Terms & Conditions
GENERAL TERMS AND CONDITIONS WEBSHOP GREYLAB FOOTWEAR B.V.
In these General Terms and Conditions the following definitions are used:
1.1. “Acceptance”: the acceptance by the Consumer of the Offer, qualifying as a unilateral legal act within the meaning of article 6:217 DCC, as a result of which an Agreement within the meaning of article 6:217 DCC is concluded.
1.2. “Agreement”: a distance contract (in Dutch: overeenkomst op afstand) concluded between the Supplier and the Client through a system organized by the Supplier for the distance sale of Products and/or Services, without the physical presence of the Parties, in which until the conclusion of the agreement, solely one or more techniques for distance communication are used.
1.3. “Client”: the Consumer who provides the Supplier with the order to deliver Products and/or Services.
1.4. “Consumer”: the natural person who is not acting in the exercise of a profession or business.
1.5. “Day”: calendar day.
1.6. “DCC”: Dutch Civil Code.
1.7. “General Terms and Conditions”: the most recent version of the present General Terms and Conditions.
1.8. “In Writing”: by post or e-mail.
1.9. “Offer”: Products and Services offered by the Supplier, qualifying as the unilateral legal act of an offer within the meaning of Section 6:217 of the DCC.
1.10. “Parties”: Supplier and Client.
1.11. “Product”: the products offered by the Supplier on the Website.
1.12. “Reflection period” (in Dutch: Bedenktijd): the period of 14 Days within which the Client can make use of its Right of Withdrawal free of charge and without having to provide any reason, unless the Agreement relates to the delivery of Products that are custom made according to the Client’s specifications.
1.13. “Right of Withdrawal” (in Dutch: herroepingsrecht): the Client’s option to withdraw from the Agreement within the Reflection period.
1.14. “Service”: all services provided by the Supplier within the framework of the Agreement in the broadest sense of the word, including the transport or delivery of the Product and/or advising Consumers.
1.15. “Supplier”: Greylab Footwear B.V., having its registered office in ‘s-Hertogenbosch and with visiting address Zuidwal 4, 5211JK ‘s-Hertogenbosch (Chamber of Commerce 76029026).
1.16. “Website”: the Supplier’s webshop on which Products and Services are offered that can be purchased by Consumers.
2. Identity of the Supplier
Greylab Footwear B.V.
Address: Zuidwal 4
Postal Code: 5211JK ‘s-Hertogenbosch, Nederland
Telephone number: +31(0) 73 720 0904
E-mail address: CU@Greyderlab.com
Chamber of Commerce number: 76029026
3.1. These General Terms and Conditions apply to all Offers, order confirmations, any and all negotiations between the Supplier and the Client and to all Agreements concluded or to be concluded between the Supplier and the Client, as well as to the execution thereof.
3.2. Before the Agreement is concluded electronically, the contents of the General Terms and Conditions will be made available to the Client electronically in such a way that it can be easily saved by the Client on a durable data carrier.
3.3. If one of the provisions of the Agreement or these General Terms and Conditions are proved to be invalid (in Dutch: nietig) or voidable (in Dutch: vernietigbaar), the Agreement and General Terms and Conditions will remain in full force for the rest. Parties will enter into consultations with each other in order to agree on a new provision as a replacement, which provision shall correspond as much as possible with the purpose and purport of the invalid or annulled provision.
4.1. Amendments to the Agreement and the General Terms and Conditions shall only become effective after they have been agreed on explicitly, In Writing and in advance by the Parties.
4.2. Notwithstanding the provision of article 4.1, Supplier reserves the right to revise the contents of the General Terms and Conditions at any time and will notify the Client of any changes.
5.1. The Website contains a complete and accurate description of the Products and/or Services offered and their characteristics. The description is sufficiently detailed to enable a proper assessment of the Offer by the Client. Obvious mistakes or errors in the Offer are not binding on the Supplier. Whether there is an obvious mistake and/or error will be determined solely by the Supplier.
