GENERAL TERMS AND CONDITIONS OF Damen
Damen: Legal owner of products published on Damen
Buyer: Customer, or anyone who enters into or wishes to enter into an agreement with Keiretsu Europe B.V. or for whom Keiretsu Europe B.V. prepares a proposal or delivers goods or a service, including legal successors or legal beneficiaries
Damen: A special online shop environment in which the buyer can view and order Damen merchandise
Article 1. Applicability
1.1 These general terms and conditions apply to all proposals and agreements between Keiretsu Europe B.V. and the Buyer, whatsoever their nature, as well as to any undertakings arising as a result of such proposals and agreements. Any deviations from these terms and conditions must be agreed in writing with Keiretsu Europe B.V.
1.2 While Keiretsu Europe B.V. may not always demand strict compliance with these terms and conditions, this does not mean that these terms and conditions do not apply or that Keiretsu Europe B.V. foregoes the right to demand strict compliance with these terms in the future, whether in similar circumstances or not.
1.3 Should any provision of these general terms and conditions become invalid or not applicable for any reason whatsoever, the remaining terms and conditions shall continue to apply.
1.4 Keiretsu Europe B.V. shall not be bound by purchasing and other terms and conditions stipulated by the Buyer unless such terms and conditions are accepted in writing by Keiretsu Europe B.V. Such acceptance may not be assumed in circumstances where Keiretsu Europe B.V. fails to challenge a statement from the Buyer declaring that he does not accept the Keiretsu Europe B.V. terms and conditions and that his own terms and conditions apply.
Article 2. Proposals
2.1 All proposals and quotes prepared by Keiretsu Europe B.V., in any form whatsoever, are based on the description of the products and/or services offered to the Buyer.
2.2 A proposal is binding only if submitted in writing by Keiretsu Europe B.V. stating a period during which the proposal may be accepted.
2.3 Proposals on Damen are targeted at buyers in Damen and are valid while stocks last or until the date stated with the product. All items are in stock unless stated otherwise.
2.4 Keiretsu Europe B.V. reserves the right to attach terms and conditions to fulfilment of the order. Keiretsu Europe B.V. shall, on request, advise the Buyer in writing of the reason for its decision.
Article 3. Agreement
3.1 Subject to the provisions of article 2, the agreement comes into effect at the point that the Buyer accepts the proposal and complies with the terms and conditions attached to it.
3.2 If the Buyer has accepted the proposal electronically, Keiretsu Europe B.V. will electronically confirm receipt of acceptance of the proposal immediately. Until receipt of acceptance is confirmed, the Buyer is entitled to terminate the agreement.
3.3 Keiretsu may—within legal frameworks—enquire as to whether the consumer is able to meet his payment obligations, as well as enquiring about all the facts and factors that may be relevant with respect to entering into a distance agreement responsibly. If, on the basis of this investigation, Keiretsu has good grounds not to enter into the agreement, it is entitled to refuse an order or request stating its reasons, or to attach special terms and conditions to the fulfilment of the order.
3.4 Additions and modifications to an agreement are binding for Keiretsu Europe B.V. only where they are confirmed in writing by Keiretsu Europe B.V.
3.5 Keiretsu Europe B.V. is entitled, in cases where it deems necessary or preferable, to engage third parties to ensure proper fulfilment of the order it has received. The costs of this shall be passed on to the Buyer in accordance with the quotes provided.
Article 4. Prices
4.1 Prices for the products and services offered are stated in euro, including VAT and excluding despatch costs and any additional taxes or other levies, unless otherwise stated or agreed in writing. Administration and despatch costs and any additional taxes or other levies are calculated per product. Recommended prices are set in consultation with the manufacturer and/or supplier. No rights may be derived from recommended prices.
4.2 Prices are subject to (temporary) change. Price information is published on Damen. Neither Keiretsu Europe B.V. nor Damen accepts any liability for printing errors.
