of Online Star Register B.V., with its registered office in Apeldoorn (the Netherlands),
filed with the registry of the District Court of Gelderland
on 16 May 2014
under number 25/2014
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Article 1 Definitions
The following terms and definitions apply in these general terms and conditions:
OSR: Online Star Register B.V., with its registered office in Apeldoorn;
Buyer: any legal entity or natural person that has concluded an agreement with OSR or wishes to do so, also taken to include its representative(s), authorized person(s) and/or legal successor(s);
Cooling-off period: the term during which the Buyer can exercise its statutory right of withdrawal;
Consumer: a natural person who is not acting in the course of a profession or a business; Consumer purchase: the purchase with regard to the movable property, concluded between a seller acting in the course of a profession or a business and a buyer, who is a natural person not acting in the course of a profession or business;
Right of withdrawal: the possibility for the Buyer to reconsider the purchase agreement during the cooling-off period;
Agreement: the agreement between OSR and the Buyer.
Article 2 Applicability
Unless agreed otherwise in writing by OSR and the Buyer, these general terms and conditions apply to all offers, agreements, deliveries and activities of and with OSR. Deviations can be agreed on in writing only. The Buyer cannot derive any future rights from any agreed deviations.
Article 3 Offers
1. Every offer issued by or on behalf of OSR will be free of obligation. Offers are valid for 30 days, unless stipulated otherwise.
2. Every offer will be based on the performance of the agreement by or on behalf of OSR under normal conditions and during normal working hours.
3. OSR will devote great care to providing information about goods to be delivered, but it cannot guarantee that all offers and goods fully comply with the information given. Minor variations do not constitute grounds for compensation and/or dissolution.
Article 4 Agreement
1. OSR will be bound by an offer, instruction or order only after it has sent the Buyer an order confirmation by e-mail or other method.
2. The parties acknowledge the legal validity of electronic means of communication. The lack of an original signature in particular does not affect the binding force of electronic means of communication.
3. The Buyer is not entitled to dissolve an electronically concluded agreement with OSR if OSR has not confirmed the Buyer’s acceptance electronically. An offer made by the Buyer electronically following an invitation from OSR to make an offer is not regarded as rejected if OSR has not confirmed the receipt of this offer electronically. The provisions in this paragraph do not apply if the Buyer is a consumer.
4. Specifications stated on the website and in catalogues, illustrations and drawings, measurements and weights, etc. will only be binding between OSR and the Buyer if and insofar as they have been explicitly included in the agreement.
5. OSR is at all times entitled to refuse orders or to attach certain conditions to a delivery.
Article 5 Price
5.1 In the event of an agreement with a Buyer that is established or who resides in Europe, the prices given or agreed by OSR are inclusive of turnover tax and in the event of an agreement with a buyer that is established or who resides outside Europe, exclusive of turnover tax.
5.2 All prices stated on the website are subject to printing errors. OSR is not liable for the consequences of printing errors.
Article 6 Delivery period
1. Agreed delivery periods are not final deadlines, unless the parties have explicitly agreed otherwise in writing. Therefore, in the event of late delivery the Buyer must issue OSR with a written notice of default.
2. The delivery period will commence on whichever of the following dates is the latest:
a. the day on which the agreement becomes effective;
b. the day on which the documents, specifications, permits, etc. necessary to perform the agreement are received by OSR;
c. the day on which OSR has received the purchase price from the Buyer.
3. The delivery period is based on the conditions applicable when the agreement was concluded and on the timely delivery of the goods ordered form third parties by OSR for the performance of the agreement. If, through no fault of OSR, a delay arises as a result of delays in mail deliveries, delays caused by a change to the conditions referred to above or as a result of goods ordered in good time by OSR for the performance of the agreement not being delivered on time, the delivery period will be extended for the duration of the delay.
4. Without prejudice to the provisions contained elsewhere in these general terms and conditions relating to the extension of the delivery period, this will also be extended by the duration of any delay that arises as a result of the failure of the Buyer to comply with any obligation arising from the agreement (including its obligation to pay the purchase price of the goods ordered) or its failure to provide the cooperation required of it in relation to the performance of the agreement.
