Terms and Conditions
E. h.o.d.n. Elles Elles (hereinafter: Elles) is registered with the Chamber of Commerce under number 58662367 and is located at Scheepsbouwkade 24, 1st floor (1033WM) in Amsterdam.
Article 1 – Definations
1. In these general terms and conditions, the following terms are used with the following meaning, unless explicitly stated otherwise:
2. Offer: Any written offer to the Buyer for the delivery of Products by the Seller to which these conditions are inseparably linked.
3. Company: The natural or legal person acting in the exercise of a profession or business.
4. Consumer: The natural person who does not act in the exercise of a profession or business.
5. Buyer: The Company or Consumer who enters into a (distance) Agreement with the Seller.
6. Agreement: The purchase agreement (at a distance) that extends to the sale and delivery of Products purchased by the Buyer from Elles.
7. Products: The Products offered by Elles are drawings (made to measure) as well as printed products.
8. Seller: The supplier of Products to the Buyer, hereinafter: Elles.
Article 2 – Applicability
1. These general terms and conditions apply to every Offer by Elles and every Agreement between Elles and a Buyer and to every Product offered by Elles.
2. Before an Agreement is concluded (remotely), the Buyer will have access to these general terms and conditions. If this is not reasonably possible, Elles will indicate to the Buyer how the Buyer can view the general terms and conditions, which in any case have been published on the Elles website, so that the Buyer can easily store these general terms and conditions on a durable medium.
3. In exceptional situations, these general terms and conditions can be deviated from if this has been explicitly agreed in writing with Elles.
4. These general terms and conditions also apply to additional, amended and follow-up agreements with the Buyer. Any general and / or purchase conditions of the Buyer are explicitly rejected.
5. If one or more provisions of these general terms and conditions are partially or completely null and void or are nullified, the other provisions of these general terms and conditions will remain in force and the void / nullified provision (s) will be replaced by a provision with the same purport as the original provision.
6. Uncertainties about the content, explanation or situations that are not regulated in these general terms and conditions should be assessed and explained in the spirit of these general terms and conditions.
7. If reference is made to him / her in these general terms and conditions, this should also be understood as a reference to he / him / her, if and insofar as applicable.
Article 3 – The Offer
1. All offers made by Elles are without obligation, unless explicitly stated otherwise in writing. If the Offer is limited or valid under specific conditions, this will be explicitly stated in the offer. An Offer only exists if it has been laid down in writing.
2. The Offer made by Elles is without obligation. Elles is only bound by the Offer if the acceptance thereof is confirmed in writing by the Buyer within 30 days, or if the Buyer has already paid the amount due. Nevertheless, Elles has the right to refuse an Agreement with a potential Buyer for a good reason for Elles.
3. The Offer contains an accurate description of the Product offered with associated prices. The description is detailed in such a way that the Buyer is able to make a proper assessment of the Offer. Obvious mistakes or errors in the Offer cannot bind Elles. Any images and specific data in the Offer are only an indication and cannot be a ground for any compensation or dissolution of the Agreement (at a distance). Elles cannot guarantee that the colors in the image exactly match the real colors of the Product.
4. Delivery times and periods stated in Elles’ Offer are indicative and do not entitle the Buyer to dissolution or compensation if they are exceeded, unless expressly agreed otherwise.
5. A composite quotation does not oblige Elles to deliver part of the items included in the offer or Offer at part of the stated price.
6. If and insofar as there is an offer, this does not automatically apply to repeat orders. Offers are only valid until stocks last, and according to the sold-out principle.
Article 4 – Establishment of the Agreement
1. The Agreement is concluded at the moment that the Buyer has accepted an Offer from Elles by placing an order or by paying for the Product concerned.
2. An Offer can be made by Elles via the website.
3. If the Buyer has accepted the Offer by concluding an Agreement with Elles, Elles will confirm the Agreement with the Buyer in writing, at least by e-mail.