5.2. Each description of the Products and/or Services, or the description when completing the order, contains such information that it is clear to the Client what rights and obligations are attached to the conclusion of the Agreement. This concerns in particular:
a. the price of the Products and/or Services;
b. any additional freight, delivery or postage charges;
c. the manner in which the Agreement will be concluded and which actions are required;
d. the term for Acceptance of the Offer, or the term within which the Supplier guarantees the price;
e. the method of payment, delivery, performance and the term within which the Supplier undertakes to deliver the Products or to provide the Services;
f. the manner in which the Client, prior to entering into the Agreement, can check the information provided by him under the Agreement and, if desired, correct it; and
g. any languages in which, in addition to English, the Agreement can be concluded.
6. The Agreement
6.1. An Agreement between the Supplier and the Client is concluded after the Supplier’s Offer and the Client’s Acceptance of that Offer.
6.2. If the Client has accepted the Offer electronically, the Supplier will immediately confirm receipt of the Acceptance of the Offer electronically. As long as the receipt of this Acceptance has not been confirmed by the Supplier, the Client may terminate (in Dutch: ontbinden) the Agreement.
6.3. (Verbal) agreements between the Parties, after the Agreement has been concluded, will only become effective after confirmation thereof In Writing by both Parties.
6.4. The Supplier is authorized to engage intermediaries or third parties in the execution of the Agreement.
6.5. The Client entitles the Supplier to execute the Agreement in parts and to invoice the Client separately for each partial delivery. Each partial delivery is qualified as a separate delivery within the meaning of these General Terms and Conditions.
6.6. The Supplier can – within the statutory framework – verify whether the Client can meet its payment obligations, as well as all those circumstances that are relevant for a sound conclusion of the Agreement. If, on the basis of this verification, the Supplier has good reasons not to enter into the Agreement, it is entitled to refuse an order or request, with reasons, or to attach additional conditions to the execution thereof.
6.7. During the performance of the Agreement, the Supplier will in particular send the following information to the Client, In Writing or in such a way that it can be saved by the Client in an accessible manner on a durable data carrier:
a. all information referred to in Article 5.2 of these General Terms and Conditions, unless this information has already been provided to the Client before the conclusion of the Agreement;
b. the manner in which the Client can report complaints to the Supplier;
c. information regarding guarantees and service after the conclusion of the Agreement.
7.1. The information and advice as stated on the Supplier’s Website is based on the regular use of the Products under normal circumstances, depending on the circumstances of the case.
7.2. The Supplier will only provide specific advice on the Products to be delivered at the explicit request of the Client.
7.3. The information and advice provided by the Supplier on the Website are of a general and indicative nature and do not bind the Supplier.
8. Right of Withdrawal
8.1. The basic principle is that the Products from the Supplier comply with the Agreement and are sound. Client is entitled to this.
8.2. When purchasing Products remotely, the Client has the option to terminate (in Dutch: ontbinden) the Agreement without giving reasons within a period of 14 Days. To this end, the Supplier offers a link on the Website with a withdrawal form. The Reflection Period starts on:
a. the day of receipt of the Product by the Client; or
b. the day on which the Client has received the last Product, if the Client has ordered several Products in the same order that will be delivered separately; or
c. the day on which the Client has received the last shipment or the last part, if the delivery of a Product consists of different shipments or parts.
The Right of Withdrawal can also be used before the delivery has taken place.
8.3. The Right of Withdrawal does not apply to the Agreement for the provision of Services if the Supplier has already commenced its activities with the express prior consent of the Client or at the request of the Client before the expiry of the Reflection Period, or if the Client has declared to waive the Right of Withdrawal as soon as the Supplier’s obligations has been fulfilled. If the concluded Agreement provides for the provision of Services, the Right of Withdrawal applies for 14 Days as from the day on which the Agreement is concluded.
8.4. The Right of Withdrawal is excluded with regard to any advice given by the Supplier and/or on the Website.
8.5. During the Reflection Period, the Client will handle the Product and all that is delivered with it with due care. He will only unpack or use the Product to the extent necessary to assess whether he wishes to keep the Product. The Client must be able to assess the nature, characteristics and operation of the Product. Therefore, the packaging may be removed. The Client is liable for the depreciation of the Product if a treatment thereof during the Reflection Period has gone beyond what is necessary to determine its nature, characteristics and operation.
8.6. The Client who wishes to use the Right of Withdrawal is obliged to notify the Supplier of this in a timely manner by means of an unambiguous statement to that effect. The Client can use the withdrawal form for such an unambiguous statement, which can be downloaded on the Website.