4.3 Keiretsu Europe B.V. is not obliged to supply the product at the incorrect (lower) price, even if we have already sent you confirmation of dispatch, if the incorrect price was quite clearly and unmistakeably an error and you could reasonably have recognised the price as a mistake.
Article 5. Claims in the case of faults and damage
5.1 The Buyer may return an order free of charge within eight (8) working days if it is defective or damaged.
5.2 The Buyer should send an email to Damen@keiretsu-europe.nl stating the order number and the reason for return.
5.3 All returned products must be packed in their original packaging.
5.4 Products must be returned together with the original invoice, packing slip or fax and return notice.
5.5 If and insofar as Keiretsu Europe B.V. deems the claim to be justified, Keiretsu Europe B.V. shall, at its own discretion and within a reasonable time scale, either rectify the shortcoming or replace the faulty goods, whereby the Buyer may make no additional claim for compensation.
5.6 Making a claim does not release the Buyer from his payment obligations towards Keiretsu Europe B.V.
Article 6. Other claims
6.1 The Buyer may return an order within seven (7) working days if it is not defective or damaged.
6.2 All returned products must be received in their original, unopened packaging, and must be received undamaged and properly packaged for posting. The products must be in a saleable condition and suitable for resale. Products must be returned together with the original invoice, packing slip or fax and return notice.
6.3 Repair or replacements costs will be charged if the products are damaged or missing. This may affect the amount of reimbursement.
6.4 When products are returned to Keiretsu Europe, the administrative and despatch costs (relating to the initial despatch and the return) paid by the Buyer when ordering the product are deducted from the amount to be reimbursed. The Buyer also pays the return despatch costs.
6.5 An order may be changed free of charge within eight (8) working days provided the order has not yet been despatched.
6.6 If and insofar as Keiretsu Europe B.V. deems the claim to be justified, Keiretsu Europe B.V. shall, at its own discretion and within a reasonable time scale, either rectify the shortcoming or replace the faulty goods, whereby the consumer may make no additional claim for compensation.
6.7 Making a claim does not release the consumer from his payment obligations towards Keiretsu Europe B.V.
Article 7. Payment
7.1 Payment is done afterwards on a monthly basis to the Financing department based on budget number
Article 8. Reservation of ownership
8.1 All items supplied to the Buyer remain the property of Keiretsu Europe B.V. until such time that all payments have been made in full, including any interest and costs owed by the Buyer in relation to goods or services provided or to be provided under the terms of the agreement, as well as claims arising from failure to comply with said agreement.
8.2 The Buyer is required to ensure careful handling of the goods and is not entitled, other than with written consent from Keiretsu Europe B.V., to mortgage and/or pawn and/or establish a right of (silent) pledge on the goods until such time that the Buyer has met in full all his obligations towards Keiretsu Europe B.V.
8.3 Should Keiretsu Europe B.V. cancel the order in whole or in part, it is entitled to repossess that part of the order that remains unpaid. Cancellation and/or repossession does not affect the right of Keiretsu Europe B.V. to claim compensation.
Article 9. Delivery time
9.1 All orders placed before 15:00 will be delivered within 3 working days. The customer can make a choice for a faster delivery. There will be extra cost involved.
9.2 All (delivery) times stated by Keiretsu Europe B.V. are approximate and are determined on the basis of the details and circumstances known to Keiretsu Europe B.V. at the time of entering into the agreement. The delivery times stated should never be viewed as a fixed deadline. If a change in the details or circumstances results in a delay, whether or not the change could have been foreseen, the delivery date will be set back accordingly, without prejudice to the provisions below regarding force majeure. In the case of failure to deliver on time, Keiretsu Europe B.V. must be issued with written notice of default and a new reasonable deadline must be offered.
9.3 Breach of the delivery time indicated by Keiretsu for any reason whatsoever shall under no circumstances entitle the Buyer to compensation or to not comply with his obligations under the agreement or under any associated agreement.