4. If the acceptance deviates (on minor points) from the Offer, Elles is not bound by it.
5. Elles is not bound by an Offer if the Buyer could reasonably have expected or should have understood or should have understood that the Offer contains an obvious mistake or clerical error. The Buyer cannot derive any rights from this mistake or error.
6. The right of withdrawal is excluded for the Buyer being a Company. Buyer being a Consumer has the right to assert his right of withdrawal within the legal term. If withdrawal applies, the Buyer will handle the Product and the packaging with care. It will only unpack or use the Product to the extent necessary to determine the nature, characteristics and operation of the Product. The direct costs for returning the Product are at the expense of the Buyer.
7. Products that cannot be returned due to customization are excluded from the right of withdrawal. This is explicitly stated in the Offer.
Article 5 – Implementation of the Agreement
1. Elles will execute the Agreement to the best of its knowledge and ability.
2. If and insofar as required for the proper execution of the Agreement, Elles has the right to have certain activities performed by third parties at its own discretion.
3. The Buyer shall ensure that all information, of which Elles indicates that it is necessary or of which the Buyer should reasonably understand that it is necessary for the execution of the Agreement, is provided to Elles in a timely manner. If the information required for the implementation of the Agreement is not provided to Elles on time, Elles has the right to suspend the execution of the Agreement.
4. In the implementation of the Agreement, Elles is not obliged or obliged to follow the instructions of the Buyer if this changes the content or scope of the Agreement. If the instructions result in additional work for Elles, the Buyer is obliged to reimburse the additional or additional costs accordingly.
5. Before proceeding to implement the Agreement, Elles can demand security from the Buyer or full payment in advance.
6. Elles is not liable for damage, of whatever nature, that has arisen because Elles relied on incorrect and / or incomplete information provided by the Buyer, unless this inaccuracy or incompleteness was known to Elles.
7. The Buyer indemnifies Elles against any claims from third parties who suffer damage in connection with the performance of the Agreement and which are attributable to the Buyer.
Article 6 – Custom Drawings
1. The buyer is obliged to provide all necessary information, data and documents on time, completely, correctly and in the desired form for the development and realization of customization.
2. Creating a custom drawing is an expression of creativity, taste and individuality. If the Buyer agrees with the Offer as made known by Elles, this also means that the Buyer agrees with the approach and style that Elles uses. Elles has the right to carry out the content of its services, insofar as nothing has been explicitly stated by the Buyer, according to its own technical and creative insight.
3. Elles may require the Buyer to make additional agreements regarding the execution, costs or the duration of the Agreement if circumstances or other external factors, in Elles’s discretion, stand in the way of an effective execution of the Agreement.
4. If the Buyer wishes to make a variant, derivative version or elements of the Product developed by Elles by a third party or have it made by a third party, Elles must give prior and explicit written permission to the Buyer for this. Without permission, any modified version of the work of Elles will be seen as an infringement of the intellectual property rights or copyrights of Elles.
5. The intellectual property rights and copyrights on the Product remain with Elles, unless explicitly agreed otherwise. In principle, the Buyer obtains a right of use after the moment of delivery and insofar as all outstanding invoices have been paid on the Product. All previous designs and sketches and other products remain the property of Elles and cannot be used by the Buyer, unless further agreements are made about this. For the other provisions regarding the intellectual property rights to the Product realized by Elles, Article 18 of these general terms and conditions is applied. requirements.
6. The buyer is entitled to one adjustment, in accordance with Elles’s decision when entering into the agreement, unless otherwise agreed. The buyer is obliged to assess the drawing and / or to give his approval within a maximum period of 7 days, unless a different period has explicitly been agreed. The parties can agree that the Client is still entitled to an additional number of adjustments after initial approval. If more adjustment rounds are required, or radical changes, an additional cost may be charged for this.
