General terms and conditions | Zeeland Wood Pellets
ARTICLE 1. | DEFINITIONS
In these terms and conditions, the following terms, always capitalised, are used in the following meaning.
1. Zeeuwse Houtpellets: the user of these general terms and conditions, located at Drie Gezustersdijk 13, 4581 RM Vogelwaarde, registered in the Trade Register under Chamber of Commerce number 92485170.
2. Customer: any natural or legal person with whom Zeeuwse Houtpellets has concluded or intends to conclude an Agreement.
3. Consumer: a Customer, a natural person, acting for purposes which are outside his or her professional or business activities.
4. Parties: Zeeuwse Houtpellets and the Customer jointly.
5. Agreement: any agreement between the Parties under which Zeeuwse Houtpellets has committed itself to the sale and delivery of Products to the Customer.
6. Distance Contract: an Agreement concluded between Zeeuwse Houtpellets and a Consumer within the framework of an organised system for distance contracting without the simultaneous personal presence of Zeeuwse Houtpellets and the Consumer and whereby, up to and including the moment of concluding the Agreement, exclusive use is made of one or more means of distance communication, including in any case an Agreement by
A Consumer concludes an Agreement through the Webshop. An Agreement is therefore not a Distance Contract if Zeeuwse Houtpellets does not use an organized system for concluding a distance contract, for example, if the Consumer looks up Zeeuwse Houtpellets' contact details online and concludes an Agreement by telephone or email.
7. Online store: www.zeeuwsehoutpellets.nl.
8. Products: the items to be sold and delivered by Zeeuwse Houtpellets to the Customer under an Agreement, including but not limited to wood pellets, pellet outdoor fireplaces, firewood and accessories.
9. Offer: an expression addressed to the Customer by Zeeuwse Houtpellets with the intention to conclude an Agreement by accepting it or placing an order, including, but not limited to, an oral or written proposal by Zeeuwse Houtpellets, an offer in the Webshop and a price list provided to business Customers on the basis of which orders can be placed.
10. Written: communication on paper, by e-mail or by any other means of communication which can be considered equivalent thereto according to the state of the art and generally accepted views.
ARTICLE 2. | GENERAL PROVISIONS
1. These general terms and conditions apply to every Offer, every Agreement and all legal relationships arising therefrom between the Parties.
2. The applicability of any general terms and conditions of the Customer is expressly rejected.
3. Deviations from the provisions of these general terms and conditions are only permitted expressly and in writing. If and to the extent that what the Parties have expressly and in writing agreed upon deviates from the provisions of these general terms and conditions, what the Parties have expressly and in writing agreed upon shall prevail.
4. The annulment or nullity of one or more provisions of these general terms and conditions or the Agreement as such does not affect the validity of the remaining provisions. In such a case, the Parties are obligated to consult with each other in order to reach a replacement arrangement regarding the affected provision. In doing so, the purpose and intent of the original provision will be taken into account as much as possible.
ARTICLE 3. | OFFER AND CONCLUSION OF THE AGREEMENT
1. Each Offer is non-binding and subject to sufficient availability of the Products offered. Zeeuwse Houtpellets may revoke its Offer immediately, or at least as soon as possible after the Customer's acceptance. If, in such a case, the Customer has already paid, for example, in connection with an order in the Online Store, Zeeuwse Houtpellets will ensure reimbursement as soon as possible.
2. Obvious errors, mistakes and typographical errors in an Offer do not bind Zeeuwse Houtpellets.
3. An Agreement shall be concluded, without prejudice to the provisions of paragraph 1, at the time the Offer is accepted by the Customer in the manner designated by Zeeuwse Houtpellets, provided that in the case of an order based on a price list provided by Zeeuwse Houtpellets, the Agreement shall only be concluded after written confirmation of the order by Zeeuwse Houtpellets. The same shall apply if the Agreement is concluded without a concrete Offer from Zeeuwse Houtpellets; in that case, the Customer's order shall prevail.
as an offer and the written confirmation thereof by Zeeuwse Houtpellets as acceptance, which brings about the Agreement.