8.7. The Supplier will immediately confirm receipt of the statement as stated in the previous paragraph to the Client.
8.8. If the Client makes use of his Right of Withdrawal, he will make the Product with all accessories supplied and – if reasonably possible – in the original condition and packaging available to the Supplier in order for the Supplier to collect the Product, within 14 Days after he has stated that he wishes to make use of his Right of Withdrawal, in accordance with the reasonable and clear instructions provided by the Supplier.
8.9. If the Client makes use of its Right of Withdrawal, solely the costs of returning the Product are at the expense of the Client.
8.10. Within 14 Days after the Client’s statement, the Supplier will, if the Client had already paid the purchase price of the Product, refund the purchase price (including the delivery costs) by means of the same payment method that was previously used by the Client, except if the Client has explicitly agreed on another payment method.
8.11. If the Client does not make use of the Right of Withdrawal within the Reflection Period, the Agreement will become final.
9. The price
9.1. The prices as stated on the Website are in Euro (€), including VAT and excluding shipping costs.
9.2. The Supplier has the right to adjust the prices of the Products and/or Services on the Website at all times.
9.3. The Client cannot derive any rights from any bonuses or discounts given by the Supplier in the past.
10. Delivery and execution
10.1. The place of delivery is the address that the Client has made known to the Supplier.
10.2. The Supplier will deliver placed orders with due speed, but no later than 30 Days after the conclusion of the Agreement, unless a different delivery period has been agreed on. If the delivery is delayed, or if an order cannot be delivered or only be partially delivered, the Client will be notified of this no later than 30 Days after placing the order. In that case, the Client has the right to terminate (in Dutch: ontbinden) the Agreement free of charge and is possibly entitled to compensation for incurred damages after the Client has sent the Supplier a reminder and has given him notice of default.
10.3. The delivery period stated by the Supplier does not commence until after the Supplier has confirmed the order In Writing. The delivery periods are entirely without obligation, however the Supplier will use its best efforts and will do all that is possible to realize delivery within the agreed period.
10.4. In the event of termination in accordance with Article 10.2, the Supplier will repay the amount that has already been paid by the Client as soon as possible, but no later than 30 Days after termination.
10.5. The risk of damage to and/or loss of Products remains with the Supplier until the moment of delivery to the Client, unless expressly agreed on otherwise.
10.6. Postponement of a delivery period at the request of the Client can only take place with the explicit permission of the Supplier In Writing, on the condition that the Client pays the amount owed to the Supplier before the initially agreed delivery date and on the condition that the costs and losses associated with the delay are at the expense of the Client, in which case the cost specification as provided by the Supplier to the Client is binding for the Client.
10.7. If the Client fails to accept the Products when they are offered at the delivery date for the first time by the Supplier, the Supplier is entitled to store the Products at the expense and risk of the Client. The Supplier will not make the Products available to the Client until the additional costs for transport and storage have been paid in full by the Client. If the Products have not been collected by the Client within 30 Days after the original delivery date, the Supplier has the right, after sending a reminder, to destroy the Products or to find another destination for them. In that respect, the Client does not have the right to submit a claim against the Supplier. Any proceeds from the reallocation will be settled with the Client after deduction of related costs, without prejudice to the Supplier’s right to claim the full price as agreed on.
11.1. The Products ordered on the Website are paid immediately upon completion of the order by means of a payment method as stated on the Website, unless expressly agreed otherwise In Writing.
11.2. The Client is obliged to immediately report any inaccuracies in the payment details provided or stated on the Website to the Supplier.
11.3. If the Client does not fulfil its payment obligation(s) in time, he will be in default after he has been notified by the Supplier of the late payment and the Supplier has granted the Client a period of 14 Days to fulfil his payment obligations. If the Client has not fulfilled his payment obligations within this 14-day period, the Client has to pay the statutory interest (in Dutch: wettelijke rente) on the amount still due as determined in article 6:119 DCC and the Supplier will be entitled to charge the extrajudicial collection costs (in Dutch: buitengerechtelijke incassokosten) incurred by him.