Article 7 – Delivery
1. If the start, progress or delivery of the Agreement is delayed because, for example, the Buyer has not provided all requested information or has not provided sufficient cooperation, the (down) payment has not been received by Elles on time or due to other circumstances. If any delay occurs outside the control of Elles, Elles is entitled to a reasonable extension of the delivery / completion period. All agreed delivery terms are never strict deadlines. The buyer must give Elles written notice of default and allow it a reasonable period of time to still be able to deliver or deliver. The buyer is not entitled to any compensation due to the delay that has arisen.
2. The Buyer is obliged to take delivery of the goods at the time when they are made available to it in accordance with the Agreement, even if they are offered to it earlier or later than agreed.
3. If the Buyer refuses to take delivery or is negligent in providing information or instructions that are necessary for the delivery, Elles is entitled to store the goods at the expense and risk of the Buyer.
4. If the Products are delivered by Elles or an external carrier, Elles is entitled to charge any delivery costs, unless otherwise agreed in writing. These will then be invoiced separately unless explicitly agreed otherwise.
5. In case of custom-made Products, Elles will only send the relevant Products digitally by e-mail.
6. If Elles requires information from the Buyer in the context of the performance of the Agreement, the delivery time will only commence after the Buyer has made all the information necessary for the performance available to Elles.
7. If Elles has stated a term for delivery, this is indicative. Longer delivery periods apply for deliveries outside the Netherlands.
8. Elles is entitled to deliver the goods in parts, unless this has been deviated from by Agreement or the partial delivery has no independent value. Elles is entitled to invoice the thus delivered separately.
9. Deliveries are only made if all invoices have been paid unless explicitly agreed otherwise. Elles reserves the right to refuse delivery if there are well-founded fears of non-payment.
Article 8 – Packaging and transport of Products other than customization
1. Elles undertakes towards the Buyer to properly package the goods to be delivered and to secure them in such a way that they reach their destination in good condition during normal use.
2. Unless otherwise agreed in writing, all deliveries are made including sales tax (VAT), including packaging and packaging material.
3. Accepting goods without any comments or remarks on the consignment note or receipt serves as proof that the packaging was in good condition at the time of delivery.
Article 9 – Investigation, complaints
1. The buyer is obliged to inspect the delivered goods at the time of delivery, but in any case within 14 days after receipt of the delivered goods, but to unpack or use only to the extent necessary to assess whether she keeps the Product. In addition, the Buyer must investigate whether the quality and quantity of the delivered goods correspond with the Agreement and whether the Products meet the requirements that apply to them in normal (trade) traffic.
2. The Buyer is obliged to investigate and to inform himself in what way the Product is to be used and to test the Product in accordance with the instructions for use in the event of personal use. Elles accepts no liability for incorrect use of the Product by the Buyer.
3. Any visible defects or shortages must be reported to Elles in writing after delivery at [email protected]. The buyer has a period of 14 days after delivery for this. Invisible defects or shortages must be reported within 14 days after discovery, but no later than 6 months after delivery. In the event of damage to the Product due to careless handling by the Buyer, the Buyer is liable for any depreciation of the Product.
4. If a complaint is made in time pursuant to the previous paragraph, the Buyer remains obliged to pay for the purchased goods. If the Buyer wishes to return defective goods, this will only take place with the prior written consent of Elles in the manner indicated by Elles.
5. If the Buyer, being a Consumer, uses his right of withdrawal, he will return the Product and all accessories, insofar as this is reasonably possible, in the original condition and packaging to Elles, in accordance with the return instructions from Elles. The direct costs for return shipments are at the expense and risk of the Buyer.
6. Elles is entitled to start an investigation into the authenticity and condition of the returned Products before reimbursement will take place.
7. Refunds to the Buyer will be processed as soon as possible, but the refund can take no later than 14 days after receipt of the Buyer’s declaration of dissolution. Refunds will be made to the previously specified account number.