4. For orders placed by the Customer on the basis of a price list provided to the Customer by Zeeuwse Houtpellets, the most recent price list provided to the Customer by Zeeuwse Houtpellets determines the applicable prices, unless expressly agreed otherwise in writing.
5. If the Agreement has been concluded through the Webshop, the conclusion of the Agreement will be confirmed by Zeeuwse Houtpellets as soon as possible by e-mail, without prejudice to the provisions of paragraph 1.
6. If Zeeuwse Houtpellets provides the Customer with written confirmation of an oral Agreement, this confirmation shall be deemed to accurately and completely reflect the Agreement, unless the Customer has submitted a reasoned written complaint within two working days of receipt of the confirmation.
7. If the Customer enters into the Agreement on behalf of another natural or legal person, they declare, by entering into the Agreement, that they are authorized to do so. The Customer, in addition to this (legal) person, is jointly and severally liable for fulfilling the obligations under that Agreement.
ARTICLE 4. | RIGHT OF WITHDRAWAL FOR DISTANCE CONTRACTS
1. Without prejudice to the provisions of the following paragraph, the Consumer may revoke a Distance Contract up to 14 days after the Products have been received by or on behalf of the Consumer, without giving any reason.
2. The statutory grounds for exclusion of the right of withdrawal do not apply to the product range offered by Zeeuwse Houtpellets at the time these terms and conditions were concluded. If, in the future, Products are offered for which the right of withdrawal is excluded by statutory provisions, the relevant grounds for exclusion will be explicitly stated in the Offer.
3. The Consumer may revoke the Distance Contract by submitting a request to Zeeuwse Houtpellets by email or by using the model withdrawal form provided by Zeeuwse Houtpellets. As soon as possible after Zeeuwse Houtpellets has been informed of the Consumer's intention to revoke the Distance Contract and if the conditions of this article have been met, Zeeuwse Houtpellets will confirm the revocation of the Distance Contract by email.
4. During the period referred to in paragraph 1, the Consumer must handle the Products to be returned and their packaging with care. The Consumer may only handle and inspect the Products to be returned to the extent necessary to assess the nature and characteristics of the Products. The basic principle here is that the Consumer may only handle and inspect the Products as they would be allowed to do in a physical store.
5. If the Consumer exercises their right of withdrawal, they will return the Products undamaged, with all accessories supplied, and in their original condition and packaging to Zeeuwse Houtpellets. Returns are at the Consumer's expense and risk; Zeeuwse Houtpellets is not responsible or liable for any damage or loss occurring during transport.
6. The Consumer is liable for any diminished value of returned Products that results from handling the Products in a way that goes beyond what is permitted under paragraph 4. Zeeuwse Houtpellets is entitled to charge this diminished value to the Consumer, whether or not by offsetting it against any payment already received from the Consumer. If the diminished value is such that the Products can no longer reasonably be resold,
If the goods cannot be made ready, the Consumer remains liable for the full purchase price.
7. Return of the Products to be returned must take place within 14 days after the Consumer has revoked the Distance Contract in accordance with the provisions of paragraph 3.
8. If the Consumer exercises the right of withdrawal, the costs of returning the Products will be borne by the Consumer.
9. Zeeuwse Houtpellets will refund any payment already received from the Consumer, minus any reduction in value, as soon as possible, but no later than 14 days after cancellation of the Distance Agreement, provided that the Products have been received back by Zeeuwse Houtpellets, or the Consumer has demonstrated that the Products have actually been returned. If the right of cancellation is only applied to part of the order, any delivery costs incurred by the Consumer will be charged to the Consumer.
initial fees paid are not eligible for refund.
10. Refunds will be made using the same payment method used by the Consumer when purchasing the Products.
ARTICLE 5. | CANCELLATION BY CUSTOMER OTHER THAN ON THE BASIS OF ARTICLE 4
If the Customer cancels the Agreement after it has been concluded other than on the basis of Article
4. The Customer remains liable for the full agreed price and any shipping costs already incurred.
ARTICLE 6. | DELIVERY
1. Delivery of the Products will take place at the agreed location and in the agreed manner. In the case of transport organized by Zeeuwse Houtpellets, delivery will take place at the delivery address specified by the Customer.
