General Terms and Conditions

Article 1: Definitions

Shimaehijabi, established in Rotterdam, Chamber of Commerce number 85703877, is referred to as the seller in these general terms and conditions.
The seller’s counterparty is referred to as the buyer in these general terms and conditions.
The seller and buyer are collectively referred to as the parties.
The agreement refers to the purchase agreement between the parties.

Article 2: Applicability of General Terms and Conditions

These conditions apply to all offers, quotations, agreements, and deliveries of services or goods by or on behalf of the seller.
Deviations from these conditions are only valid if expressly agreed upon in writing by the parties.

Article 3: Payment

The full purchase price must always be paid immediately in the webshop. In some cases, a deposit is required for reservations. In such cases, the buyer will receive a confirmation of the reservation and the advance payment.
If the buyer fails to pay on time, they are in default. If the buyer remains in default, the seller is entitled to suspend obligations until the buyer fulfills their payment obligations.
If the buyer remains in default, the seller will proceed with collection. The costs related to this collection are borne by the buyer. These collection costs are calculated based on the Decree on Compensation for Extrajudicial Collection Costs.
In the event of liquidation, bankruptcy, seizure, or suspension of payment of the buyer, the seller’s claims against the buyer are immediately due and payable.
If the buyer refuses to cooperate in the execution of the order by the seller, they are still obliged to pay the agreed price to the seller.

Article 4: Offers, Quotations, and Prices

Offers are non-binding unless a period of acceptance is stated in the offer. If the offer is not accepted within the specified period, the offer expires.
Delivery times in quotations are indicative and do not entitle the buyer to dissolution or compensation if exceeded, unless expressly agreed otherwise in writing by the parties.
Offers and quotations do not automatically apply to repeat orders. The parties must expressly agree to this in writing.
The price stated in offers, quotations, and invoices includes the purchase price plus the applicable VAT and any other government levies.

Article 5: Right of Withdrawal

The consumer has the right to dissolve the agreement without giving reasons within 14 days after receiving the order (right of withdrawal). The period begins when the consumer has received the (entire) order.
There is no right of withdrawal for products that are custom-made according to the consumer’s specifications or are perishable.
The consumer may use a withdrawal form provided by the seller. The seller is obliged to make this form available to the buyer immediately upon request.
During the cooling-off period, the consumer will handle the product and packaging carefully. The consumer will only unpack or use the product to the extent necessary to assess whether they wish to keep the product. If the consumer exercises their right of withdrawal, they will return the unused and undamaged product with all supplied accessories and, if reasonably possible, in the original shipping packaging to the seller, following the reasonable and clear instructions provided by the seller.

Article 6: Amendment of the Agreement

If, during the execution of the agreement, it becomes apparent that it is necessary to amend or supplement the work to be carried out for proper execution, the parties will adjust the agreement accordingly in a timely manner and in mutual consultation.
If the parties agree that the agreement will be amended or supplemented, this may affect the completion time of the execution. The seller will inform the buyer of this as soon as possible.
If the amendment or supplement to the agreement has financial and/or qualitative consequences, the seller will inform the buyer in advance in writing.
If the parties have agreed on a fixed price, the seller will indicate to what extent the amendment or supplement to the agreement will result in an exceedance of this price.
In deviation from the provisions in the third paragraph of this article, the seller cannot charge additional costs if the amendment or supplement is the result of circumstances attributable to the seller.

Article 7: Delivery and Transfer of Risk

As soon as the purchased item is received by the buyer, the risk transfers from the seller to the buyer.

Article 8: Inspection, Complaints

The buyer is obliged to inspect the delivered goods at the time of (delivery), but in any case, as soon as possible. The buyer must check whether the quality and quantity of the delivered goods correspond to what the parties have agreed upon, or at least that the quality and quantity meet the requirements that apply in normal (commercial) transactions.
Complaints regarding damage, shortages, or loss of delivered goods must be submitted in writing by the buyer to the seller within 10 working days after the day of delivery of the goods.
If the complaint is found to be justified within the specified period, the seller has the right to either repair, re-deliver, or to refrain from delivery and send the buyer a credit note for that part of the purchase price.
Minor and/or industry-standard deviations and differences in quality, quantity, size, or finish cannot be held against the seller.
Complaints regarding a specific product do not affect other products or parts belonging to the same agreement.
Once the goods have been processed by the buyer, no complaints will be accepted.

Article 9: Samples and Models

If a sample or model has been shown or provided to the buyer, it is presumed to have been provided as an indication only, without the need for the delivered item to correspond to it. This is different if the parties have expressly agreed that the item to be delivered will correspond to it.
In agreements concerning real estate, the mention of the surface area or other dimensions and designations is also presumed to be intended as an indication only, without the need for the delivered item to correspond to it.