8. If the Buyer exercises its right to complain, the Buyer, being a Company, has no right to suspend its payment obligation or to settle outstanding invoices.
9. In the absence of a complete delivery, and / or if one or more Products are missing, and this is attributable to Elles, Elles will send the missing Product (s) or cancel the remaining order after a request from the Buyer. The confirmation of receipt of the Products is leading. Any damage suffered by the Buyer as a result of the (deviating) scope of the delivery cannot be recovered from Elles.
Article 10 – Prices
1. During the validity period of the Offer, the prices of the Products offered will not be increased, except in the event that there are changes in VAT rates.
2. The prices stated in the Offer include VAT, unless explicitly stated otherwise.
3. The prices as stated in the Offer are based on the cost factors applicable at the time of the conclusion of the Agreement, such as: the import and export duties, freight and unloading costs, insurance and any levies and taxes.
4. If it concerns Products or raw materials of which there are price fluctuations in the financial market and on which Elles has no influence, Elles can offer these Products at variable prices. It is stated in the Offer that the prices are target prices and can fluctuate.
Article 11 – Payment and collection policy
1. Payment must be made in advance or afterwards in the currency in which the invoice was made via the indicated method.
2. The buyer cannot derive any rights or expectations from a previously issued budget, unless the parties have explicitly agreed otherwise.
3. The buyer must make a lump payment to the account number and details of Elles made known to it. Parties can only agree on a different payment term after explicit and written permission from Elles.
4. The parties can agree that the Client must pay an advance. If an advance has been agreed, the Client must pay the advance before commencing the performance of the Agreement.
5. If a periodic payment obligation of the Buyer has been agreed, Elles is entitled to adjust the applicable prices and rates in writing with due observance of a period of 3 months.
6. In the event of liquidation, bankruptcy, seizure or suspension of payment of the Buyer, the claims of Elles on the Buyer are immediately due and payable.
7. Elles has the right to have the payments made by the Buyer stretch in the first place to reduce the costs, then to reduce the interest that has arisen and finally to reduce the principal sum and the current interest. Elles can, without being in default as a result, refuse an offer for payment if the Buyer indicates a different order for the allocation. Elles can refuse full payment of the principal sum, if the interest and accrued interest as well as the costs are not also paid.
8. If the Buyer does not fulfill its payment obligation and has not fulfilled its obligation within the stipulated payment term of 30 days, the Buyer, being a Company, is in default. Buyer, being a Consumer, will first receive a written reminder with a term of 14 days after the date of the reminder to still comply with the payment obligation, including a statement of the extrajudicial costs if the Consumer does not fulfill his obligations within that period, before they is in default.
9. From the date that the Buyer is in default, Elles will, without further notice of default, claim the statutory (commercial) interest from the first day of default until full payment and reimbursement of the extrajudicial costs in accordance with Article 6:96 BW, to be calculated according to the graduated scale the decision on reimbursement for extrajudicial collection costs of 1 July 2012.
10. If Elles has incurred more or higher costs that are reasonably necessary, these costs are eligible for reimbursement. The judicial and execution costs incurred are also at the expense of the Buyer.
Article 12 – Retention of title
1. All goods delivered by Elles remain the property of Elles until the Buyer has fulfilled all of the following obligations under all Agreements concluded with Elles.
2. The buyer is not entitled to pledge or encumber in any other way the goods subject to retention of title if the ownership has not yet been transferred in full.
3. If third parties seize the goods delivered under retention of title or wish to establish or assert rights thereon, the Buyer is obliged to inform Elles of this as soon as may reasonably be expected.
4. In the event that Elles wishes to exercise its property rights as indicated in this article, the Buyer gives unconditional and irrevocable permission and authorization to Elles or third parties to be designated by Elles to enter all those places where Elles’s properties are located and to also take back those items.