2. If collection of the Products by or on behalf of the Customer has been agreed, collection can only take place on the days and times specified for that purpose by Zeeuwse Houtpellets.
3. In the event of transport organized by Zeeuwse Houtpellets, Zeeuwse Houtpellets reserves the right to deliver the order in parts. In the event of collection by or on behalf of the Customer, Zeeuwse Houtpellets also has this right, provided this has been expressly agreed in writing.
4. In the case of a Consumer, the risk of loss and damage to the Products shall pass to the Consumer at the time the Products are received by or on behalf of the Consumer.
5. In the event of transport organized by Zeeuwse Houtpellets for non-Consumers, delivery will take place under DAP conditions (Delivered At Place) according to the most recent version of the Incoterms, unless expressly agreed otherwise in writing. In that case, the risk of loss and damage to the Products will pass to the Customer at the time the Products arrive at the agreed destination and are ready for unloading.
6. In case of delivery of Products outside the European Union, the Customer is responsible for all customs formalities, import duties, local taxes, VAT and other charges upon arrival of the Products in the country of destination.
7. If the Customer does not accept a delivery of Products within the agreed period, Zeeuwse Houtpellets is entitled to cancel the delivery or leave it unchanged. Furthermore, Zeeuwse Houtpellets is entitled to store, sell or remove the Products in question at the expense and risk of the Customer. In the event of cancellation by Zeeuwse Houtpellets, the Customer is entitled to compensation for all costs incurred, loss of profit and other damages. If Zeeuwse Houtpellets
If the Customer incurs additional costs as a result of a circumstance attributable to the Customer, for example in connection with multiple delivery attempts, these costs will be additionally borne by the Customer.
ARTICLE 7. | TERMS
1. Zeeuwse Houtpellets will endeavor to meet any agreed delivery deadline, but this deadline is merely indicative and non-binding. Zeeuwse Houtpellets will not be in default until the Customer has given Zeeuwse Houtpellets written notice of default, stating a reasonable period for compliance, and Zeeuwse Houtpellets remains in default after the expiry of the latter period.
2. Failure by Zeeuwse Houtpellets entitles the Customer to terminate the portion of the Agreement to which the failure relates, but only if the failure justifies termination and its consequences under the circumstances of the case. The Customer is never entitled to replacement or additional compensation.
ARTICLE 8. | COMPLAINTS
1. The Customer must examine the nature and quantity of the Products at the time of delivery, or at least immediately thereafter, to determine whether they comply with the Agreement. If the Customer deems the nature and/or quantity of the Products not to comply with the Agreement, they must immediately notify Zeeuwse Houtpellets.
2. Complaints regarding defects that were not reasonably visible or otherwise not recognizable at the time of delivery must be submitted in writing to Zeeuwse Houtpellets within five working days after the Customer became aware of the existence of the defect, or at least should reasonably have become aware of it.
3. Notwithstanding the provisions of the previous paragraphs of this article, a Consumer can no longer invoke the fact that anything delivered in the context of a consumer purchase does not correspond to the Agreement, if the Consumer has not filed a complaint with Zeeuwse Houtpellets within two months of discovering the defect.
4. If the Customer does not complain in a timely manner and in accordance with the provisions of the previous paragraphs, no obligation whatsoever arises for Zeeuwse Houtpellets from such complaint from the Customer.
5. Even if the Customer complains in a timely manner, his obligation to pay Zeeuwse Houtpellets on time remains, except to the extent that the law compellingly prevents this for the benefit of the Consumer.
ARTICLE 9. | WARRANTY AND CONFORMITY
1. The warranty on the Products is limited to any expressly agreed-upon warranty in writing, provided that a warranty period of two years after delivery applies to outdoor fireplaces. In the event of resale by a Customer acting as a professional reseller, the warranty periods agreed upon between the Parties commence on the date of delivery of the outdoor fireplace in question by the Customer to their purchaser.
2. The provisions of the previous paragraph do not affect the mandatory statutory rights and claims that Consumers can assert against Zeeuwse Houtpellets (conformity). Furthermore, paragraph 1 does not affect the provisions of Article 10.4.