Article 10: Delivery

Delivery is made ‘ex works/store/warehouse’. This means that all costs are borne by the buyer.
The buyer is obliged to take delivery of the goods at the moment the seller delivers them or has them delivered, or at the moment when these goods are made available to them according to the agreement.
If the buyer refuses to take delivery or fails to provide information or instructions necessary for delivery, the seller is entitled to store the item at the buyer’s expense and risk.
If the goods are delivered, the seller is entitled to charge any delivery costs.
If the seller needs information from the buyer for the execution of the agreement, the delivery period starts after the buyer has made this information available to the seller.
A delivery period specified by the seller is indicative. This is never a strict deadline. If the period is exceeded, the buyer must notify the seller in writing of the default.
The seller is entitled to deliver the goods in parts unless the parties have agreed otherwise in writing, or if partial delivery does not have independent value. The seller is entitled to invoice these parts separately when delivering in parts.

Article 11: Force Majeure

If the seller is unable, not timely, or not properly able to fulfill their obligations under the agreement due to force majeure, they are not liable for damages suffered by the buyer.
The parties understand force majeure to mean any circumstance that the seller could not take into account at the time of entering into the agreement, and as a result of which the normal execution of the agreement cannot reasonably be expected by the buyer, such as illness, war or threat of war, civil war and riot, vandalism, sabotage, terrorism, energy outage, flooding, earthquake, fire, business occupation, strikes, worker exclusion, changed government measures, transport difficulties, and other disruptions in the seller’s business.
Furthermore, the parties understand force majeure to mean the circumstance that suppliers upon whom the seller depends for the execution of the agreement do not fulfill their contractual obligations towards the seller, unless this is attributable to the seller.
If a situation as referred to above occurs, as a result of which the seller cannot fulfill their obligations towards the buyer, those obligations will be suspended as long as the seller cannot fulfill their obligations. If the situation referred to in the previous sentence has lasted for 30 calendar days, the parties have the right to dissolve the agreement in writing in whole or in part.
If the force majeure lasts longer than three months, the buyer has the right to dissolve the agreement with immediate effect. Dissolution can only be done via a registered letter.

Article 12: Transfer of Rights

The rights of a party under this agreement cannot be transferred without the prior written consent of the other party. This provision is intended to have a property law effect as referred to in Article 3:83, second paragraph, of the Dutch Civil Code.

 

Article 13: Retention of Title and Right of Retention

The goods and parts present at the seller and the delivered goods remain the property of the seller until the buyer has paid the entire agreed price. Until that time, the seller may invoke their retention of title and reclaim the goods.
If the agreed advance payments are not paid or not paid on time, the seller has the right to suspend the work until the agreed amount is paid. In such a case, the seller is not responsible for any delayed delivery.
The seller is not authorized to pledge or otherwise encumber the goods covered by the retention of title.
The seller is obliged to insure the goods delivered to the buyer under retention of title against fire, explosion, and water damage, as well as against theft, and to make the insurance policy available for inspection upon first request.
If goods have not yet been delivered, but the agreed advance payment or price has not been paid as agreed, the seller has the right of retention. The goods will not be delivered until the buyer has fully paid according to the agreement.
In the event of liquidation, insolvency, or suspension of payment by the buyer, the buyer’s obligations become immediately due and payable.

Article 14: Liability

Any liability for damages arising from or related to the execution of an agreement is always limited to the amount paid out by the relevant liability insurance(s) in the particular case. This amount is increased by the amount of the deductible according to the relevant policy.
The seller’s liability for damages resulting from intentional or gross negligence by the seller or their managerial subordinates is not excluded.

Article 15: Duty to Complain

The buyer is obliged to report complaints about the performed work immediately to the seller. The complaint must contain as detailed a description as possible of the shortcoming, enabling the seller to respond adequately.
If a complaint is justified, the seller is obliged to repair the item and, if necessary, replace it.

Article 16: Warranties

If guarantees are included in the agreement, the following applies. The seller guarantees that the sold item complies with the agreement, will function without defects, and is suitable for the intended use by the buyer. This guarantee is valid for a period of two calendar years after the buyer receives the sold item.
The mentioned guarantee is intended to establish a risk distribution between the seller and the buyer in such a way that the consequences of a breach of warranty are always fully borne by the seller, and the seller cannot invoke Article 6:75 of the Dutch Civil Code regarding a breach of warranty. The previous sentence also applies if the breach was known or could have been known to the buyer through investigation.
The stated guarantee does not apply if the defect is the result of improper or inappropriate use or if the buyer or third parties, without permission, have made or attempted to make changes or have used the purchased item for purposes for which it was not intended.
If the guarantee provided by the seller relates to an item produced by a third party, the guarantee is limited to the guarantee provided by that manufacturer.

Article 17: Applicable Law and Competent Court

All agreements between the parties are exclusively governed by Dutch law.
The Dutch court in the district where Shimaehijabi is established/operates/holds office has exclusive jurisdiction over any disputes between the parties unless mandatory law prescribes otherwise.
The applicability of the Vienna Convention on the International Sale of Goods is excluded.
If one or more provisions of these general terms and conditions are deemed unreasonably burdensome in legal proceedings, the remaining provisions remain fully applicable.