11.4. Unless expressly agreed otherwise In Writing, all payments of the Client, however made, will first be deducted from the costs, then from the interest that is due and finally from the principal amount of the unpaid invoices.
11.5. If the Client is in default (in Dutch: in verzuim) or in the event of winding-up, (application for) bankruptcy, the statutory debt adjustment under the Debt Restructuring (Natural Persons) Act (in Dutch: WSNP) is granted to the Client, the Client is placed under guardianship (in Dutch: ondercuratelestelling), seizure or (provisional) suspension of payment of the Client, all outstanding amounts payable by the Client to the Supplier are immediately due and payable.
12.1. The Client is obliged to check the conformity of the Products supplied by the Supplier immediately upon delivery. The Client shall determine whether the quality and quantity of the delivered Products correspond with what has been agreed on as well.
12.2. Any complaints about the performance of the Agreement must be submitted fully and clearly described to the Supplier within a reasonable time, being a maximum of 3 Days after the Client has discovered the defects.
12.3. Any complaints about invoices sent by the Supplier must be communicated to the Supplier within 5 Days of the invoice date.
12.4. Any complaints submitted to the Supplier will be answered within a period of 14 Days from the date of receipt. If a complaint requires a foreseeable longer processing time, the Supplier will reply within the period of 14 Days with a confirmation of receipt and an indication when the Client can expect a more detailed answer.
12.5. In the event of a complaint within the meaning of this article, the Supplier must be given the opportunity by the Client to further investigate the validity of the complaint within 5 Days after notification thereof by the Client.
12.6. Complaints will not be processed if:
a. there are minor deviations in quality, quantity, material, dimensions, colour and other deviations that are considered permissible in the industry;
b. there is a minor deviation of the Product from an image on the Website;
c. there is a false and/or different expectation of the Client, while the Service has been performed in accordance with the instructions of the Client, as laid down in the Agreement;
d. the number and/or volumes of Products or the Products ordered by the client are incorrect;
e. the Client has repaired or modified the Product himself or has the Product repaired or modified by third parties;
f. the Client does not use the Product in accordance with a manual and/or instructions for use;
g. the delivered Product has been exposed to abnormal circumstances, in the broadest sense of the word, or has otherwise been treated carelessly or contrary to the instructions of the Supplier;
h. the complaints, whether justified or not, are submitted outside the warranty period.
12.7. The Client shall in any case give the Supplier 4 weeks to resolve the complaint in mutual consultation.
12.8. In the event of justified complaints, the Supplier is free to choose between a replacement of the delivered Products free of charge or the reparation of the delivered Products or to reimburse the amount of the returned Products without having to pay any additional costs to the Client, with the exclusion of any other (additional) liability for compensation of any damage incurred by the Client.
12.9. Products may only be returned (outside the Reflection Period) after permission In Writing from the Supplier, but at the expense and risk of the Client. Any permission given by the Supplier will not imply any acknowledgment of liability.
12.10. A return shipment approved by the Supplier must take place within 10 Days after receipt of the approval. The Client shall make the return shipment available within this period for collection in accordance with the Supplier’s instructions.
12.11. In the event of a recall, the Client is obliged to cooperate with the instructions and/or procedures imposed by the Supplier and/or its suppliers.
12.12. The Supplier shall only provide the Client with the guarantee as stated in this article and the guarantee statement placed on the Website, unless otherwise agreed on In Writing between the Parties.
12.13. No guarantee is given with regard to any advice as provided by the Supplier.
13. Retention of title
13.1. As long as the Client has not fully complied with any obligation towards the Supplier, the Products delivered remain the property of the Supplier and at the expense and risk of the Client pursuant to article 3:92 DCC. In that case, the Client is deemed to keep the Products for the Supplier until the moment when he has fully fulfilled its obligations towards the Supplier.
13.2. As long as the legal title to the Products has not been transferred to the Client, the Client is not entitled to dispose of, rent, lease or encumber the Products in any way.
13.3. The Client is obliged to store the Products that have been delivered under the retention of title with due care and recognizable as the Supplier’s property.
13.4. If the Client is in default (in Dutch: in verzuim) due to non-fulfilment of its payment obligations towards the Supplier, the Client is obliged to make the Products which are property of the Supplier available to it on its demand. The Supplier will have the right to enter the premises of the Client or have them entered in order to take possession of the Products.