3. Any claim based on any warranty or non-conformity will lapse if a defect in the delivered Product is the result of an external cause after delivery or another circumstance not attributable to Zeeuwse Houtpellets or its supplier. This includes, but is not limited to, defects resulting from external damage, natural wear and tear, incorrect or improper treatment, incorrect or improper use, the application of
changes to the Products, as well as failure to observe any supplied manual and/or safety instructions.
4. A valid claim under warranty or non-conformity requires that the Customer has complained in a timely manner in accordance with the provisions of Article 8.2 or, if the Customer is a Consumer, in accordance with the provisions of Article 8.3.
5. Returns of Products, other than in accordance with Article 4, are only permitted with the prior written consent of Zeeuwse Houtpellets.
ARTICLE 10. | SPECIAL PROVISIONS FOR RESELLERS
1. Zeeuwse Houtpellets grants a Customer acting as a professional reseller of the Products exclusivity regarding the sale of Products within a 150-kilometer radius of the Customer's business location. This exclusivity applies solely during the period of active cooperation and regular purchase of Products by the Customer. Online sales of Products are never subject to any exclusivity, unless expressly agreed otherwise in writing.
2. The Customer is not permitted to modify, relabel or sell the Products under its own brand or trade name without the prior express written consent of Zeeuwse Houtpellets.
3. In the event of resale of Products to end users, the Customer is obliged to include the original manual and safety instructions from Zeeuwse Houtpellets with each delivery.
4. If, in the context of a consumer purchase between the Customer acting as a professional reseller and a consumer, a Product is supplied by the Customer that does not have the properties that the consumer could reasonably expect on the basis of that consumer purchase, this does not correspond to Page 1 of 2.
ARTICLE 11. | LIABILITY AND INDEMNIFICATION
If the defect can be attributed to the Customer and the consumer has exercised their statutory rights in this regard against the Customer, then the Customer is entitled to compensation from Zeeuwse Houtpellets – depending on the compensation that the Customer has applied for the consumer in accordance with mandatory consumer legislation – consisting of repair or replacement of the defective Product or reimbursement of the purchase price of the Product in question. The Customer is not entitled to this compensation if the deviation relates to facts that they knew or should have known, or its
is caused by a circumstance that occurred after the Product was delivered to the Customer. Furthermore, if the Product in question lacks a property that the Customer claims it possesses, the Customer's right to the said compensation is limited to what he would have been entitled to if he had not made the promise. Furthermore, the Customer is not entitled to
compensation if the consumer knew or should have known of the defect in the Product in question and/or promised the consumer the absence of the defect. The Customer is also not entitled to compensation if the defect on which the consumer relies results from the Customer's failure to comply with its obligations under the previous paragraph.
ARTICLE 12. | FORCE MAJEURE
1. Zeeuwse Houtpellets is not obliged to fulfil any obligation under the Agreement if and for as long as it is prevented from doing so by a circumstance that cannot be attributed to it under the law, a legal act or prevailing social views (force majeure). Force majeure is understood to mean, in addition to what is understood in legislation and case law, all external causes over which Zeeuwse Houtpellets has no influence and which make the (continued) performance of the Agreement impossible or
seriously hamper, including epidemics, pandemics, fire, measures by any government, transport restrictions, war or threat of war, violent or armed actions, disruptions in communication links or in equipment or software of Zeeuwse Houtpellets or third parties.
2. If and to the extent that the force majeure situation makes compliance with the Agreement permanently impossible or lasts longer than three months, the Parties are entitled to terminate the Agreement with immediate effect.
3. If Zeeuwse Houtpellets has already partially fulfilled its delivery obligations when the force majeure situation occurs, or can only partially fulfil its delivery obligations, Zeeuwse Houtpellets is entitled to invoice separately for the part of the Agreement already delivered or the part that can still be delivered, as if it were an independent Agreement.
4. Damage resulting from force majeure will never be eligible for compensation, without prejudice to the provisions of the previous paragraph.
