, damage or loss to the other Party goes on at the moment matters to the other Party in the affairs of the other Party is brought.
Article 12. Indemnification
- The Other Party indemnifies User for any claims by third parties in connection with the implementation of the damage suffered and whose cause other than attributable to User.
- If User accordingly by third parties should be addressed, then the other Party shall take all lawful and appropriate measures to assist and immediately take necessary action within their power. If the other Party defaults in taking appropriate measures, then User, without notice, is entitled himself to do so. All costs and damages on the part of User and third parties which are created shall be for the account and risk of the other Party.
Article 13. Intellectual Property
- User reserves the rights and responsibilities for which he is entitled under the Copyright law and other intellectual laws and regulations. User shall have the right to performance of a contract to his side to use his increased knowledge for other purposes, so long as it does not bring strictly confidential information from the other Party to the notice of third parties.
Article 14. Applicable law and disputes
- For all legal relationships where User is a Party, only Dutch law applies, even if an undertaking in whole or in part is implemented abroad or if the legal relationship with the other Party is domiciled there. The applicability of the Vienna Sales Convention is excluded.
- Disputes can always be submitted to the Arbitration Board Home Shopping (De Geschillencommissie Thuiswinkel).
- The parties will first appeal to the courts after they have gone to great efforts to have a dispute by mutual agreement settled.