9.4 Orders may be cancelled only following written confirmation from Keiretsu Europe B.V.
Article 10. Delivery
10.1 Unless agreed otherwise in writing, delivery is from the Keiretsu Europe B.V. warehouse or factory. From the point of delivery, all risks of loss, decay, damage etc., regardless of the cause, transfer to the Buyer.
10.2 If it has been agreed that the services and/or deliveries should be phased, Keiretsu Europe B.V. may postpone the services and/or deliveries of the subsequent phases until the Buyer has approved completion of the previous phase in writing and has met all his (financial) obligations with respect to the partial delivery. In the case of partial deliveries, Keiretsu Europe B.V. is entitled to issue separate invoices for each delivery.
10.3 If, once the delivery date has passed, the goods are available to the Buyer but he has still not taken delivery of them, they will be stored for him at his cost and risk, regardless of the reason for failure to take delivery.
Article 11. Transport
11.1 Keiretsu Europe B.V. determines the means of transport, despatch, packaging and similar. Despatch/transport of the goods is always at the Buyer's cost and risk. Keiretsu Europe B.V. is required to arrange (transport) insurance only if and insofar as Keiretsu Europe B.V. has undertaken to do so in writing.
Article 12. Non-accountable failure to comply with the agreement
12.1 Should Keiretsu Europe B.V. be prevented through force majeure of an enduring or temporary nature from (further) executing the agreement, Keiretsu Europe B.V. is entitled, with no obligation to pay compensation and without legal intervention, to terminate the agreement in full or in part by issuing a written statement to this effect, without prejudice to the right of Keiretsu Europe B.V. to payment from the Buyer for services already provided by Keiretsu Europe B.V. prior to the force majeure situation, or to suspend (further) execution of the agreement. In the case of suspension, Keiretsu Europe B.V. shall remain entitled to terminate the agreement in full or in part.
12.2 Force majeure is defined as all circumstances as a result of which Keiretsu Europe B.V. is temporarily or permanently unable to meet its obligations, such as strike, transport difficulties, fire, government measures, including import and export bans, quota restriction and operational disruptions at its own sites or those of its suppliers, as well as failures on the part of its suppliers as a result of which Keiretsu Europe B.V. is unable to (continue to) reasonably meet its obligations towards the Buyer.
Article 13. Guarantee
13.1 Subject to the provisions of article 13.5, Keiretsu Europe B.V. guarantees the goods it supplies against material and manufacturing faults. The guarantee states only that Keiretsu Europe B.V. shall rectify any such faults to the best of its ability, or replace the goods, at the choice and discretion of Keiretsu Europe B.V. Faults must be reported in writing to Keiretsu Europe B.V. so that they can be processed. The guarantee does not extend to the recovery of lost data.
13.2 The guarantee does not apply if the faults are wholly or in part the consequence of incorrect, careless or inexpert use, use for purposes other than normal (business) purposes, external causes such as fire or water damage, or if the goods have been modified or maintained by parties other than Keiretsu Europe B.V.
13.3 Unless agreed otherwise, the guarantee for goods manufactured by Keiretsu Europe B.V. is valid for a period of 12 months from the time of delivery.
13.4 The sole form of compensation is compliance with the guarantee obligations by Keiretsu Europe B.V. Keiretsu Europe B.V. is not bound by any further obligations and the Buyer is not entitled to seek dissolution of the agreement.
13.5 If a supplier is liable for the goods supplied by Keiretsu Europe B.V., the guarantee is limited to the supplier's applicable guarantee terms. Keiretsu Europe B.V. will, at the Buyer's request, provide details of the applicable provisions.
13.6 Keiretsu Europe B.V. will charge for repairs that do not fall under the framework of the applicable guarantee.
13.7 If defective goods are to be repaired, either under or outside the guarantee, the Buyer is required to return the goods at his own cost to Keiretsu Europe B.V.