ARTICLE 13. | SUSPENSION AND TERMINATION
1. Zeeuwse Houtpellets is entitled to suspend further performance of the Agreement if and for as long as the Customer fails to fulfil its already due (payment) obligations under the Agreement (including the provisions of these general terms and conditions).
2. Zeeuwse Houtpellets is entitled to terminate the Agreement in whole or in part with immediate effect if the Customer fails to fulfil its obligations under the Agreement, fails to fulfil them on time or fails to fulfil them completely. If the fulfilment of the obligations of the Customer in respect of which it is in breach is not permanently impossible, the authority to terminate only arises after the Customer has been given written notice of default by Zeeuwse Houtpellets, in which notice of default a reasonable period is stated within which the Customer can (still) fulfil its obligations and fulfilment after the expiry of the period is deemed to be unavoidable.
the latter term has still not expired. The provision in the previous sentence does not apply if Zeeuwse Houtpellets must conclude from a notice from the Customer that the Customer will permanently fail to comply, in which case a notice of default is also pointless and the termination can take place without notice of default.
3. The provisions of the previous two paragraphs apply unless the Customer's shortcoming, given its special nature or minor significance, does not reasonably justify this suspension or termination and its consequences.
4. Unless the Customer has already fully complied with its (future) payment obligations towards Zeeuwse Houtpellets, Zeeuwse Houtpellets is entitled to terminate the Agreement in whole or in part with immediate effect if the Customer is declared bankrupt, any attachment has been levied on its goods or if the Customer is otherwise unable to freely dispose of its assets.
5. Furthermore, Zeeuwse Houtpellets is entitled to terminate the Agreement in whole or in part if circumstances arise that are of such a nature that compliance with the Agreement is impossible or that continued maintenance thereof in an unaltered form cannot reasonably be expected of it.
6. The Customer shall never be entitled to any form of compensation in connection with the right of suspension and/or termination exercised by Zeeuwse Houtpellets on the basis of this article.
7. If the reason that led to suspension or termination of the Agreement can be attributed to the Customer (which is not always the case in the case of paragraph 5), Zeeuwse Houtpellets will be entitled to compensation from the Customer for the damage that Zeeuwse Houtpellets suffers as a result.
8. If Zeeuwse Houtpellets terminates the Agreement on the basis of this article, all outstanding claims against the Customer shall become immediately due and payable.
ARTICLE 14. | PRICES, DELIVERY COSTS AND PAYMENTS
1. The prices stated in the Offer are in euros and exclusive of VAT, unless expressly stated otherwise in writing or the Customer is a Consumer, in which case the prices stated in the Offer are (also) stated inclusive of VAT.
2. Any delivery costs will be borne by the Customer, unless expressly agreed otherwise in writing and provided that the total price, including any delivery costs, is stated before concluding an Agreement with a Consumer.
3. Prices offered by Zeeuwse Houtpellets are based on the facts and circumstances known to Zeeuwse Houtpellets at the time Zeeuwse Houtpellets offered them to the Customer. If, between the time of conclusion of the Agreement and delivery, price increases in cost-determining factors occur, such as an increase in purchase prices or wages, Zeeuwse Houtpellets is entitled to pass these price increases on to the Customer, with the result that
understanding that a Consumer is entitled to terminate the Agreement for that reason if the price increase occurs within three months after the conclusion of the Agreement and Zeeuwse Houtpellets subsequently expressly informs them that they do not wish to fulfil the Agreement under the originally agreed price conditions. The aforementioned right of the Consumer to terminate the Agreement does not apply if the price increase is the result of increases in VAT or
other government levies.
4. Unless expressly agreed otherwise in writing, Zeeuwse Houtpellets is entitled to demand full or partial advance payment of the total price, provided that in the case of a consumer purchase, the Consumer cannot be required to pay more than 50% of the purchase price in advance. In the event of full or partial advance payment, Zeeuwse Houtpellets is not obligated to deliver until the relevant payment has been received by Zeeuwse Houtpellets.
5. Payments must be made in (one of) the manner(s) designated by Zeeuwse Houtpellets, within the period specified by Zeeuwse Houtpellets or at the time specified by Zeeuwse Houtpellets.