5. The Buyer is obliged to take delivery of the goods purchased at the moment that they are made available or delivered to it in accordance with the agreement, after extension of the delivery period or otherwise. If the Buyer refuses to take delivery of the goods, or is late supplying information or instructions necessary for the delivery, the goods will be stored at the expense and risk of the Buyer.
Article 7 Retention of title
1. The goods delivered by OSR will remain OSR’s property until the Buyer has fulfilled all the following obligations arising from all purchase agreements concluded with OSR:
consideration with regard to the goods delivered or to be delivered,
consideration with regard to services performed or to be performed by OSR in accordance with the purchase agreement(s),
possible claims due to non-fulfilment of (a) purchase agreement(s) by the Buyer.
2. If the law of the country of destination of the purchased goods includes possibilities relating to the retention of title that go beyond those provided for in paragraph 1 above, the parties hereby agree that these further-reaching possibilities will be deemed to have been stipulated for OSR, with the proviso that if it proves impossible to objectively establish the further-reaching rules to which this provision relates, the provisions of paragraph 1 above will continue to apply.
Article 8 Payment
1. The purchase price of the goods ordered from OSR by the Buyer must be paid in advance, into the bank account given by OSR.
2. If the parties have agreed that the Buyer will not pay the purchase price in advance, a payment term of 14 days after the invoice date applies, unless agreed otherwise.
3. The Buyer is not entitled to unilaterally apply discounts to any amounts it owes and/or to set off any amounts it owes in any way against amounts owed to the Buyer by OSR for whatever reason, or thinks it is owed.
4. Every payment first serves to pay the interest and collection costs payable by the Buyer and then to pay outstanding old claims, starting with the claim that has been outstanding for the longest period of time. Without a demand or notice of default being required, the Buyer is in default by the mere lapse of the aforementioned period within which payment should have been made. Failing prompt payment, the Buyer will owe default interest at 1% per month (with part of a month counting as a full month), starting on the day on which the payment term lapses. All judicial and extrajudicial costs actually incurred by OSR for the collection of its claim are also payable by the Buyer, subject to a minimum of 10% of the outstanding amount.
Article 9 Liability
1. OSR’s liability, to the extent that it is covered by its liability insurance, is limited to the amount of the payment made by the insurer.
2. If the insurer of OSR does not pay out in a particular case or the damage is not covered by the insurance, the liability of OSR is limited to twice the invoice value of the goods delivered.
3. OSR is not liable for any consequential loss or damage such as loss of profit and other indirect loss or damage.
4. The Buyer indemnifies OSR against claims for damages from third parties in connection with goods which OSR delivered to the Buyer or services which OSR rendered to the Buyer if and insofar as OSR would not have been liable towards these third parties pursuant to the agreement and these general terms and conditions if these third parties had been Buyers themselves.
5. The limitations of liability included in these terms and conditions do not apply if the damage can be attributed to intent or wilful recklessness on the part of OSR or its managerial employees, or if it concerns a Consumer purchase.
Article 10 Force majeure
10.1 The term force majeure in these general terms and conditions is understood to mean any circumstance beyond OSR’s control – even if this was foreseeable at the time when the agreement was formed – which permanently or temporarily prevents performance of the agreement, as well as (insofar as not already included) war, revolt, labour strikes, transport difficulties, fire, a general lack of raw materials required and other goods and/or services required for the realisation of the agreed performance, delays at suppliers or other third parties whom OSR depends on and government measures such as import or export restrictions.
10.2 During a force majeure situation, OSR’s delivery and other obligations are suspended. If the length of time in which fulfilment of the obligations by OSR is not possible on account of force majeure lasts longer than 1 month, both parties are authorised to dissolve the agreement without any obligation to pay compensation.
Article 11 Suspension and dissolution
If the Buyer fails to fulfil any of its obligations ensuing from the agreement concluded with OSR or any corresponding agreement resulting from that, if it fails to fulfil its obligations correctly or in time, or if there is good reason to believe the Buyer is or will be unable to fulfil its contractual obligations towards OSR, as well as in the case of bankruptcy, moratorium, shutdown or liquidation of the Buyer’s business, or in the event of death or guardianship of the Buyer or (provisional) application of the debt rescheduling arrangement of the Buyer, OSR is entitled to suspend the performance of the agreement and/or to fully or partially dissolve the agreement without legal intervention and without OSR being obliged to pay any compensation. In these cases, OSR’s claims will be immediately due and payable.