5. Elles has the right to retain the Product (s) purchased by the Buyer if the Buyer has not yet (fully) fulfilled its payment obligations, despite an obligation to transfer or hand over Elles. After the Buyer has still fulfilled its obligations, Elles will make every effort to deliver the purchased Products to the Buyer as soon as possible, but no later than 20 working days.
6. Costs and other (consequential) damage as a result of retaining the purchased Products are at the expense and risk of the Buyer and will be reimbursed to Elles by the Buyer at the first request.
Article 13 – Guarantee
Elles guarantees that the Products comply with the Agreement, the specifications stated in the offer, usability and / or reliability and the legal rules / regulations at the time of the conclusion of the Agreement. This also applies if the goods to be delivered are intended for use abroad and the Buyer has explicitly notified Elles of this use in writing at the time of entering into the Agreement.
Article 14 – Suspention and dissolution
1. Elles is entitled to suspend the fulfillment of the obligations or to dissolve the Agreement if the Buyer does not or not fully comply with the (payment) obligations under the Agreement.
2. In addition, Elles is authorized to dissolve the Agreement existing between it and the Buyer, insofar as it has not yet been performed, without judicial intervention, if the Buyer does not comply in time or properly with the obligations under any Agreement concluded with Elles. arise.
3. Furthermore, Elles is authorized to dissolve the Agreement or have it dissolved without prior notice of default if circumstances arise of such a nature that fulfillment of the Agreement is impossible or, according to standards of reasonableness and fairness, can no longer be required or if circumstances arise in some other way. which are of such a nature that unaltered maintenance of the Agreement cannot reasonably be expected.
4. If the Agreement is dissolved, the claims of Elles on the Buyer are immediately due and payable. When Elles suspends fulfillment of the obligations, it retains its rights under the law and Agreement. 5. Elles always reserves the right to claim compensation.
Article 15 – Limitation of liability
1. If the performance of the Agreement by Elles leads to liability on the part of Elles towards the Buyer or third parties, that liability is limited to the costs charged by Elles in connection with the Agreement, unless the damage has arisen due to intent or gross negligence. Elles’s liability is in any case limited to the maximum amount of damage paid out by the insurance company per event per year.
2. Elles is not liable for consequential damage, indirect damage, loss of profit and / or loss, missed savings and damage as a result of the use of the delivered Products is excluded. A restriction applies to the Consumer in accordance with what is permitted under Article 7:24 paragraph 2 of the Dutch Civil Code.
3. Elles is not liable for and / or obliged to repair damage caused by the use of the Product. Elles supplies strict maintenance and user instructions that must be observed by the Buyer. All damage to Products as a result of wearing and using is expressly excluded from liability (this includes traces of use, usage damage, fall damage, light and water damage, theft, loss, etc.).
4. Elles is not liable for damage that is or may be the result of any act or omission as a result of (incomplete and / or incorrect) information on the website (s) or linked websites.
5. Elles is not responsible for errors and / or irregularities in the functionality of the website and is not liable for malfunctions or the website being unavailable for any reason.
6. Elles does not guarantee a correct and complete transfer of the content of and e-mail sent by / on behalf of Elles, nor for the timely receipt thereof.
7. All claims of the Buyer due to failure on the part of Elles will lapse if they have not been reported to Elles in writing and with reasons within one year after the Buyer was aware or could reasonably have been aware of the facts on which it bases its claims. All claims of the Buyer will in any case lapse one year after the termination of the Agreement.
Article 16 – Force majeure
1. Elles is not liable if, as a result of a force majeure situation, it cannot fulfill its obligations under the Agreement, nor can it be held to comply with any obligation if it is prevented from doing so as a result of a circumstance that cannot be fulfilled. due to its fault and is not for its account by virtue of the law, legal act or generally accepted standards.