6. Payment must be made without any appeal to suspension or settlement, to the extent that the law does not compellingly prevent this in favor of the Consumer.
7. Zeeuwse Houtpellets is entitled to make the invoice due to the Customer available to him exclusively by e-mail.
8. If the Customer liquidates or transfers his company to a third party, is declared bankrupt, has applied for (provisional) suspension of payments, if any attachment is levied on his goods, or if the Customer is otherwise unable to freely dispose of his assets, all claims against the Customer shall become immediately due and payable.
9. If timely payment is not made, the Customer will be in default by operation of law. From the date the Customer is in default, the Customer will owe interest on the outstanding amount at a rate of 2% per month, with part of a month being considered a full month. Notwithstanding the previous sentence, the interest rate applicable at the time of the default will apply instead of the contractual interest referred to therein.
default of payment applicable statutory interest if the Customer is a Consumer.
10. All reasonable costs, such as judicial, extrajudicial and enforcement costs, incurred to obtain the amounts owed by the Customer, shall be borne by the Customer.
ARTICLE 15. | DAMAGES
1. The Customer shall be liable for any damages caused by inaccuracies or omissions in the information provided, any other failure to fulfill the Customer's obligations under the law or the Agreement, or any other circumstance not attributable to Zeeuwse Houtpellets. Damage resulting from a circumstance such as the one referred to above does not entitle the Customer to claim damages or any other compensation from Zeeuwse Houtpellets.
2. Zeeuwse Houtpellets is not liable for damage resulting from the use of the Products by end users, including damage resulting from fire, injury, incorrect use, improper installation, unskilled maintenance or use contrary to any applicable regulations.
supplied manual or other instructions. Zeeuwse Houtpellets is furthermore not liable for damage resulting from the use of the Products in a specific application or situation, such as in public or commercial spaces, including damage caused to third parties. It is the sole responsibility of the Customer or end user to observe all safety precautions when using the Products.
Products must take appropriate precautions to prevent injury or damage. The Customer indemnifies Zeeuwse Houtpellets against all third-party claims related to such use of the Products.
3. Zeeuwse Houtpellets does not guarantee that the use of the Products is permitted in the country of destination under the applicable laws and regulations and accepts no liability in this regard.
4. Zeeuwse Houtpellets is not liable for indirect damage, consequential damage, lost profits, lost savings, reduced goodwill, damage due to business stagnation, mutilation or loss of data, and all other forms of damage not mentioned in the following paragraph, for whatever reason.
5. The limitations of liability of Zeeuwse Houtpellets contained in these general terms and conditions do not apply if the damage is due to intent or deliberate recklessness of Zeeuwse Houtpellets. Zeeuwse Houtpellets can only be held liable, within the limits of the provisions of the following paragraph, for direct damage attributable to it. Direct damage is understood to mean exclusively: - reasonable costs to determine the cause and extent of the damage, insofar as the
determination relates to damage within the meaning of these general terms and conditions; - any reasonable costs necessary to ensure that the defective performance of Zeeuwse Houtpellets complies with the Agreement; - reasonable costs incurred to prevent or limit damage, insofar as the Customer demonstrates that these costs have led to a limitation of the direct damage as referred to in these general terms and conditions;
terms and conditions.
6. In the event that, notwithstanding the provisions of the remainder of these general terms and conditions, any liability should rest with Zeeuwse Houtpellets, this liability shall be limited to replacement of the Products to which the liability of Zeeuwse Houtpellets relates. If replacement is not possible or demonstrably pointless, the liability of Zeeuwse Houtpellets shall be limited to the invoice value of the Agreement, or at least that part of the Agreement to which the liability relates, with the understanding that the liability of Zeeuwse Houtpellets shall in any case at all times be limited to a maximum of the
amount actually paid out in the relevant case under the business liability insurance taken out by Zeeuwse Houtpellets, plus any deductible Zeeuwse Houtpellets may have that applies under that insurance.
7. In the case of a consumer purchase, the limitations of this article do not extend beyond what is permitted under Article 7:24, paragraph 2, of the Dutch Civil Code.