13.5. The Client undertakes to insure the interests of the Supplier in connection with the retention of title. The Client undertakes to compensate this interest in the event of a contingency and to assign its claim against its insurer(s) to the Supplier upon first request.
14.1. In the event of an attributable failure to perform on his part, the Supplier’s liability is limited to the amount of the net invoice value (excluding VAT) of the relevant Agreement or, if partial deliveries have been agreed, the net invoice value (excluding VAT) of the partial delivery relating to the event causing the damage. The liability of the Supplier is in any case limited to the amount covered by the insurance of the Supplier.
14.2. The Supplier is not liable for any indirect damage, including explicitly but not exclusively: trading loss, loss of profit, consequential damage, damage due to business interruption, immaterial damage, financial damage and personal injury, including all possible third-party claims, in the broadest sense of the word.
14.3. The Client cannot derive any rights from advice and information provided by the Supplier. The Supplier does not accept any liability, neither for direct damage nor for indirect damage caused by or in connection with its advice and/or provision of information.
15. Force Majeure
15.1. In the event of a breach (in Dutch: tekortkoming) by the Supplier in the performance of the Agreement which breach is caused by force majeure, the Supplier will be allowed to suspend performance of the Agreement and will therefore not be bound by any delivery time. The client is in no case entitled to compensation for any incurred damage.
15.2. A non-attributable breach (in Dutch: niet toerekenbare tekortkoming) on the part of the Supplier includes any circumstance that emerges beyond the reasonable control of the Supplier – even if this could already be foreseen at the time of the conclusion of the Agreement – that makes the fulfillment of the Agreement permanently or temporarily impossible, including in any case, but not exclusively understood:
a. damage as a result of natural disasters and/or severe weather conditions (storm damage);
b. war, danger of war and/or any other form of armed conflict, including terrorism or a threat thereof in the Netherlands and/or other countries, that obstructs the delivery of goods or raw materials;
c. strikes, forced business closures, riots and any other form of disruption and/or obstruction caused by third parties, as a result of which the delivery of goods or raw materials is impeded;
d. loss or damage of goods during transport;
e. illness of one or more employees who are difficult to replace;
f. legislative or administrative measures by the government that impede deliveries, including import and export bans;
g. prohibition or impediment of delivery imposed on the Supplier by organizations, institutions, groups or contractual forms of cooperation with which the Supplier is affiliated or of which it forms part;
h. lack of and/or malfunctions in means of transport, production equipment or energy supplies;
i. fire or accidents in the Supplier’s company;
j. non or late delivery to the Supplier by its own suppliers;
k. stagnation in the supply of goods, raw materials and / or energy;
l. epidemic and/or pandemic.
15.3. In the event of force majeure, the Supplier will notify the Client of such a situation as soon as possible.
15.4. In the event that the Supplier is unable to fulfill its obligations under the Agreement due to a temporary situation of force majeure that lasts for more than three months or a permanent situation of force majeure, both Parties are entitled to cancel the Agreement In Writing. All obligations that have already been performed under the Agreement will be settled proportionally, without the Parties owing each other anything further.
16. Intellectual property
16.1. The content, appearance and layout of the Supplier’s Website as well as all images, texts and other elements contained in the Website are subject to the Supplier’s copyright. Reproduction or publication is not permitted without the explicit prior consent of the Supplier In Writing.
16.2. The damage that has arisen as a result of an infringement of copyright is eligible for compensation.
17. Third parties and assignment and transfer of rights and obligations
17.1. The Client is not entitled to transfer the Agreement or one or more of its rights and obligations following from the Agreement without the Supplier’s prior consent In Writing. A limitation of the transferability of rights and obligations as referred to in this article has, in addition to contract law effect, property law effect as referred to in article 3:83 DCC.
17.2. The Supplier is entitled to transfer its rights and obligations under the Agreement (in whole or in part) to a third party.
18. Data Protection
19.1. These General Terms and Conditions, all negotiations, Offers and Agreements with the Supplier are exclusively governed by Dutch law.
19.2. All disputes arising from or in connection with these General Terms and Conditions and the Agreement will be resolved exclusively by the competent court that has jurisdiction under Dutch law.