2. Force majeure is in any case understood, but is not limited to what is understood in this regard in law and jurisprudence, (i) force majeure of suppliers of Elles, (ii) failure to properly fulfill obligations of suppliers to which the Buyer has Everything is prescribed or recommended, (iii) inadequacy of goods, equipment, software or materials of third parties, (iv) government measures, (v) power failure, (vi) failure of the internet, data network and telecommunication facilities (for example due to: cybercrime and hacking) , (vii) natural disasters, (viii) war and terrorist attacks, (ix) general transportation problems, (x) strikes at Elles’s company and (xi) other situations that, in Elles’s opinion, are beyond its control that prevent the fulfillment of its temporarily or permanently prevent obligations.
3. Elles has the right to invoke force majeure if the circumstance that prevents (further) compliance occurs after Elles should have fulfilled its obligation.
4. During the period that the force majeure continues, the parties can suspend the obligations under the Agreement. If this period lasts longer than two months, each of the parties is entitled to dissolve the Agreement, without any obligation to pay compensation to the other party.
5. Insofar as Elles has in the meantime partially fulfilled its obligations under the Agreement or will be able to fulfill them at the time of the commencement of force majeure, and the part fulfilled or to be fulfilled respectively has independent value, Elles is entitled to fulfill or fulfill the obligations already fulfilled respectively. come to be invoiced separately. The Buyer is obliged to pay this invoice as if it were a separate Agreement.
Article 17 – Transfer of risk
The risk of loss or damage to the Products that are the subject of the Agreement transfers to the Buyer, being a company at the moment the goods leave the warehouse of Elles. For Consumers, the aforementioned risk will pass to the Buyer if the Products have been provided in the Buyer’s control. This is the case if the Products have been delivered to the delivery address of the Buyer.
Article 18 – Intellectual Property of Rights
1. All intellectual property rights and copyrights of Elles rest exclusively with Elles and are not transferred to the Buyer.
2. The Buyer is prohibited from disclosing and / or multiplying, changing or making available to third parties all documents on which the intellectual property rights and copyrights of Elles rest without the express prior written permission of Elles. If the Buyer wishes to make changes to the goods delivered by Elles, Elles must explicitly agree to the intended changes.
3. The Buyer is prohibited from using the Products on which the intellectual property rights of Elles rest other than as agreed in the Agreement. If the Client uses the Product for other purposes, the Client must pay a fee.
4. The Client gives permission to Elles to take photos of the custom-made Products, and / or to place the photos of the custom-made Products made by the Client on its website and / or social media channels for advertising and promotional purposes.
Article 19 – Privacy, data processing and security
1. Elles handles the (personal) data of the Buyer and visitors to the website (s) with care. If requested, Elles will inform the person concerned about this.
2. If Elles must provide information security on the basis of the Agreement, this security will meet the agreed specifications and a security level that, given the state of the art, the sensitivity of the data, and the associated costs, is not is unreasonable.
Article 20 – Complaints
1. If the Buyer is not satisfied with the Products of Elles and / or has complaints about the (implementation of the) Agreement, the Buyer is obliged to report these complaints as soon as possible, but no later than 14 calendar days after the relevant cause that led to the complaint to report. Complaints can be reported via [email protected] with the subject “Complaint”.
2. The complaint must be sufficiently substantiated and / or explained by the Buyer if Elles is to be able to handle the complaint.
3. Elles will respond substantively to the complaint as soon as possible, but no later than 14 calendar days after receipt of the complaint.
4. The parties will try to find a solution together.
Article 21 – Applicable law
1. Dutch law applies to every Agreement between Elles and Buyer. The applicability of the (CISG) Vienna Sales Convention is expressly excluded.
2. In the event of an explanation of the content and scope of these general terms and conditions, the Dutch text will always be decisive. Elles has the right to unilaterally change these general terms and conditions.
3. All disputes arising from or as a result of the Agreement between Elles and the Buyer will be settled at the competent Court of Amsterdam, unless provisions of mandatory law lead to the jurisdiction of another court. Amsterdam, 23 February 2021