8. The limitation period for all legal claims against Zeeuwse Houtpellets is 12 months after the claim arose. Notwithstanding the previous sentence, claims and defenses of Consumers based on facts that would justify the assertion that a consumer purchase does not conform to the Agreement will expire after two years.
9. The Customer shall indemnify Zeeuwse Houtpellets against any claims from third parties who suffer damage in connection with the performance of the Agreement and the cause of which is attributable to one or more parties other than Zeeuwse Houtpellets. If Zeeuwse Houtpellets is held liable by third parties on this basis, the Customer is obliged to assist Zeeuwse Houtpellets both in and out of court and to immediately do everything that may reasonably be expected of them in that case. Should the Customer fail to take adequate measures, Zeeuwse Houtpellets,
The Customer is entitled to do so without notice of default. All costs and damages incurred by Zeeuwse Houtpellets and third parties as a result thereof shall be borne entirely by the Customer.
ARTICLE 16. | GENERAL COMPLAINTS POLICY
Complaints submitted to Zeeuwse Houtpellets will be answered within 14 days of receipt. If a complaint requires a longer processing time, a response will be provided within 14 days with an acknowledgement of receipt and an indication of when the customer can expect a more detailed response.
ARTICLE 17. | RESERVATION OF OWNERSHIP
1. All Products delivered by Zeeuwse Houtpellets to the Customer remain the property of Zeeuwse Houtpellets until the Customer has properly fulfilled all its payment obligations under the relevant Agreement.
2. Except to the extent that this must be reasonably deemed permissible in the context of the Customer's normal business operations, the Customer is prohibited from selling, pledging or otherwise encumbering the Products to which the retention of title applies.
3. The Customer is obliged to store the Products delivered under retention of title with due care and as identifiable property of Zeeuwse Houtpellets.
4. If third parties seize the Products to which Zeeuwse Houtpellets retains title, or wish to establish or assert rights thereto, the Customer is obliged to notify Zeeuwse Houtpellets thereof as soon as possible.
5. In the event of a violation of the provisions of this article or resale in the context of the Customer's normal business operations, the amount owed by the Customer to Zeeuwse Houtpellets will immediately become fully due and payable.
6. The Customer grants unconditional permission to Zeeuwse Houtpellets or third parties designated by Zeeuwse Houtpellets to enter all locations where the Products subject to retention of title are located. The Customer must provide Zeeuwse Houtpellets with all information necessary to exercise its ownership rights upon first request. All reasonable costs associated with the exercise of Zeeuwse Houtpellets' ownership rights shall be borne by the Customer.
Customer's account.
7. If the Customer has fulfilled its obligations after the Products have been delivered to it by Zeeuwse Houtpellets, the retention of title with respect to these Products will be revived if the Customer fails to fulfil its obligations under a subsequently concluded Agreement.
ARTICLE 18. | RECALLS
1. If Zeeuwse Houtpellets decides to recall (a batch of) the Products, the Customer is obliged to fully cooperate.
2. Zeeuwse Houtpellets reserves the right to independently coordinate the recall and to provide further instructions regarding its implementation.
3. Claims for damages by the Customer in connection with or arising from the performance of a recall campaign are excluded, unless expressly agreed otherwise in writing.
ARTICLE 19. | FINAL PROVISIONS
1. Zeeuwse Houtpellets is entitled to transfer its rights and obligations under the Agreement to a third party, for example in the event of a change in its legal form.
2. Dutch law shall apply exclusively to any Agreement and all legal relationships arising therefrom between the Parties.
3. The parties will not appeal to the court until they have made every effort to settle the dispute by mutual agreement.
4. The court in Middelburg (the Netherlands) shall have exclusive jurisdiction over any legal disputes between the Parties, without prejudice to the right of Zeeuwse Houtpellets to designate another legally competent court. A Consumer is, however, entitled to choose the legally competent court within one month after Zeeuwse Houtpellets has given written notice of its intention to litigate before the designated court.
5. If these general terms and conditions are available in multiple languages, the Dutch version shall always be decisive for the interpretation of the provisions contained therein.