Article 12 Distance agreement
1. The provisions in this article only apply if the Buyer is a Consumer and a distance agreement within the meaning of section 6:230g, subsection 1, under e of the Netherlands Civil Code is concerned.
2. The Buyer can cancel every order with OSR within 24 hours of placing it, provided the order has not yet been dispatched. A cancellation can be made without having to state the reasons. Once OSR has dispatched the order, cancellation is no longer possible. Cancellations are made by sending an e-mail to [email protected], stating that the Buyer exercises its right to cancel.
3. After the Buyer has received the goods ordered from OSR, it can exercise its right of withdrawal during a period of 14 calendar days. By virtue of this right of withdrawal, the Buyer is entitled to withdraw (dissolve) the agreement. In case of a justified withdrawal, the Buyer will be refunded the full order amount, including dispatch costs. In that case, the Buyer only has to pay the costs for returning the goods.
4. In order to exercise its right of withdrawal, the Buyer must send an e-mail to [email protected], stating that it exercises its right of withdrawal.
5. After having invoked its right of withdrawal, the Buyer has 14 calendar days to return the order.
6. The amount paid to OSR by the Buyer for the order will, if it concerns a justified withdrawal, be refunded by OSR as soon as possible yet within 14 calendar days of OSR receiving the Buyer’s statement to dissolve within the framework of withdrawal, provided OSR has received the returned order or OSR has received proof of the return shipment.
7. The Buyer can only invoke the right of withdrawal and the right of termination if the goods ordered are returned to OSR in a correctly packed condition, in their original packaging, complete, undamaged and unused, including the original dispatch documents and other documentation that was included. The costs of the return shipment are payable by the Buyer.
8. The Buyer cannot invoke the right of withdrawal and the right of termination with regard to:
an agreement with regard to which the price of goods or services is subject to fluctuations on the financial markets which are beyond OSR’s control and which may occur during the dissolution period;
an agreement with regard to which the Buyer has explicitly requested OSR to come and carry out urgent repairs or maintenance, with the exception of additional services which the Buyer did not explicitly ask for and delivery of goods other than required for the repairs or maintenance;
an agreement that was concluded at a public auction;
an agreement to provide services, after compliance with the agreement, if the compliance started with the explicit prior consent of the Buyer and the Buyer has declared to waive its right of termination as soon as OSR has complied with the agreement;
a consumer purchase that relates to:
a. the delivery of goods made according to the Buyer’s specifications, which goods are not prefabricated and which are manufactured on the basis of an individual choice or decision of the Buyer, or which are clearly intended for a specific person;
b. the delivery of perishable goods or goods that have a short shelf life;
c. the delivery of goods that cannot be returned for health or hygiene reasons and whose seals have been broken after delivery;
d. the delivery of goods which, after delivery, have been permanently mixed with other goods by virtue of their nature;
e. the delivery of audio and video recordings and computer software whose seals have been broken after delivery;
f. the delivery of newspapers or magazines, with the exception of an agreement for the regular delivery of such publications;
– the delivery of digital content not delivered on a material carrier, insofar as the compliance started with the explicit prior consent of the Buyer and the Buyer has declared to waive its right of termination.
Article 13 Disputes
Every dispute between the Buyer and OSR will in first instance be settled by the District Court of Gelderland, if the court has jurisdiction. This does not apply if the sub-district sector of the court has jurisdiction. However, OSR will always be entitled to submit a dispute to the court which has jurisdiction by law or according to the applicable international convention. If the Buyer is a Consumer he is, for one month after OSR has invoked this provision in writing, entitled to opt for settlement of the dispute by the court that has jurisdiction by law or according to the applicable international convention.
Article 14 Applicable law
Every agreement between OSR and the Buyer is governed by Dutch law.
Article 15 Translations
In the event of any differences between translations of these general terms and conditions and the Dutch version of the terms and conditions, the Dutch text will prevail.