Article 14. Liability
14.1 Keiretsu Europe B.V. is under no circumstances obliged to compensate for damage suffered directly or indirectly arising from or originating through faults in goods or services supplied or through the failure of goods and/or service to operate, operate in a timely way, or operate correctly, except in the case of wilful or gross negligence on the part of Keiretsu Europe B.V. All liability for company damage (operational disruption, loss of revenue, etc.), loss or decline of data and/or consequential damage arising from any cause whatsoever, including a delay in the delivery time of goods and services, is expressly excluded.
14.2 Keiretsu Europe B.V. is not liable for damage caused to the Buyer or third parties by its employees and/or by third parties it has appointed, whatever the reason or cause, except in the case of imputable wilful damage or gross negligence on the part of Keiretsu Europe B.V. Under no circumstances does liability extend beyond the cover provided under the insurance arranged by Keiretsu Europe B.V.
14.3 Keiretsu Europe B.V. is not liable for damage of any nature which occurred or was caused by incorrect, careless or inexpert use or by use for a purpose other than normal purposes of the goods supplied by Keiretsu Europe B.V.
14.4 The Buyer indemnifies Keiretsu Europe B.V. and its employees against third party claims for compensation for material and immaterial damage caused directly or indirectly by (use of) the goods supplied by Keiretsu Europe B.V., unless the damage is the consequence of wilful/gross negligence on the part of Keiretsu Europe B.V. personnel and/or third parties it has engaged.
14.5 Liability on the part of Keiretsu Europe B.V. under the agreement with the Buyer is in all circumstances limited to the agreement invoice amount, including VAT.
Article 15. Cancellation/dissolution
15.1 The Buyer is legally deemed to be in default with the (remaining) sum payable immediately in the following cases:
The Buyer fails to comply, or to comply on time, with any of the provisions of the agreement, in particular payment;
Keiretsu Europe B.V. has grounds to be concerned that the Buyer will fail to comply and the Buyer does not adhere to a written reminder stating these grounds and requesting him to declare that he is prepared to meet his obligations within a reasonable period stipulated in the reminder;
The Buyer applies for bankruptcy, is declared bankrupt, performs an act of cession, submits a request for suspension of payments or if all or part of his assets are seized and this is not lifted within 10 days of seizure;
The Buyer proceeds or decides to discontinue or transfer his business or a major part of it, including incorporating his business into a company to be formed or that already exists, or proceeds or decides to change the purpose of his business or to dissolve it;
Death if the Buyer is a natural person.
15.2 Keiretsu Europe B.V. is entitled, in the cases referred to under 15.1, with no obligation to pay compensation and without prejudice to its rights, such as with respect to costs or interest already due and right to compensation, and without the need for notice of default or legal intervention:
To declare that the agreement is dissolved in full or in part by submitting written notice to such effect to the Buyer and/or;
To demand any amount owed by the Buyer to Keiretsu Europe B.V. immediately and in full and/or;
To invoke reservation of ownership pursuant to article 8.
15.3 Should the agreement be terminated or dissolved in any way, the provisions regarding confidentiality, dissolution/termination, applicable law and disputes shall continue to apply in full.
Article 16. General
16.1 Rights and/or obligations arising from an agreement to which these terms and conditions apply are not transferable and not liable to cession or the establishment of a security interest, unless with prior consent from the other party.
Article 17. Applicable law and disputes
17.1 All agreements between the parties and legal relationships arising from these agreements are subject exclusively to Dutch law. Applicability of the Vienna Sales Convention is expressly excluded.
17.2 All disputes arising from or in connection with the agreement to which these terms and conditions apply, or the specific terms and conditions themselves and their explanation or implementation, shall be settled by the competent judge in Amsterdam or the competent judge in the Buyer's place of residence as decided by Keiretsu Europe B.V., unless otherwise agreed.
17.3 Keiretsu Europe B.V. is entitled to amend these general terms and conditions from time to time.
Keiretsu Europe B.V.
3043 NA Rotterdam, The Netherlands
Tel. +31 (0)10 208 08 08
Fax. +31 (0)10 208 08 09
VAT number: NL 808914777B01